Loading...
HomeMy WebLinkAboutHach; 2009-08-06;AGREEMENT FOR ANNUAL MAINTENANCE AND CALIBRATION OF MONO CHLOROMINE AND AMMONIA ANALYZER SERVICES HACH COMPANY THIS AGREEMENT is made and entered into as of the UL _ day of 2009, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, aPublic Agency organized under the Municipal Water Act of 191 1 , and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), and Hach 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 chloromine 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", with Attachments "A","B" & "C", 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 not exceed Seven Thousand dollars ($7,000.00). 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, General Counsel Approved Version #05.06.08 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 otherwise 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 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 seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the Carlsbad 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. General Counsel Approved Version #05.06.08 14.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. CONTRA _(sig7iT)ereJ CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad (print name/title) Executive Manager (e-mail address) (print name/title) e, fel k L&frRAINtflU. WOOD \ ' scretaryf ) V_^x C0 °^\ (e-mail address) If required by CMWD, proper notarial acknowledgment of execution by contractor 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, CFOor 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 Cdunsel General Counsel Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES Provide the following services for the Carlsbad Municipal Water District (CMWD) Provide itemized services per the following attachments: ATTACHMENT "A" HACH APA 6000 Field Service Partnership ATTACHMENT "B" HACH CL17 Field Service Partnership ATTACHMENT "C" HACH SERVICE CONTRACT QUOTATION 119370 The 12 itemized services provided per attachment "A" and "C" for one (1) APA 6000 to be performed quarterly (4 times per year) at the CMWD Maerkle facility. The 13 itemized services provided per attachment "B" and "C" for four (4) CL17 to be performed semi-annually (two times per year) at the following CMWD facilities; three (3) at the Maerkle Facility and one (1) at D3 Reservoir. General Counsel Version#05.06.08 HACH . ^r- ,-' ' -: ftf rflijf) Programs APA 6000 Field Service Partnership Your Hach APA 6000 Field Service Partnership (FSP) provides all inclusive parts, 4 scheduled periodic, preventative maintenance visits performed by a Hach Field Service Manager/Associate. 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 contract*, Model# & Serial# available when you call. During the 4 pre-scheduled site visits your Hach Field Service Manager/Associate will review and evaluate the following: • Installation and connections (including initial evaluation of the 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 representative will: • 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 of the bench repair queue. Be Right StayRightr JSt&KA aSSSBT1 LANGECa tffliJgeffij astro Ay«tOne palymehon CL17 Field Service Partnership Your Hach CL17 Field Service Partnership (FSP) provides all inclusive parts, two scheduled periodic, preventative maintenance visits performed by a Hach Field Service Manager/Associate. 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 ccntract#. Moclel# & Serial.'* available when you call. During the two pre-scheduled site visits your Hach Field Service Manager/Associate will review and evaluate the following: • Installation and connections (including initial evaluation of the network topography). • Reagent dispensation system. • User programmed parameters. • All instrument alarm and warning conditions (internal to your Hach instrument) • Instrument operating voltages. • Colorimeter operation. In addition to the itews above, your Hach representative will: « Verify calibration accuracy • Replace the lamp assembly (if equipped), tubing and fittings as 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 instrument in the field at no additional charge. This instrument will go to the head of the bench repair queue. Be Right. ^illityUiat p l"l i~lil"ll~ l";l 11*! i'Arvrfrr.l ^IAI • •^ ~- — —-' •••" p««|riii£llOn J,i«*[»-*fli»J ^rSHfifc-*(^QpP HACH SERVICE CONTRACT QUOTATION Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders 100 Dayton Ave Ames, IA 50010 United States Phone:800-227-4224 Ext.3601 Fax:515-956-3810 Paee ' Contract Number : WebSite: www.hach.com lof 4 HACH1 19370 Remittance 2207 Collections Center Dr Chicago, IL 60693 Wire Transfers Bank of America 231S.LaSalleSt. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 Contract Number : HACH1 1 9370 ,Se_rvli IContact^ Customer Ref : Customer Phone : Sullivan, Christina M Service Contact Phone : EVALUATION/ FSP QTE 760-438-2722 Customer Fax: ext. 3243 760-431-1601 Quotation Date : Expiration Date : Service Contact Email : Customer Contact: Customer Email : 21-APR-09 21-MAY-09 CSulliva@hach.com ADAMS, JOSEPH JADAMS@CI.CARLSBAD.C A.US Bill-To Account #103962 Ship-To Account # 103962 Customer Name Address4 Address 1 Address2 Address3 City.State, PostalCode Province/ Country CITY OF CARLSBAD ACCTS PAYABLE 1 635 FARADAY AVE CARLSBAD-CA-92008-73 14 US Customer Name Address4- Addressl Address2 Address3 City.State, Postalcode Province/ Country CITY OF CARLSBAD MUNICIPAL WATER DISTRICT 5950 EL CAMINO REAL CARLSBAD-CA-92010 US Payment Terms: Net 30 Billing Method: Annually Currency: USD Line Service Name •* ', • -• ',." - --,- . '. '-'"• '•>/&• > f-- "" .' V : ,. ;- ' :. '' "•!,*•. ':.'•",'• Covered Product 1 FSPAPA6000 1.1 5100000 \*4 ' | r$fcH ;0ate ^r:;ieii!W^|^J,%'''''tt^M}®ftcK^^Nli«fer,-^'.' , Line Total 26-MAY-09 25-MAY-10 Fid Svc-4V APA6000 - ALL: $2,687.00 ^g-f y . -g- APA6000, ALKALINITY W/AT/KITS ; 990900000101 FSPCL17COMP 2.1 5440000 26-MAY-09 25-MAY-10 2.2 2.3 2.4 4678000 4678000 4678000 Fid Svc-2V CL17 Cl(Compliant): CL17 FINAL ASSEMBLY W/KITS ; 000900001188 oo CHLORINE ANALYZER FINAL ASSY; 95090001 01 31 oo CHLORINE ANALYZER FINAL ASSY; 961 000011 889 oo CHLORINE ANALYZER FINAL ASSY ;96110001 1911 _ $2,784.00 PMTRAVEL4 3.1 26-MAY-09 25-MAY-10 FIELD CONTRACT SITE 4 On-site PM visits: Field Service Contract site visit ; HACH1 19370 $600.00 HACH PM 4 VISIT 4.1 FIELD CONTRACT SITE 26-MAY-09 25-MAY-10 4 VISIT ON SITE CONTRACT: Field Service Contract site visit ; HACH 11 9370 $0.00 Sub Total : Total: $6,071.00 $6,071.00 •dggiifi^ *s^S# BeRlgtir HACH SERVICE CONTRACT QUOTATION Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders 100 Dayton A ve Ames, IA 500 10 United States Phone:800-227-4224 Ext.3601 Fax:515-956-3810 Paee • Contract Number : WebSite: www.hach.com 2 of 4 HACK 11 9370 Remittance 2207 Collections Center Dr Chicago, IL 60693 Wire Transfers Bank of America 231 S. LaSalleSt. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 Contract Notes : START & END DATES PENDING ACCEPTANCE AND EVAL. Filed Svc-Evaluation visit to determine if instrument(s) qualify for a Partnership Contract. ***Important: Additional Repair Billing will be incurred at time of Evaluation if instrument(s) needs repair/upgrade. A PO is required before repairs are performed. PAYMENT IN FULL IS DUE AT TIME OF CONTRACT ACTIVATION.******************************************************************* PAYMENT IN FULL IS DUE AT TIME OF CONTRACT ACTIVATION.************************************ THE FIELD TERRITORY MANAGER FOR YOUR AREA IS EDDIE RESENDEZ AND HE CAN BE REACHED AT 800-227-4224 EXT 2014.************************************ IF I CAN BE OF ANY FURTHER ASSISTANCE PLEASE CALL ME AT 800-227-4224 EXT 3243 OR E-MAIL; csulliva@hach. com FAX 515-956-3810 THANK YOU. CHRISTINA SULLIVAN SERVICE ADMINISTRATION SPECIALIST. Customer Name Customer P.O. Number Customer Reference Number CITY OF CARLSBAD x^B&xe HH/lCMll B9KlgM- HACH SERVICE CONTRACT QUOTATION Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders 100 Day ton A ve Ames, IA 50010 United States Phone:800-227-4224 Ext.3601 Fax:515-956-3810 Contract Number : WebSite: www.hach.com 3 of 4 HACK 11 9370 Remittance 2207 Collections Center Dr Chicago, IL 60693 Wire Transfers Bank of America 231S.LaSalleSt. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 Be Right™ Service Partnership Programs* HACH COMPANY IS COMMITTED TO SUPPORTING OUR CUSTOMERS AFTER THE SALE IS MADE. IT IS FOR THIS REASON THAT WE HAVE DEVELOPED SEVERAL NEW SERVICE OFFERINGS TO SUIT THE UNIQUE NEEDS OF EVERY FACILITY. PRODUCT ELIGIBILITY A HACH Service Partnership Agreement can be purchased at the time you purchase your HACH instrument or at any time thereafter. HACH may, at its discretion, determine the Instruments to be eligible for, and the duration of, any HACH Service Partnership Program. The HACH instrument(s) that will be maintained under the Service Partnership Agreement must be in good operating condition and may not be modified in any way unless specifically modified for you by HACH. HACH may inspect equipment prior to performing contract service. If a unit has been tampered with or damaged, you will be billed at current time and material rates to return the instrument to its original working condition. PROGRAM OFFERINGS AND BENEFITS SUMMARY Self-Service Partnership Agreement (Customer Performs