HomeMy WebLinkAboutEncina Administrative Agency; 1991-04-04;I- -
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ENCINA CENTRALIZED FLOW METERING PROGRAM OPERATION AND MAINTENANCE AGREEMENT Ref: 409
This agreement is made and entered into on L/ 1991 by and between City of Carlsbad (hereinafter "AGENCY") a;d the Encina Administrative Agency (hereinafter "'EAAl).
A.
B.
C.
D.
E.
F.
G.
RECITALS
AGENCY is a party to the Encina Joint Powers Revised Basic Agreement (RBA) entered into on December 17, 1990 for the acquisition, construction, ownership, operation, and main- tenance of the Encina Joint Sewer System.
In connection with the operation of the Encina Joint Sewer System, a centralized flow metering system was installed to monitor the flows to the Encina facility (Unit I) and through the ocean outfall (Unit J).
Certain components of the centralized flow metering system are required specifically for metering flows from the AGENCY and are owned exclusively by the AGENCY. Other components of the system are either exclusively owned by other member agencies or are proportionately owned by each member agency based on unit J ownership as described in the RBA.
Certain components of the centralized flow metering system are located outside the physical boundaries of the Encina Water Pollution Control Facility and are within the service area of the AGENCY.
The EAA was created to administer, manage, operate, and maintain the Encina Joint Sewer system.
The AGENCY desires the EAA to operate and maintain the components of the centralized flow metering system which are exclusively owned by the AGENCY and located either within the boundaries of the Encina Water Pollution Control Facility and/or within the AGENCY'S service area.
The EAA has the ability to perform the desired services or to subcontract with outside firms as required to perform the desired services.
NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties hereto agree as follows:
1. Authorization to Operate and Maintain Meters. AGENCY hereby authorizes the EM to operate and maintain the flow metering equipment described herein and as per the terms and conditions of this agreement.
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Page Two Ref: 409.1
2. Eouinment. The equipment to be operated and maintained by the EAA shall be the ADS flow metering equipment purchased for the purposes of monitoring flows to Units I and J as per the current Comprehensive Servics Agreement between EAA and ADS dated November 1, 1990 (attached) and as described as follows:
Site No. Location
Cl c2 c3
Flume at Encina South of Encina North of Encina
3. Term of Aareement. This agreement shall begin upon approval of both the EAA and the AGENCY and shall remain in force until termination by either EAA or AGENCY per item 19 llTerminationfl.
4. Comnensation. 'The cost to provide the required operation and maintenance of the flow metering equipment described herein shall be included in the Encina budget and shall be billed to AGENCY in accordance with the RBA.
The cost for 365 calendar days of service, for the metering equipment described under item 2 nEguipmentll shall be $7,860.
Should the AGENCY and EAA desire to continue service following 365 calendar days, compensation shall be adjusted per the Los Angeles Consumer price index at that time.
5. Services Provided. The services provided shall be those services as described in the current ADS Comprehensive Services Agreement (attached). The services shall be performed by the EAA or by a qualified firm subcontracted by the EAA at the discretion of the EAA.
6. Data Access. The computer station located at the Encina Water Pollution Control Facility shall be designated the master station. The EM and its subcontractors shall be authorized to collect data from AGENCY owned flow metering equipment and to provide reports perexisting Encina flow metering policy.
Member agencies with the necessary hardware and software shall be allowed to access stored flow data from AGENCY flow metering equipment.
7. Access to Field Mounted Eouinment. AGENCY shall authorize the EM and its subcontractors to access flow monitoring equipment located within the service area of the AGENCY. The EAA shall be issued keys or lock combinations where applicable. EAA shall contact AGENCY prior to access to service areas. AGENCY shall authorize EAA and/or its subcontractors to access the site alone, or shall require AGENCY staff to be present prior to access, per AGENCY discretion. Should AGENCY staff
'Page Three Ref:409.2
presence be required, AGENCY shall provide access within 60 minutes. AGENCY shall not be responsible for the safety conditions associated with work performed by the EAA or its subcontractors. The EM and its subcontractors shall be required to comply with all federal, state, and local safety requirements including CALOSHA requirements for confined spaces. EAA shall submit its subcontractors safety procedures manual for AGENCY review. Review of procedures shall in no way diminish EAA or its subcontractors responsibilities. The EAA shall coordinate the efforts between EAA, its subcontrac- tors, and AGENCY personnel as required.
