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HomeMy WebLinkAboutHach Company; 2018-07-02; UTIL1697AGREEMENT FOR APA6000 AMMONIA/CHLORINE ANALYZER PREVENTATIVE MAINTENANCE SERVICES HACH COMPANY UTIL 1697 THIS AGREEMENT is made and entered into as of the 1 ~ day of ::1lJ W , 2018, 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 HACH COMPANY, a Delaware corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a qualified manufacturer of water quality products that is experienced in preventative maintenance services for APA6000 ammonia/chlorine analyzers. B. Contractor has the necessary experience in providing professional services and advice related to preventative maintenance for APA 6000 ammonia/chlorine analyzers. C. Contractor 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and 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. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term of three (3) years shall not exceed twelve thousand nine hundred ninety-one dollars and five cents ($12,991.05). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount for year four (4) shall not exceed four thousand five hundred ninety-two dollars and seventy-three cents ($4,592.73) and the amount for year five (5) shall not exceed four thousand seven hundred thirty dollars and fifty-one cents ($4,730.51). CMWD reserves the right to withhold General Counsel Approved Version 9/27 /17 UTIL 1697 a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. 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. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. General Counsel Approved Version 9/27 /17 2 UTIL 1697 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's 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 or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their 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. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have 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. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 11.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. General Counsel Approved Version 9/27/17 3 UTIL 1697 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. General Counsel Approved Version 9/27/17 4 UTIL 1697 16. 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 Name Title Eric Sanders Utilities Supervisor Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone 760-438-2722 x7151 For Contractor Name Title Stephanie Herman 5600 Lindbergh Drive Address 5600 Lindbergh Drive Loveland, CO 80539 Phone E-mail 1-800-227-4224 x6481 stherman@hach.com 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. 17. 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 four categories. Yes D No cg/' 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended General Counsel Approved Version 9/27/17 5 UTIL 1697 by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21 TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. General Counsel Approved Version 9/27/17 6 UTIL 1697 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill Ill Ill /II Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 9/27/17 7 UTIL 1697 27. 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 CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ~ -By_:__,,_.,..._ _ ____..,.'------~,J----,--c------- (sign here) Wendy hambers/General Manager I as authorized by the Executive Manager &'!~Nb /4<rH f3tl MAN.+68'L Ct,L,6/1-l ~VIC-€ (pfint name/title) 7 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 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 ArBRJWER, ~al Counsel By: ~ Deputy General Counsel General Counsel Approved Version 9/27/17 8 UTIL1697 EXHIBIT "A" SCOPE OF SERVICES All-inclusive parts and four scheduled preventative maintenance visits annually for APA6000 ammonia/chlorine analyzer. JOB QUOTATION . . -. . . . . ... .. ITEM UNI QTY ·DESCRIPllQN PRICE 'NO. T .. • ·-> Years 1, Preventative maintenance for APA6000 ammonia/chlorine 1 Job analyzer-Fld Svc-4V APA6000, APA6000, 2&3 AMM/MONOCHLORAMINE W/AT/KITS; 990900000101 $12,991.05 THREE-YEAR TOTAL NOT TO EXCEED $12,991.05 Preventative maintenance for APA6000 ammonia/chlorine 2 Job Year4 analyzer -Fld Svc-4V APA6000, APA6000, AMM/MONOCHLORAMINE W/AT/KITS; 990900000101 - 3% increase $4,592.73 FOURTH YEAR TOTAL NOT TO EXCEED $4,592.73 Preventative maintenance for APA6000 ammonia/chlorine 3 Job Year5 analyzer -Fld Svc-4V APA6000, APA6000, AMM/MONOCHLORAMINE W/AT/KITS; 990900000101 - 3% increase $4,730.51 FIFTH YEAR TOTAL NOT TO EXCEED $4,730.51 TOTAL NOT TO EXCEED FOR ALL FIVE YEARS* $22,314.29 *Includes truces, fees, expenses and all other costs. General Counsel Approved Version 9/27/17 9 SERVICEPLUS CERTIFIED PROGRAMS Exhibit "A" APA 6000 Field Service Partnership Your Hach APA 6000 Field service plan provides: all inclusive parts and four scheduled preventative maintenance visits performed by a Hach Field Service Technician. The Field Service Partnership also includes all visits authorized by the Hach Technical Support Team and a special priority toll free number that will be included with your Partnership documentation. During the pre-scheduled site visits, your Hach Field Service Technician will complete: Verification of Instrument performance/Maintenance • Perform limited instrument cleaning. • Review and evaluate user programmed parameters. • Verify all instrument connections (including initial evaluation of the network topography). • Evaluate all instrument alarm and warning conditions (internal to your Hach instrument) • Verify instrument operating voltages. • Reagent dispensation system. • Colorimeter cleaning and inspection. • Replace the valve rotor, pump seals, O-rings, tubing and fittings, if necessary during each visit at no additional charge • Verify software and update as necessary Repairs • Perform required repair service including parts and labor as necessary • Includes sending unit to the factory if unable to repair in the field at no additional charge. This instrument will go to the head of the bench repair queue. • Abuse or Acts of God not covered. Reporting/Certificate of Performance • Provide Hach Field Service Report with complete documentation of service performed and measurements/readings. • Issue Certificate of Instrument Performance for each instrument that successfully passes final testing. Training • Provide basic end user training on general instrument operation and maintenance (Advance notice required by the customer). hach.com/service I 800-227-4224, ext. 6178 Contract Addendum to Contract Forms HACH19370 Hach Service Contract Renewal (the "Project") Parties: City of Carlsbad. ("Customer'') Hach Company ("Supplier'') Date: March 8, 2018 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 oflaw, 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 TIIB EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. SELLER DISCLAJMS TIIB IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOLE REMEDY FOR BREACH OF WARRANTY IS REP AIR OR REPLACEMENT OF DEFECTNE 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. 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. Contract Addendum Page 1 6. Acceptance and Set-off. Except to the extent agreed upon in writing by Supplier's Chief F inancial 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 S upplier's warranties. 7. Insura nce. Supplier is not obligated to purchase or carry Professio nal 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 sha ll supersede or null ify this Contract Addendum. Supplier's obl igations unde r the Agreement may only be modified by w ritten agreement of Supplier thro ugh the same duly authorized representative who has signed this Contract Addendum, or such person's duly authorized successor. [N WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives, intending thereby to be legally bound. Customer By: ________ _ Name: ---------- Title: ---------- Date: ---------- Hach Company: Contract Addendum Page 2 HACH I 5600 Lindbergh Drive I PO Box 389 I Loveland. Colorado 80539 I P 970.669.3050 I F 970.669.2932 I hach.com January 29, 2018 Dear Prospective Customer: By signature below, the following Hach representatives are hereby authorized (during the period of January 29, 2018 through December 31, 2018) to sign all bid documents, representations and certifications and sales/ service contracts submitted by Hach to prospective customers in accordance with Hach's internal contract procedures and which do not require a Corporate Officer's signature: Kevin Klau Chris Serafin Heather Looney Lance Reisman Melissa Voronin Ian Morrison Darin Stell Robert Bollea Alyssa Prill Barry Lyon Kathleen Dyekman Adrian Revuelta Christophe Pattyn Brett Hellier Ray Ruth Mike Strycker Stephanie Herman Roxanna Starika Roberto Gregori Jesus Herrera Kevin Sweeney George Davison Heather Johnston Oliver Wadosch Joe Manning Marty Jost James Welch Lino Oddi Staci Lamfers Shawneen Wildman Mike Rembelski Samantha Lee Bruce Zimbelman We appreciate the opportunity to do business with your organization. Sincerely, Darin Stell Hach VP of Global Sales ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~, 09/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA INC. PHONE I FAX 1050 CONNECTICUT AVENUE, SUITE 700 tatr Mft i:vt•· IA/C Nol: WASHINGTON, DC 20036-5386 E-MAIL ADDRESS: Attn: Danaher.certrequest@marsh.com Fax (212) 948-0503 INSURER(SI AFFORDING COVERAGE NAIC# 040108-ALL-7/1.