Service) HACH's Priority Self-Service Partnerships include HACH's exclusive toll-free priority technical support phone number; 866-902-4224 (available only to HACH Priority Partners). and a dedicated team to answer your technical instrumentation repair questions. If. after sending any necessary parts, HACH's technical support professional is unable to solve your instrument problem over the phone, HACH will schedule a site visit, free of charge, to help repair the instrument. HACH Priority Partners receive priority scheduling for on-site service. HACH shall use its best efforts to send a service professional to your site within two (2) weeks or ten (10) working days after HACH technical support has determined that the instrument cannot be repaired without on-site assistance. Hach will ship parts, at HACH's expense, whenever replacement parts are required for repair or preventative maintenance, as determined by HACH technical support or field service professional. In addition, HACH will provide one annual on-site visit for operator training. Self-Service Training Under the HACH Self Service Partnership, HACH will provide training and certification once annually for the particular site and instruments covered by the agreement. This training includes operation, general maintenance, preventative maintenance and modular repair. HACH will provide operator certification only on contracted equipment. HACH does not train independent repairmen or representatives, and all trainees must be employees working on-site at the facility(ies) named in the contract. Where applicable and accepted by the area in which the employer or employee resides, HACH will provide Continuing Education Units (CEU's) sponsored by Colorado State University, to employees who successfully complete the training program Bench Service Partnership Agreement (Service at Hach's Factory Service Center) Hach's Priority Bench Service Partnerships offer an exclusive toll-free priority technical support phone number; 866-902-4224 (available only to HACH Priority Partners). This support line can be used both for technical assistance and to alert HACH that you will be returning an instrument to HACH's repair center, freight prepaid, for preventative maintenance or repair. HACH shall use its best efforts to repair the instrument within five (5) working days after receipt of the instrument, always giving "Rush Repair* priority to customers with Bench Service Partnership Agreements. Repaired instruments shall be shipped to you by ground transportation at HACH's expense. Expedited delivery is available upon request at additional cost. All repair parts and factory labor are included in the cost of the contract, and there is no limit to the number of times that an instrument may be factory serviced. Field Service Partnership Agreement (HACH Provides Service At Customer Site) HACH's Field Service Partnerships offer exclusive priority toll-free (866-902-4224) access to HACH's technical support professionals and priority on-site service. This agreement also covers all on-site preventative maintenance. Preventative maintenance will be scheduled in advance, based on the schedule recommended in'the instrument service manual. If emergency field repair is required on covered instruments, HACH will use its best effons to send a service professional to you.- site within two (2) weeks or ten (10) working days after HACH receives yoi:r request for service on any covered instruments. All parts (including ground shipping), labor, and travel costs are included for all visits, and priority emergency field repair is available at no additional cos!. Preventative Maintenance Partnership Agreement (HACH Provides Maintenance Service At Customer Site) HACH's Preventative Maintenance Partnerships offer scheduled on-site preventative maintenance. Preventative maintenance will be scheduled in advance, based on the schedule recommended in the instrument service manual. All scheduled maintenance labor, travel costs and parts are included in the program (does not include repair parts). Note: Emergency, on-site repair visits are not included in this agreement. For all-inclusive, on-site coverage please select the Field Service Partnership Agreement. Calibration and Certification of Instruments Calibration and Certification is included as part of all Service Partnership Agreements. HACH's service professionals will calibrate your instruments and provide documentation for your records. Scheduled Inventory Reagent Replacement (SIRR) Plan This is an optional service for HACH's U.S. customers who plan to order at least four reagent replacements per year. HACH's Scheduled Inventory Reagent