HomeMy WebLinkAboutSparling Instruments LLC; 2022-03-10; PSA22-1752UTILPSA22-1752UTIL
General Counsel Approved Version 6/12/18
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AGREEMENT FOR MAG METER TESTING AND CALIBRATION SERVICES
SPARLING INSTRUMENTS, LLC
THIS AGREEMENT is made and entered into as of the _____________________ day of
_________________________________, 2022, 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, ("CMWD"), and Sparling Instruments, LLC, a limited liability
company, ("Contractor”).
RECITALS
CMWD requires the professional services of a consultant that is experienced in mag meter
testing and calibration maintenance services. 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 sixty (60) days from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed will be three thousand ninety-eight dollars
and twenty cents ($3,098.20). 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. PREVAILING WAGE RATES
Any construction, alteration, demolition, repair, and maintenance work, including work performed
during design and preconstruction such as inspection and land surveying work, cumulatively
exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws.
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. Contractor shall not pay less than the said specified prevailing rates of wages to all
such workers employed by him or her in the execution of the Agreement. Contractor and any
subcontractors shall comply with Section 1776 of the California Labor Code, which generally
requires keeping accurate payroll records, verifying and certifying payroll records, and making
them available for inspection. Contractor shall require any subcontractors to comply with Section
1776.
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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.
6. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless 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 early 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 Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City 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.
The full limits available to the named insured shall also be available and applicable to CMWD as
an additional insured. Contractor will furnish certificates of insurance to CMWD with
endorsements to CMWD, prior to CMWD’s execution of this Agreement.
8. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD For Contractor
Name Andrew Wilson Name Yosufi Tyebkhan
Title Utilities Supervisor Title President
Carlsbad Municipal Water District Address 4097 N. Temple City Blvd.
Address 5950 El Camino Real El Monte, CA 91731
Carlsbad, CA 92008 Phone 626-444-0571
Phone 760-802-5720 E-mail ytyebkhan@sparlinginstruments.com
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Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
9. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yes ☐ No ☒
10. 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.
11. 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.
12. 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 CMWD to terminate this Agreement.
13. 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.
14. 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.
15. 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.
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16. 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 CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad
SPARLING INSTRUMENTS, LLC, a
limited liability company
By: By:
(sign here) Vicki V. Quiram, General Manager, as
authorized by the Executive Manager
Yosufi Tyebkhan, Managing Member
(print name/title)
By:
(sign here)
(print name/title)
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 Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President 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, General Counsel
By: _____________________________
Assistant General Counsel
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EXHIBIT “A”
SCOPE OF SERVICES
DESCRIPTION PRICE
Contractor’s technician to field test and
calibrate the following 14 Sparling mag
meters:
M07890
M09252
M09266
M09593
M09594
M13432
M16450
M17572
M17916
M19029
M21103
M21564
M22162
M27103
$3,098.20
TOTAL NOT-TO-EXCEED* $3,098.20
*Includes taxes, fees, expenses and all other costs.
DocuSign Envelope ID: 584DDDDA-4CC1-4334-AE33-E98B288648B0