CM-08-06-177DATE: June 16, 2008
SUBJECT: City Manager Approval — June 20, 2008
ITEM: Action authorizing the City Manager to execute an agreement to expand the
current purified water services for use at the Environmental Services and Water
Treatment Plant lab areas.
Department:
Staff Person:
Justification:
Water and Wastewater Utilities
Michael D. Thane, Utilities Director
De -ionized (DI) water is necessary for quality control for laboratory analysis. These agreements
allow DI stations to be set up in various locations. This will expand our current service and
make the service more efficient and convenient.
Funding:
Cost: $36 monthly fee plus tank change outs as necessary
Source of funds: Operating Fund
Outside Resources: GE Infrastructure Water & Process Technologies
Background Information: N/A
Public Comment: N/A
El NEW LJ RENEWAL
Copp/176
D20004 -A020
NAME
City of Round Rock Water Environmental Lab
BILL TO
2008 Enterprise
CITY
Round Rock
TEL
512 218 5559
STATE
TX
ZIP
78680
NAME
Same (Lab)
SHIP TO / DEL
CITY
STATE
ZIP
TEL
CONTACT: Tracy Herring
P.O. NTE. SERV / INSTALL DATE: BRANCH:
Eff. EXP. SALES ORDER 33: S/O INCLUDES 151. MO. RENT 0
PRICING EQUIPMENT OWNERSHIP - GE
$ 18 / Monthly Rental
$ 21 / 6x18 DI tank
$ 67 / 6x18 GAC tank
$ /
$ 77.00 / Labor Rate
$ 6.00 / 10" 5 mic filter (S056 00004 025)
$ /
One (1) 6x18 GAC tank; one (1) 6x18 DI tank, interconnecting
plumbing, 1 meg quality lights.
$ / EQUIPMENT OWNERSHIP - CUSTOMER
$ / none
$ / Installation/start-up fee (parts & materials)
$ / Install spigot with Tight body on counter top
$ / Drilling may be required to enlarge current
$ / hole in counter. Customre will install 1/2"
$ / supply valves
$ /
$ /
$,
$ /
SPECS: Flow< 5 gpm, 1 meg
QUOTE:
TERMS: T+C 003, REV. 7 CDALE 11-17-06
$ / SPECIAL NOTES:
Customer must certify application annually on the GE -provided
Resin Process Profile Form. YES ❑ NO Ej
SERVICE: For Preventive Maintenance services please specify day(s) of week or month(s).
Tank exchanges - DI - as needed; GAC - 1 year
APPROVAL
Customer/Date:
Sales Rep./Date: Contract ID:
ITO Mgr./Date: Entered by/Date:
El NEW ❑ RENEWAL
C0 8 isCh10 «'
D20004 -A010
NAME
City of Round Rock Water Environmental Lab
BILL TO
2008 Enterprise
CITY
Round Rock
TEL
512 218 5559
STATE
TX
ZIP
78680
NAME
Same (Ice Machine Room
SHIP TO / DEL
CITY
STATE
ZIP
TEL
CONTACT: Tracy Herring
P.O. NTE. SERV / INSTALL DATE: TBD BRANCH:
Eff. EXP. SALES ORDER #: S/O INCLUDES 1sT MO. RENT ❑
PRICING EQUIPMENT OWNERSHIP - GE
$ 18 / Monthly Rental GAC
$ 21 / Monthly Rental DI
$ 67 / 6x18 GAC tank exchange
$ 52 / 6x18 DI tank exchange
$ 77 / Hourly labor Rate
$ 6 / 10" 5 mic filter (S056 00004 025)
$ /
One (1) 6x18 GAC tank; one (1) 6x18 DI tank, interconnecting
plumbing, 1 meg quality lights.
