Loading...
HomeMy WebLinkAboutAgenda Report - May 5, 2021 C-07AGENDA ITEM •7 CITY OF LODI b COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Hach Company, of Loveland, Colorado, for Nitrification Control System at White Slough Water Pollution Control Facility ($32,260) MEETING DATE: May 5, 2021 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Professional Services Agreement with Hach Company, of Loveland, Colorado, for Nitrification Control System at White Slough Water Pollution Control Facility, in the amount of $32,260. BACKGROUND INFORMATION: Ammonia is a nutrient regulated by the Regional Water Quality Control Board (RWQCB). If allowed to be released uncontrolled into the receiving stream, it can cause algae blooms and fish kills. The White Slough Water Pollution Control Facility (WSWPCF) utilizes biological treatment to control effluent ammonia levels at or below the discharge limits. Air is pumped into the Aeration Basins to achieve the proper mixing and oxygen amounts, to sustain the microorganisms as they break down the incoming waste. Accurate and frequent ammonia and dissolved oxygen readings are necessary to the confirm operation set points are appropriate. This results in reduced risk of ammonia violations and also helps control energy consumption. The Hach Nitrification Control System (RTC 103) is a software analyzer combination that monitors the process of nitrification in real time, to meet ammonia limits, and help staff in their operational control of the biological process. The services provided over the two-year term include factory recommended maintenance of the nitrification control system components, two onsite calibrations per year, labor and travel costs, and unlimited technical support, and firmware updates. Staff recommends authorizing City Manager to execute Professional Services Agreement with Hach Company, of Loveland, Colorado, for Nitrification Control System at White Slough Water Pollution Control Facility, in the amount of $32,260. FISCAL IMPACT: The proposed nitrification control system contracted maintenance is needed to maintain compliant water quality and reduce the City's exposure to regulatory penalties. RAGROU RADM I N\CounciA2021 \051 Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Hach Company, of Loveland, Colorado, for Nitrification Control System at White Slough Water Pollution Control Facility ($32,260) May 5, 2021 Page 2 FUNDING AVAILABLE: Wastewater Plant Operating Fund (53053003.72499) - $32,260 Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director rf-m-o Charles E. Swimley, Jr. Public Works Director Prepared by Ken Capitanich, Wastewater Plant Superintendent CES/KC/tw Attachment Signature: 004neur /lArp. Email: akeys@iodi.gov R:\GROUPXADMIN\Councii\2021\05052021\HachXCC—Hach.doc 4/20/2021 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on May 2021, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and HACH COMPANY, a Delaware corporation, qualified to do business in California (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for White Slough Water Pollution Control Facility Nitrification Control System (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be 1 counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on May 1, 2021 and terminates upon the completion of the Scope of Services or on April 30, 2023, whichever occurs first. 2 ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Ken Capitanich To CONTRACTOR: Hach Company P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Attn: Kathleen Dyekman Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not 5 an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.14 City Business License Re uirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. VA Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: JENNIFER CUSMIR City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney By: IV CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager HACH COMPANY, a Delaware corporation By: Name: Kathleen Dyekman Title: Manager, Contracts Service Team Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: 53053003.72352 (Business Unit & Account No.) Doc ID: R:\GROUP\ADMIN\Council\2021\05052021\Hach\PSA.doc CA:Rev.01.2015 8 Exhibit A/B 4 HACH SERVICE PARTNERSHIP QUOTATION Page. Partnership Number. 