-17-18 HACH NO INSURER A : ACE American Insurance Company 22667 INSURED HACH COMPANY INSURER a : National Union Fire Ins. Co. of Pittsburah, PA 19445 5600 LINDBERGH DRIVE INSURER C : Indemnity Ins Co Of North America 43575 LOVELAND, CO 80539 INSURER D : ACE Fire UndelWfiters Insurance Comoanv 20702 INSURER E: Aori General Insurance Comoanv 42757 INSURERF: COVERAGES CERTIFICATE NUMBER: CLE-006194116-02 REVISION NUMBER: 8 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL i:iUBN POLICY EFF ,~~J?,Wlv, LIMITS LTR ,.,~n ,an,n POLICY NUMBER IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY HDOG27867777 07/01/2017 07/01/2018 EACH OCCURRENCE $ 2,000,000 I CLAIMS-MADE 0 OCCUR uAMAGE TO REN 11:u $ 2,000,000 PREMISES /Ea occurrence\ X Contractual Liability MED EXP (MY one person) $ 10,000 ,__ 2,000,000 X Broad Form PD PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 5,000,000 Pl DPRO-DLOC PRODUCTS -COMP/OP AGG $ 5,000,000 POLICY JECT OTHER $ A AUTOMOBILE LIABILITY ISAH09060418 07/01/2017 07/01/2018 COMBINED SINGLE LIMIT $ 3,000,000 ,__ (Ea accident\ X ANY AUTO BODILY INJURY (Per person) $ --01/v'NED SCHEDULED BODILY INJURY (Per accidenl) $ ,__ AUTOS ONLY ,__ AUTOS HIRED NON-Ov-AIIED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accidentl --$ B X UMBRELLA LIAS M OCCUR 28189225 07/01/2017 07/01/2018 EACH OCCURRENCE $ 5,000,000 -EXCESSLIAB CLAIMS-MADE AGGREGATE $ 5,000,000 OED I I RETENTION $ $ C WORKERS COMPENSATION WLRC64411676 (AOS) UI/Ul/lUi7 07/01/2018 X I ~f:TUTE I I OTH-ER A AND EMPLOYERS' LIABILITY Y/N WLRC6441169A (CA, MA) 07/01/2017 07/01/2018 ANYPROPRIETOR/PARTNERIEXECUTIVE 0 E.L. EACH ACCIDENT $ 2,000,000 D OFFICER/MEMBER EXCLUDED? N/A SCFC64411688 (WI) 07/01/2017 07/01/2018 2,000,000 (Mandatory in NH) E. L. DISEASE ·· EA EMPLOYEE $ E g~sc:.fi'tft~ o1OPERATIONS below WLRC64411706 (TN) 07/01/2017 07/01/2018 E. L DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER IS ADDITIONAL INSURED FOR GENERAL LIABILITY AND AUTO LIABILITY BUT ONLY AS REQUIRED BY WRITTEN CONTRACT WITH RESPECT TO THE OPERATIONS OF THE NAMED INSURED. WAIVER OF SUBROGATION IS APPLICABLE FOR WORKERS COMPENSATION WHERE REQUIRED BY WRITTEN CONTRACT. '"SEE ADDITIONAL PAGE FOR NOTICE OF CANCELLATION" CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C/O EXIGIS INSURANCE COMPLIANCE SERVICES THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O. BOX 4668-ECM #35050 ACCORDANCE WITH THE POLICY PROVISIONS. NEW YORK, NY 10163-4668 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukhe~ee ~~-. ~~- © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 040108 --------------------LO C #: Washington ADDITIONAL REMARKS SCHEDULE' AGENCY NAMED INSURED MARSH USA INC. HACH COMPANY 5600 LINDBERGH DRIVE POLICY NUMBER LOVELAND, CO 80539 CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance IF ACE AMERICAN INSURANCE COMPANY (ACE) & INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (ACE) CANCELS THE POLICIES (EXCEPT FOR THE WISCONSIN WORKERS COMPENSATION POLICY) PRIOR TO ITS EXPIRATION DATE BY NOTICE TCTTHE FIRST NAMED INSURED FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM, ACE WILL ENDEAVOR TO SEND WRITTEN NOTICE OF CANCELLATION AT LEAST 30 DAYS PRIOR TO THE CANCELLATION DATE APPLICABLE TO THE POLICY. SUCH NOTICE WILL BE SENT VIA ELECTRONIC OR OTHER MEANS AS ACE DETERMINES, TO THE PERSONS OR ORGANIZATIONS LISTED IN THE SCHEDULE THAT THE FIRST NAMED INSURED PROVIDES OR HAS PROVIDED TO ACE. Page 2 of 2 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 06/21/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA INC. PHONE I FAX 1050 CONNECTICUT AVENUE, SUITE 700 tAJr 1,.1,.. c ... 1-\. IA/C Nol: WASHINGTON, DC 20036-5386 E-MAIL ADDRESS: Attn: Danaher.certrequest@marsh.com Fax (212) 948-0503 INSURER(S) AFFORDING COVERAGE NAIC# 040108-ALL-7/1.