8. Renlacement Eouinment. If replacement of equipment to be serviced per this agreement is required, the AGENCY shall be so advised and shall review and authorize the recommended replacement. The total cost for replacement of equipment directly associated with monitoring AGENCY flow shall be paid by the AGENCY.
9. Restrictions Reaardins ADS Eouinment. AGENCY personnel shall not attempt to'service the equipment to be serviced by the EAA per this agreement in any manner. The phone lines to the flow metering equipment described herein shall be dedicated lines and shall not be tampered with or used by AGENCY for any other purpose.
10. Maintenance of Member Aaencv Ecuinment. In order to provide complete flow reporting capabilities, the EAA shall be assured that in locations where equipment to be serviced by the EAA interfaces with AGENCY flow metering equipment:
0 The equipment shall be properly maintained.
0 The EAA shall be made aware of any anticipated modifica- tions or calibration of AGENCY equipment at least 14 calendar days prior to commencing work.
0 Should modifications to AGENCY equipment inhibit the operation of the equipment serviced by the EM, the AGENCY shall take all necessary actions required to establish a new metering location.
0 The AGENCY shall be responsible for coordinating the efforts of its equipment manufacturers as required to mitigate problems linked to the manufactures equipment.
Should AGENCY flow metering equipment, other than the eguip- ment serviced under this agreement, be out of service longer than 30 continuous calendar days, AGENCY shall submit to the EM board a written evaluation of the metering problem and an anticipated schedule and remedy plan.
If AD8 must recalibrate its equipment as a result of any modifications to member agency equipment by AGENCY, the AGENCY shall pay for such recalibration(s). In such cases, EAA shall issue purohase orders authorising ADS to perform the recali- bration(s) and shall bill AGENCY the recalibration cost(s).
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'Page Four
11.
12.
13.
14.
15.
16.
Insurance. EM shall require its subcontractors following insurance as a minimum:
Ref: 409.3
to carry the
Worker's Comnensation Insurance: Statutory amounts of Worker's Compensation and Employer's Liability Insurance on all its employees subject to statutory limits of the applicable Worker's Compensation Act.
Comnrehensive Automobile Liability Insurance: Comprehensive Automobile Liability Policy providing bodily injury liability on an occurrence basis and property damage liability on an accident basis. This policy shall protect subcontractor against all liability arising out of the use of owned or leased automobiles, both passenger and commercial. Limits of liability for Comprehensive Automobile Liability Insurance shall not be less than Five Hundred Thousand Dollars ($500,000) combined Single Limit.
Comorehensive General Liabilitv Insurance: Comprehensive General Liability Policy providing bodily injury coverage on an occurrence basis and including completed operations, independent contractors, and contractual liability coverage. Limits of liability for Comprehensive General Liability insurance shall be $500,000 bodily completed operations. Property damage liability shall not be less than $250,000 each accident and $500,000 annual aggregate.
All policies must provide thirty (30) days advance notice to EM in the event of cancellations, expiration, or alteration. EM shall notify AGENCY within 24 hours of notification of cancellations.
Hold Harmless. EM shall indemnify and hold AGENCY harmless from any claims, losses, liabilities, or other damages due to services performed as described herein, whether by act, error, or omission. AGENCY shall likewise indemnify and hold EM harmless from any claims, losses, liabilities or other damages for AGENCY's inability to meet the conditions of this Agree- ment.
Nonassianment. Neither this agreement nor the rights, obligations and duties of either party may be assigned, hypothecated, encumbered or transferred without the prior written approval of the other party.
Bindincr Nature. This Agreement and its terms, covenants and conditions shall apply to, inure to the benefit of, and bind the successors and assigns of the parties hereto.
Entire Asreement. This Agreement represents the entire agreement between the parties, superseding and replacing any prior negotiations, discussions or agreements of the parties relation to the subject matter hereof.
Amendment. This Agreement may be amended at any time by an agreement in writing signed by both parties.
