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Home My WebLink AboutHach Company; 2014-01-29; Hach 1-2014Hach 1-2014 CARLSBAD MUNICIPAL WATER DISTRICT PUBLIC WORKS LETTER OF AGREEMENT AGREEMENT FOR QUARTERLY SERVICE ON THE APA6000 HACH COMPANY ($5000 or less) This letter will serve as an agreement between Hach Company, a Corporation (Contractor) and the Carlsbad Municipal Water District (District). The Contractor will provide all equipment, material and labor necessary to perform quarterly service on our APA600 Ammonia/Chlorine Analyzer, per the Contractor's proposal dated 3cLi\. Ao iH* and the District specifications, for a sum not to exceed Three Thousand Five Hundred Thirty Four dollars ($)3,534.00. This work is to be completed within one year after issuance of a Purchase Order. ADDITIONAL REQUIREMENTS 1. Cityof 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 their 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 Risk Manager or the Executive Manager of the District. 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 shaSl 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 seq., and Carlsbad Municipal Code Sections 3.32.025, et seq 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. APA6000 Ammonia/Chlorine Analyzer - 1 - General Counser Approved 6/18/13 Hach 1-2014 8. 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 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. 9. CMWD Contact: Eric Sanders. 760-438-2722 ext. 7151 Contractor Contact: Stephanie Smith. 800-227-4224 ext. 6481 CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT PO Box 389, 5600 Lindbergh Dr., Loveland, CO 80539-0389 1-800-227-4224 P 1-970-669-2932 F stesmith@hach.com ' (^ign here) ^ " (print name/title) By: By: Assistant Executive Manager, Doputy DtCGUtive Manager or Divioion Diroetor QO authorizGd by tho &(ooutivo Monagcf* .V sign here) (print name/ti'tle) *Subject to contract addendum attached herewith. If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. 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: CELIAA. BREWER, General Counsel BY: 'Assistant General Counsel APA6000 Ammonia/Chlorine Analyzer - 2 ~ General Counsel Approved 6/18/13. HACH COMPANY | 5600 Lindbergh Drive | PO Box 389 | Loveland, Colorado 80559 ! P 970.669.3050 | F 970.569,2932 | hach.com November?, 2013 Dear Prospective Customer: By signature below the following Hach representatives are hereby authorized (during the period of November 7," 2013 through December 31, 2014) to sign all bid documents, representations and certifications, and saies/service contracts submitted by Hach to prospective customers in accordance wth Hach's Internal contract procedures, and which do not require a Corporate Officer's signature: Greg DiNoia Pam Keller Lino Oddi Mike Strycker Adrian Revuelta Robert Bollea Lance Reisman Bruce Zimbelman Roxanna NIttmann Gary Dreher Marty Jost Staci Lamfers Kurt Tyler Ronald Khoshabeh Debbie Casale Kevin Klau Paul Farrell Heather Looney Shawn Collins Brian Staff Stephanie Smith Robbin Crane Rachel Schneider Delcie Robeson Chris Westlake Collins King Miguel Molina Mike Rembelski Brett Hellier Heather Johnston Lori Pegelow Chris Serafin We appreciate the opportunity to do business with your organization, Sincerely, Hach Company 'Vice President of Sales, Service & Customer Support 800-227-4224 p 970-669-2932 f wvjw.hach.com ..... . -•>,.7i3S:/.-'Si5-\%«^vW^^^ Page : 1 of 2 HACH SERVICE PARTNERSHIP Paitnership Number : HACHl 19370 I m m\ SERVICEPIUS QUOTATION I m m\ SERVICEPIUS Headquarters WebSite: www.hach.com Remittance P,0. Box 389 2207 Collections Center Dr 5600 Lindbergh Drive Chicago, IL 60693 Loveland, CO 80539-0389 Wire Transfers Purchase Orders Bank of America 231 S. LaSalle SL Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 I* Partnership Number : Hach Company Contact Customer Ref Customer Phone HACHl 19370 Smith, Stephanie RENEWAL QUOTE 760-438-2722 Service Partnership Phone : Customer Fax : 760-431-1601 Quotation Date ; Expiration Date : Service Partnership Email : Customer Contact: Customer Email : 29-JAN-14 13-FEB-14 stesmith @hach. com JONES, GAIL Bill-To Account #103962 Customer Name CITY OF CARLSBAD Ship-To Account #103962 CITY OF CARLSBAD Addres s4 Address 1 Address2 Address3 City,State, PostalCode Province/ Country ACCOUNTS PAYABLE 1635 FARADAY AVE CARLS BAD-CA-92008-731 4 US Customer Name Address4 Address 1 Address2 Addres s3 City, State, Postalcode Province/ Country MUNICIPAL WATER DISTRICT 5950 EL CAMINO REAL Payment Terms: Net 30 Billing Method: Annually Currency: USD CARLSBAD-CA-92010 US Line Service Name Line Total Covered Product Start Date End Date Description/Serial Number 1 FSPAPA6000 1.1 5500600 08-FEB-14 07-FEB-15 Fid SVC-4V APA6000 - ALL APA6000AMM/MONOCHLORAMI NE W/AT/KITS ; 990900000101 $3,534.00 2 HACH PM 4 VISIT 2.1 FIELD CONTRACT SITE 08-FEB-14 07-FEB-15 4 ON SITE VISITS Field Service Contract site visit; HACHl 19370 $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. $3,534.00 $0.00 $3,534.00 To schedule onsite visits, please call 1-800-227-4224 x6478 or email dispatch@hach.com. Contract Addendum to Contract Forms HACH119370 Hach Service Contract Renewal (the "Project") Parties: City of Carlsbad. ("Customer") Date: February 5, 2014 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 tlie 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 INS TRUMENTS HEREUNDER. SELLERDOES NOT GUARANTEE THAT THE OPERATION OF TFIE EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. SELLER DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TFIE 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: ^Ylh^(/L<A Name: Name: yy\\r^J^"^ ^'5"^^/^^^^ Title: Title: Cf^ V Date: Date: H V / 1 j Contract Addendum Page 2