1 5 HACH309305 UN ii.Ho "i�AkOl Headquarters Website: www.hach.com Remittance Address3 P.O. Box 389 Address3 2207 Collections Center Dr City,State, 5600 Lindbergh Drive City,State, Chicago, IL 60693 PostalCode Loveland, CO 80539-0389 Province/ US Province/ US Wire Transfers Purchase Orders Bank of America Service Name Line Total 231 S. LaSalle St. Covered Product Start Date I End Date Description/Serial Number Chicago, IL 60604 FSPUVASPRB 29 -MAR -21 28 -MAR -23 Fld Svc -2V UVAS 2,369.30 Account: 8765602385 Sensor:29-MA R -2021:28 -MAR -202 Routing (ABA): 026009593 P Partnership Number HACH309305 Version : 0.68 Hach Company Service Partnership Contact Herman, Stephanie A Phone Customer Ref RENEWAL QUOTE Customer Phone 209-304-7533 Customer Fax hili -Ta Account # 109178, Ship -To Account # 109178 Customer Name CITY OF LODI Customer CITY OF LODI Name Address4 Address4 Quotation Date 29 -MAR -21 Expiration Date 28 -MAY -21 Service Partnership Email stherman@hach.com Customer Contact : CAPITANICH, KEN Customer Email kcapitanich@lodi.gov Payment Terms: Net 30 Billing Method: Annual -Invoices on START Date Addressl PO BOX 3006 Addressl 12751 N THORNTON RD Currency: USD Address2 Address2 Address3 Address3 City,State, LODI-CA-95241-1910 City,State, LODI-CA-95242-9761 PostalCode Postalcode Province/ US Province/ US Country Country Line Service Name Line Total Covered Product Start Date I End Date Description/Serial Number 1 FSPUVASPRB 29 -MAR -21 28 -MAR -23 Fld Svc -2V UVAS 2,369.30 Sensor:29-MA R -2021:28 -MAR -202 3 1.1 LXV418.99.90002 db UVAS sc PROBE, 50mm ; 1314028 2 FSPFILTRAX 29 -MAR -21 28 -MAR -23 Fid Svc -4V 12,118.20 F i It rax:29-MA R -2021:28 -MAR -2023 2.1 LXV294.54.00000 db FILTRAX CONTROL MODULE, 115VAC ; 1633583DUPO 2.2 LXV294.54.00000 db FILTRAX CONTROL MODULE, 115VAC : 1633585DUPO 3 FSPAMTAXSC 29 -MAR -21 28 -MAR -23 as Fld Svc -2V Amtax SC 9,313.80 V.2006:29 -MAR -2021:28 -MAR -202 3 Field Service includes: All parts, 6 FSPIRTC HACH SERVICE PARTNERSHIP QUOTATION Page Partnership Number. 2 of 5 HACH309305 Headquarters WebSite: www.hach.com Remittance factory recommended maintenance P.O. Box 389 2207 Collections Center Dr 5600 Lindbergh Drive technical support calls, and free Chicago, IL 60693 Loveland, CO 80539-0389 for onsite repairs of the RTC service terms and conditions for computer. 6.1 Wire Transfers 7 ADMIN_HANDLING_MYA Purchase Orders plans, and to ensure you have an Bank of America opportunity to review our 7.1 231 S. LaSalle St. environmental and safety Chicago, IL 60604 include Filtrax or Filterprobe. Account: 8765602385 These units must be covered under Routing (ABA): 026009593 6 FSPIRTC 29 -MAR -21 28 -MAR -23 Field Service Partnership, First 5,291.50 labor, and travel for on-site repairs, RTC 2 on-site calibrations per year, 23 factory recommended maintenance Coverage and support of first RTC (including required parts), unlimited tech support, remote monitoring, technical support calls, and free system alerts, and monthly reports. firmware updates. Please see for onsite repairs of the RTC service terms and conditions for computer. 6.1 additional details on our service 7 ADMIN_HANDLING_MYA 29 -MAR -22 28 -MAR -23 Bill processing fee, Multi Yr 486.60 plans, and to ensure you have an Annua 1:29 -MAR -2022:28 -MAR -202 opportunity to review our 7.1 CONTRACT SPECIAL ITEM environmental and safety requirements. Coverage does NOT include Filtrax or Filterprobe. These units must be covered under a separate FSP offering. 3.1 LXV421.99.13002 db AMTAX sc AMMONIA ANLZR 115-230V,1 CH; 1631332DUPO 3.2 LXV421.99.13002 db AMTAX sc AMMONIA ANLZR 115-230V,1 CH; 1631333DUPO 4 FSPSC1000 29 -MAR -21 28 -MAR -23 Fld Svc -1V SC1000 511.10 Contro I le r:29 -MA R -2021:28 -MAR -2 023 4.1 LXV400.99.10082 ee MODULE, SC1000 PROBE 6 SENS 110-230V ; 1643982 5 FSPSOLITAX 29 -MAR -21 28 -MAR -23 Ad Svc -2V Solitax 2,169.80 Se n sor:29-MAR-2021:28-MAR-202 3 5.1 LXV423.99.00100 db TS -LINE sc/IMMERSION 50g/I WIPER SS ; 1633493DUPO 6 FSPIRTC 29 -MAR -21 28 -MAR -23 Field Service Partnership, First 5,291.50 RTC Chan nel:29-MAR-2021:28-MAR-20 23 Coverage and support of first RTC channel. Includes ongoing priority tech support, remote monitoring, system alerts, and monthly reports. Covers all parts, labor, and travel for onsite repairs of the RTC computer. 6.1 CONTRACT SPECIAL ITEM 7 ADMIN_HANDLING_MYA 29 -MAR -22 28 -MAR -23 Bill processing fee, Multi Yr 486.60 Annua 1:29 -MAR -2022:28 -MAR -202 3 7.1 CONTRACT SPECIAL ITEM 1Page ` TAT HACH SERVICE PARTNERSHIP QUOTATION ; Partnership Number: 3 of 5 HACH309305 esa ricieo eaoe�nns Headquarters WebSite: www.hach.com Remittance P.O. Box 389 2207 Collections Center Dr 5600 Lindbergh Drive Chicago, IL 60693 Loveland, CO 80539-0389 Wire Transfers Purchase Orders Bank of America 231 S. LaSalle St. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 H PM EVAL 1VISIT 29 -MAR -21 28 -MAR -23 8.1 Partnership Notes : ANNUAL COST BREAKDOWN NOTED BELOW: YEAR 1 SERVICE @ $15,886.85 YEAR 2 SERVICE @ $16,363.45 TOTAL $32,260.30 * PRICING SUBJECT TO CHANGE WITH EQUIPMENT CHANGES Field Instrument Evaluation V isit:29-MAR-2021:28-MAR-2023 Instruments added to a service agreement must be evaluated to ensure they are within factory specifications. Any required repairs found on the initial evaluation beyond preventative maintenance may be subject to additional charges. Charges will be waived up to one major repair given the instrument being repaired is placed under contract for a minimum of 2 years. CONTRACT SPECIAL ITEM Sub Total : 32,260.30 Tax: 0.00 Total : 32,260.30 0.00 All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS"), incorporated herein by reference and published on Hach Company's website at www.hach.com/terms . Hach TCS are incorporated by reference into each of Hach's offers or quotations, order acknowledgments, and invoice and shipping documents. The first of the following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale ("Contract") in accordance with the Hach TCS, subject to Hach's final credit approval: (1) Buyer's issuance of a purchase order document against Hach's offer or quotation; (ii) Hach's acknowledgement of Buyer's order; or (iii) commencement of any performance by Hach in response to Buyer's order. Provisions contained in Buyer's purchase documents that materially alter, add to or subtract from the provisions of these Terms and Conditions of Sale shall be null and void and not considered part of the Contract Customer Name . CITY OF LODI Customer P.O. Number : Customer Reference Number : TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES This document sets forth the Terms & Conditions of Sale for goods manufactured and/or supplied, and services provided, by Hach Company of Loveland, Colorado ("Hach") and sold to the original purchaser thereof ("Buyer") Unless otherwise specifically stated herein, the term "Hach" includes only Hach Company and none of its affiliates. Unless otherwise specifically stated in a previously -executed written purchase agreement signed by authorized representatives of Hach and Buyer, these Terms & Conditions of Sale establish the rights, obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services ("Products"). 1. APPLICABLE TERMS & CONDITIONS: These Terms & Conditions of Sale are contained directly and/or by reference in Hach's offer, order acknowledgment, and invoice documents The Most of the following acts conslilutes an acceptance of Hach's offer and not a counteroffer and creates a e HACH SERVICE PARTNERSHIP QUOTATION Page Partnership Number: 4 of 5 HACH309305 Headquarters Website: www.hach.com Remittance P.O. Box 389 2207 Collections Center Dr 5600 Lindbergh Drive Chicago, IL 60693 Loveland, CO 80539-0389 Wire Transfers Purchase Orders Bank of America 231 S. LaSalle St. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 contract of sale ("Contracl") in accordance with these Terms 8 Conditions: (i) Buyers issuance of a purchase order document against Hach's offer; (ii) acknowledgement of Buyers order by Hach; or (iii) commencement of any performance by Hach pursuant to Buyers order, Provisions conlained in Buyer's purchase documents (including electronic commerce interfaces) that materially alter, add to or subtract from the provisions of these Terms 8 Conditions of Sale are not a part of the Contract. 2. CANCELLATION: Buyer may cancel goods orders subjecl to fair charges for Hach's expenses including handling, inspection, restocking, freight and invoicing charges as applicable, provided that Buyer returns such goods to Hach at Buyers expense within 30 days of delivery and in the same condition as received Buyer may cancel service orders on ninety (90) day's phorwdtten notice and refunds will be prorated based on the duration of the service plan. Inspections and reinstatement fees may apply upon cancellation or expiration of service programs Seller may cancel all or part of any order prior to delivery without liability if the order includes any Products that Seller determines may not comply with export, safely, local certification, or other applicable compliance requirements. 