'Page Five Ref: 409.4
17.
18.
19.
20.
Attorney's Fees. In the event of litigation to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees in addition to costs.
Written Notice. Any notice or other instrument required by this agreement shall be deemed delivered if deposited, certified mail, in the United States mail and addressed as follows:
Encina Administrative Agency 6200 Avenida Encinas Carlsbad, CA 92009
"AGENCY" City of Carlsbad 1200 Elm Ave Carlsbad, CA 92008
Notice of a change of address shall be delivered in the same manner as any other notice provided by this paragraph, but shall not be deemed effective until received by the other party to this agreement.
Termination. This agreement may be terminated in whole or in part by either the EM or AGENCY by submitting written notice not less than 90 calendar days prior to termination. Notice shall be delivered by certified mail, return receipt re- guested.
If Agreement is terminated in whole or in part, an adjustment in compensation shall be negotiated between AGENCY and EM.
Governina Law. This AGREEMENT is to be governed by and construed in accordance with the laws of the State of Califor- nia.
IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in confirmation of this AGREEMENT as of the day and year first above written.
ENCINA ADMINISTRATIVE AGENCY
Chairman
Approved as to fo b -G,_ City Manager
EM Counsel
ADS ENVIRONMENTAL SERVICES, INC. COMPREHENSIVE SERVICE AGREEMENT
This Service Agreement defines the services offered and the terms and conditions relating thereto with respect to the Agreement entered into by and between ADS ENVIRONMENTAL SERVICES, INC. (ADS) and the Encina Administrative Agency (EAA), dated November 1, 1990.
Products Serviced By ADS:
Products Serviced By Others:
Services Performed By ADS:
Diagnostics:
Repair:
1. ADS will provide all service under the terms and conditions specified in this Agreement for equipment as listed on Appendix A.
2. ADS will present Manufacturers' Service Agreements covering the equipment for which ADS supplies but does not perform repairs and maintenance service (i.e., central computer and peripherals).
3. ADS will perform the following services on equipment it services:
a. Remote diagnostic check-out of all equipment using its most current procedures and programs from its facilities in San Diego, California, or other service locations, by use of telephone lines.
b. Repair and preventative maintenance services, including battery replacement, necessary to keep the equipment operating in accordance with the manufacturer's design specifications. These services will be performed at the ADS service facilities in San Diego, California, or other service locations. The types of services to be performed under this Agreement includes but is not limited to the following:
Communication link failure Depth sensor replacement. A depth sensor shall be considered for replacement if the sensor has less than 5 good sensor pairs with 8 good firings. The sensor will be cleaned first; however,' if the sensor does not meet these minimum requirements, it will be replaced. Low battery voltages. Battery voltages shall be considered as being low when the
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Sezdce Scheclule:
Primary Contact:
Response Time:
Quarterly Maintenance Visits:
Inventory:
Service Statement:
d.
e.
h.
+12V is less than lO.OV. ADS will replace the batteries within the scheduled response time. Velocity sensor replacement. A velocity sensor shall be considered for replacement if the sensor readings are a constant value or zero indicating loss of sen- sitivity.
The field service shall accomodate (EAA) normal operating hours of 8:Oo A.M. to 12:OO noon and 1:00 P.M. to 5:00 P.M. Monday through Friday.
ADS shall designate a field service representative who shall be the primary contact with EAA for the resolution of field problems. Written notification of any change in this primary contact will be provided to EAA.
ADS will respond to a notification of malfunction within 48 hours, and within an additional 48 hour period, ADS will repair or replace equipment. The designated field representative will notify the EAA of the service schedule.
ADS will provide once per quarter year site visits to perform hydraulic and electronic calibration, confirmation and hardware checks.
ADS shall maintain an adequate supply of batteries, sensors, and monitors in the local area for use in servicing the EAA's system.
ADS will provide a Statement of Repair Service performed or diagnostics run when the service is performed.
Services Performed By
EM:
4. EAA agrees to perform the following functions in connection with this Agreement. EAA agrees that certain activities must be acknowledged prior to ADS having any obligation to perform services enumerated in Paragraph 3 hereof.
