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HomeMy WebLinkAboutXylem Water SolutionsAGREEMENT THIS AGREEMENT is made and entered into on the OAday of 2014 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Xylem Water Solutions USA, Inc. Flygt Products (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: 1) Repair Flygt pump for the Purissima Lift Station 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated August 29, 2014 3. TERMS. Theervices and/or materials furnished under this Agreement shall commence �'��t and shall be completed by i unless terminated pursuant to Section 5( 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Four thousand nine hundred -fourteen dollars and zero cents ($4,914.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short form Updated 4/23/10 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and -hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of . insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form,' personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer- employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23/10 h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement 'the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Richard Chiu Public Works Director 9/26/14 Town of Los Altos Hills By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Graham A. Hackett, Branch Manager Print name, Title TOWN OF LOS ALTOS HILLS: By: Carl Cahill, City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4123/10 iem Estimate #: R2014-FFB-0101 Tag #: 02 78 JobName: Xylem Water Solutions USA, Inc. Flygt Products PRODUCT REPAIR /SERVICE ESTIMATE Date: 8/29/2014 Company Name: TOWN OF LOS ALTOS HILLS Contact: Richard Chiu Address 26379 FREMONT RD Telephone: 650-947-2516 Telephone: Fax: 650-941-3160 LOS ALTOS CA94022 Email: Following is an estimate prepared for you regarding the repair of your Flygt pump. Page I of 5 Product Number: Serial Number: 3152.091-0140031 Model: Impeller Code: H P.-- 0 Volts: 0 Phases: 0 Inspected By: Marie, Buckmann Motor Data: Wire Configuration: U1:Red V1 :White W1 .-Black Megger to ground: R 0.1 Mohms B 0.1 Mohms W 0.1 Mohms Sensors: Resistance through cable: RB 0.8 ohms RW 0.8 ohms BW 0.8.ohms F-1 FLS Stator Condition: Fair El CLS Shaft Condition: Good KLIX Oil Condition: Unusable ❑ Bearing Inspection Plugs: ❑ Cable Hydraulic: Impeller/Propeller Condition: Unusable Cable Condition: Good Flygt Products 790-A Chadbourne Rd Fairfield CA 94534 IF, :IV '00"0111 PH: (707) 422-9894 Y FX: (707) 422-9808 a xylembrand Estimate #: R2014-FFB-0101 Tag #: 0278 JobName: Xylem Water Solutions USA, Inc. Flygt Products PRODUCT REPAIR /SERVICE ESTIMATE Date: 8/29/2014 Page 2 of 5 Volute Condition: Good Hydraulic Type: C Installation Type: P Discharge Size: 4 Primary Requirement: Main bearing failure Cable Length: 10' F-1 control Thermals resistance 0.2 ohms. FIMFV Found volute discharge seal torn,impeller and wear ring worn,impeller bolt head stripped,stator wet and megs low. Baked stator -now stator meg reading infinity. Parts: Qty PartNo Description Sell Price Total Price 1 601 89 21 KITREPAIR BASIC+ NI 315 2.0911181 $1,836.00 $1,836.00 1 493 39 06 IMPELLER,C SH CODE 269 Cl $1,476.00 $1,476.00 1 82 13 90 SCREW,ALLEN M 12 X 60 SS $43.00 $43.00 1 398 92 02 RING,WEAR STATIONARY BRASS $91.00 $91.00 1 518 89 02 DETECTOR, LEAKAG E UNIT FLS $198.00 $198.00 1 504 78 09 CABLE UNIT $107.00 $107.00 Total Price $3,751.00 Labor and Other Charges: Qty PartNo Description Sell Price Total Price 11 14-69 00 02A LABOR,SVC FLYGT,NO TAX Z3 -TP MODELS: $97.00 $1,067.00 3000,7000,8000 1 14-69 00 21 C ENV FEE I I -50HP NO TAX TP ENVIRONMENTAL $55.00 $55.00 FEE 1 14-69 00 24A MISC ITEMS,MEDIUM PUMPS TP $41.00 $41.00 Flygt Products 790-A Chadbourne Rd Fairfield CA 94534 V N PH: (707) 422-9894 A 0 f t a xytem brand r x y - . I FX: (707) 422-9808 lem Esdmate#, R2014-FFB-0101 Tag#: 0278 ]obName: Product Number: Cost ofNew Unit: Xylem Water Solutions USA. Inc. FlygLPrOdUct5 PRODUCT REPAIR / SERVICE ESTIMATE Date: 8/29/2014 MATERIALS, LUBES 'SOLVENTS, ETC Total Price Total Price: Estimated Delivery: Weeks Page 3 of 5 $1,163.00 $4'9l4.O0 Please note: If additional repair requirements are identified during service, the total cost of your repair may change. Should this occur, wewill contact you for approval before proceeding. A signed Purchase Order or approval below must be received before any repair work can begin. If repaired unit is not picked up or delivered within 5 days of completion, the repair will be invoiced. Taxes: The prices quoted above do not include any state, federal, or local sales tax or use taxes. Any such taxes as applicable must be added to the quoted prices. Terms of delivery: Freight PP/Add Actual Validity: This Quote is valid for thirty (30) days. Terms of payment: Net 30 Standard Warranty: Parts used for this repair carry a lZ month warranty. This Quote does not include freight charges. If this product is not repaired' a fee of $388 will be changed for labor required for the inspection performed. We will require a purchase order from you for these charges. PLEASE NOTE: IF WE D(} NOT HAVE A RESPONSE FROM YOU BY: (INPUT DATE APPROX. 