HomeMy WebLinkAboutHach Company; 2012-02-08;AGREEMENT FOR ANNUAL MAINTENANCE AND CALIBRATION OF MONO CHLORAMINE AND
AMMONIA ANALYZER SERVICES
HACH COMPANY
THIS AGREEMENT is made and entered into as of the day of
fj^iruajrct , 20/^, by and between the CARLSBAD MUNICIPAL WATER
DISTRICT, a PublitrAgency organized under the Municipal Water Act of 1911, and a Subsidiary District of the
City of Carlsbad, referred to as ("CMWD"), and Hach Company, a Corporation, a Corporation, ("Contractor").
RECITALS
CMWD requires the professional services of a qualified manufacturer of water quality products that is
experienced in maintaining and calibrating mono chloramine and ammonia analyzers. Contractor has the
necessary experience in providing these professional services, has submitted a proposal to CMWD and has
affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
CMWD and Contractor agree as follows:
1. Scope of Work. CMWD retains Contractor to perform, and Contractor agrees to render, those services
(the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with
the terms and conditions set forth in this Agreement.
2. Term. This Agreement will be effective for a period of one year from the date first above written.
3. Compensation. The total fee payable for the Services to be performed will be Three Thousand One
Hundred Thirty Five dollars ($3,135.00). No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten
percent (10%) retention until CMWD has accepted the work and/or the Services specified in Exhibit "A."
4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of
Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of
CMWD only as to the results to be accomplished.
5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees
arising out of the performance of the work described herein caused by any negligence, recklessness, or willful
misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to
or on behalf of an injured employee under the City's self-administered workers' compensation is included as a
loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance,
automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of insurance in
the State of California which has a current rating in the Best's Key Rating guide of at least A- VII OR with a
surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's
Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000)) each, unless
othenwise authorized and approved by the General Counsel or the Executive Manager. Contractor will obtain
occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The
insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior
written notice to the CMWD by certified mail. CMWD and the City of Carlsbad will be named as additional
General Counsel Approved Version #05.06.08
1
insureds on General and Automobile liability. Contractor will furnish certificates of insurance to CMWD, with
endorsements to CMWD prior to CMWD's execution of this Agreement.
7. Conflict of Interest. CMWD will evaluate Contractor's duties pursuant to this Agreement to determine
whether disclosure under the Political Reform Act and CMWD's Conflict of Interest Code is required of
Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure
is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the
Secretary of the Board those schedules specified by CMWD and contained in the Statement of Economic
Interests Form 700.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and
regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business
License for the term of this Agreement.
9. Termination. CMWD or Contractor may terminate this Agreement at any time after a discussion, and
written notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties
for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq.. and Carlsbad Municipal Code Sections 3.32.025, et sea. Contractor further acknowledges that debarment
by another jurisdiction is grounds for the Cadsbad Municipal Water District to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San
Diego County, California.
12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the prior written consent of CMWD.
13. Amendments. This Agreement may be amended by mutual consent of CMWD and Contractor. Any
amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
14. PREVAILING WAGE TO BE PAID
The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be
those as determined by the Director of Industrial Relations pursuant to the sections 1770, 1773, and 1773.1 of
the Labor Code. Pursuant to section 1773.2 of the Labor Code, a current copy of applicable wage rates is on
file in the Office of the City Engineer. The Contractor to whom the Contract is awarded shall not pay less than
the said specified prevailing rates of wages to all workers e
mployed by him or her in the execution of the Contract.
The Prime Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the
Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair
Practices Act." The City Engineer is the District's "duly authorized officer" for the purposes of section 4107 and
4107.5.
The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the
Contract for work.
14.Authoritv. The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority to bind
Contractor to the terms and conditions of this Agreement.
General Counsel Approved Version #05.06.08
2
CONTRACTOR
*Bv
4
sign here) 'JJ
(orint name/titled I
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad
By:
(e-mail address)
(sign here)
(print name/title)
General Manager
ATTEST:
r>^^^•^^^n^tX' ^
LORRAINE M. WOOD
Secretary
1^
(e-mail address) - «*».•. °
-•llllll
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
4-2
*Group A:
Chairman,
President, or
Vice-President
"Group B:
Secretary,
Assistant Secretary,
CFO or
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, General Counsel
By:.
Deputy General Counsel
General Counsel Version 07.05.01
SERVICE
HACH SERVICE PARTNERSHIP
QUOTATION
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
Page :
Partnership Number:
WebSite: www.hach.com
1 of 2
HACH119370
Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account; 8765602385
Routing (ABA): 026009593
Partnership
Number:
Hach Company
Contact
Customer Ref
Customer Phone
HACH 119370
Dillon, Jody L
RENEWAL QUOTE
760-438-2722 Ext. 7151
Service Partnership
Phone :
Customer Fax 760-431-1601
Quotation Date :
Expiration Date :
Service Partnership
Email :
Customer Contact:
Customer Email :
22-AUG-11
21-SEP-11
jdillon@hach.com
WARNER, JASE
JASE.WARNER@CARLSBA
DCA.GOV
Bill-To Account #103962
Customer Name CITY OF CARLSBAD
Ship-To Account # 103962
CITY OF CARLSBAD
Address4
Address!
