HomeMy WebLinkAboutXylem Water Solutions (3)AGREEMENT
THIS AGREEMENT is made and entered into on the 1.2'f day of J cv-4.^veul , 2015 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 November 11, 2014
3. TERMS. The services and/or materials furnished under this Agreement shall
commence shall be completed by unless terminated
pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed Five thousand ninety-
two dollars and eighty cents ($5,092.80) within thirty (30) days following receipt
of invoice and completion/delivery of services/goods as detailed in Sections 1, 7 27
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:
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*
6. INVOICING. Send all invoices to the contract coordinator at the address below.
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:
Richard Chiu
Public. Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94025
Town of Los Altos Hills
Short fon
Updated 4=110
By:
95nature- Date
—M ri p OT2- a F.- 111. i 41
Print name, Tille
By:
Carl Cahill, C,'41tya)Aap, 1.4
Page 4 of 4
Form W M 9 Request. for Taxpayer Give form to:, the
(Rev. October 200 7) requester. Do not
1111cat n M end Certific tOion
Dppai-trnent of the Treasury Ident io Nu. ber a sehd to the IRS.
Internal Revenue "S"eKVICE"
Name (as shown on your income tax return)
Business name, if different from above
.Check appropriate box E] Ind'ividual/$ol.e, proprietor � ❑ Corporation ❑ Partnership
Exempt
❑ Limited liability company, Enter the tax classificaitioni (D --disregarded entity, C=corporatio' n+, P=partnership) 0 --
Payee
Address (number,.6treet, and apt, or suite no) Requeater'� name and address .(Optional)
City., state, a+,nd ZIP code
List account:nurnber(s) here. (optonal)
Taxpayer Idant if lic atio.n Number I
Town of LOS: Alto Hills.
26379 F remont. R..oa:d
LdsI
.
,Ito ills CA, 94022
Enter Your TIN in the appropriate box, The TIN provided inust match the narne given -on Line. 1 to avoid Social security number
backup withholdin�g. For individuals, this is 'Your social securitynurn berPwHoever.+ for.a resident
+
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN), If you do not have a number, 8:ee+How to pet a TIN on page 3.
Note., If the account is in more thai I i one nate, see the chart .on page 4 for .guldelines. on whose Employer identification number
nUrriber to enter.
Certificatibn
Under penalties of perJury, 1 oer.tify that:�
1; The I!Llmbe* r shown on this form 'is TO - correct taxpayer 1-donitif I atidt number (or I arn vv iting for a mlrnboeto be issued to t-oe), and
y P c I n a
X 111M ai :Withholding, or (b) 1, have hot. been. notified b th. Internal
2 1 am hot subject to bac up withholding 16'ecaLl'S'e'. (a) I am exempt trona ba�ck p y 9
Revenue Servi.de (IRS) that I arn subject t6 b. okUp. withh.oldin�g �as a', result.of: V -ends, '0 �(0) - 1,11 � IRS has
I I s r. di id r 0
a failure 1,0 re all1i interest 0
notified me that I.,= no I:ong'er,8LJbj:GCt'to ba6kLJI6`withhoI.dihg, and
3. 1 am a U,81 citizen or other U.S. person (defined boloV4,
-Cert.ifi.catiot-i..Irl stru.ctiotis. You must dross, out itern 2 above if.you have been notified bythe IRS that you. are Currently ubject to backu
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withholding because you lave failed toreport all interest anddividendsOf! Your tax -:return.return,For re.al estate transactions, itern 2 does not apply.
For rnotlgag,e interest paid,. acquisition oealb8ndonment of secured property., owicallation of !debt, dontribLitions to to individual retiremetit
(IRA),, arid ge I neeally, payme G ign th Certifidation - but you must
err inge nts:*-oth r than interest. and dividends, YOU are hot. re s 0
provide your correct TIN. See the instructions on page 4.
in Signature :cif
Kere U.S. person
General Instrq:ctions
Section references are to the Internal Revenue Coda unless
otherwise noted.,
person who is rewired to file an information return with the
IRS must obtain your correct taxpayer ident-ificatio.1n number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acq:uisitlon or.
abandonment :of secured property, cancellation of debt, or
contributions you mada to an IRA.
Use Form W-9 only if you are, a, U.S, person (including a
resident, alien), to provid'e your correct. TIN to the person
requesting it* (therequester) and, when applicable,- to:
1, Certify that the youre TIN giving i ar
. a , n is: you are
waiting for a number to be issupd),
2. Certify that you are not subject. to backup withholding., of,
3. C 1aim exemptibn from backup withholding- if you are a U. S:.
exerript payee. If applicable, you are. als'ocertifying r, that as: P.
