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Hach Service A2015-212 Services Agreement i\-2.0 (S- 712. Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of Chino Hills. Only those items checked-off are MANDATORY,however if your standard policies exceed the minimum requirements please include. Commercial general liability Insurance must meet or exceed the requirements of ISO•CGL Form No.CG 00 01 11 85 or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal Injury,and property damage for the policy coverage. Liability policies will be endorsed to name the City,its officials,and employees as "additional Insured's"under said insurance coverage and to state that such insurance will be deemed"primary"such that any other insurance that may be carried by the City will he excess thereto. Workers'Compensation policies shall waive all rights of subrogation against City, its officers,officials, employees and agents for losses arising from work performed by Consultant for City. Such Insurance must be on an"occurrence,"not a"claims made,". Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a Contract order or an authorization to begin work. • Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least$1,000,000 per occurrence. ® Auto Liability,including owned, non-owned and hired vehicles with at least: ® $1,000,000 per occurrence. ❑ $100.000-300.000 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. • Workers' Compensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) ® Business License: The SERVICE PROVIDER shall agree to have a current City of Chino Hills license on file at City Hall or purchase said license(at no cost to the City). ® Scope of Services and/or Compensation Attachments ® Total Compensation Not-to-Exceed: 515.000.00 ® Expiration Date. June 30.2017 PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY CONTRACT BEING SENT TO YOU(ViA FAX OR HARD COPY)BY THE CONTRACT COMPLIANCE OFFICER,THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY, Company Name: By(Print name&title): Hach Service I Robbin Crane Company Street Address: City,State,Zip: 5600 Lindbergh Drive . ... I Loveland, CO 80538 Phone: E-Mall Address: { 800-227-4224 I rcrane@hach.com Mall two copies of the original agreement along with proof of insurance to:City of Chino Hil Is—City Clerk,14000 City Center Drive,Chino Hills,CA 91709 Originator/Department Contact: Che-1Dfeamans Date Initialed: 912512015 Vendor's Authorized Signature: `�`'� Date signed. 930%S— C_ Risk Management Approval: Y I Date Approved: 1,n/ `6 — r Department Director/City Manager Approval: `tate Approved: (1)/ �/3� 1,GENERALLY. The services ( "Contract") covered by this should any claim be brought against it by suit or otherwise, services agreement must be furnished by Contractor subject to all whether the same be groundless or not, arising out of the the terms and conditions contained in this contract which Contract or their performance, Contractor will defend City (at Contractor, in accepting this contract, agrees to be bound by and City's request and with counsel satisfactory to City)and Indemnify comply with in all particulars. No other terms or conditions are City for any judgment rendered against it or any sums paid out In binding upon the parties unless subsequently agreed to in writing. settlement or otherwise. For purposes of this section "City" Written acceptance of all or any portion of the Contract covered includes City's officers, elected officials, and employees. It is by this contract constitutes unqualified acceptance of all terms expressly understood and agreed that the foregoing provisions and conditions in this contract. The terms of any proposal will survive termination of this contract. The requirements as to referred to in this contract are Included and made a part of the the types and limits of insurance coverage to be maintained by contract only to the extent it specified the Contract,the price, and Contractor, and any approval of such insurance by City, are not the delivery, and then only to the extent that such terms are Intended to and will not in any manner limit or qualify the liabilities consistent with the terms and conditions of this contract. and obligations otherwise assumed by Contractor pursuant to this 2.CHANGES. City may make changes within the general scope contract, including, without limitation, to the provisions concerning of this contract by giving notice to Contractor and subsequently indemnification, confirming such changes In writing. If such changes affect the 8.WARRANTY, Contractor agrees that the Contract Is covered by cost of or tho time required for performance of this contract, an the most favorable commercial warranties the Contractor gives to equitable adjustment in the price or delivery or both must be any customer for the same or substantially similar services, or made. No change by Contractor Is allowed without City's written such other more favorable warranties as Is specified In this approval. Any claim by Contractor for an adjustment under this contract. Warranties will be effective notwithstanding any section must be made in writing within thirty (30) days from the Inspection or acceptance of the Contract by City. date of receipt by Contractor of notification of such change unless 9.ASSIGNMENT. City may assign this contract. Except as to any City waives this condition In writing. Nothing in this section payment due under this contract, Contractor may not assign or excuses Contractor from proceeding with performance of the subcontract the contract without City's written approval. Should contract as changed. City give consent, it will not relieve Contractor from any 3, TERMINATION, This agreement will terminate on the dale obligations under this contract and any transferee or noted unless extended in advance and In writing by the City subcontractor will be considered Contractor's agent. Manager or Department Director, as applicable. City or 10.INSURANCE. Contractor must provide the insurance