Interface: a.
Assistance: b.
Notification: C.
Electronic Access: d.
To make no changes in the equipment or software that would preclude ADS from being able to interface via telephone with EAA equipment unless agreed to by ADS in writing.
Not to make repairs or perform maintenance or attempt to do so on the equipment unless authorized by ADS.
To notify ADS of an equipment malfunction within five (5) working days by phone or in writing.
To allow ADS to address the system electronically for purposes of running diagnostic tests and performing other functions in the course of this preventive maintenance test and checkout. EAA agrees to have available upon request by ADS any data or monitor information which would assist in the diagnostic procedure.
Prices: 5. Charges for all services as detailed in Section 1 of this Agreement shall be as follows:
1. For depth and velocity sites, $231/month 2. For depth only and existing meter (magmeter, sonic meter, etc.) sites, $2lO/month Total annual service cost per monitor is shown in Appendix B, attached.
Terms : 6. Invoices shall be monthly with payment due thirty (30) days from date of invoice.
Insurance 7. Proof of insurance shall be submitted prior to contract execution.
Worker's Compensation Insurance: ADS shall carry statutory amounts of Worker's Compensation and Employer's Liability Insurance on all its employees subject to statutory limits of the applicable Worker's Compensation Act.
Comprehensive Automobile Liability Insurance: ADS agrees to carry a Comprehensive Automobile Liability Policy providing bodily injury liability on an occurence basis and property damage liability on an occurence
a.
b.
C.
d.
e.
f.
basis. This policy shall protect ADS against all liability arising out of the use of owned or leased automobiles, both passenger and commercial. Limits of liability for Comprehensive Automobile Liability Insurance shall not be less than Five Hundred Thousand Dollars ($500,000) combined Single Limit.
Comorehensive General Liability Insurance: ADS agrees to carry a Comprehensive General Liability Policy providing bodily injury coverage on an occurence basis and including completed operations, independent contractors, and contractual liability coverage. Limits of liability for Comprehensive General Liability insurance shall be $500,000' bodily injury each occurence, and $l,OOO,OOO annual aggregate, including completed operations. Property damage liability shall not be less than $250,000 each occurence and $500,000 annual aggregate.
All policies must provide thirty (30) days advance notice to EAA in the event of cancellation, expiration, or alteration.
Additional Insured: The Encina Administrative Agency shall be named as additional insured.
Exclusions: 8. The following equipment and services shall be excluded from this Agreement:
Communications line work external to the equipment.
Changes or alterations in - specifications.
Painting or refinishing or furnishing materials therefore (except as damaged by ADS during service work).
Installation, moving, or removing of equipment unless required as part of the repair process.
Repairs made necessary by accident of EAA, its' employees, agents, contractors or invitees.
Repairs made necessary due to attempts by EAA to repair or maintain the
equipment unless authorized by ADS.
g* Service during holidays. Repair service during a holiday period, if requested by EAA, shall be at a Time & Materials rate of labor charge - $lOO/hour, travel time charge - $60/hour.
h. Maintenance and repair necessary to put equipment not under a monthly service contract in good repair.
i. Repairs made necessary due to events beyond ADS's control.
Service 9. This Agreement shall begin December 1, 1990 Agreement Terms: and continue in full force until termination is accomplished in one of the following ways:
a)
b)
cl
IN WITNESS WHEREOF, Agreement.
EAA or ADS provides a written notice of intent of termination. The contract shall terminate thirty (30) days after receipt of the notice.
A new Agreement between EAA and ADS is signed into effect for similar service.
EAA petitions for reorganization under the Bankruptcy Act or is adjudicated a Bankrupt, or if EAA fails to pay ADS any amount when due hereunder
-\ the parties have executed this
ADS ENVIRONMENTAL SERVICES, INC.
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ADS ENVIRONMENTAL SERVICES, INC. SCHEDULE OF EQUIPMENT APPENDIX A
This Schedule of Equipment defines the units covered this Agreement between ADS ENVIRONMENTAL SERVICES, INC. and the ENCINA ADMINISTRATIVE AGENCY.