3. DELIVERY: Delivery will be accomplished FCA Hach's facility located in Ames, Iowa or Loveland, Colorado, United States (Incoterms 2010). For orders having a final destination within the U.S_ legal title and risk of loss or damage pass to Buyer upon transfer to the first carrier. For orders having a final destination outside the U.S., legal title and dsk of loss or damage pass to Buyer when the Products enter international waters or airspace or cross an international frontier. Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contract or, if no time is specified, within Hach's normal lead-time necessary for Hach to deliver the Products sold hereunder. Upon prior agreement with Buyer and for an additional charge, Hach will deliver the Products on an expedited basis. Standard service delivery hours are 8 am — 5 pm Monday through Friday, excluding holidays, 4. INSPECTION: Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products. In the event the Products do not conform to any apfslrabla specifca[ions, Buyer will promptly notify Hach of such nonconformance in writing, Hach will have a reasonable opportunity to repair or replace the nonconforming product al its option, Buyer will be deemed to have accepted any Products dafivored horo,lndur and to hwemrund any fuch noncanfwmontA in the amont uch a written notification is not received by Hach within thirty (30) days of delivery. S. PRICES & ORDER SIZES: All prices are in U S dollars and are based on delivery as staled above. Prices do not include any charges for services such as insurance; brokerage fees; sales, use, inventory or excise taxes; import or export duties; special financing fees; VAT, income or royalty taxes imposed outside the U.S.; consular fees; special permits or licenses; or other charges imposed upon the production, sale, distribution, or delivery of Products. Buyer will either pay any and all such charges or provide Hach with acceptable exemption certificates, which obligation survives performance under this Contract Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly. 6. PAYMENTS: Al payments must be made in U -S, dollars, For Internal orders, the purchase price is due at the lime and manner set forth at www.hach.com. Invoices for all other orders are due and payable NET 30 DAYS from dale of the invoice without regard to delays for inspection or transportation, with payments to be made by check to Hach at the above address or by wire Transfer to the account staled on the front of Hach's invoice, or for customers with no established cradil. Hach may require cash or credit card payment in advance of delivery. In the event payments are not made or not made in a timely manner, Hach may, in addition to all other remedies provided at law, either: (a) declare Buyers performance in breach and terminale this Contract for default; (b) withhold future shipments until delinquent payments are made; (c) deliver future shipments on a cash -with -order or cash -in -advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rale of 1-1/2% per month or the maximum rale permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges; (a) repossess the Products for which payment has not been made; (f) recover all costs of collection including reasonable attorney's fees; or (g) combine any of the above rights and remedies as is practicable and permitted by law. Buyer is prohibited from setting off any and all monies owed under this from any other sums, whether liquidated or not, that are or may be due Buyer, which arise out of a different transaction with Hach or any of its affiliates. Should Buyers financial responsibility become unsatisfactory to Hach in its reasonable discretion, Hach may require cash payment or other security. If Buyerfails to meet these requirements, Hach may [mal such failure as reasonable grounds for repudiation of this Contract, in which case reasonable cancellation charges shall be due Hach. Buyer grants Hach a security interest in the Products to secure payment in full, which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S- Bankruptcy Code or other applicable laws. Buyers insolvency, bankruptcy, assignment for the benefit of creditors, or issolution or lamination of the existence of Buyer, constitutes a default under this Contract and affords Hach all the remedies of a secured party under [he U.C.C., as well as the remedies slated above for late payment or non-payment, 7. LIMITED WARRANTY: Hach warrants [hal Products sold hereunder will be free from defects in material and workmanship and will, when used in accordance with the manufacturers operating and maintenance inslruclions, conform to any express written warranty pertaining to the specific goods purchased, which for most Hach instruments is for a period of twelve (12) months from delivery- Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety (90) days from the completion of the services. Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new pads, Any non-functioning parts that are repaired by Hach shall become [he property of Hach No warranties are extended to consumable items such as, without [imitation, reagents, batteries, mercury cells, and light bulbs All other guarantees, warranties, conditions and representations, either express or implled, whether arising under any statute, law, commercial usage or otherwise, Including Implied warranties of merchantability and fitness for a particular purpose, are hereby excluded, The sole remedy for Products not meeting this Limited Warranty is replacement, credit or refund of the purchase price This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement, creditor refund. 5.-- I N D EMN,I f I CAT I OH; IndormdirAbo,i apW:ns N a psny aMhto aunt, IPW4 gJacassma-m •inftr a l: esetgnaeo, nlbfmW0.-dsoatorv, oAknre; and e_Vwf os rindorn"md Palos'}. Noah ok respohmhla tarred Wildoford. Indummft• Md hold-nmTNoee, Ira Buyer Indemnified Po Rion agbnnl02=0oa, CJoinw- wPgmw yr dltmngos whrdl may aaWl•kent aooidanUmpry, dmrage; Wdenlh duo ro Hodl3 brunch of IM Li mlad Warranty. Tina IndemMnolion a pramed on Iho Band Imm that iho Buyer l' H& ciao, tesprm.itde to, Ord wltl doldM. rndommfy and hold normlom tho Hoch GMomnrmd PM(aillWhsl aN IM&M amnia; Mpanaelsm damage. •whlah may rcwd from acndtml, Inlay: dam: K roleoUr dna to the ncgtlg m W mama ac goads W ocrvioim Ly Brr Suyorer any 0-6 party-omfmWd a in it" withBuyar. 9. PATENT PROTECTION: Subject to all limitations of liability provided herein, Hach will, with respect to any Products of Hach's design or manufacture, indemnify Buyer from any and all damages and costs as finally determined by a court of competenljurisdiction in any suit for infringement of any US, patent (or European patent for Products that Hach sells to Buyer for and use in a member slate of the E,U.) Thal has issued as of the delivery data, solely by reason of the sale or normal use of any Products sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of such suit if Hach does not undertake the defense thereof, provided that Buyer promptly notifies Hach of such suit and offers Hach either (i) full and exclusive control of the defense of such suit when Products of Hach only are involved, or (ii) the right to participate in the defense of such suit when products other Than those of Hach are also involved. Hach's warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications. In case the Products are in such suit held to conslilule infringement and the use of the Products is enjoined, Hach will, at its own expense and at its option, either procure for Buyer the right to continue using such Products or replace them with non -infringing products, or modify [hem so [hey become non -infringing, or remove the Products and refund the purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing slates the entire liability of Hach for patent infringement by the Products. Further, to the same extent as set forth in Hach's above obligation to Buyer, Buyer agrees to defend, indemnify and hold harmless Hach for patent infringement related to (x) any goods manufactured to the Buyers design, (y) services provided in accordance with the Buyers instructions, or (z) Hach's Products when used in combination with any other devices, parts or software not provided by Hach hereunder. % TRADEMARKS AND OTHER LABELS: Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarks on nameplates or cast, molded or machined components. 11. SOFTWARE:, All licenses to Hach's separately -provided software products are subject to the separate software license agmement(s) accompanying the software media. In the absence of such terms and for all other software, Hach grants Buyer only a personal, non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products- A portion of the software may conlain or consist of open source software, which Buyer may use under [he terms and conditions of the specific license under which the open source software is distributed. Buyer agrees that it will be bound by any and all such license agreements. Title to software remains with the applicable liransor(s). 