U.$, person, your allocable share of any .partnership in.c.om-9.1from
a U,S. trade or business is not su.bjeot to the -withholding tax on
fbreign partners" sharp, of effectively connected incorne,*
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester' s form if it is
substantially similar to this Form -W-9..
DatO-.J110_-*
Mfinition of a 11.111.84 purposes, art
- person For federal tax poses, you
considered,;a U.S. person if you are"
# An individual who is a, U.S. citizen or U,S:, residon't alien,.
# A. partnership; porporation, comp.a.hy, or asso'clatian, created. or
organized in the United States or under the laws of the Unit �4
:Matey
* An estate (other than:a foreign estate), or
* A domestic trust (as defined [n Regulations section
301.77011-7),
S eciall s
P rules. -or partnerships., Partnership* that conduct a
trade or business in, the United States are. genorally-required to.
pay c -t withholding tax on,any, foreign partners' share of incorne.
from, such bus-in4ss. Further., in certain cases where ca Form W'9:
rias not boon reop,.ived ::;a partnership is::required .to presume.-.: that
a p I artner is a foreign person, andp ay the withhold.lhg taX.
Theret-ori.q, if you are a U - person that is a, partner in a
partnersh ip conducting, 8 tra. . r businoss in the United States
provide Form W-9to the pc-irt,n-P..r-s-hi'p'.to.ostablish.your U-$,
status and avoid with -holding. on your share of partnership
income.
The. person Who gives Form W-9 to the partnership for
purpose,8�.'-of establishing its U,S, status and avoiding withholding
on its .allbcaf ble :sharo of not income from' the partnership
cor ducting.. a trade or business, in the United -State's.is: i'n. the
following cases,:
The U.S, owner of a disregarded entity and not the entity.,
1
Cat. NO'. 10231X Form W-9 (Rev. 10-2007)
Esdmate#: R2014-FF8-0138
TaQ#: 0349
JnbName:
Xylem Water Solutions US/\. Inc.
FlygtPnDdUcts
PRODUCT REPAIR / SERVICE ESTIMATE
Date: ll/ll/2Ol4
Company Name: TOWN OFLOS ALTOS HILLS Contact: Richard Chiu
Address 26379FREK4DNTRD Telephone: 550-947-2516
Telephone:
Fax: nchiug|osa]toshiUa.oa.gov
LOS ALTOS [A94O22 Email:
Following is an estimate prepared for you regarding the repair of your Flygt pump.
Product Number:
Model:
Impeller Code:
HP: O
Volts: O
Phases: O
Inspected By:
Motor Data:
Hydraulic:
Page I of 5
Serial Number: 3152.091-014002.19
Mark 8uckrnamn
Wire Configuration: Ul:Red Vl:White VVl:B|ack
MeggerLn ground: R infinity B infinity VV
infinity Sensors:
Resistance through cable: RB 0.8 ohms RVV0.8
��
ohms 8VVO.8 ohms `_� FLS
Stator Condition: Good CLS
Shaft Condition: Good KUX
0| Condition: Unusable F—1 Bearing
Inspection Plugs:
[—lCable
Impeller/ Propeller Condition: Unusable Cable Condition, Good
Fhmt Products
rgo-AChadbourne mu. Fairfield CA 94534
PH: (707) 422-9894
FX: (707) 422-9808
Xylem Water Solutions USA' Inc.
Flygt FrOdU[tS
PRODUCT REPAIR / SERVICE ESTIMATE
Esdmate#: R2014-FF8-0138 Date: 11/11/2014
Tag#: 0349
JobName
Volute Condition, Good
H.ydrauUcType: C
Installation
Type: P
Discharge Size:
Primary Requirement: Basic overhaul
Cable Length: 35'
Page 2 of 5
F1 [nntnn| �
Thermals resistance- 0.4 ohms.
F7MFV
Customer requests quote for overhaul. Disassembled pump and found water in oil -lower seal failure. Also found
oil plugs corroded jifting bail corroded, impeller and wear ring worn.