Contractor may terminate this contract at any time,either verbally Indicated on the face sheet of this Services Agreement. or In writing, with or without cause, Should termination occur, City I1.PERMITS. Contractor must procure all necessary permits and will pay Contractor as full performance until such termination the licenses, and abide by all federal, state, and local laws, for unit or pro rata contract price for the performed and accepted performing this contract. portion of the Contract, City may provide written notice of 12.INDEPENDENT CONTRACTOR. City and Contractor agree termination for Contractors default if Contractor refuses or fails to that Contractor will act as an independent contractor and will have comply with this contract. If Contractor does not cure such failure control of all work and the manner in which is it performed. within a reasonable time period, or fails to perform the Contract Contractor will be free to contract for similar service to be within the time specified (or allowed by extension), Contractor will performed for other employers while under contract with City. be liable to City for any excess costs incurred by City. Contractor Is not an agent or employee of City and is not entitled 4. TIME EXTENSION. City may extend the time for completion if, to participate in any pension plan, Insurance, bonus or similar in City's sole determination, Contractor was delayed because of benefits City provides for its employees. Any provision in this causes beyond Contractors control and without Contractors fault contract that may appear to give City the right to direct Contractor or negligence. In the event delay was caused by City, as to the details of doing the work or to exercise a measure of Contractors sole remedy Is limited to recovering money actually control over the work means that Contractor will follow the and necessarily expended by Contractor because of the delay; direction of the City as to end results of the work only, there fs no right to recover anticipated profit. 13,WAIVER. City's review or acceptance of, or payment for,work 5.REMEDIES CUMULATIVE. City's rights and remedies under product prepared by Contractor under this contract will not be this contract are not exclusive and are In addition to any rights construed to operate as a waiver of any rights City may have and remedies provided by law. under this Agreement or of any cause of action arising from 6.PAYMENT. City will pay Contractor after receiving acceptable Contractor's performance. A waiver by City of any breach of any invoices for services rendered and accepted, Drafts will not be term, covenant, or condition contained in this contract will not be honored, deemed to be a waiver of any subsequent breach of the same or 7.INDEMNIFICATION, Contractor agrees to indemnify and hold any other term, covenant, or condition contained in this contract, City harmless from and against any claim, action,damages, costs whether of the same or different character. (including, without limitation, attorney's fees), injuries, or liability, 14.INTERPRETATION. This Agreement was drafted In,and will arising out of the Contract, or their performance, regardless of be construed in accordance with the laws of the State of City's passive negligence, but excepting such loss or damage California,and exclusive venue for any action Involving this which is caused by the sole active negligence or willful agreement will be in San Bernardino County, misconduct of the City. Should City be named In any suit,or Contract Addendum to Contract Forms 14ACH334100 [Service Agreement] (the"Project") Parties:City of Chino Hills("Customer") Date: September 5,2014 Hach Company("Supplier") Recitals: Customer and Supplier are entering into a contract for the Project and,for convenience,are using Customer's standard contract forms("Customer's Base Contract")for the purchase of Supplier's goods and/or services("Goods"and/or"Services").This 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 Project without prolonged or complex negotiations over terms and conditions. Accordingly,the parties incorporate this Addendum into the Customer's Base Contract and make it an integral part thereof,taking precedence over any contrary terms or conditions that may be contained therein, in any purchase orders,or in any other writings,addenda or exhibits constituting part of the agreement between the parties(collectively,the"Agreement"). Revisions: Notwithstanding anything to the contrary contained in the Agreement,the following provisions and rules of construction apply: 1. Indemnification.Any and all indemnification obligations imposed upon Supplier are limited to the proportionate extent of those damages caused by Supplier's breach of the agreement,negligence,wrongful conduct,or violations of law. 2. Limitation on Liability. THE TOTAL LIABILITY OF SUPPLIER AND ITS SUBSIDIARIES,AFFILIATES, EMPLOYEES, DIRECTORS,OFFICERS AND AGENTS ARISING OUT OF PERFORMANCE,NONPERFORMANCE,OR OBLIGATIONS IN CONNECTION WITH THE DESIGN, MANUFACTURE,SALE, DELIVERY,AND/OR USE OF GOODS AND/OR SERVICES IN NO CIRCUMSTANCE INCLUDES ANY LIQUIDATED, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR EXCEED AN AMOUNT THAT IS UNREASONABLY DISPROPORTIONATE TO THE TOTAL AMOUNT OF COMPENSATION ACTUALLY PAID TO SUPPLIER UNDER THE AGREEMENT, EXCEPT ONLY IN THE CASE OF DAMAGES ARISING DUE TO SUPPLIER'S WILLFUL MISCONDUCT. 