HomeMy WebLinkAboutUS Filter RJ Environmental Products; 2005-08-19;AMENDMENT NO. 1 TO AGREEMENT FOR CHLORINE VAPOR SCRUBBER SERVICES
U.S. FILTER, A SIEMENS BUSINESS
TNs Amendment No. 1 is entered into and effective as of the Or day of
_ , 2006, amending the agreement dated August 197' 2005 (the
"Agreement"!) 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
Carlsbad, referred to as ("CMWD"), and U.S. Filter, a Siemens Business, ("Contractor")
(collectively, the "Parties") for Cleaning the RJ-2000 Emergency Chlorine Vapor Scrubber
System.
RECITALS
A. On August 19, 2005, the Parties entered into the original agreement; and
B. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMWD and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A".
2. CMWD will pay Contractor for all work associated with those services described
in Exhibit "A" on a time and materials basis not-to-exceed Seven Thousand Four Hundred
dollars ($7,400.00). Contractor will provide CMWD, on a monthly basis, copies of invoices
sufficiently detailed to include hours performed, hourly rates, and related activities and costs for
approval by CMWD.
3. Contractor will complete all work described in Exhibit "A" by one year from the
date of the amendment.
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
6. The individuals executing this Amendment 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 Amendment.
General Counsel Approved Version #07.05.01
(e-mail address)
(sign here)
(print name/title)
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad
President, Executive Manager or
designee
ATTEST:
(e-mail address)
'/MiiillIf 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,
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
Deputy General Co
REV. 07/18/2006
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
Itemized List of what Contractor will do for CMWD and at what price.
General Counsel Approved Version # 07.05.01
A Siemens Business
USFILTER DAVIS PROCESS
2650 TALLEVAST ROAD TELEPHONE 800-345-3982
SARASOTA, FLORIDA 34243 FACSIMILE 941-351-4756
June 29, 2006
Ms. Gail Jones
City of Carlsbad
5950 El Camino Real
Carlsbad, CA 92008
Phone: (760) 438-2722
Fax: (760)431-1601
Email: gjone@ci.carlsbad.ca.us
Subject: Monthly Service Contract -Maerkle PS- USFilter Emergency Chlorine Scrubber
Dear Ms. Jones,
Thank you for your interest in having USFilter service your two (2) USFilter Emergency
Chlorine Scrubbers. Your current contract expires on 08/19/06. Please find the following
renewal proposal.
Monthly Service Contract
The service contract shall include the following:
• Inspection of all system components
• Measurement of caustic soda concentration
• Test emergency response of system to simulated chlorine leak
• Inspection of exhaust fan and belt adjustment
• Replacement of fan belts as needed
• Measure motor amperages
• Lubrication of moving parts as needed
• Monthly report
In addition to the above, the following will be done once per year:
• Internal inspection of the scrubber including the nozzles
• Inspection of the recirculation pump and casing (Forklift or Boom truck by City)
• Re-gasketing of the top access cover
Cost: $7,400
The Existing Terms & Conditions Shall Apply with the following changes:
1. Contractor name shall be USFilter Davis Process
2. Contract amount shall be $7,400
Cost does not include additional parts. Parts will be quoted separately if needed.
Please sign the following and fax the entire document to me at 951-693-4162. If you have any
questions, please contact me at 714-412-2505. Thank you for your consideration and I look
forward to working with you.
Sincerely,
USFILTER
Vince Marano
Sales Representative
K.:\cf\A\Altivia\Carlsbad, CA\maerk!ePSmonthlyserviceproposal
Accepted by:
Signature: /^
Date:
Printed Name:
6^*50 g t (Wu«D
Title:
Company: —'
Billing Address:
Site Address:
PO Number:
Please fax all four j$ pages back in order to authorize USFilter to proceed with the scope of
work.
C& 9c3QQ #
(VrkLU. CA- «?.
