HomeMy WebLinkAboutContracts & Agreements_208-2024AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of non-professional services in connection with Hach's
Claros Process Management Real Time Control system ("Agreement") is made and entered in this
19' day of November, 2024 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Hach Company, a Delaware corporation ("Contractor"). City and
Consultant are sometimes individually referred to herein as a "Party" and, together, as the
"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE I — ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to perform furnishing and installing Hach's Claros Process
Management Real Time Control system services for City (the "Services") as particularly
described in this Agreement.
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of this agreement including, but not limited to, any applicable State prevailing
wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may reasonably
assist Contractor in performing the Services.
3.2 City designates John R. Harris, Municipal Utilities and Engineering Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 The Services shall commence immediately after the Effective Date of this Agreement.
Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by this reference.
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4.2 Contractor shall complete the Services by May 19, 2025, unless the Services are earlier
terminated as permitted herein.
4.3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 Total compensation for Contractor's performance of the Services shall not exceed the
amount of Two Hundred Ninety -Five Thousand Dollars ($295,000). City shall pay
Contractor on a time and materials basis up to the not to exceed amount in accordance with
Exhibit "C," titled "Fee Schedule," which is attached hereto and incorporated herein by
this reference.
5.2 Contractor shall submit an invoice to City upon completion of the Services. City shall pay
Contractor no later than thirty (30) days after receipt and approval by City of Contractor's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CNYY'1
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONTRACTOR
Samantha Lee, Senior Manager
Hach Company
PO Box 389, 5600 Lindbergh Dr.
Loveland, CO 90538
sherbert@hach.com
Phone: (800) 227-4224
Mobile: (970) 373-7751
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not perform
any Services unless and until the required insurance listed below is obtained by Contractor.
Contractor shall provide City with certificates of insurance and endorsements evidencing
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such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self -insured or exempt from the workers' compensation laws of
the State of California. Contractor shall execute and provide City with Exhibit "D,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses and liability,
including attorneys' fees, arising from injury or death to persons or damage to property to
the proportional extent caused by any negligent act or omission by, or the willful
misconduct of, Contractor, or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Contractor's Services. Contractor further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
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(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and, in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Cleric.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 Reserved.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account only,
and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services.
Upon receipt of a termination notice, Contractor shall immediately discontinue its
provision of the Services and, within five (5) days of the date of the termination notice,
deliver or otherwise make available to City, copies (in both hard copy and electronic form,
where applicable) of project related data, drawings, specifications, reports, summaries and
such other information and materials as may have been accumulated by Contractor in
performing the Services. City may cancel goods orders subject to fair charges for
Contractor's expenses including handling, inspection, restocking, freight and invoicing
charges as applicable, provided that the City returns such goods to Contractor at the City's
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expense within thirty (30) days of delivery and in the same condition as received. The City
may cancel service orders on ninety (90) day's prior written notice and refunds will be
prorated based on the duration of the service plan. Inspections and re -instatement fees may
apply upon cancellation or expiration of service programs.
8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Contractor.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
8.9 Contractor warrants that goods sold hereunder will be free from defects in material and
workmanship and will, when used in accordance with the manufacturer's operating and
maintenance instructions conform to any express written warranty pertaining to the specific
goods purchased, which for most Contractor instruments is for a period of twelve (12)
months from delivery. Contractor 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 Contractor in the performance of services may be new or
refurbished parts functioning equivalent to new parts. Any non-functioning parts that are
repaired by Contractor shall become the property of the Contractor. No warranties are
extended to consumable items such as, without limitation, reagents, batteries, mercury
cells, and light bulbs. All other guarantees, warranties, conditions and representations,
either express or implied, 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 goods not meeting this 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 Contractor is willing to provide such
replacement, credit or refund.
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8.10 Contractor retains all rights in and to any intellectual property and confidential information
created or procured by it or its representatives at any time, and the City receives licenses
to use such intellectual property and information only to the extent provided by implied
license under applicable law. No City information technology requirements apply, except
to the extent such requirements specifically apply to equipment being sold to City. To help
ensure mutual compliance with applicable privacy law, the City will not provide to or share
with Contractor any personal data or personally identifiable information.
8.11 Contractor will not be liable to the City under any circumstances for any special, treble,
incidental or consequential damages, including without limitation, damage to or loss of
property other than for the goods purchased hereunder; damages incurred in installation,
repair or replacement, lost profits, revenue or opportunity; loss of use, losses resulting from
or related to downtime of the products or inaccurate measurements or reporting, the cost
of substitute products; or claims of any the City's customers for such damages, howsoever
caused, and whether based on warranty, contract, and/or tort (including negligence, strict
liability or otherwise). The total liability of the Contractor arising out of the performance
or nonperformance hereunder or its obligations in connection with the design,
manufacture, sale, delivery, and/or use of goods will in no circumstance exceed in the
aggregate a sure equal to twice the amount actually paid to the Contractor for goods and
services delivered hereunder.
8.12 All product warranties and performance guarantees shall only be enforceable if (a) all
equipment is properly installed, inspected regularly and is in good working order, (b) all
operations are consistent with Contractor recommendations, (c) operating conditions at the
City site have not materially changed and remain within anticipated specifications, and (d)
no reasonably unforeseeable circumstances exist or arise,
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of ent.