Replacement (SIRR) Plan allows customers to place just one order for reagents for an entire year and receive a discount on those reagents. The SIRR Plan applies to reagent items only and covers only the shipment of orders specified in the SIRR Plan agreement. Additional items ordered during the contract period not covered by the SIRR Plan agreement must be ordered separately and are not eligible to receive the SIRR discount. UPGRADING FROM YOUR CURRENT WARRANTY When purchasing a HACH Service Partnership Agreement at the time you purchase your instrument from HACH, HACH will reward you with a substantial discount on the price of a Hach Service Partnership contract (excludes Preventative Maintenance Partnership), simply for upgrading from your standard warranty. By upgrading to one of Hach's three Partnership agreements, you receive numerous advantages as described above. LIMITATIONS OF SERVICE The Services are designed to keep the equipment in, or restore the equipment to good working order through its useful life. The Services do not include instrument installation as HACH does not install instruments. Installation includes, without limitation, wiring, electrical connections, conduit, plumbing or connecting to plumbing. HACH does not assure accurate or uninterrupted operation of the equipment. Requested services outside the Service Partnership Agreement contract will incur current charges for labor, travel and non-covered parts. ^B^x» KHACHJ to Right' HACH SERVICE CONTRACT QUOTATION Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders 100 Day ton A ve Ames, IA 50010 United States Phone:800-227-4224 Ext.3601 Fax:515-956-3810 Pafff* ' Contract Number : WebSite. www.hach.com 4 of 4 HACH1 19370 Remittance 2207 Collections Center Dr Chicago, IL 60693 Wire Transfers Bank of America 23 IS. LaSalleSt. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 Hach Service Partnership Programs Terms and Conditions* THESE ARE THE TERMS AND CONDITIONS WHICH, TOGETHER WITH THE HACH SERVICE PARTNERSHIP PROGRAMS CONTRACT, CONSTITUTE THE AGREEMENT BETWEEN YOU (THE CUSTOMER) AND HACH COMPANY. OTHER TERMS UNACCEPTABLE AND HEREBY REJECTED These terms and conditions apply to all service, repair, maintenance and training provided by HACH under the HACH Service Partnership Program at the service level selected by Customer. All other terms, whether provided prior to or after these terms have been provided, are hereby rejected as unacceptable unless otherwise expressly agreed upon in writing. PRICES All sales, property, excise, and other federal, state, and local taxes (other than those based on HACH net income) shall be paid by the Customer. All invoices are payable within thirty (30) days of the date of the invoice. Past due amounts may be subject to an interest charge of one and one-half percent (1 -1/2%) per month, or the highest rate permitted by law. HACH may suspend the Services until any such past-due amounts have been paid. HACH may adjust the Service fees in the event the customer changes the equipment or attaches additional features or attachments to the equipment. PARTS Any non-functioning parts that are replaced and provided by HACH shall become the property of HACH. Parts provided by HACH in performance of Services may be new or refurbished parts which are functionally equivalent to new parts. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE Customer agrees to permit prompt access to equipment. Customer assumes full responsibility to back-up or otherwise protect its data against loss, damage or destruction before Services are performed. Customer is the operator and in full control of its premises, including those parts of the premises where HACH employees or contractors are performing service, repair and maintenance activities. Customer will ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services. Customer is the generator of any wastes, including withoutlimitation hazardous wastes, resulting from such services, repair and maintenance. Customer is solely responsible to arrange for the disposal of any wastes at its own expense. Customer, shall, at its own expense, provide HACH employees and contractors working on Customer's premises with all information and training required under applicable safety compliance regulations. If the instrument to be serviced is in a Confined Space, as that term is defined under OSHA regulations, Customer is solely responsible to make it available to be serviced in an unconfined space. Hach service technicians will not work in Confined Spaces. In the event that a Customer requires HACH employees or its contractors to attend safety or compliance training programs provided by