Parts:
Qty
PartNo
Description
Sell Price
Total Price
l
801 89 21
0T.REPA|R BAS|[+ N| 3152.0911181
$1,836-00
$1,836.00
l
5107900
HANOUE'URlNG STEEL
$517.00
$517.00
2
827034
PLUG'[N30STEEL
$22.00
$44.00
6
302 21 OO
SPRING .COMPRESSION SS
$9.30
$19.80
l
3989202
0NG/WEARSTATIONARY BRASS
$91.00
$91.00
l
493 39O6
|PNPELLER'CSHCODE 289 Cl
$1.476.00
$1'476.00
l
82 13 90
SCREVVALLEN Ml2XGDSS
$43.00
$43.00
Total Price
$4`026.00
Labor and Other Charges-,
C,ty PardNo Description Sell Price Total Price
lO 74-690002A LA8OR.SVCFLYGT,NOTAX Z3 -TP MODELS: $97.00 $970.00
3000,7000'8000
l 14-690021C ENV FEE ll-5OHPNDTAX TP ENVIRONMENTAL $55.00 $55.00
FEE
Flygt Products
rso_xChadbourne nu. Fairfield CA 94534
pn'' (707) 422-9894 ~=~—'
a xylem brand
��
FX: (707) 422-9808
Xylem Water Solutions US/\' Inc.
Flygt Products
PRODUCT / SERVICEESTIMATE REPAIR /
Estimate#: R2014-FFB-0138 Date: 11 /11/2014
Tag#: 0349
JobName:
7 14-69 00'24A M|S[[TBN5.PNBJ|U[NPUMPS TP
MATERIALS, LUBES 'SOLVENTS, ETC
Total Price
Product Number:
Cost ofNew Unit:
Description:
$41.00
-
�Pag e3of5
$41,00
$l'O5G.00
Total Price: $5.092.00
Estimated Delivery: Weeks
Please note: If additional repair requirements are identified during semice, the total cost ofyour repair 'may
change. Should this occur' we will 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.
Termsofpaynnent-Net]OStandard
Warranty: Parts used for this repair carry a 12 month warranty.
This Quote does not include freight charges.
If this product is not repaired, a fee of $388.00 will be charged for labor required for the inspection performed.
We will require purchase order from you for these charges.
PLEASE NOTE: IF WE DO NOT HAVE A RESPONSE FROM YOU BY,, 11 /25/2014 WE WILL INVOICE YOU FOR $388.00
FOR THE TIME & LABOR HOURS OUR SERVICE DEPARTMENT HAS ALREADY SPENT IN PERFORMING THE
TEARDOVVN& INSPECTION OFYOUR PRODUCT. YOUR PROMPT ATTENTION & RESPONSE |SGREATLY
APPRECIATED.
Flygt pmuuos
7go-AChadbourne nu. Fairfield CA 94534
������� p*'' (7107) 422-9894 ==~--
��'������ �� �-xy6em brand
=�
FX: (707) 422-9808
Estimate #: R2014-FFB-0138
Tag #: 0349
JobNarne:
(closing text)
Phone:
Fax:
Xylem Water Solutions USA, Inc.
Flyg,t Products
PRODUCT REPAIR /SERVICE ESTIMATE
Date: 11 /11/2014
Flygt Products
790-A Chadbourne Rd , Fairfield CA 94534
)oj[e:M PH: (707) 422-9894
FX: (707) 422-9808
Page 4 of 5
iv
a xylem brand
Esti mate #: R2014-FFB-0138
Tag #: 0349
JobName:
Xylem Water Solutions USA, Inc.
Flygt Products
PRODUCT REPAIR /SERVICE ESTIMATE
Date: 11 /11 /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 ❑
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
M PH, (707) 422-9894
1
leFX: (707) 422-9808 a. ylem brand
FL'3��
a xylem brand
Xylem Water Solutions USA, Inc.
DISCLAIMERS:
(i) Xylem Water Solutions USA, Inc.'s warranties are null and void when Flygt Products are exported outside of the United
States of America without the knowledge and written consent of Xylem Water Solutions USA, Inc.; (ii) Xylem Water
Solutions USA, Inc. makes no independent warranty or representation with respect to parts or products manufactured by
others and provided by Xylem Water Solutions USA, Inc. (however, Xylem Water Solutions USA, Inc. will extend to the
Purchaser any warranty received from Xylem Water Solutions USA, Inc.'s supplier for such parts or products).
