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Home My WebLink AboutHach Company; 2013-02-13;PUBLIC WORKS LETTER OF AGREEMENT This letter will serve as an agreement between Hach Company, a Corporation (Contractor) and the Carlsbad Municipal Water District (District). The Contractor will provide all equipment, material and labor necessary to perform quarterly service on our APA6000 Ammonia/Chlorine Analyzer, per the Contractor's proposal dated January 17, 2013, and the District specifications, for a sum not to exceed Three Thousand Four Hundred Fourteen dollars ($)3,414.00. This work is to be completed within one year after issuance of a Purchase Order. ADDITIONAL REQUIREMENTS 1. City of Carlsbad Business License 2. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless the City of Carlsbad and the District, and its agents, officers and employees, from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of this Contract or work; or from any failure or alleged failure of the contractor to comply with any applicable law, rules or regulations including those relating to safety and health; except for loss or damage which was caused solely by the active negligence of the District; and from any and all claims, loss, damage, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by this Contract, unless the loss or damage was caused solely by the active negligence of the District. The expenses of defense include all costs and expenses, including attorney's fees for litigation, arbitration, or other dispute resolution method. 3. Contractor shall furnish policies of general liability insurance, automobile liability insurance and a combined policy of workers compensation and employer's liability in an insurable amount of not less than five hundred thousand dollars ($500,000) each, unless a lower amount is approved by the City Attorney or the City Manager. Said policies shall name the City of Carlsbad and the District as a co-insured or additional insured. Insurance is to be placed with insurers that have (1) a rating in the most recent Best's Key Rating guide of at least A-:V, and (2) are admitted and authorized to transact the business of insurance in the State of California by the Insurance Commissioner. Proof of all such insurance shall be given by filing certificates of insurance with contracting department prior to the signing of the contract by the District. 4. The Contractor shall be aware of and comply with all Federal, State, County and City Statutes, Ordinances and Regulations, including Workers Compensation laws (Division 4, California Labor Code) and the "Immigration Reform and Control Act of 1986" (8USC, Sections 1101 through 1525), to include but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Contract. 5. The Contractor 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 seg.. and Carlsbad Municipal Code Sections 3.32.025, et seg init init 6. The Contractor hereby acknowledges that debarment by another jurisdiction is grounds for the District to disqualify the Contractor from participating in contract bidding. init init 7. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 8. The general prevailing rate of wages, for each craft or type of worker needed to execute the -- 1 -- Revised 02/11/02 contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California 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 employed by him or her in the execution of the contract. TO INDICATE ACCEPTANCE OF THIS AGREEMENT, PLEASE SIGN IN THE SPACE BELOW AND RETURN TO: Jase Warner (Project Mgr) Water Utilities (Department) 5950 El Camino Real Carlsbad. CA 92008 (Address) (Name of Contractor) By:. (Sign^ere) 0 (Contractor's License Number) (Print Name and Title) (E-mail Address) (Sign Here) (Print Name and Title) (E-mail Address) posr ^^CCLM<^C^ KA/vcc^e*^ Date J ^ Dobjeo*^ -^o Co/x-VCcLtir CL^^^/v^vJry^ ^JcWctttsA^ VJLS^ ^ « 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. '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: CELIA BREWER, City Attorney BY: 2 ~ Revised 02/11/02 SERVICE HACH SERVICE PARTNERSHIP QUOTATION Page : Partnership Number: 1 of 2 HACHl 19370 Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders WebSite: www.hach.com 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 Smith, Stephanie 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 : 17- JAN-13 18- MAR-13 stesmith@hach.com WARNER, JASE JASE.WARNER@CARLSBA DCA.GOV Bill-To Account #103962 Customer Name CITY OF CARLSBAD Address4 ACCOUNTS PAYABLE Address 1 1635 FARADAY AVE Address2 Ship-To Account # 103962 CITY OF CARLSBAD AddressS City,State, PostalCode CARLSBAD-CA-92008-731 4 Customer Name Address4 Address 1 Address! AddressS City,State, Postalcode MUNICIPAL WATER DISTRICT 5950 EL CAMINO REAL CARLSBAD-CA-92010 Payment Terms: Net 30 Billing Method: Annually Currency: USD Province/ Country US Province/ US Country Line i Start 1 End Date 1 Descriptbiifl&ertal Number 1 FSPAPA6000 1.1 5500600 08-FEB-13 07-FEB-14 Fid SVC-4V APA6000 - ALL:08-FEB-13:07-FEB-14 APA6000,AMM/MONOCHLORAMI NE W/AT/KITS ; 990900000101 $3,414.00 2 HACH PM 4 VISIT 08-FEB-13 2.1 FIELD CONTRACT SITE 07-FEB-14 4 ON SITE VISITS:08-FEB-13:07-FEB-14 Field Service Contract site visit; HACH 119370 $0.00 Sub Total: Tax: Total: 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 l-866-902-HACH(4224). Please reference your partnership agreement number when calling. $3,414.00 $0.00 $3,414.00 SERVICE Page : 2 of 2 SERVICE HACH SERVICE PARTNERSHIP QUOTATION Partnership Number: HACHl 19370 SERVICE Headquarters P.O. Box 389 WebSite: www.hach.com Remittance 2207 Collections Center Dr 5600 Lindbergh Drive Chicago, IL 60693 Wire Transfers Loveland, CO 80539-0389 Chicago, IL 60693 Wire Transfers Purchase Orders Bank of America 231 S. LaSalle St. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 To schedule onsite visits, please call 1-800-227-4224 x6478 or email dispatch@hach.com. If I can be of any further assistance please contact me at 1- 800-227-4224 x6481. My email is stesmith@hach.com and fax 970-619-5938. Thank you for your business! Stephanie Smith Service Partnership Renewals All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS"), incorporated herein by reference and published on Hach Company's website at www.hach.com/terms . Hach TCS are incorporated by reference into each of Hach's offers or quotations, order acltnowledgments, and invoice and shipping documents. The first of the following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale ("Contract") in accordance with the Hach TCS, subject to Hach's final credit approval: (i) Buyer's Issuance of a purchase order document against Hach's offer or quotation; (II) Hach's acknowledgement of Buyer's order; or (iii) commencement of any performance by Hach in response to Buyer's order. Provisions contained in Buyer's purchase documents that materially alter, add to or subtract from the provisions of these Terms and Conditions of Sale shall be null and void and not considered part of the Contract Customer Name Customer P.O. Number Customer Reference Number CITY OF CARLSBAD Contract Addendum to Contract Forms HACH119370 Hach Service Contract Renewal (the "Project") Parties: City of Carlsbad. ("Customer") Date: January 28 2013 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. Contract Addendum Page 1 5. Affiliates. 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. 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: By Name: Name: ff^ \()t^t\ J • iSt^eXtr Title: Title: ^ Date: Date: Contract Addendum Page 2