Customer, HACH shall be paid the standard hourly rate and expense reimbursement for such training attended. The attendance at or completion of such training shall not create or expand any warranty or obligation of Hach and shall not serve to alter, amend, limit or supersede any part of this Agreement. ADDITIONAL CHARGES Services which must be performed as a result of any of the following conditions shall be subject to additional charges for labor, travel and parts: (a) equipment alterations not authorised in writing by HACH; (b) damage resulting from improper use; or in transit damage; accident, neglect, power surge, operating in an environment in which the instrument is not designed to operate; (c) the use of supplies or accessories which are not in conformance with HACH's specifications. (d) damage resulting from Acts of God such as lightning, flooding, etc. EXCLUSIVE WARRANTY AND REMEDY 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. HACH's exclusive warranty promise is to perform theServices in a workmanlike fashion and provide parts free of defects in materials and workmanship at the time of installation. In the event that HACH breaches this warranty, HACH's sole obligation and Customer's exclusive remedy shall be to have HACH 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. HACH DOES NOT GUARANTEE THAT THE OPERATION OF THE EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. HACH DISCLAIMS THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOLE REMEDY FOR BREACH OF WARRANTY IS REPAIR OR REPLACEMENT OF DEFECTIVE PARTS. LIMITATION OF LIABILITY IN NO EVENT WILL HACH BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS PROFITS NOR DAMAGE OR DESTRUCTION OF DATA EVEN IF HACH HAS BEEN ADVISED OF SAME. Except as to personal injury, HACH's maximum liability will be limited in any event to actual damages incurred by the Customer which are caused solely by the negligent acts or omissions of HACH or the cost of a replacement instrument whichever is lower. Customer agrees to provide HACH with prompt written notification regarding the specifics of any claim for damages and to provide with a reasonable opportunity to investigate. NO LIMITATION OF DAMAGES FOR PERSONAL INJURY IS INTENDED. SERVICE AND MAINTENANCE MANUALS Service and Maintenance Manuals (except those provided at the time of instrument sale) including, but not limited to, software or documentation furnished by HACH are confidential and proprietary. Customer agrees to keep Maintenance Manuals confidential and to use its best effort to prevent their unauthorized disclosure and use. Customer shall restrict access to Maintenance Manuals to Customer's employeesworking on Customer's premises. NOTICES All notices shall be in writing and all notices and payments shall be sent to the recipient at the respective address shown on the face of the Hach Service Partnership Service Agreement. FORCE MAJEURE Neither HACH nor Customer shall be liable for any delay or failure to perform its obligations due to any cause beyond its reasonable control. LIMITATION OF ACTIONS No action, regardless of form or basts arising out of transactions related to the Services or to the Services performed or to be performed may be brought by either party more than two (2) years after the cause of the action has occurred except that an action for non-payment may be brought within two \2) years after the date of the last payment. No action, regardless of form or basis arising out of transactions related to these services performed, or to be performed may be brought within two (2) years after the date of the last payment. MISCELLANEOUS PROVISIONS The HACH Service Partnership Programs and all matters pertaining thereto shall be governed by the laws of the State of Colorado. These terms and the contract attached hereto constitute the entire agreement between the parlies and may only be modified by a written instrument executed by the Customer and an authorized official of HACH. Any term or condition of an offer set forth on any purchase order or other document submitted by Customer which is inconsistent with any term or condition of the HACH Service Partnership Programs is of no force or effect. Neither Customer nor HACH will be bound by any oral agreement or representation irrespective of by whom or when made. No waiver by HACH of any defaults or breaches by Customer shall waive any future default or breach, whether alike or different in character. The invalidity of any provision hereof shall not affect the validity of the remaining provisions hereof. Customer may not reassign the Services without prior written consent of HACH. which consent will not be unreasonably withheld.