LIMITATIONS:
XYLEM WATER SOLUTIONS USA, INC. NEITHER ASSUMES, NOR AUTHORIZES ANY PERSON OR COMPANY TO ASSUME
FOR XYLEM WATER SOLUTIONS USA, INC., ANY OTHER OBLIGATION IN CONNECTION WITH THE SALE OF ITS FLYGT
EQUIPMENT. ANY ENLARGEMENT OR MODIFICATION OF THIS WARRANTY BY A FLYGT PRODUCT DISTRIBUTOR, OR
OTHER SELLING AGENT SHALL BECOME THE EXCLUSIVE RESPONSIBILITY OF SUCH ENTITY.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES,
GUARANTEES, CONDITIONS OR TERMS OF WHATEVER NATURE RELATING TO FLYGT PRODUCT(S), INCLUDING AND
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. PURCHASER'S EXCLUSIVE REMEDY AND XYLEM WATER
SOLUTIONS USA, INC.'S AGGREGATE LIABILITY FOR BREACH OF ANY OF THE FOREGOING WARRANTIES IS LIMITED
TO REPAIRING OR REPLACING FLYGT PRODUCTS AND SHALL IN ALL CASES BE LIMITED TO THE AMOUNT PAID BY THE
PURCHASER HEREUNDER. IN NO EVENT IS XYLEM WATER SOLUTIONS USA, INC. LIABLE FOR ANY OTHER FORM OF
DAMAGES, WHETHER DIRECT, INDIRECT, LIQUIDATED, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR
SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFIT, LOSS OF ANTICIPATED
SAVINGS OR REVENUE, LOSS OF INCOME, LOSS OF BUSINESS, LOSS OF PRODUCTION, LOSS OF OPPORTUNITY OR
LOSS OF REPUTATION.
XYLEM WATER SOLUTIONS USA, INC. WILL NOT BE HELD RESPONSIBLE FOR TRAVEL EXPENSES, RENTED EQUIPMENT,
OUTSIDE CONTRACTOR'S FEES, OR ANY EXPENSES ASSOCIATED WITH A FLYGT PRODUCT REPAIR SHOP NOT
AUTHORIZED BY XYLEM WATER SOLUTIONS USA, INC. U.S.A., INC. REIMBURSEMENT COSTS FOR CRANES AND/OR ANY
SPECIAL EQUIPMENT USED IN CONJUNCTION FOR THE REMOVAL AND/OR REINSTALLATION OF ANY FLYGT
EQUIPMENT IS NOT COVERED UNDER THIS WARRANTY.
ANY UNAUTHORIZED ALTERATIONS TO SUPPLIED FLYGT EQUIPMENT USED WITHOUT XYLEM WATER SOLUTIONS USA,
INC. SUPPLIED FLYGT BRAND CABLE OR CONTROLS WILL NOT BE COVERED UNDER THIS WARRANTY, UNLESS IT CAN
BE PROVEN SUCH ANCILLARY EQUIPMENT IS SUITABLE FOR THE PURPOSE AND EQUAL TO XYLEM WATER SOLUTIONS
USA, INC. SUPPLIED FLYGT BRAND CABLES OR CONTROLS THAT WOULD ORIGINALLY HAVE BEEN SUPPLIED WITH THE
TYPE OF EQUIPMENT IN USE.
REQUIREMENTS:
A copy of Electrical System Schematics of the Control used (including a Control's Bill of Material) could be required to
support a Warranty Claim when a non Flygt Brand Control is used. In addition, a written record, hereby known as "the
log", will be associated with each unit serial number and must be maintained by the organization having product
maintenance responsibility. The log must record each preventative maintenance activity and any repair activity during the
life of the warranty or verification that a Xylem Water Solutions USA, Inc. authorized Service Contract for Flygt Products is
in force and must be available for review and/or auditing. Failure to meet these conditions could render this warrant null
and void. Such logs could be required to determine warranty coverage.
yyF
lem
�..�✓sn s�ii''f's'� ��z'SsY:Yi
Ver, 1.2 -120312
a xylem brand
Xylem Water Solutions USA, Inc.
STORAGE:
Should edelay occur between ship date and the date of start-uAma|ntenance as outlined 1nXylem Water Solutions USA,
Inc.'s Care & Maintenance Manual for FlygtProducts must be performed �the �ONTRACTOR" and/or "OWNER"during
any'such period of storage. Documentation providing proof and outlining what maintenance was performed must be
provided to Xylem Water Solutions USA, Inc or its Flygt Products representative within thirty (30) days of said
maintenance, orthe Xylem Water Solutions USA, Inc. warranty for FlygtProducts could beconsidered void.