CITY OF DL S HACH COMPANY
13y: By:
Eddie Tejeda, Mayor D risscnd
� Director, NA Sales West
ATTEST:
J e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Overview
This Scope of Services outlines the responsibilities and deliverables for the Hach RTC instrument
upgrade project at the City of Redlands Wastewater Treatment Plant. The project involves the
removal of old analyzers and the installation of new analyzers, including all necessary hardware
and integration with existing systems.
System Description
Hach's CPM system for Nitrification is designed to optimize the nitrification process by measuring
real-time ammonia loading and adjusting the dissolved oxygen (DO) setpoint based on the
concentration of microorganisms present. This system aims to ensure the nitrification load meets
the facility's chosen effluent ammonia concentration, thereby improving aeration control,
promoting simultaneous nitrification/denitrification, and reducing operational costs associated
with over -aerating.
The system utilizes an open -loop algorithm. This open -loop control is integrated with a closed -
loop control based on the ammonia concentration at the aeration effluent to continuously calculate
the DO setpoint. If input signals like inflow, ammonium, or suspended solids are unavailable, the
system automatically switches to fallback strategies.
Expected Operational Benefits:
By continually matching the oxygen supply to the oxygen demand, the system is able to optimize
the DO levels needed for nitrification/denitrification. RTC monitoring and accurate bioreactor
modeling help operators meet increasingly stringent discharge requirements, optimizing plant
performance, and ensuring compliance with regulatory standards.
Hach's Responsibilities
• Removal of Old Analyzers:
o Safely remove existing analyzers from their current locations.
o Ensure proper disposal of old equipment in compliance with environmental
regulations.
• Installation of New Analyzers:
o Install new analyzers, including all associated hardware, in the designated
locations.
o Securely mount the analyzers, ensuring proper alignment and accessibility.
• Startup and Commissioning of Equipment:
o Perform configuration, calibration, and validation of all new analyzers to ensure
optimal performance.
o Conduct functional tests to confirm the correct operation of the analyzers.
o Provide on -site training to City of Redlands staff on the operation and maintenance
of the new equipment.
• SCADA Integration:
o Assist with the integration of the new analyzers into the existing SCADA system.
o Ensure that the analyzers are properly configured for data communication with the
SCADA system.
o Conduct testing to verify successful integration and data flow.
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• Additional Services:
o Startup & Configuration: Complete the initial setup and configuration of the new
equipment.
• End -User Training:
o Provide comprehensive training for City of Redlands staff on the operation and
maintenance of the new system.
• Quarterly Site Visits:
o Conduct quarterly site visits for preventative maintenance service to ensure optimal
performance of the system. These visits cover all parts, labor, and travel for onsite
repairs of the RTC.
• Remote Support:
o Offer remote support for the RTC system to address any issues or adjustments
needed.
• MSM Subscription:
c Include a subscription to the Maintenance Support Management (MSM) program,
providing ongoing priority technical support, system updates, and monthly reports.
City of Redlands' Responsibilities
• Preparation of Site:
o Ensure that all necessary conduits are in place prior to the installation of the new
analyzers.
o Pull wires for power and verify electrical connections to support the new
equipment.
o Electrical Verification and Connections:
o Perform electrical verification and make any necessary connections to the new
analyzers.
o Provide power to the analyzers as required.
• Site Modifications (if necessary):
o Carry out any required drilling, mounting, or fabrication work to accommodate the
installation of the new analyzers.
o Support for SCADA Integration:
o Collaborate with Hach to ensure successful integration of the analyzers into the
SCADA system.
o Provide access to necessary SCADA resources and personnel during the integration
process.
Deliverables
• Fully installed and operational analyzers with all configurations and calibrations
completed.
• A fully integrated SCADA system with the new analyzers.
• Training documentation and a training session for City of Redlands staff on the new
analyzers.
• Quarterly site visit reports and remote support logs.
• A final project report summarizing the work completed, including any challenges
encountered and resolutions.
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Timeline
The milestones outlined in the Project Schedule - including roles and responsibilities, the pre -
installation meeting, mounting and staging of new equipment, training, and remote verification -
will be thoroughly discussed during the I{ickoff Meeting and Pre -Installation Planning Meetings.
The project milestones will be coordinated with City staff to minimize disruption to ongoing
operations. Key deadlines will be set at these meetings, but the timeline may be adjusted due to
equipment availability, weather conditions, or other unforeseen circumstances beyond the team's
control. Given the operational nature of the wastewater treatment plant, certain tasks may be
deferred to ensure continuity of services. Hach's Project Manager will coordinate with City staff
to ensure proper timing and readiness before removing any existing equipment. New equipment
will be staged and mounted but remain unpowered until the transfer can be safely completed.
This Scope of Services ensures alignment between Hach and the City, facilitating a successful
upgrade of the RTC instruments and their seamless integration into operations. Hach's
milestones must adhere to the established timeline outlined in Exhibit B to ensure the project is
completed by the agreement's expiration date of May 19, 2025.
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C\cmo\Agreements\Hach Company Agreement FY24-0042.docx-ms
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EXIIIBrr u,
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
_ X I am aware of the provisions of Section 3700 of (lie Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement, (Labor Code §1861).
I affirm that at all times, in performing (lie work and activities required or permitted Under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' coin pensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury mnder the laws of the State of California that the information and
representations made in this certificate are true and correct.
HACH COMPANY
By:�
ann s%ic en
Director, NA Sales West
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I:kmn4lgrvwvnemsttlnoh Company Agreement rY24-0e42.dwx•mn
Date: / / 202.11