3. Warranty. Supplier warrants to Customer that each of the Goods conforms to its written warranty set forth in its user manual in effect on the date of purchase,or, if there is no express warranty therein,that each of the Goods will be free from defects in material and workmanship and will conform to the manufacturer's quoted specifications for twelve(12)months from delivery.Warranties do not extend to consumable items such as,without limitation,reagents,batteries, mercury cells,and light bulbs.Supplier warrants that it will perform all Services in accordance with its standard practices and that the Services will be free from defects in workmanship for a period of ninety(90)days from their date of performance. If Supplier breaches this warranty and the Customer notifies Supplier of such breach within 30 days of the end of the applicable warranty period, Supplier will,at its option,either replace or repair the nonconforming Goods,or re-perform any nonconforming Services,or refund the amounts paid by Customer to Supplier for the nonconforming Goods and/or Services. THIS IS THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY.SUPPLIER EXPRESSLY DISCLAIMS ANY REMEDIES OF"COVER"AND ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE. 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 receives licenses to use such intellectual property and information only to the extent provided by implied license under applicable law. Contract Addendum Rev.2014-07-16 Page 1. 5. Affiliates. Except to the extent signed by a duly authorized representative of an affiliate of Supplier, the Agreement does not bind any affiliates of Supplier. 6. Acceptance and Set-off. Except to the extent agreed upon in writing by Supplier's CFO,all Goods and Services are deemed accepted upon delivery and early payment discounts do not apply.Any set-off rights in the Agreement notwithstanding,Customer bears the customary burden of proof with respect to any amounts invoiced by Supplier but not paid by the invoice due date.This revision does not adversely impact any of Customer's rights under Supplier's warranties. 7. Audit Rights.Supplier is not subject to any audit rights in favor of the Customer,except for audit rights (under reasonable conditions)directly related to Supplier's compliance with laws and regulations(e.g.,safety) which are directly applicable to Supplier's Goods and/or Services purchased under this Agreement. 8, insurance. Supplier is not obligated to purchase or carry Professional Liability or E&O Insurance coverage,provide copies of Supplier's policies,or provide waivers of subrogation.Supplier may include Customer and their Affiliates as an Additional Insured party.Any notice of cancellation must come from Hach Company and not Insurer.General liability is written on form N CG 00 01 04 13. 9. Revisions to the Agreement. Nothing in the Agreement supersedes or nullifies this Addendum. Supplier's obligations under the Agreement will only be modified by written agreement of Supplier through the same duly authorized representative who signed this Addendum,or such person's duly authorized successor. Contract Addendum Rev.2014-07-16 Page 2 EXHIBIT A Nltratax Field Service Partnership The Hach NITRATAX Field Service Partnership (FSP) provides all-Inclusive parts, two scheduled periodic, preventative maintenance visits performed by a Hach Field Service Technician. The FSP Partnership also Includes all visits authorized by a Hach Technical Support Team. Hach Field Service Technician will review and evaluate the following: V Hach supplied sample conditioning equipment and probe mounting devices O Sensor operation 9 User programmed parameters and software revision • All instrument alarm and warning conditions (Internal to your Hach Instrument) G Instrument operating voltages In addition to the Items above: o Perform necessary repairs o Calibrate the sensor with nitrate standards or a sample specific calibration Is performed. o Replace wiper, wiper shaft 0-rings and fittings once a year or as necessary during each visit at no additional charge. o 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. o 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. Y Perform limited Instrument cleaning. o Abuse or Acts of God not covered. SC100 Controller Field Service Partnership The Hach sc100 Controller Field Service Partnership (FSP) provides all inclusive parts, 1 scheduled periodic, preventative maintenance visit performed by a Hach Field Service Manager/Associate. The FSP Partnership also includes all visits authorized by the Hach Technical Support Team. During the pre-scheduled site visit a Hach Field Service Manager/Associate will review and evaluate the following: • User programmed parameters o All Instrument alarm and warning conditions (Internal to your Hach instrument) o Instrument operating voltages In addition to the items above: o Perform diagnostics and communication to 80100 controller sensors. o Verify communication via Installed communication card. o Calibrate recorder outputs for each sensor installed on the sc100. o Verify relay setup&operation o Upgrade software to current software version. o Provide end user training on instrument operation and maintenance (Advance notice required.) o Provide Hach Field Service Report with complete documentation of service performed. o Certificate of Instrument Performance for each instrument that successfully passes final testing. o Includes sending unit to the factory If unable to repair controller in the field at no additional charge, This Instrument will go to the head of the bench repair queue. o Perform limited instrument cleaning. o Abuse or Acts of God not covered. Preventative Maintenance Agreement A Hach Preventative Maintenance Agreement provides for scheduled periodic, preventative maintenance performed by a Hach Field Service Representative. The PM agreement for the Mach Nitratax Sensor includes review and evaluation of the following: o Hach supplied sample conditioning o Sensor operation o User programmed parameters o All instrument alarm and warning conditions(internal to your Hach instrument) o Instrument operating voltages o Software revision In addition to the items above: o Verify calibration accuracy with your lab sample results o Replace wiper, cell 0-rings and fittings as necessary during each visit at no additional charge. o Provide end user training on Instrument operation and maintenance(Advance notice required.) o Certificate of Instrument Performance for each instrument that successfully passes final testing o Perform limited instrument cleaning