CONTROLS:
Warranty coverage for permanently installed controls will start for the end purchaser on the date of shipment. This
warranty does not apply bn controls that have been damaged due to a defective end/or improper input power supply,
improper electrical protection, accidental damage, improper or unauthorized installation and/or repair, unauthorized
alteration, negligence, environmental corrosion or chemical attack, improper maintenance or storage of control, any act of
God, an act of war, an act of terrorism or damage resulting from the use of accessory equipment not approved by Xylem
Water Solutions USA, Inc.. Further, this warranty does not apply in the event an adjustment is found to correct the
alleged defect.
Solid state devices will be covered for a period of one (1) year except in the F|ygt Standard Control Panel (FSCP) where
the solid state devices will be covered for the full warranty period of the control panel. Electrical control panels containing
controllers, PLCs, drives, soft starts, and other computerized equipment will require Transient Vo|tage Surge Suppression
(TVSS) protection in order to satisfy the requirements of this warranty. The protection equipment associated with the
control must be kept in working condition during the life of the warranty. Auxiliary equipment supplied with the control
(air -conditioners etc.) is limited by the respective original equipment manufacturer's warranty offered. Consumable items
such as: light bulbs, fuses, and relays are covered under normal operating conditions. Electrical surges experienced
during startups and/or during normal operating use of the control panel will cause the consumable items not to be
covered under this warranty policy. Components not supplied by Xylem Water Solutions USA, Inc will not covered by this
warnmnty.
TOP (The Optimum Pump Station)
Xylem Water Solutions USA, Inc. will warrant the F|ygtTOP pre-engineered fiberglass pump station components against
defects in material and workmanship for a period of one (1) year from date of start-up or eighteen (18) months from date
of shipment and is valid only to the original owner of the station. Warranty shall cover the cost of labor and materials
required to correct any warrantable defect, excluding any removal and reinstallation costs, POB Xylem Water Solutions
USA, Inc.'s authorized warranty service location for F|ygt'sTDP.
F|yQt Products contained within e TDP pre-engineered fiberglass pump station will carry the standard Xylem Water
Solutions USA, Inc. warranty for F|ygt products and/or accessories installed in the TOP pre-engineered fiberglass pump
All FlygtProduct restrictions and/or limitations as outlined and described within the context of this warranty are germane
to all sections of this Xylem Water Solutions USA, Inc. Warranty document.
Xylem Water Solutions USA, Inc
National Quality Assurance - US Corporate
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GENERAL TERMS AND CONDITIONS OF SALE
XYLEM WATER SOLUTIONS U.S.A. INC
A SUBSIDIARY OF XYLEM, DESIGNATED AS^aSELLERYI
ACKNOWLEDGMENT OF GENERAL CONDITIONS OF SALE
Notwithstanding any inconsistent, additional ordifferent terms contained in your purchase order or other documents
supplied by you, this acceptance is expressly conditioned upon your agreement to the following terms and conditions.
1.Prices apply to the specific quantities stated onthis order, and do not include any taxes, transportation
charges, prints, special packaging or stamping not specified on the order. Prices are subject to change without
2. Taxes: Unless prohibited by statute, Purchaser agrees to pay to Seller the amount of any Federal, State,
City or other tax which Seller may be required to pay on account of the manufacturer, transportation, sale muse of
the material which is the subject of this contract, In lieu of paying such taxes to Seller, Buyer may furnish Seller with
uTax Exemption Certificate orCertificates acceptable toappropriate taxing authorities, atany time prior toSeller's
shipment ofthe products.
3. Quantity Discounts: Quantity discounts are computed separately for each item or on combination of items
aaSeller may designate and such discounts are based onthe quantities ordered and orreleased odany one time. If
an order is canceled, discounts will be adjusted to the discount allowable for the unconcealed quantity, if any.
4. Terms: The Seller reserves the right to require payment inadvance orC.O.D.and otherwise modify credit
terms should Buyer's credit standing not meet Seller's acceptance. Interest may be charged at the highest rate of
interest allowable inthe State of manufacturer's office to which this order has been submitted onall accounts not paid
when due, Buyer shall not assign or transfer this contract or any interest in it, or monies payable under it, without the
written consent of Seller and any assignment made without such consent shall benull and void.
5. Delivery: All shipment dates are after receipt and acceptance ororder bySeller (including approved
submittals if applicable). If any conditions occur unforeseen at time of acceptance by Seller which prevents
compliance with delivery achedu|uo. Seller shall not be liable for dmmages, genero|, consequential or othemwiae, or for
failure to give notice ofany delay.