Address2
Address3
City,State,
PostalCode
Province/
Country
ACCOUNTS PAYABLE
1635 FARADAY AVE
CARLSBAD-CA-92008-731
4
US
Customer
Name
Address4
Address 1
Address2
Address3
City.State,
Postalcode
Province/
Country
MUNICIPAL WATER
DISTRICT
5950 EL CAMINO REAL
CARLSBAD-CA-92010
US
Payment Terms: Net 30
Billing Method: Annually
Currency: USD
Line Service Name Line Total
Covered Product Start Date 1 End Date 1 Description/Serial Number
1 FSPAPA6000 27-SEP-11 26-SEP-12 Fid SVC-4V APA6000 - ALL $3,135.00
1.1 5500600 APA6000,AMM/MONOCHLORAMI
NE W/AT/KITS ; 990900000101
3 HACH PM 4 VISIT
3.1 FIELD CONTRACT
SITE
27-SEP-11 26-SEP-12 4 VISIT ON SITE CONTRACT
Field Service Contract site visit;
HACH 119370
$0.00
Sub Total :
Tax:
Total:
$3,135.00
$0.00
$3,135.00
Partnership Notes :
CONFIRMATION OF TYPE OF PAYMENT IS DUE AT THE TIME OF PARTNERSHIP ACTIVATION.
For immediate assistance, contact our exclusive partnership technical support group at 1 -866-902-HACH(4224).
Please reference your partnership agreement number when calling.
To schedule onsite visits, the territory manager for your area is Eddie Resendez and he can be reached at 1-800-227-4224 x2014.
If I can be of any further assistance please contact me at
Contract Addendum to Contract Forms HACHl19370
Hach Service Contract Renewal (the "Project")
Parties: City of Carlsbad. ("Customer") Date: September 29, 2011
Hach Company ("Supplier")
Recitals: Customer and Supplier are entering into a contract with respect to the Project and, for their
mutual convenience, are using Customer's standard contract forms ("Customer's Base Contract"). This
Contract Addendum is intended to provide reasonable revisions to Customer's Base Contract for the
purpose of enabling the Parties to enter into a contract for the above-named Project without prolonged
or complex negotiations regarding terms and conditions. Accordingly, this Contract Addendum is
hereby incorporated into the Customer's Base Contract and made an integral part thereof, taking
precedence over any contrary terms and conditions that may be contained therein, in any purchase
orders, or in any other writings, addenda or exhibits constituting part of the written agreement between
the Parties (collectively, the "Agreement").
Revisions: Notwithstanding anything to the contrary contained in the Agreement, the following
provisions and rules of construction and shall apply:
1. Indemnification. Any and all indemnification obligations imposed upon Supplier shall be
reduced to the extent that any negligence, recklessness or lesser standard of conduct or omission, or any
violations of law, by Customer or any third party contributes to any otherwise covered claims or
damages.
2. Limitation on Liability. The total liability of SUPPLIER and its subsidiaries, affiliates,
employees, directors, officers and agents arising out of the performance or nonperformance hereunder
or its obligations in connection with the design, manufacture, sale, delivery, and/or use of
Products/Services shall in no circumstance exceed in the aggregate a sum equal to $100,000.00.
3. Warranty: Supplier's warranty under the agreement shall be to warrant all workmanship and
parts used in repair and maintenance are covered under warranty for 90 days or until the end of the
contract, whichever is longer. In the event that Seller breaches this warranty. Supplier's sole obligation
and Customer's exclusive remedy shall be to have Supplier make all necessary adjustments, repairs or
replacement of parts which were defective at the time of installation. THERE ARE NO OTHER
EXPRESS OR IMPLIED WARRANTIES CONCERNING ANY SERVICE, PARTS, SUPPLIES OR
EXPENDABLE INSTRUMENTS HEREUNDER. SELLERDOES NOT GUARANTEE THAT THE
OPERATION OF THE EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. SELLER
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE SOLE REMEDY FOR BREACH OF WARRANTY IS REPAIR OR
REPLACEMENT OF DEFECTIVE PARTS
4. Intellectual Property. Supplier retains all rights in and to any intellectual property and
confidential information created or procured by it or its representatives at any time, and Customer shall
receive licenses to use such intellectual property and information only to the extent provided by implied
license under applicable law.
5. Afflliates. Except to the extent signed by a duly authorized representative of a particular
affiliate of Supplier, the Agreement does not bind any affiliates of Supplier.
Contract Addendum
Page 1
6. Acceptance and Set-off. Except to the extent agreed upon in writing by Supplier's Chief
Financial Officer, all goods and services delivered in connection with the agreement will be deemed
accepted upon delivery; and any set-off rights in the Agreement notwithstanding, Customer shall bear
the customary burden of proof with respect to any amounts invoiced by Supplier but not paid by the
invoice due date. This revision, however, shall not adversely impact any of Customer's rights under
Supplier's warranties.
7. Insurance. Supplier is not obligated to purchase or carry Professional Liability or E&O
Insurance coverage, provide copies of Supplier's policies, or provide waivers of subrogation.
8. Revisions to the Agreement: Nothing in the Agreement shall supersede or nullify this
Contract Addendum. Supplier's obligations under the Agreement may only be modified by written
agreement of Supplier through the same duly authorized representative who has signed this Contract
Addendum, or such person's duly authorized successor.
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly
authorized representatives, intending thereby to be legally bound.
Customer Hach Company:
By: Bv: ^ ^-
Name: Name: (JI/-HU.J /Q^^e^,
Title: Title:
^
Date: Date: / -^7^
Contract Addendum
Page 2