12. PROPRIETARY INFORMATION; PRIVACY: "Proprietary Information" means any information, technical data or know-how in whatever form, whether documented, contained in machine readable or physical components, mask works or artwork, or otherwise, which Hach considers pmprietary, including but not limited to service and maintenance manuals. Buyer and its customers, employees and agents will keep confidential all such Proprielary Information obtained directly or indirectly from Hach and will not Iransfer or disclose it without Hach's prior written consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, or cause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce `[ HACH SERVICE PARTNERSHIP QUOTATION Page Partnership Number. 5 of 5 HACH309305 cenncieo aaocaxrfs Headquarters WebSite: www.hach.com Remittance P.O. Box 389 2207 Collections Center Dr 5600 Lindbergh Drive Chicago, IL 60693 Loveland, CO 80539-0389 Wire Transfers Purchase Orders Bank of America 231 S. LaSalle St. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 026009593 or otherwise appropriale it. All such Proprietary Information remains Hach's property. No right or license is granted to Buyer or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent right or other proprietary right of Hach, except for the limited use licenses implied by law Hach will manage Customer's information and personal dela in accordance with its Privacy Policy, located alahg Jhrww hggb,VyyplAgf. 13. CHANGES AND ADDITIONAL CHARGES: Hach feaarvan the rghl to make dastgn chnngos or urprwanlvnlrl to any prodrruaof Gar same general cfass es Pmdmm tamng flawom hfHmunetm vnlhoul Ilabady or obAgar+mn to inowpwam such rlumgesor imprnvermnls 10Amducts ordered by Sayer urdast. agraw upon in wrdmg bafaa Ihn Ponowdi' delivery dela Servieae which must be performed asa fault of any of Ino Tdklwaq mfv00" aro subjecrlo eddmunal charges for Inbar. IraYar ohm owls; (mj oquipmord ertorabona not eulhonzed N wnung by Han, Ib) darnago msuli" from Imprnpar nsmw handling, uddwrl, neglect, power surge, or Wevnaam m an onnfnnmanl or mervldr In whch Iha Inslrunwit la nil aamlgngd Ie opemin or q not M acrafdrnm Willi Hach's oparllrrig mm "IcJcl lee use of pyla of accassarrea not pravidgd W Ha h; 1d)aemago rasuHing Item acts of war, Inrr¢dsnr w rrMuro; tai services ouIl standard buanmss hours; (1) ado pmwmrk not complolo par pfposaC w (q) any moalrs required m aurum aqumfnonl moats monufn Jurors spoVH.afkne open eGluainn of d MNCO 6gf1110RIPM 14. SITE ACCESS I PREPARATION I WORKER SAFETY I ENVIRONMENTAL COMPLIANCE: In connection with services provided by Hach, Buyer agrees to permit prompt access to equipment. Buyer assumes full responsibility to back-up or otherwise protect its data against loss, damage or destruction before services are performed Buyer is the operator and in full control of its premises, including those areas where Hach employees or conlreclom are performing service, repair and maintenance activities. Buyer will ensure that all necessary measures are taken for safely and security of working conditions, sites and installations during the performance of services. Buyer is the generator of any resulting wastes, including without limitation hazardous wastes. Buyer is solely responsible to emerge for the disposal of any wastes at its own expense. Buyer will, at its own expense, provide Hach employees and contractors working on Buyers premises with all information and training required under applicable safety compliance regulations and Buyers policies If the instrument to be serviced is in a Confined Space, as that lens is defined under OSHA regulations, Buyer is solely responsible to make it available to be serviced in an unconfined space Hach service technicians will not work in ConriinGd Spaces, In the event [hat a Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer, Buyer will pay Hach the standard hourly rale and expense reimbursement for such [raining attended. The attendance at or completion of such training does not create or expand any warranty or obligation of Hach and does not serve to eller, amend, limit or supersede any part of this Contract. 