$ / EQUIPMENT OWNERSHIP - CUSTOMER
$ / none
$ TDB / Installation/start-up fee (parts & materials)
$ /
$ /
$ /
$ /
$ /
$ / SPECS: flow<5gpm 1 meg
$ / QUOTE: attached
$ / TERMS: T+C 003, REV. 7 CDALE 11-17-06
$ / SPECIAL NOTES:
$ / Customer must certify application annually on the GE -provided
Resin Process Profile Form. YES ❑ NO
SERVICE: For Preventive Maintenance services please specify day(s) of week or month(s).
Tank exchanges - DI - as needed; GAC -1 year
APPROVALS:
Customer/Date:
Sales Rep./Date:
Contract ID:
ITO Mgr./Date: Entered by/Date:
r^s w
fi �y�—.4. 0 — t<�
GE Infrastructure
Water & Process Technologies
TERMS AND CONDITIONS FOR PURIFIED WATER SERVICES
These Terms and Conditions are an integral part of the agreement between GE Ionics, Inc., a GE Infrastructure Water & Process
Technologies company ("Seller") and its customer ("Purchaser") for the provision by Seller of services related to the production and/or
supply of purified water, such as; consulting services, systems maintenance activities, regeneration and packaging of resins, cleaning and
sanitizing of membranes or systems, rental of related equipment, and sale of related supplies (collectively referred to as "Services").
1. Proposals. Any proposals or price quotations rendered by Seller, may be modified or withdrawn by Seller at any time prior to the bilateral execution of
a written contract, and shall automatically expire in 30 days, except as otherwise expressly agreed in writing. Any offer made by Purchaser shall not be
considered as accepted nor the terms thereof binding on Seller until written confirmation of said offer has been sent by Seller. Seller's obligation to
provide Services shall be subject toapproval of all orders by Sellers credit department, and Seller may require full or partial payment in advance. Any
Services performed or items furnished by Seller beyond those set forth in the Agreement will be charged at Sellers then standard rates.
2. Warranties. Seller warrants that Services will be performed in a good and workmanlike manner and will comply in all material respects with the
requirements set forth in this Agreement. Purchaser shall promptly notify Seller of any warranty claim, and Purchaser's sole remedy shall be to have
deficient services corrected or re -performed and to have defective products repaired or replaced. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OTHER THAN AS EXPRESSLY STATED IN THE AGREEMENT.
3. Payment. Payment shall be made in full in U.S. Dollars within thirty (30) days of the invoice date, unless otherwise agreed. In the event of a late
payment, a late payment charge of 2% will apply, followed by an additional 2% thereafter each month. If Purchaser disputes any portion of an invoice,
it shall notify Seller in writing with specificity and pay the undisputed portion within 30 days. Purchaser may be held in default of thls agreement if any
invoiced amounts are undisputed and unpaid after 30 days beyond their original due date. Purchaser shall reimburse Seller for Seller's costs, including
reasonable attorneys' fees, incurred to collect overdue amounts and associated late payment charges.
4. Equipment. All equipment provided by Seller to Purchaser shall remain the sole property of Seller, and Purchaser agrees to make lease or rental
payments as set forth in this Agreement. Seller reserves the right to file a UCC -1 security form on all added equipment and products and a mechanic's
lien on any labor performed by Seller for the design, fabrication, and maintenance of the system and hereby provides legal notice of its intention to do
so if deemed necessary to ensure payment. Purchaser shall keep Sellers equipment free and clear of any liens. Purchaser shall at all times remain
solely liable for any and all damages to Sellers equipment including, but not limited to, theft, physical damage, operational impairment caused by lack
of proper maintenance or operation outside manufacturer's or Sellers operating specifications, and deterioration or contamination from exposure to
fumes or substances. Any sale of equipment, or components by Seller to Purchaser shall be subject to Sellers Standard Terms and Conditions for the
Sale of Equipment, which are available from Seller upon request.
S. Application. Purchaser acknowledges that Sellers equipment is designed for specific applications and processes and therefore may not be relocated,
modified, altered or changed in any way without the expressed, written consent of the Seller. Purchaser shall certify to the Seller, by means of a
completed and signed Resin Process Profile form, the conditions under which all Seller furnished or serviced ion exchange resins will be operated.