OFFICER'S CERTIFICATE
I, Deborah M. Newell, Vice President and Secretary of U.S. Filter Wastewater Group,
Inc., a Delaware corporation (the "Corporation") that includes the U.S. Filter/Davis Products
Group, do hereby certify on behalf of the Corporation that attached hereto is a true and correct
copy of an authority matrix to the Corporation's Bid, Proposals and Contract Approvals and
Execution Policy that sets forth the authority of certain employees of the Corporation (identified
either by name or by position) to execute and deliver bids, proposals and purchase and sales
contracts and all related ancillary agreements, documents and instruments of a specified value
(collectively, "Contracts"). The employees identified on such matrix are duly authorized to
execute and deliver, on behalf of the Corporation, Contracts of the type and up to the value
indicated opposite their respective names or positions.
IN WITNESS WHEPvEOF, the undersigned has executed this Certificate on the o2v
200'
Deborah M. Newell
Vice President & Secretary
WWTS
APPROVAL AND EXECUTION AUTHORITY FOR PURCHASE AND SALES CONTRACTS
Level
1
2
3
4
5
6
Transaction Value*
of Contract
$25 MM
$25 MM
$10 MM
$5 MM
$2.5 MM
$750 K
Types of Contracts
Any
Any
Any
Any
Any
Any, except as noted
Business Group
Approval Authority
USFilter President
Systems Group President
MEG Executive Vice
President
WWTS Senior Vice President
General Managers
Doug Davis; Wayne Coody;
Wandell Hobbs; Cleo
Whitlock; Paul Tisdale; Jim
Carroll; Carole Hughes/Vic
Peth; Jeff Fangman; Rick
Parker; Rob Lawson
(Customer sales contracts
only); Heads of Purchasing for
each Business Center
(Purchase orders or contracts
and office equipment leases
only)
Transaction Value is defined as total revenue and/or expenditures, as applicable,
over the life of the Contract
NOTES: In addition, employees authorized to approve specific types of Contracts at levels 4
through 6 shall also have authority to execute any Contract of the same type
approved at a higher level by a person responsible for their Business Center or to
whom they report. For example, General Managers may execute Contracts
approved by the Senior Vice President; Jim Carroll will have authority to execute
Contracts approved by the General Manager of Zimpro, and Cleo Whitlock will
have authority to execute Contracts approved by any General Manager.
Any purchase Contract that purports to bind more than a single Business Center
must also be approved by the Head of Purchasing for the Systems Group and by the
Corporate Purchasing Dep artment.
Authority to approve/execute a Contract includes the authority to approve/execute
all ancillary documents, e.g., change orders and bonds up to the same values,
certificates and other bid submission documents.
This matrix reflects authority levels with respect to purchase and sales Contracts
(including equipment leases) only. Authority to approve and execute other types of
Contracts is set forth on a separate matrix.
AGREEMENT FOR CHLORINE VAPOR SCRUBBER SERVICES
U.S. Filter RJ Environmental Products
THIS AGREEMENT is made and entered into as of the [q& day of August,
2005, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency
organized under the Municipal Water Act of 191 1, and a Subsidiary District of the City of
Carlsbad, referred to as (”CMWD”), and U.S. Filter RJ Environmental Products, a Chlorine
Vapor Scrubber Company, (“Contractor”).
RECITALS
CMWD requires the professional services of a Chlorine Vapor Scrubber that is
experienced in Cleaning Chlorine Vapor Scrubber Systems. 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, THEREFOREy 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 12 months from the date first
above written. The Executive Manger may amend the Agreement to extend it for two (2)
additional one (1) year periods or parts thereof in an amount not to exceed Three Thousand Six
Hundred dollars ($3,600.00) per Agreement year. Extensions will be based upon a satisfactory
review of Contractor’s performance, CMWD needs, and the appropriation of funds by the
CMWD Board of Directors. The parties will prepare a written amendment indicating the effective
date and length of the extended Agreement.
3. Compensation. The total fee payable for the Services to be performed will be Three
Thousand Six Hundred dollars ($3,600.00). 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.
claim, cause of action or liability incurred by CMWD as a result of a third party claim (including
the City of Carlsbad’s employees) for personal injury, death or damage to tangible property, to
the extent caused by Contractor’s negligence. Contractor’s indemnification is conditioned on
CMWD (a) promptly, and in any event, within six months after completion of services, notifying
Contractor of any claim, and (b) providing reasonable cooperation in defense of any claim.