G. Risk ofLoss: All shipments will be made FCA selling factory or Distribution Center unless otherwise
epecifimd. The Seller (or seller's agent) will select the carrier for shipment, Title toand risk ofloss for the material
shall pass to the Purchaser upon delivery thereof by the Seller to the carrier or deliveryservice. Thereupon, the
Purchaser shall beresponsible therefore. All material iasold FCA shipping point and title and risk ofloss passes tn
the Buyer on delivery to the common carrier otshipping point. (a) Claim for damage or |oam should be filed with
carrier byBuyer, (WOrder for replacement material must beenew purchase order and will bohandled sesuch,
subject to standard "terms and conditions of sale", including freight charges.
7. Warranty: XYLEM WATER SOLUTIONS offers a Commercial Warranty covering Parts and Labor on its
pumps to the original End Purchaner, in compliance with requirements ofthe XYLEM WATER SOLUTIONS Catalog
and Technical Manual Specifications for pumping Municipal Wastewater orsimilar abrasive free, noncorrosive liquids
against defects in workmanship and material for the period as defined below.
XYLEM WATER SOLUTIONS Pump Models are warranted from the date of shipment from XYLEM WATER
SOLUTIONS CORPORATION to the End Purchaser through the period defined on the appropriate Product Warranty
Policy. XYLEM WATER SOLUTIONS CORPORATION will pay the share of the replacement parts costs and labor
defined nnthe appropriate Product Warranty provided the pump with cable attached, is returned toenXYLEM
WATER SOLUTIONS SERVICE FACILITY for repairs.
Time after shipment (months or hours) shall be determined by date of receipt of defective product (or Warranty Claim)
by XYLEM WATER SOLUTIONS Authorized Repair Facility and/or current copy of Maintenance "Time Operated"
report from job site.
Start-up reports and electrical system schematics (including Bills of Material) may be required to support any
Warranty Claims; THEY WILL NORMALLY BEREQUIRED FOR CLAIMS FOR PUMPS 18HORSEPOWER AND
GREATER. This Warranty shall not apply to any product or part of product which has been subjected to misuse,
negligence, accident, operated in dotted portion of published curves, used in a manner contrary to XYLEM WATER
Page I of 3
GENERAL TERMS AND CONDITIONS OF SALE
XYLEM WATER SOLUTIONS U.S.A. INC
A SUBSIDIARY OF XYLEM, DESIGNATED AS "SELLER"
SOLUTIONS' printed instructions, or damaged due to a defective power supply, improper electrical protection or
faulty installation or repair.
XYLEM WATER SOLUTIONS' sole obligation under this Warranty shall be to Repair, Replace or Grant a Credit
Reimbursement at its discretion, through its Warranty Processing Procedures for defective products when returned
prepaid to XYLEM WATER SOLUTIONS and upon XYLEM WATER SOLUTIONS' exclusive examination found to be
defective. Products repaired or replaced under this Warranty will be returned freight prepaid.
XYLEM WATER SOLUTIONS CORPORATION neither assumes nor authorizes any person or company to assume
for it, any other obligation in connection with the sale of its equipment. Any enlargement or modification of this
Warranty by a Representative or other Selling Agent shall become his exclusive responsibility.
XYLEM WATER SOLUTIONS CORPORATION WILL NOT BE HELD RESPONSIBLE FOR TRAVEL EXPENSES,
RENTED EQUIPMENT, OUTSIDE CONTRACTOR'S FEES, OR UNAUTHORIZED REPAIR SHOP EXPENSES,
THE WARRANTIES MADE HEREIN BY XYLEM WATER SOLUTIONS CORPORATION ARE IN LIEU OF ANY AND
ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND THE IMPLIED WARRANTIES OF
MERCHANTABILITY. AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED.
XYLEM WATER SOLUTIONS ASSUMES NO LIABILITY FOR LOSS OF USE OR FOR ANY DIRECT, INDIRECT
OR CONSEQUENTIAL DAMAGES OF ANY KIND IN RESPECT TO THE USE OR OPERATION OF XYLEM
WATER SOLUTIONS PRODUCTS, OR ANY EQUIPMENT OR ACCESSORIES IN CONNECTION THEREWITH.
8. Inspection: Buyer shall have the right to inspect the Products prior to payment and acceptance and if
Buyer's inspection reveals any defects in the Products, Buyer shall notify the Seller within thirty (30) days after receipt
of the Products of any claim Buyer might have concerning such defects in the Products discovered by Buyer. Buyer's
failure to notify Seller within such thirty -day period shall constitute a waiver by Buyer of all claims covering such
defects in the Products.
