CITY OF SIMI VALLEY
MEMORANDUM
Marc
h 18, 2024
TO: Cit
y Council
FR
OM: Department of Public Works
SUBJ
ECT: AUTHORIZATION TO WAIVE THE BIDDING PROCESS PURSUANT TO
THE SVMC , AND AWARD OF CONTRACT TO HACH FOR THE
PURCHASE AND SERVICE OF INSTRUMENTATION AND EQUIPMENT
FOR THE CITY OF SIMI VALLEY’S WATER QUALITY CONTROL PLANT (WQCP)
STAFF RECOMMENDATION
It
is recommended the City Council:
1. Waive the bidding process in accordance with Simi Valley Municipal Code (“SVMC”) section 2-9.201 (e);
2. Award a contract (page 4) to Hach in the amount of $300,000 for the period of two years March 18 , 2024 through March 17, 2026 for the purchase and service of instrumentation an d equipment; and,
3. Authorize the City Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract by up to two additional two-y ear
terms (not to exceed a total of six years) in
accordance with the contract terms.
BACKGROUND AND OVERVIEW
The City contracted with Hach for the purchase and service of instrumentation and equipment for the WQCP since 2015. From 2015 to present, the City has purchased a total of $357,812.33 of instrumentation, equipment, and service through Hach.
FINDINGS AND ALTERNATIVES
The Public Works Director recommends that the City Council waive bidding requirements under the SVMC to ensure uniformity and compatibility with existing instruments and equipment at the Water Quality Control Plant (“WQCP”). Hach is the exclusive provider of equipment, instrumentation, materials, supplies, replacement parts and WIMS database software since 2015 and support the laboratory and the City’s Water Quality Ccontrol Plant (WQCP) wastewater operations. Discontinuing the services at this A2426.SR.DD
AGENDA ITEM NO.
Consent (8)
A2426.SR.DD
time would constitute a significant disruption to the City’s wastewater operations that could potentially im peril the City’s compliance with permitting requirements.
Additionally, the Sanitation Division is currently implementing additional Hach equipment through the Energy Services Constr uction project, CP70200032. After completion of the project, the Hach equipment will need to be serviced with the replacement of consumable items, parts, reagents, chemicals, probes, and samplers, in order to maintain instrumentation and equipment warranties.
Current, and future installed, Hach instrumentation and equipment provides analytical input data to Program Logic Controllers (PLCs). The PLCs interpret the data and make changes to the operating equipment at the WQCP to aid in maintaining safe and reliable treatment under the City’s National P ollution D ischarge E limination S ystem (NPDES) permit. Changing from Hach products would require additional engineering and costly modifications to piping, electrical, communication protocol, re-programing of control logic, and modifications to the facility’s Supervisory Control and Data Acquisition (SCADA) system and associated wastewater operations and data reporting.
The following alternatives are available to the City Council:
1. W
aive the bidding process pursuant to the SVMC;
2. A
ward the attached contract to Hach in the amount of $300,000 for the period of two years from March 18, 2024 through March 17, 2026 for the purchase and service of instrumentation and equipment;
3. A
uthorize the City Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract by up to two additional two-year terms in accordance with the contract terms;
4. D
o not award a contract at this time and provide staff with further direction.
T
he Public Works Director recommends Alternative Nos. 1, 2 and 3.
SUGGESTED CITY COUNCIL MOTION
I
move to waive the bidding requirements pursuant to the SVMC, award a contract to Hach for the purchase and service of instrumentation and equipment in the amount of $300,000 for the period of March 18, 2024 through March 17, 2026, and further authorize the City Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract term.
SUMMARY
P
ublic Works purchases instrumentation, equipment, related supplies and services from Hach for reliable and efficient operation of the City’s WQCP. Hach equipment has been designed into facility plant upgrades through engineering, process demands, and expert 2 A2426.SR.DD
consulting services. The City’s purchasing procedures require City Council’s approval based on the aggregate total spent with Hach since 2015.
It is recommended that the City Council waive bidding requirements and award the attached contract to Hach for the purchase and service of instrumentation and equipment in the amount of $300,000 for the period of March 18, 2024 through March 17, 2026, and further authorize the City Manager to approve any subsequent contract amendments to incorporate future budgeted funds into the contract amount, and to extend the contract term.
____________________________________
Ronald K. Fuchiwaki
Public Works Director
Prepared by: Matt Mckenna, Senior Management Analyst
INDEX
Page
Contract .............................................................................................. 4 3 A2426.CON.DD
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
HACH COMPANY FOR THE PURCHASE AND SERVICE OF
INSTRUMENTATION AND EQUIPMENT
THIS CONTRACT is made and entered into in the City of Simi Valley on this 18th day of March 2024 , by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and HACH COMPANY, a Colorado Corporation, hereinafter referred to as CONTRACTOR, each a “Party” and collectively, “Parties”.
RECITALS
WHEREAS, the CITY wishes to purchase Instrumentation and Equipment parts and service; and
WHEREAS, Hach Company, is the authorized dealer for Hach products.
NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:
AGREEMENT
1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT.
2. Term. The term of this CONTRACT shall be from the date this CONTRACT is made and entered, as first written above, until March 17, 2026. This CONTRACT may be extended for two (2) additional two-year terms upon mutual consent of the City Manager and the CONTRACTOR. Unit prices may be adjusted for each extension at an amount not to exceed the increase in the Los Angeles -Long Beach-Anaheim, CA Consumer Price Index (CPI) for the prior year ending in March.
3. Description of Supplies, Equipment, Materials, or Service s. This CONTRACT is for the purchase and service of instrumentation and equipment .
CONTRACTOR agrees to supply the item(s) more specifically set forth in the Service Price List Exhibit “A” and in accordance with Exhibit “B”, both of which are attached hereto and incorporated herein.
4. Compensation and Payment.
A. The CITY shall be obligated to pay CONTRACTOR based upon the unit and/or lump sum prices bid by CONTRACTOR, multiplied by the ac tual CITY - authorized quantities received and accepted by CITY; such unit and/or lump sum prices as contained in the Service Price List attached hereto and incorporated herein as Exhibit “A”.
B. Payments to the CONTRACTOR shall be made within 30 days after receipt of an original invoice from the CONTRACTOR and acceptance of the Calibrated Equipment and Service by CITY.
C. In no event shall the total amount paid for this CONTRACT exceed $300,000 (the “Not-To-Exceed Amount”), unless otherwise agreed to by the Parties in writing.
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5. CONTRACTOR Representations and Obligations.
A. CONTRACTOR shall perform as required by this CONTRACT.
CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
B. CONTRACTOR shall obey all Federal, State, local, and special district laws, ordinances, and regulations.
C. CONTRACTOR shall indemnify, defend, and hold CITY harmless from any claim that prevailing wages should have been paid pursuant to this CONTRAC T, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon.
D. CONTRACTOR shall abide by the CITY’S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.
6. Audit.
A. At any time during normal business hours and as often as t he CITY may deem necessary, CONTRACTOR shall make available to CITY for inspection its records pertaining to this CONTRACT. CONTRACTOR shall permit CITY to audit, examine and/or reproduce such records. CONTRACTOR will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.
B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in preparing its statements to CITY as a condition precedent to any payment to CONTRACTOR.
7. Hold Harmless and Indemnification . CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature to the proportional extent caused by any act or omission of CONTRACTOR, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this CONTRACT. The CITY shall be included as an Additional Insured in the automobile/ liability insurance policies and endorsements of the CONTRACTOR. The CONTRACTOR must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. Such approval by the CITY will not be unreasonably withheld. This paragraph shall survive the termination of this CONTRACT.
8. Amendments. Any amendment, modification, or variation from the terms of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the City Manager and CONTRACTOR.
5 A2426.CON.DD
9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.
10. Termination. If, during the term of this CONTRACT, CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR. Thereafter, neither Party shall have any further duties, obligations, responsibilities, or rights under this CONTRACT except, however, any and all obligations of CONTRACTOR'S surety shall remain in full force and effect and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In such event, CONTRACTOR shall be entitled to the reasonable value of its services performed from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination, minus any damages, including liquidated damages if so provided herein, occasioned by such breach. CITY reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall CONTRACTOR be entitled to receive in excess of the CONTRACT amount.
11. Complete CONTRACT . This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the Parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the Parties hereto.
12. Time of Performance. Time is of the essence in this CONTRACT.
13. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto; provided, however, that no Party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other Party, and any such assignment without said consent shall be void.
14. Authority to Execute Contract . Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each Party is a person duly authorized and empowered to execute contracts for such Party.
15. Jurisdiction and Venue. Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the Parties do not consent to arbitration. In the event of any dispute, each Party shall bear its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.
6 A2426.CON.DD
16. Non-Appropriation of Funds . Payments due and payable to CONTRACTOR for current goods and/or services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.
17. Taxpayer Identification Number. CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W -9 (latest revision), as issued by the Internal Revenue Service.
18. Permits and Licenses. CONTRACTOR, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.
19. Waivers. The waiver by one Party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
20. Limitation of Liability . Neither CONTRACTOR nor CITY nor their respective successors-in-interest, assignees, affiliates, directors, officers, and employees shall be liable to the other party under any for any special, treble, incidental or consequential damages, including without limitation, damage to or loss of property other than for the items 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 CITY’s customers for such damages, howsoever caused, and whether based on warranty, contract, and/or tort (including negligence, strict liability or otherwise).
21. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither Party to this CONTRACT shall refuse to accept such mail; the Parties to this CONTRACT shall promptly inform the other Party of any change of address.
All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each Party to this CONTRACT is as follows:
CITY Department of Public Works
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Jason Denison
Plant Maintenance Supervisor
(805) 583-6460
CONTRACTOR Hach Company
5600 Lindbergh Drive
Loveland, CO 80539
Attn: Adam Willingham
Regional Sales Manager
(831) 946-8163
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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written.