Purchaser shall at all times retain title to the water being processed by the water treatment system equipments including any materials or
contaminants contained therein. Purchaser shall be solely responsible for any and all costs to test, decontaminate or dispose of and replace any of
Sellers equipment which Purchaser has, or Seller has reasonable cause to suspect that Purchaser has, either directly, or inadvertently introduced or
exposed to any process or application containing any amount of a Federal, DOT, or State listed hazardous waste or a characteristic hazardous waste.
Purchaser shall not remove the equipment from Purchaser's address designated in the Agreement and shall not sublease or lend the equipment or
otherwise attempt to transfer or dispose of the equipment or any rights in or to the equipment.
6. Limitation of liability. THE AGGREGATE LIABILITY OF SELLER AND ITS AFFIUATES AND SUBCONTRACTORS AND THEIR EMPLOYEES, OFFICERS,
DIRECTORS AND AGENTS IN CONNECTION WITH THE AGREEMENT AND ALL SERVICES PROVIDED THEREUNDER SHALL BE LIMITED TO EXACTLY ONE
TIMES THE AVERAGE MONTHLY AMOUNT ACTUALLY PAID BY PURCHASER TO SELLER FOR SUCH SERVICES DURING THE PREVIOUS 24 MONTH PERIOD.
SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS
OF USE.
7. Taxes. Purchaser shall pay all sales, use and excise taxes, and other similar taxes, fees, and governmental charges now or hereafter imposed on either
party based on the provision or installation of any equipment and/or Services.
8. Force Majeure. Seller will not be responsible for any delays, damages or failures to perform due to circumstances beyond its reasonable control,
including those caused by Purchaser. • Sellers time for performance shall be extended by a period of time commensurate with the amount of delay
caused by such circumstances.
9. Documents. All proposals, specifications, instructions and other documents furnished by Seller shall remain the property of Seller, and Purchaser
warrants that no use will be made of such documents except to facilitate Purchaser's utilization of the Sellers Services. Such documents shall be
provided to Purchaser's employees only on a need -to -know basis and shall not be provided to third parties without Sellers written consent.
10. Service response. Unless expressly stated otherwise herein, Seller shall be allowed at least five business days as a normal response time to most
efficiently schedule all call-in, non -emergency, service call requests. Specific requests for 'Same-day Service', 'Next -day Service', or any off -schedule
service visits requiring an on-site response in fewer than five days will be subject to an expediting charge of at least four (4) hours times the
Agreement's overtime labor rate.
11. Information. Seller will be deemed to have reasonably relied on any representations made or information furnished by Purchaser, whether prior to or
after the date of the Agreement.
T&C003Rev. 7, cdale 11-17-06
GE Infrastructure
Water & Process Technologies
12. Insurance. During the term of the Agreement both Parties will maintain with a reputable insurers, appropriate levels of workers compensation
insurance and commercial general liability insurance covering bodily injury and property damage. Seller shall provide to the Purchaser upon request
and receive a current period Sample Certificate of Insurance at no charge. Site-specific Certificates of Insurance are available upon request for a fixed
administrative fee of $117 per certificate.
13. Risk of leaks. Purchaser acknowledges that purified water equipment may break and/or leak and that it should be installed only where there is
adequate drainage and minimal risk of damage to other property. Seller therefore shall not be liable to Purchaser or others for any damages, costs or
expenses resulting from breaks or leaks in or from equipment that Seller owns, designs, sells, leases, rents, or services.
14. Term and termination. Agreement term shall be two (2) years and will automatically renew annually thereafter until such time as the Purchaser
provides a 30 -day advance written cancellation notice via certified mail to the Seller. Purchaser agrees that Purchaser shall adjust the value and/or
duration of the Purchase Order in a manner that adequately funds the Seller's continuous provision of all Purchaser authorized services. Either Party
may initiate a Termination for Convenience at any time during the contract term and shall be required to give a minimum 90 days written Notice of
Termination via certified mail. If the Purchaser is in default of this agreement, or any other agreement with the Seller, Seller's written notification
period shall be no less than 48 hours. In the event of a Purchaser's Termination for Convenience, Seller shall be entitled to payment for all Services
performed prior to cancellation, plus a specific Early Termination Fee equal to exactly 50% of the sum of all of the monthly payments remaining in the
current contract term.