Alpha Numeric Location Phone Number
Bl B2 B3 Cl c2 c3 El EEl L2 Ll OS1 Vl v2 VA1 VA2
Encina WWTP; 6200 Avenida Behind Green Oak Ranch
Encina WWTP; 6200 Avenida End of road on Avenida Encinas 6010 Avenida Encinas 3rd and B Street Encina WWTP; effluent 1960 La Costa Avenue 500' N. of Hwy 101 & La Costa Ave. Off Haymer Dr. 3700 Block: Haymer Dr. 500' E. of PS on Melrose Dr. 6450 El Camino Real 2310 Ranch0 Santa Fe Road
(619) 431-1542 (619) 727-0896 (619) 598-5018 (619) 431-1604 (619) 431-1634 (619) 431-1706 (619) 632-7036 (619) 431-1608 (619) 632-8597 (619) 632-8097 (619) 721-4762 (619) 439-6173 (619) 727-0974 (619) 431-0513 (619) 744-8236
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ADS ENVIRONMENTAL SERVICES, INC. COMPREHENSIVE SERVICE AGREEMENT PRICE LIST APPENDIX B
Annual Charge for Monitor Service
Site
Cl, Vl, OSl, Bl, B2, VA2, L2, B3, Ll
C2, C3, V2, El
EEl
$37,800.00
Monthly Charse/Site
$210.00
$231.00
$126.00
1200 ELM AVENUE
CARLSBAD, CALIFORNIA 92008
Office of the City Clerk
TELEPHONE
(619) 434-2808
August 4, 1989
Encina Water Pollution Control Facility
6200 Avenida Encinas
Carlsbad, CA 92008
Attn: Bill Hunter
Re: Encina Centralized Flow Metering Program Operation and
Maintenance Agreement
The Carlsbad City Council, at its meeting of August 1, 1989, adopted
Resolution No. 89-268, approving the Agreement for the Encina
centralized flow metering program operation and maintenance.
Enclosed for your records is one of the original agreements which
has been signed by the Chairman of the EEA and the Mayor of the
City of Carlsbad.
Also enclosed for your records is a copy of Resolution No. 89-268.
Encs.
June 19, 1989
ENCINA CENTRALIZED FLOW METERING PROGRAM OPERATION AND MAINTENANCE AGREEMENT Ref: 7026
This agreement is made and entered into on ye1989 by and between City of Carlsbad (hereinafter "AGENC I) and the Encina Administrative Agency (hereinafter lEEAA1l).
A.
B.
C.
D.
E.
F.
G.
RECITALS
AGENCY is a party to the Encina Joint Powers Basic Agreement (Basic Agreement) entered into on July 13, 1961 for the acquisition, construction, ownership, operation, and main- tenance of the Encina Joint Sewer System.
In connection with the operation of the Encina Joint Sewer System, a centralized flow metering system was installed to monitor the flows to the Encina facility (Unit I) and through the ocean outfall (Unit J).
Certain components of the centralized flow metering system are required specifically for metering flows from the AGENCY and are owned exclusively by the AGENCY. Other components of the system are either exclusively owned by other member agencies or are proportionately owned by each member agency based on unit J ownership as described in the Basic Agreement.
Certain components of the centralized flow metering system are located outside the physical boundaries of the Encina Water Pollution Control Facility and are within the service area of the AGENCY.
The EAA was created to administer, manage, operate, and maintain the Encina Joint Sewer system.
The AGENCY desires the EAA to operate and maintain the components of the centralized flow metering system which are exclusively owned by the AGENCY and located either within the boundaries of the Encina Water Pollution Control Facility and/or within the AGENCY'S service area.
The EAA has the ability to perform the desired services or to subcontract with outside firms as required to perform the desired services.
NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties hereto agree as follows:
1. Authorization to Operate and Maintain Meters. AGENCY hereby authorizes the EAA to operate and maintain the flow metering equipment described herein and as per the terms and conditions of this agreement.