9. Seller's Liability: Seller will not be liable for any loss, damage, cost of repair, incidental or consequential
damages of any kind, whether based upon warranty, contract or negligence, and arising in connection with the sale,
use or repair of the Products. Seller's maximum liability shall not in any case exceed the contract price for the
Products claimed to be defective or unsuitable.
10. Delays: Seller will not be liable for any delay in the performance or orders or contracts, or in the delivery or
shipment of goods or for any damages suffered by Buyer by reason of such delay. If such delay is, directly or
indirectly caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental
interference or embargoes, strikes, labor difficulties, shortages of labor, fuel, power, materials, or supplies,
transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore
specified) beyond its control, the delivery date shall automatically be extended by such delay. All orders or contracts
are accepted with the understanding that they are subject to Seller's ability to obtain the necessary materials and all
orders or contracts as well as shipments applicable thereto are subject to Seller's current plant schedules,
governmental regulations, orders, directives and restrictions that may be in effect from time to time.
11. Default or Delay in Payment: If Buyer fails or delays making payment on any order or contract of sale
between Buyer and Seller as required by the terms of that order or hereunder, then Buyer agrees that Seller may
defer shipment under this contract, or at Seller's option may cancel unshipped product balances, until payment(s) by
Seller is brought to a current status. Seller's rights in this respect are additional to other rights and remedies
available to Seller for Buyer's breach of this or any other agreement. Application of Buyer's Payments: Seller may
apply any payments made by Buyer or credits due to Buyer to any amounts owed by Buyer to Seller, as Seller may in
its sole discretion determine and without regard to Buyer's instructions in this regard or to commercial practice, if any,
governing the manner in which payments are to be applied.
12. Tools, etc.: Unless otherwise expressly provided, the Seller shall retain title to and possession of any
models, patters, dies, molds, jigs, fixtures and tools made for or obtained for the furnishing of this order.
13. Cancellations: Seller's acceptance of order, cancellation or order reduction requests is conditioned upon
receiving Buyer's written agreement to assume termination charges.
14. Minimum Order: Seller reserves the right to refuse to accept any order which does not meet quantity
requirements which Seller may establish for any given product or group of products.
Page 2 of 3
`
GENERAL TERMS AND CONDITIONS OF SALE
XYLEM WA/TER SOLUTIONS U.S.A. INC
A SUBSIDIARY OF XYLEM` DESIGNATED AS "SELLER"
15. Quality Levels: Prices are based on quality levels commensurate with normal processing. Ifedifferent
quality level is required, Buyer must specify his requirements and pay any additional costs that may be applicable.
16. Errors: Seller reserves the right to correct clerical or stenographic errors or omissions.
17. Patent Indemnity:
(a) Patent Indemnity by Seller to Buyer: The Seller agrees to indemnify and hold harmless the Buyer from
all damages, legal expenses and costs finally assessed againstB rinanyaotionfoninfringementofanyUnited
States Letters Patent by the items delivered hereunder, provided that Buyer shall give Seller prompt written notice of
any action, claim or threat of patent infringement suite, and shall give Seller opportunity to elect to take over, settle or
defend any such claim oraction through counsel ofhis own choice. |fthe use ofany such item nrany part thereof
should be enjoined, Seller shall have the right at its own expense to procure for Buyer the right to continue using such
item, or to replace said item with a non -infringing item, or to modify said item so that it becomes non -infringing. The
foregoing provisions as to patent protection from Seller to Purchaser shall not apply to any item manufactured to the
design orspecifications furnished byBuyer.
(b) Patent Indemnity byBuyer toSeller: |fthe items delivered hereunder are manufactured pursuant to
detailed designs furnished by Buyer. Buyer aheU indemnify and hold harmless the Seller from all !wgm| expensea,
which may be incurred as well as all damages and costs which may finally be assessed against the Seller in any
action for infringement of any United States Letters Patent by such items delivered hereunder, The Seller agrees
promptly to inform the Buyer of any claim for liability made against the Seller with respect to such items and the Seller
agrees to cooperate with the buyer in every way reasonably available to facilitate the defense against any such claim.
18. Fair Labor Standards Act: Seller certifies that products furnished hereunder have been or will be produced
in compliance with the Fair Labor Standards Act, as amended, and regulations and orders of the United States
Department ofLabor issued there under. Seller agrees that this statement may beconsidered emthe written
assurance contemplated bythe October 26.1848amendment tnsaid Act.