-18-19 HACH NO INSURER A: ACE American Insurance Company 22667 INSURED HACH COMPANY INSURER B : National Union Fire Ins. Co. of Pittsburgh, PA 19445 5600 LINDBERGH DRIVE INSURER C : Indemnity Ins Co Of North America 43575 PO BOX 389 INSURER D : ACE Fire Underwriters Insurance Comoanv 20702 LOVELAND, CO 80539 42757 INSURER E : Aqri General Insurance Comoanv INSURERF: COVERAGES CERTIFICATE NUMBER· CLE-005379500-22 REVISION NUMBER· 16 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,~n wvn POLICY NUMBER IMM/DDNYYYl /MM/DDNYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY HDOG71097353 07/01/2018 07/01/2019 EACH OCCURRENCE $ 2,000,000 ~ ~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence l $ 2,000,000 X Contractual Liability MED EXP (Any one person) $ 10,000 ~ X Broad Fonm PD ~ PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 Pl DPRO-DLOC 5,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY ISAH25158829 07/01/2018 07/01/2019 COMBINED SINGLE LIMIT $ 5,000,000 fEa accident\ ~ X ANY AUTO BODILY INJURY (Per person) $ ~ ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS ONLY ~ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) ~ ~ $ tJ X UMBRELLA LIAB M OCCUR 28189551 07/01/2018 07/01/2019 EACH OCCURRENCE $ 5,000,000 ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I I RETENTION$ $ C WORKERS COMPENSATION WLRC65224069 (AOS) U7/Ul/LU1~ 07/01/2019 X I ~ffTuTE I I OTH- AND EMPLOYERS" LIABILITY ER A Y/N WLRC65224021 (CA,MA,AZ) 07/01/2018 07/01/2019 2,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE 0 EL EACH ACCIDENT $ D OFFICER/MEMBER EXCLUDED? N/A SCFC65223946 (WI) 07/01/2018 07/01/2019 (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ 2,000,000 E If yes, describe under DESCRIPTION OF OPERATIONS below WLRC65223983 (TN) 07/01/2018 07/01/2019 E.L DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101. Additional Remarks Schedule. may be attached if more space is required) THE CITY OF CARLSBAD IS ADDITIONAL INSURED (EXCEPT FOR WORKERS COMPENSATION) ONLY AS REQUIRED BY WRITTEN CONTRACT WITH RESPECT TO THE OPERATIONS OF THE NAMED INSURED. CERTIFICATE HOLDER CANCELLATION CARLSBAD MUNICIPAL WATER DISTRICT-CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: CONTRACT ADMINISTRATION THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 FARADAY AVENUE ACCORDANCE WITH THE POLICY PROVISIONS. CARLSBAD, CA 92008 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ~~-.....;._ ~ •..:: ....... ~ ...... © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: HOO G71097353 1 Endorsement Number: 13 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Addltlonal Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization whom you have agreed to All locations where you are performing work for such include as an additional insured under a written additional insured pursuant to any such written contract. contract, provided such contract was executed prior to the date of loss. Information reauired to comolete this Schedule, If not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s} or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional Insureds, the following is added to Section IU -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 ~ Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: HOO G71097353 1 Endorsement Number: 10 COMMERCIAL GENE~L LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Omanlzation(s} Locatlon(s) Of Covered Operations Any Owner, Lessee or Contractor whom you have All locations where you are performing ongoing agreed to include as an additional Insured under a operations for such additional Insured pursuant to written contract, provided such contract was executed any such written contract. prior to the date of loss. Information reQuired to complete this Schedule if not shown above will be shown In the Declarations. A. Section II -Who 1s An Insured is amended to include as an add'1tional insured the person(s) or organlzation(s) shown in the Schedule, but only with respect to liability for "bodily injury", Mproperty damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The Insurance afforded to such additional Insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the Insurance afforded lo these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: i All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be perfo1TT1ed by or on behalf of the additional lnsured{s) at the location of the covered operations has been completed: or 2. That portion of "your work'' out of which the injury or damage arises has been put to Its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additlonal insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided lo the additional Insured is required by a contract or agreement, the most we CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Avallable under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 2010 0413