Indemnification. Contractor shall indemnify, defend and hold CMWD harmless from any
6. Limitations of Liabilitv. Notwithstanding anything else to the contrary, CONTRACTOR shall not be liable for any consequential, incidental, special, punitive or other indirect damages, and CONTRACTOR’S total liability arising any time from services rendered, shall not exceed the
value of this service contract. These limitations apply whether the liability is based on contract,
1
General Counsel Approved Version #04.04.02
tort, strict liability or any other theory. The foregoing limitations and exclusions shall not apply to
any third part claims for indemnification for which vendor is responsible pursuant to Item 6 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-:V 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
insured's 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.
8. 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.
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 Carlsbad Business License for the term of this Agreement.
IO. 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.
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 sea, and Carlsbad Municipal Code Sections 3.32.025,
g. Contractor further acknowledges that debarment by another jurisdiction is grounds for the Carlsbad Municipal Water District to terminate this Agreement.
12. 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.
13.
monies due or to become due under it, without the prior written consent of CMWD.
Assiclnment. Contractor may assign neither this Agreement nor any part of it, nor any
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 #04.04.02
2
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.
CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized
under the Municipal Water Act of 191 1,
and a Subsidiary District of the City of /&of b A ltd Carlsbad
(print na&/title)
& L&r <& **By- -
ign here) ChJ I gd~lk~d& ATTEST: (print name/title)
W Secretary
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@) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, General Counsel
By: ' Deput? Genebal kunsel -
General Counsel Approved Version #04.04.02
3
EXHIBIT “A”
SCOPE OF SERVICES
Per attached proposal from U.S. Filter
General Counsel Version 04.04.02
July 26,2005
Dear Jim,
Because your service contract has expired, here is a proposal to continue monthly service for your RJ-2000
Emergency Chlorine Vapor Scrubber Systems. We are sole service provider for that system and have sent you a
letter stating this.
Scope of Supply
Each of your Emergency Chlorine Scrubber Systems will continue to be inspected and serviced monthly. The
service includes the following:
Inspection of all system components
Measurement of caustic concentration
Adjustment of caustic level and/or caustic concentration as needed
Test emergency response of system to simulated chlorine leak
Inspection of exhaust Fan and belt adjustment
Measure motor amperages and compare to normal values
Lubrication of moving parts as needed
Monthly Report
In addition to the above, the following tasks will be done once per year:
o Internal Inspection of scrubber including nozzles
o Inspection of Recirculation Pump impeller and casing
o Re-gasketing of the top access as needed
o Installation of new belt on exhaust fan
We are happy to keep the cost for this yearly service contract the same as last year:
o Monthly
$3,600 per year ($300 per month for both scrubbers)
.This transmission contains confidential information intended for use only by the above named recipient. Reading, discussion, distribution,
or copying of this message is strictly prohibited by anyone other than the named recipient or his or her employees or agents. .If you have
received this fax in error, please immediately notify us by telephone (collect), and return the original message to us at the above address via U.S. Postal Service.
Page 2 Scope of
workdoc
Note 1: Adjustment of caustic level and/or caustic concentration due to major chlorine leak or other abnormal
conditions would not be covered under this contract.
Invoicing will be on a quarterly basis. Each invoice will be accompanied with reports for the same quarter. A copy
of inspection reports would be kept at the scrubber site.
If you would like to order this service, please fax back a purchase order, or sign and fax back the order
authorization form to: Attn: Margaret Berryhill at 858-486-8501.
It is our pleasure to have this opportunity to provide our services to the city of Carlsbad. Nothing is more
important to us than assuring that our emergency scrubber systems are working properly and ready to provide
reliable protection against chlorine gas leaks.
Sincerely,
Margaret Berryhill
Aftermarket Sales Manager
.This transmission contains confidential information intended for use only by the above named recipient. Reading, discussion, distribution,
or copying of this message is strictly prohibited by anyone other than the named recipient or his or her employees or agents. .If you have
received this fax in error, please immediately notify us by telephone (collect), and return the original message io us at the above address
via U.S. Postal Service.
Page 3 Scope of workdoc