18. Acceptance Required toForm Contract: Unless and until eformal written acceptance upon eprinted order
acknowledgment form is sent by Seller to the Buyer, no order will become effective as a valid contract binding upon
20. Entire Contract, The provisions hereon and onaccompanying papers, if any, constitute all of the terms and
conditions agreed upon by the parties and shall replace and supersede any provisions onthe face and reverse side
of the purchase order of any attachment thereto, or any prior general agreement inconsistent with the provisions
hensnt No modification hereof shall be valid unless in writing and duly signed by a person authorized by Seller. The
provisions hereof shall not be modified by any usage of trade or any course of prior dealing or acquiescence in any
course ofperformance.
21. Governing Laws: The terms of this agreement and all rights and obligations hereunder shall be governed by
the laws of the State of Seller's office to which this order has been submitted.
Page 3 of 3
WIGT--:�-
a xylem brand
Xylem Water Solutions USA, Inc.
For the period defined, Xylem Water Solutions USA, Inc. offers a commercial warranty to the original End Purchaser
against defects in workmanship and material on Flygt Products. Warranty covers Flygt parts and labor as outlined in
ADDENDUM — A.
COVERAGE:
Xylem Water Solutions USA, Inc. will pay the cost of parts and labor during the warranty period, provided that the Flygt
product, with cable attached, is returned prepaid to a Xylem Water Solutions USA, Inc. Authorized Service Facility for
Flygt Product repairs. Coverage for Flygt parts and labor will be provided for the period shown in ADDENDUM - A. The
warranty period will begin from date of shipment or date of a valid Start-up (For permanently installed pumps only). In
cases where the Start-up date is used as the beginning of the warranty on a permanently installed Flygt pump, a Start-up
Report completed by an approved service technician from a Xylem Water Solutions USA, Inc, Authorized Service Facility
for Flygt products must be received by the Xylem Water Solutions USA, Inc. Area Service Mana ger for Flygt Products
within thirty (30) days of the initial onset of the unit placed into service, If not received, the beginning of the warranty
coverage will default to the Flygt product ship date. A Start-up for a permanently installed Flygt pump must occur within
one (1) year from the date of shipment from a Xylem Water Solutions USA, Inc. authorized facility for Flygt Products or
warranty will automatically default to ship date as start of warranty. (See STORAGE section) When using the start-up
date as the beginning of the warranty, a copy of the Start-up Report will be required to support any Warranty Claims.
Warranty on Flygt Dewatering pumps will begin with ship date only. No other date on Flygt Dewatering pumps will be
considered.
Xylem Water Solutions USA, Inc.'s sole obligation under this Warranty for Flygt Products shall be to replace, repair or
grant credit for Flygt Products upon Xylem Water Solutions USA, Inc.'s exclusive determination that the Flygt Product
does not conform to the above warranty. In the event that the Flygt product is replaced, warranty on the replacement
product will be equal to the balance remaining on the original product or ninety (90) days, which ever is greater..
MISUSE:
This Warranty shall not apply to any Flygt product or part of Flygt product which (i) has been subjected to misuse,
misapplication, accident, alteration, neglect, or physical damage (ii) has been installed, operated, used and/or maintained
in a manner which is in an application that is contrary to Xylem Water Solutions USA, Inc.'s printed instructions as it
pertains to installation, operation and maintenance of Flygt Products, including but .without limitation to (iii) operation of
equipment without being connected to monitoring devices supplied with specific products for protection; or (iv) damaged
due to a defective power supply, improper electrical protection, faulty installation or repair, ordinary wear and tear,
corrosion or chemical attack, an act of God, an act of war or by an act of terrorism; or (v) has been damaged resulting
from the use of accessory equipment not sold by Xylem Water Solutions USA, Inc. or not approved by Xylem Water
Solutions USA, Inc. in connection with Flygt products.
WEAR PARTS:
This warranty does not cover costs for standard and/or scheduled maintenance performed, nor does it cover Flygt parts
that, by virtue of their operation, require replacement through normal wear (aka: Wear Parts), unless a defect in material
or workmanship can be determined by Xylem Water Solutions USA, Inc.. Wear Parts are defined as Cutters, Cutting
Plates, Impellers, Agitators, Diffusers, Wear Rings (Stationary or Rotating), Volutes (when used in an abrasive
environment), oil, grease, cooling fluids and/or any items deemed necessary to perform and meet the requirements of
normal maintenance on all Flygt equipment.
Ver, 1.2 -12031.2