15. LIMITATIONS ON USE: Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses. Unless Hach has advised the Buyer in writing, in no event will Buyer use any Products in drugs, food additives, food or cosmetics, or medical applications for humans or animals In no event will Buyer use in any application any Product that requires FDA 510(k) clearance unless and only to the extent the Product has such clearance, Any warranty granted by Hach is void if any goods covered by such warranty amused for any purpose not permitted hereunder, 18. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS: Unless otherwise specified in this Contract, Buyer is responsible for obtaining any required export or import licenses. Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and regulations. Buyer will comply with all laws and regulations applicable to the installation or use of all Products, including applicable import and export control laws and regulations of the U.S., E.U. and any other country having properjurisdiclion, and will obtain all necessary export licenses in connection with any subsequent export, re-export, transfer and use of all Products and technology delivered hereunder. Buyer will not sell, transfer, export or re-expod any Hach Products or technology for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Hach Products or technology in any facility which engages in activities relating to such weapons. Buyer will comply with all local, national, and other laws of all jurisdictions globally relating to anti -corruption, bribery, extortion, kickbacks, or similar matters which are applicable to Buyers business activities in connection with this Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, dlreclly or indirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or Poliliml party office to induce such organizations or persons to use their authority or influence to obtain or ,stein an improper business advantage for Buyer orfor Hach, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, with respect to any of Buyers activities related to this Contract Hach asks Buyer to "Speak Upl" if aware of any violation of law, regulation or our Standards of Conduct ("SOC") in relation to [his Contract Sea nd M— .dunaliwmlaontv.mm for a copy of the SOC and for access to our Helpline portal 17. FORCE MAJEURE: Hach is excused from performance of its obligations under (his Contract to the extent caused by acts or omissions that are beyond its control of, including but not limited to Government embargoes, blockages, seizures or freeze of assets, delays or refusals to grant an export or import license or (he suspension or revocation thereof, or any other acts of any Government; fires, floods,severe weather conditions, or any other acts of God; quarantines; labor strikes or lockouts; riots; strife; insurreclions; civil disobedience or acts of criminals or terrorists; war; material shortages or delays in deliveries to Hach by IN rd parties. In the event of the existence of any force majeure circumstances, the period of time for delivery, payment terms and payments under any letters of credit will be extended for a period of time equal to the period of delay If the force majeure circumstances extend for six months, Hach may, at its option, terminale this Contract without penalty and without being deemed in default or in breach thereof. 1B. NON ASSIGNMENT AND WAIVER: Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent. Failure of either party to insist upon strict performance of any provision of this Conimct, or to exercise any right or privilege contained herein, or (he waiver of any breach of the terms or conditions of this Contract will not be conslmed as thereafter waiving any such terms, condilions, rights, or privileges, and [he same will continue and remain in force and effect as if no waiver had occurred 19, LIMITATION OF L}AH 1L",. Nonc M 1!+¢ Hach lndnmrnlkrd PnManws i On cable to%yw undo,. aayckcumLtpnnbe Far anymaeolr;rnbla, vick$onlnlm voayerlumt,al dwnagn- lndu&ni}rvahaul IirRNlian, dam9ge loot loaf pmp¢nydlhor'lhenfaf+Ym� ha•eu hdbf, d3flUl pd 11WUnnd in+nel¢Aelion, mpaa Or roplacemfsd; I¢s1 prof lL . f�nua ernppedunily. lana of — lmaa: rmulbag rrpm prmlalod Io dovmlime mit ft prmdum s OF Inppayralm MOSHI MEnle of rapgllklitilit♦f1"0e�pr�ypfa;�Df ol¢im¢ a Bayern cera+omcro }pr avoh eamogos, waw000rw mupbd, ricer whwhm booed on wdrmnly, arnbaet, an6.fmr tors finfllwinq noglgoreoo. nVeci Imhdiiy or dnanwee): The laud kowey dlae fBarir 3ralnfnrdfir:d Al[gaa dlfdngdukmf UIQpdAo,r,prlr� w npmpddmmorroc hdreundpi or Fdnoh'¢ pftau¢ng in mninggleon With rho dens, manuradiurc, rola,-dpkvpy; undkr uoc OF Products will in r oireuraslnnce ax02W n this oggrogple a sum ogoet 10 Mien lh&ampunl dohwiti, POW to Hach loeprodade delrared hafundw. 