Page Two Ref: 7026.1
2. Euuinment. The equipment to be operated and maintained by the EAA shall be the ADS flow metering equipment purchased for the purposes of monitoring flows to Units I and J as per the contract between EAA and ADS dated January 26, 1989 and as described as follows:
Site No. Location
Cl c2 c3
Flume at Encina South of Encina North of Encina
3. Term of Asreement. This agreement shall begin upon approval of both the EAA and the AGENCY and shall remain in force until termination by either EAA or AGENCY per item 19 "Termination".
4. Comnensation. The cost to provide the required operation and maintenance of the flow metering equipment described herein shall be included in the Encina budget and shall be billed to AGENCY in accordance with the Basic Agreement and its Supple- ments.
The cost for 365 calendar days of service, for the metering equipment described under item 2 l'Eguipmentll shall be $7,860.
Should the AGENCY and EAA desire to continue service following 365 calendar days, compensation shall be adjusted per the ENRLA index at that time.
5. Services Provided. The services provided shall be those services as described in the ADS Services Agreement (Appendix A) which was included as part of the January 26, 1989 contract between ADS Services Inc. and the EAA. The services shall be performed by the EAA or by a qualified firm subcontracted by the EAA at the discretion of the EAA.
6. Data Access. The computer station located at the Encina Water Pollution Control Facility shall be designated the master station. The EAA and its subcontractors shall be authorized to collect data from AGENCY owned flow metering equipment and to provide reports per existing Encina flow metering policy.
Member agencies with the necessary hardware and software shall be allowed to access stored flow data from AGENCY flow metering equipment.
7. Access to Field Mounted Eouinment. AGENCY shall authorize the EAA and its subcontractors to access flow monitoring equipment located within the service area of the AGENCY. The EAA shall be issued keys or lock combinations where applicable. EAA shall contact AGENCY prior to access to service areas. AGENCY shall authorize EAA and/or its subcontractors to access the site alone, or shall require AGENCY staff to be present prior to access, per AGENCY discretion. Should AGENCY staff
Page Three Ref:7026.2
8.
9.
10.
11.
presence be required, AGENCY shall provide access within 60 minutes. AGENCY shall not be responsible for the safety conditions associated with work performed by the EM or its subcontractors. The EM and its subcontractors shall be required to comply with all federal, state, and local safety requirements including CALCSHA requirements for confined spaces. EM shall submit its subcontractors safety procedures manual for AGENCY review. Review of procedures shall in no way diminish EM or its subcontractors responsibilities. The EM shall coordinate the efforts between EM, its subcontrac- tors, and AGENCY personnel as required.
Replacement Euuipment. If replacement of equipment to be serviced per this agreement is required, the AGENCY shall be so advised and shall review and authorize the recommended replacement. The total cost for replacement of equipment directly associated with monitoring AGENCY flow shall be paid by the AGENCY.
Restrictions Reaardins ADS Ecuinment. AGENCY personnel shall not attempt to service the equipment to be serviced by the EM per this agreement in any manner. The phone lines to the flow metering equipment described herein shall be dedicated lines and shall not be tampered with or used by AGENCY for any other purpose.
Maintenance of Member Asencv Eouinment. In order to provide complete flow reporting capabilities, the EM shall be assured that in locations where equipment to be serviced by the EM interfaces with AGENCY flow metering equipment:
0 The equipment shall be properly maintained.
0 The EM shall be made aware of any anticipated modifica- tions or calibration of AGENCY equipment at least 14 calendar days prior to commencing work.
0 Should modifications to AGENCY equipment inhibit the operation of the equipment serviced by the EM, the AGENCY shall take all necessary actions required to establish a new metering location.
0 The AGENCY shall be responsible for coordinating the efforts of its equipment manufacturers as required to mitigate problems linked to the manufactures equipment.
Should AGENCY flow metering equipment, other than the eguip- ment serviced under this agreement, be out of service longer than 30 continuous calendar days, AGENCY shall submit to the EM board a written evaluation of the metering problem and an anticipated schedule and remedy plan.
Insurance. EM shall require its subcontractors to carry the following insurance as a minimum:
Page Four Ref: 7026.3
12.
13.
14.
15.
16.
Worker's Comnensation Insurance: Statutory amounts of Worker's Compensation and Employer's Liability Insurance on all its employees subject to statutory limits of the applicable Worker's Compensation Act.