2 WEEKS OUT) WE WILL INVOICE YOU FOR $388FOR THE TIME & LABOR HOURS OUR SERVICE DEPARTMENT HAS ALREADY SPENT |N PERFORMING THE TEARDDVVN & INSPECTION OF YOUR PRODUCT. YOUR PROMPT ATTENTION & RESPONSE IS GREATLY APPRECIATED. Flygt Products 7eo-AChadbourne nu. Fairfield CA 94534 p�' I FIN ���'fr � '(7o�42z-sas4 ~=�- ��.�����'� am��m�r�d �� FX: (707) ~ Estimate #: R2014-FFB-0101 Tag #: 0278 JobName: (closing text) Phone: Fax: Xylem Water Solutions USA, Inc. Flygt Products PRODUCT REPAIR /SERVICE ESTIMATE Date: 8/29/2014 Flygt Products 790-A Chadbourne Rd , Fairfield CA 94534 Xw PH: (707) 422-9894 FX: (707) 422-9808 Page 4 of 5 a xytem brand Estimate #: R2014-FFB-0101 Tag #: 0278 JobName: Xylem Water Solutions USA, Inc. Flygt Products PRODUCT REPAIR /SERVICE ESTIMATE Date: 8/29/2014 Page 5 of 5 Complete and sign this Approval and return to Xylem Water Solutions USA, Inc with, or in place of, your Purchase Order I authorize Xylem Water Solutions USA, Inc to proceed for the amount shown 0 0 above. Repair Replacement Customer Name: Customer Signature: Ship To: Ship/Delivery Address: Bill To: ❑ Will Pick Up ❑Deliver Date: PO #: ❑ Ship To Taxable: ❑Yes ❑ No Tax Exemption Certificate must be on file or tax will be applied to the invoice. Flygt Products 790-A Chadbourne Rd Fairfield CA 94534 IF 3W GIV. A PH: (707) 422-9894 %h M "10464 % �Xff� Jr 441, FX: (707) 422-9808 a xy�tem brand Form iii (Rev. August 2013) Department of the Treasury Internal Revenue Service I Name (as shown on your Ci a) 0 0 CO Request for Taxpayer Give Form to the Identification Number and Certificationwequester. Do not send to the IRS. tax retum) Kylem Water Solutions USA, Inc Bu;slness name/disregarded entity name, if different from above Check appropriate box for federal tax classification: 0 Individual/sole proprietor R] c corporation El S corporation Partnership Trustlestate Limited liability company. Enter the tax classification (C=G corporation, S=S corporation, P=partnership) 0- U Other (see Instructions) Oo- Address (number, street, and apt. or suite no.) 14125 South Bridge Circle City, state, and ZIP -oode Charlotte, NC 28273 List account number(s) here Exemptions (see Instructions): Exempt payee code (If any) ' Exemption from FATCA reporting code (if any) Requester's name and address (optional) LX Identification Number Enter your TIN In the appropriate b' Social security number ox. The TIN provided must match the name given on the "Name" tin to avoid backup withholding. For Individuals, this Is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page S. For other entities, it Is your employer identification number (EIN). It you do not have a number, see How to get a TIN on page 3. Note. If the account Is In more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. M46 1 2 r7O 1 0 1 017 1 4' 1 ertification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup Withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service {IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subjeot to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and divid+endd ou are not required to sign the certification., but you must provide your correct TIN, See the Instructions on page 3. sign Signature of Here U.S. person ► Date 0 - General Instructions Section references aro to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at wwwJrs.gov1w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer Identification number (TIN) to report, for example, income paid to you, payments made to you In settlement of payment card and third party network transactions, real estate transactions, mortgage Interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only If you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting It (the requester) and, when applicable, to: 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding If you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any. partnership Income from a U.S. trade or business Is not subject to the withholding tax on foreign partnerershare of effectively connected Income, and 4. Certify that FATCA code(s) entered on this form (if any) Indloating that you are exempt from the FATCA reporting, Is correct, Note. If you are a U.S. person and a requester gives you a form other then Form W-9 to request your TIN, you must use the requester's form if It is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person If you are: • An individual who Is a U.S. citizen or U.S. rosident alien, • A partnership, corporation, company, or association created or organized In the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined In Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business, Further, In certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is a foreign person, and pay the section 1446 withholding tax. Therefore, If you are a U.S. person that is a partner In a partnership conducting a trade or business In the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership Income. Cat. No. 10231X Form W- (Rev. 8-2013)