2g.—APPl1CAt3LE LAW AN ROISAUTE•RESf1LUTiOW The,conslrurhan, MWImmmlmn and porlorm¢nm horaofand all hamoclkina horouridcr,ndt bo gave ncd byttra•krw of Iha Sauk of G¢mada, wrlllfaut ragnrd to ri. pr oa ploaar town mgnrding cemhra¢ of lawn If nnylxovj n 0f tarp CwilmG viNaLm any Fedwe; Slato or IDOL VWul¢¢arregWollana Of saun1riU*havin9 tufisdkykn of This IranWcllpn, or i5 la¢gal farnny t¢o,w; and pravloion abatl be salbdelatmo wilhoul ellecunq fhb Vand,ly of Ina roma nvrq prvneinq urgm n nlharwlm LppofiOaLly agrobd upon mwnling bahv Hamina1k1 Bvy&L any dtpulb rWWing to thio Contra¢[ which is not (epoHvd by lha pmllm ehd& W adjudimalpd in wdor of prafwancaby a wuft o1 rmmpotem prrilxlimbon (i) in ho Stale of Colomdb; USA. if Buyer him minimum conlads w111, Cmlormdo mail rho U. &I R) tlemWlom in frCU.E-11 Buyer hop mbl:murn emnlucto with Iho US, bul not Cdwodo, w gal In a nouadl kroblim if Brrym dcb nol harm minimum mnln¢I¢wilh Ih¢ uAile"101M 21.ENTIRE AGREEMENT-&MGOIFICATfW. rra-o-oonattiens-BfSale-ureR^, ,�mv.e-a.,caelll¢-ogle¢mEN1l-halWeanika-palllCe-and3llpareeda dry prAr agmenlbmp Dr rmprC¢anlmTawr¢� YRI¢BNraraior wnttL'if-. o ehanga low ,n¢dAlivali hist thm Tmrnrh R Camiamn oW bre binding upon Tti�..c-wicrT on ,�. Naafi unlao¢ In ¢ fnndan knotwf--' ---- �..W„y��,orerroeggihmf INa amwrding lhmeo-Tamm3Cwndikmeol Salo and ogncd hyonmAhaelmd rapfvpmnlm tree -of -Hach: Flnph rdyooto ary mdilienel-er-imm�dalCM Terrrrd &Coeddkprmp!'&rle-offered-by BL'yef-atBny-lnay lheF l,suoh'Idr/lp{l'tl{rrld agr191maleflagyalEpf-IrIQ Tom and .f""".. -..p OiVe OOf.,baWW&,Omeparme mf-Beye0& eldeF4eF# deseFbed-geed”-"Ja v..dse:.;a.T Exhibit C aF a R4 NOTE. The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for Most Contracts (Not construction or requiring professional liability) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employee's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Other Insurance Provisions: (a) Additional Named Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primay and Non -Contributory Insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp olect that it is insuring. (d) Severability of interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. Page 1 I of 2 pages i Risk: rev. 3/1/2018 (f) Continuity of Coverace All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). (g) Faiiure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1 st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the worts beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (i) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Q) Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (t) Oualified Insurerfsl All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Page 2 1 of 2 pages i Risk: rev. 3/1/2018 RESOLUTION NO. 2021-116 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH HACH COMPANY, OF LOVELAND, COLORADO, FOR NITRIFICATION CONTROL SYSTEM AT WHITE SLOUGH WATER POLLUTION CONTROL FACILITY ------------------------------------------------------------------------- WHEREAS, White Slough Water Pollution Control Facility operates diligently to keep the effluent ammonia levels at or below Regional Water Quality Control Board's discharge limits; and WHEREAS, the Hach Nitrification Control System is a software analyzer that adjusts the process of nitrification in real time, resulting in a reduced risk of ammonia violations and cost savings; and WHEREAS, staff recommends the City Council authorize the City Manager to execute a Professional Services Agreement with Hach Company, of Loveland, Colorado, for a Nitrification Control System at White Slough Water Pollution Control Facility, in the amount of $32,260. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement with Hach Company, of Loveland, Colorado, for a Nitrification Control System at White Slough Water Pollution Control Facility, in the amount of $32,260; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: May 5, 2021 I hereby certify that Resolution No. 2021-116 was passed and adopted by the City Council of the City of Lodi in a regular meeting held May 5, 2021, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None JENNIFE CUSMIR City Clerk 2021-116