Comnrehensive Automobile Liability Insurance: Comprehensive Automobile Liability Policy providing bodily injury liability on an occurrence basis and property damage liability on an accident basis. This policy shall protect subcontractor against all liability arising out of the use of owned or leased automobiles, both passenger and commercial. Limits of liability for Comprehensive Automobile Liability Insurance shall not be less than Five Hundred Thousand Dollars ($500,000) combined Single Limit.
Comprehensive General Liabilitv Insurance: Comprehensive General Liability Policy providing bodily injury coverage on an occurrence basis and including completed operations, independent contractors, and contractual liability coverage. Limits of liability for Comprehensive General Liability insurance shall be $500,000 bodily completed operations. Property damage liability shallnotbe less than $250,000 each accident and $500,000 annual aggregate.
All policies must provide thirty (30) days advance notice to EM in the event of cancellations, expiration, or alteration. EM shall notify AGENCY within 24 hours of notification of cancellations.
Hold Harmless. EM shall indemnify and hold AGENCY harmless from any claims, losses, liabilities, or other damages due to services performed as described herein, whether by act, error, or omission. AGENCY shall likewise indemnify and hold EM harmless from any claims, losses, liabilities or other damages for AGENCY's inability to meet the conditions of this Agree- ment.
Nonassianment. Neither this agreement obliqations and duties of either party hypothecated, encumbered or transferred written approval of the other party.
nor the rights, may be assigned, without the prior
Bindins Nature. This Agreement and its terms, covenants and conditions shall apply to, inure to the benefit of, and bind the successors and assigns of the parties hereto.
Entire Aareement. This Agreement represents the entire agreement between the parties, superseding and replacing any prior negotiations, discussions or agreements of the parties relation to the subject matter hereof.
Amendment. This Agreement may be amended at any time by an agreement in writing signed by both parties.
Page Five Ref: 7026.4
17.
18.
19.
20.
Attornevls Fees. In the event of litigation to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees in addition to costs.
Written Notice. Any notice or other instrument required by this agreement shall be deemed delivered if deposited, certified mail, in the United States mail and addressed as follows:
II EM”
Encina Administrative Agency 6200 Avenida Encinas Carlsbad, CA 92009
"AGENCY" City of Carlsbad 1200 Elm Ave Carlsbad, CA 92009
Notice of a change of address shall be delivered in the same manner as any other notice provided by this paragraph, but shall not be deemed effective until received by the other party to this agreement.
Termination. This agreement may be terminated in whole or in part by either the EM or AGENCY by submitting written notice not less than 90 calendar days prior to termination. Notice shall be delivered by certified mail, return receipt re- guested.
If Agreement is terminated in whole or in part, an adjustment in compensation shall be negotiated between AGENCY and EM.
Governins Law. This AGREEMENT is to be governed by and construed in accordance with the laws of the State of Califor- nia.
IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in confirmation of this AGREEMENT as of the day and year first above written.
ENCINA ADMINISTRATIVE AGENCY
By:
Approved as to form and legality e- %/& Emounsel
COXPREHEI8IVB BERVICB AGREEMENT
BBTWERBI RZLA AND ADS SERVICES INC.
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Am 8BRvIcB8, INC.
col!PRKmm3rvB SERVICE MRmKExT
This SewiCe Agreement d8fineS khe Servic66 offered and the terms and oonditions relating thereto with respect to the AGFtEEMENT entered into by and b6tween ADS Servioes, Inc. (ADS), with offices located at 5490 Ckmplex St. Unit 603, San Diego, CA. 92123 and The Encina Administrativ8 Agenoy (RAA), with offices located at 6200 Avenlda Encina6, Carlsbad, CA. 92008-0171 (AGENCY), dated , 1989.
ROdUCtS
serviced
WALB:
Roduate 3uviced By otherm:
ScuUiC88 periorred mlrpe:
Diagno8tia
aMlcterly Maintenance Visits
1. ADS will provide all servioe under the . terms and cohditions 6peciffed in this Agreeaent for equipBent supplied now or at a lat8r date vith respect to the Schedule of tquipment (Appendix A).
