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HomeMy WebLinkAboutHACH Company; 2015-03-10; UTIL1172/ TfHIS AGR NAf^R DISTRIC UTIL1172 AGREEMENT FOR QUARTERLY SERVICE ON THE APA6000 AMMONIA/CHLORINE ANALYZER HACH COMPANY EEMENT is made and entered into as of the X/^ 7^ day of 2015, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carisbad, ("CMWD"), and HACH COMPANY, a Delaware corporation, ("Contractor"). RECITALS CMWD requires the professional services of a qualified manufacturer of water quality products that is experienced in servicing AP6000 Ammonia/Chlorine 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 forthe Services to be performed will be Three Thousand Six Hundred Eighty Nine dollars ($3,689.00). 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. WAGE RATES 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 Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the 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 execution of the Contract. 5. 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. General Counsel Approved Version 1/30/13 UTIL1172 6. INDEMNIFICATION Contractor agrees to indemnify and hold hannless CMWD 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 CMWD incurs or makes to or on behalf of an injured employee under the CMWD'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 eariy termination of this Agreement. 7. 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 Risk Manager 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 CMWD by certified mail. CMWD will be named as additional insured on General Liability which shall provide primary coverage to CMWD. Contractor will furnish certificates of insurance to CMWD with endorsements to CMWD, prior to CMWD's execution of this Agreement. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 9. 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 Carisbad Business License for the term of this Agreement. 10. 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, ifthe services have been delivered in accordance with the Agreement. 11. 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 Carisbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. General Counsel Approved Version 1/30/13 UTIL1172 12. JURISDICTIONS AND VENUE 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. 13. 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. 14. 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// General Counsel Approved Version 1/30/13 UTIL1172 15. AUTHORITY 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. CONTRACTOR HACH COMPANY, a Delaware corporation By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carisbad. By: nagor or Director Patrick Thomas /feign here)/ (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a comoration. 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 A. BREWER, Genera^Counsel By:. ssistant General Coundl General Counsel Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES UTIL1172 No Service Name Covered Product Start Date End Date Description-S/N Fee 1 FSPAPA6000 1,1 5500600 3-6-2015 3-6-2016 Fld SVC-4V APA6000 - All APA6000, AMM/MONOCHLORAMI NE W/AT/KITS; 990900000101 $3,689,00 2 HACH PM 4 Visit 2,1 Field Contract Site 3-6-2015 3-6-2016 4 on site visits Field Sen/ice Contract site visit; HACH 119370 $0,00 TOTAL (Not-to-Exceed) $3,689.00 Exhibit B SERVICEPLUS- APA 6000 Field Service Partnership Your Hach APA 6000 Field Service Partnership (FSP) provides all inclusive parts, four scheduled periodic, preventative maintenance visits performed by a Hach Field Service Technician. The FSP Partnership also includes all visits authorized by our Hach Technical Support Team. To contact your Hach Technical Support Team call the Special Priority toll free number, this is included with your Partnership documentation. Call technical support to trouble shoot your specific instrument. Please have your contracts, Model# & Serial* available when you call. During the pre-scheduled site visits your Hach Field Service Technician will review and evaluate the following: Installation and connections (including initial evaluation ofthe network topography). Reagent dispensation system. User programmed parameters. All instrument alarm and warning conditions (internal to your Hach instrument). Instrument operating voltages. Colorimeter cleaning and inspection. In addition to the items above, your Hach Technician wilh Replace the valve rotor, pump seals, O-rings, tubing and fittings, if necessary during each visit at no additional charge. Provide end user training on instrument operation and maintenance (Advance notice required). Provide Hach Field Service Report with complete documentation of service performed. Certificate of Instrument Performance for each instrument that successfully passes final testing. Perform limited instrument cleaning. Includes sending unit to the factory if unable to repair sensor in the field at no additional charge. This instrument will go to the head ofthe bench repair queue Abuse or Acts of God not covered. hach.com/service Contract Addendum to Contract Forms HACH19370 Hach Service Contract Renewal (the "Project") Parties: City of Carlsbad. ("Customer") Date: Febmary 13, 2015 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 mles of constmction 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 infonnation 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. Custo Name Title Date Name: // (S<^€<g ^iMor/v- Title: \/PaLS«J^ Date: S^fl'^L'S Contract Addendum Page 2