15. Suspension. Seller shall be entitled to suspend performance if Purchaser is in breach of the Agreement or is overdue in any payments to Seller under
the Agreement or any other agreement or order. Seller's written notification period for suspension shall be no less than 24 hours.
16. Indemnity. Purchaser agrees that it will indemnify and hold harmless Seller and any and all of its employees and agents against and from any and all
liability, loss, costs, damages, fees of attorneys, and other expenses which Seller may sustain or incur in consequence of any suits, claims, or judgments
against Seller as a result of customer's purchase, consumption, contamination, use or misuse of any of Sellers products or services. Purchaser will
further indemnify and hold harmless Seller and any and all of its employees and agents against and from any and all expenses paid or incurred, including
fees of attorneys and other expenses, in enforcing the terms of this indemnity and hold harmless agreement, or in recovering or attempting to recover
losses or expenses paid or Incurred, as aforesaid.
17. Service rate escalation. Seller shall have the right to increase the service rates at each anniversary date of this agreement by a percentage amount
equal to at least the greater of: (i) the annual percentage increase in the Producer Price Index for All Commodities (WPU00000000); or (ii) a
combination of two indices in which 50% of the increase shall consist of an amount equal to 50% of the percentage increase of the Index for Chemicals
and Allied Products (WPU06) and 50% of the increase shall consist of an amount equal to 50% of the percentage increase of the Index for #2 Diesel Fuel
(WPU057303); or (iii) 10%. All calculations shall be made using the most recent annual index values as reported by the US Dept. of Labor -Bureau of
Labor Statistics at htto://data.bls.eov/cei-bin/survevmost?wq. Purchaser agrees that Purchaser shall adjust, or modify, the Purchase Order in a manner
that adequately funds the Sellers continuous provision of all Purchaser authorized services.
18. Service rate adjustments. Additional Seller -owned rental assets requested or accepted by Purchaser will incur billable rental charges in non -prorated
monthly increments. In the event that Seller is subsequently charged material prices higher than those in effect on the date of the original proposal of
this Agreement for any parts, raw materials, fuel, or labor costs covered hereby, Seller retains the right to implement surcharges, or to adjust the
charges stated herein as follows: the percentage increase charged to Seller by suppliers for any such applicable materials, parts, chemicals, etc., shall be
applied against and added to the total charges hereunder. Purchaser agrees that Purchaser shall adjust, or modify, the Purchase Order in a manner that
adequately funds the Seller's continuous provision of all Purchaser authorized services.
19. Complete agreement. Sellers written proposal and these Terms and Conditions, when accepted by Purchaser, constitute the entire agreement
between the parties. As a commercial mechanism solely generated to fund this Agreement, Purchaser's Order shall be deemed to incorporate, without
exception, all of the terms and conditions hereof. No modification of these Terms and Conditions shall be of any force or effect unless reduced to
writing and signed by duly authorized representatives of each party claimed to be bound thereby. These Terms and Conditions shall prevail over any
inconsistent terms and conditions included in Purchaser's order, and no modification shall be effected by Seller's mere acknowledgement or acceptance
of Purchaser's purchase order forms, which may contain different terms and conditions.
20. Miscellaneous. The Agreement is governed by the laws of The Commonwealth of Massachusetts, U.S.A. Neither the Agreement nor any proposals of
Seller nor any rights or obligations thereunder are assignable without Sellers written consent.
Accepted by Purchaser on
Jp21 /C6
Print Name
Title
T&C003Rev. 7, cdale 11-17-06
..n/ Retina
Return one complete and signed original to:
GE Ionics, Inc.
Attn: Contracts Administrator
5900 Silver Creek Valley Road
San Jose, CA 95138-1009
Fax: (408) 360-5950