2. AD6 will present Manufacturers' Service Agreements oovering tha equipment for which ADS supplies but doee not perform repairs snd maintenance 68rvice (I..., central computer and peripherals).
3. ADS will perform the following services on l guipaaent it services:
a. Remote diagnostic check-out of all eguipmont procedures using its mostfr~;rrm~ and program faoilities in Huntsville, Alabama, or other service locations, by use of telephon8 lines.
b. Repair and preventative maintenance sexvices, including battery replacement, necessary to korp the 8 uipnent operating in accordance P w th the manufacturer's design speoifications. These 88rvices will be performed at the ADS servScs faoilities fn Runtsvills, Alabasa, or other service lacat~ons.
c. ADS will respond to a notification of malfunction v&thin 48 hours, and vlthin an additional 48 how repair spare ,io; era~~lat*vKiT~ tZp:&
d. ADS will provids as a minim, once par quarter year site visits to perrforpp hydraulic and l leotronio calibration,
1
t0’d T98mcP6f9T 01 ‘341 ‘S33Ina33 sau WOU 6S:ST 686f-6WWf c
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_. : . .
confirmation and hardware checks.
S%lX?iC8 Statement 8. ADS will provide a Statment of Repair Swvic8 pwformod or diagnostics run when th8 r~~icr is parfozmed.
senrIc88 4. AGENCY agrees t0 perform th8 fOlkWing
Perforrea By functions in connection vith this
BUYER: Agra8n8nt. AGENCY 8gr888 that e8rtain aotiviths must b8 perfomed prior to ADS having any obligation to perforn senrioes enumerated in Paragraph 3 h8r8Of.
Interface a.
Assistance b.
Notif ication C.
Elemtronio ACCesS d.
Pric8s
TO ma8 no change8 in th8 CrqUipWnt or softwar that would preolUd8 ADS from being aba8 to interfao8 via telaphona with AGENCY's 8quigarent W&MBS agreed to by ADS Sn writing.
Not to rake repair8 or perform Mint8nIME8 OI' att8mpt to do SO On th8 equipment Unl888 authorized by ADS.
day8 by phone or %n vrlting.
To allov ADS to addrem th8 8y8t8m 8lectronically for purposes of running diagno8tic test6 and p8rforming other funCtiOn8 in the CoUra8 Of this pr8v8ntive maint8nance test and Ch8CkOUt.
SI. Charge8 for all S8ZViC88 as detailed in z;;gI 1 of this agreenr8nt shall be as
1. ?Or.d8pth and velocity siterr, $22O/Wnth 3. ?or depth only and exi8ting St;t;
@w--, monies meter, etc.) I S2OO/montb 'Pat~l~~lsenti~cortperronitarls 8hovn tn Tab18 1, attaobd.
lfonthly 6. SerVlCS8 equipm8nt wad 8ervioes from this Aw88aMnt:
BWlUSiOM:
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-_. ,.* . *
.a .
.* I .
. * a.
b.
c.
d.
8.
f.
9*
h.
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Comamnications line Work 8xt8rnal to the equipment.
Chan 88 or
tip8Cif cations. 3 alt8rations in
Painting or refinishing or furnishing aaterials therefore (8xc8pt as damage by ADS during l 8nti~8 work).
Installation, moving, or ruoving of equipment unless r8guir8d as part of th8 repair process.
Repair8 mad8 necessary by accident of the AGENCY, it8 employ888, agents, contractors or invitees,
Repairs mad8 necessary due to att8mpt8 by AGENCY to repair or maintain the 8&pWlt W08SS authoriz8d by AD$.
Service during holidays. Repair service during a holiday period, if requested by AGENCY, shall be at a rate agre8Q to by both parti in vriting.
Maintenance and repair necessary to put equipmukt not wader a monthly servicia contraot in good repair.
p Service Contract ahall remain in force for
semli.or 7. 365 cal8ndar days following initiation of the Contraat Terms 88wiC8 COapon8nt Of the AGREEMENT in Writing by the AGENCY. Ths AGENCY shall haV8 an option to extend th8 contract up t0 730 additional calendar days. Cost for additional servics shall be based on the cost quudiszin and adjusted using the ourrmt . .
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