Attest: City of Simi Valley, A Municipal Corporation
By:
Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California
Approved as to Form: Hach Company
By:
Algeria R. Ford, City Attorney
Print Name:
Approved as to Content: Title:
By:
Brian Paul Gabler, City Manager
Print Name:
Title:
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Ronald K. Fuchiwaki
Public Works Director
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EXHIBIT “A”
SERVICE PRICE LIST
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
HACH COMPANY FOR THE PURCHASE AND SERVICE OF
INSTRUMENTATION AND EQUIPMENT
9 Service Offering
# of Instruments
Currently Under
Contract Service Includes:
Annual Cost Per
Instrument* (Year 1)
2024-25
Annual Cost Per
Instrument* (Year 2)
2025-26
FSPFILTRAX 1 4 annual PM visits, calibration, certification, and repairs 4,221.00$ 4,389.84$ FSPAMTAXSC 1 2 annual PM visits, calibration, certification, and repairs 3,246.00$ 3,375.84$ FSPSC1000 1 1 annual PM visit, calibration, certification, and repairs 425.00$ 442.00$ FSPCL17 2 2 annual PM visits, calibration, certification, and repairs 1,644.00$ 1,709.76$ PMP-2100N-1V 1
1 annual PM visits, calibration and certification.
REPAIRS NOT INCLUDED 564.00$ 586.56$
FSPTU53XX - 4 VISIT 3 4 annual PM visits, calibration, certification, and repairs 1,112.00$ 1,156.48$ FSPSC200 2 1 annual PM visit, calibration, certification, and repairs 319.00$ 331.76$ *Quoted prices valid until June 30, 2024. Pricing will be locked in for a 2 year duration as outlined upon agreement of terms.
EXHIBIT A
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EXHIBIT “B”
SCOPE OF WORK
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
HACH COMPANY FOR THE PURCHASE AND SERVICE OF
INSTRUMENTATION AND EQUIPMENT
1. Services. The Services shall be limited to those services specifically described herein. For the avoidance of doubt, and without limitation, Supplier has no responsibility for the supervision or actions of Customer’s employees or contractors or for non‐Supplier items (e.g., chemicals or equipment) and disclaims all liability and responsibility for any loss or damage that may be suffered as a result of such actions or items, or any other actions or items not under Supplier’s control.
2. Warranty. Supplier warrants the Goods in accordance with its then‐current standard warranty covering the specific Goods ordered, generally under which Supplier warrants to the Customer that during the period ending 18 months after the delivery date or 12 months after the start‐up date, whichever occurs first, Goods which are manufactured by Supplier will be free from defects in material and workmanship and will function in accordance with the specifications specified in any quotation. If Supplier breaches this warranty and the Customer notifies Supplier of such breach within 30 days of the end of the applicable warranty period, Supplier will, at its option, either replace or repair the nonconforming Goods, or re ‐perform any nonconforming Services, or refund the amounts paid by Customer to Supplier for the nonconforming Goods and/or Services. SUPPLIER’S WARRANTY CONTAINS THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. SUPPLIER EXPRESSLY DISCLAIMS ANY REMEDIES OF “COVER” AND ANY
WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. Intellectual Property; Information Technology; Privacy. Supplier retains all rights in and to any intellectual property and confidential information created or procured by it or its representatives at any time, and Customer receives licenses to use such intellectual property and information only to the extent provided by implied license under applicable law. No Customer information technology requirements apply, except the extent such requirements specifically apply to equipment being sold to Customer. To help ensure mutual compliance with applicable privacy laws, Customer will not provide to or share with Company any personal data or personally identifiable information.
4. Performance Guarantees. 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 Supplier recommendations, (c) operating conditions at the Customer site have not materially changed and remain within anticipated specifications, and (d) no reasonably unforeseeable circumstances exist or arise.
5. Funds Transfers (Payments). The parties both recognize that there is a risk of 11 A2426.CON.DD
banking fraud when individuals impersonating a business demand payment under new banking or mailing instructions. To avoid this risk, Buyer must verbally confirm any new bank or mailing instructions by calling Supplier and speaking with Supplier’s accounts receivable contact before mailing or transferring any monies using the new instructions. Both parties agree that they will not institute mailing or bank transfer instruction changes and require immediate payment under the new instructions but will instead provide a ten (10) day grace period to verify any payment instruction changes before any new or outstanding payments are due using the new instructions.
6. Miscellaneous. Except to the extent signed by a duly authorized representative of an affiliate of Supplier, the Agreement does not bind any affiliates of Supplier. Supplier is not subject to any audit rights in favor of the Customer, except for audit rights (under reasonable conditions) directly related to Supplier’s compliance with laws and regulations (e.g., safety) which are directly applicable to Supplier’s Goods and/or Services purchased under this Agreement.
Supplier is not obligated to purchase or carry Professional Liability or E&O Insurance coverage, provide copies of Supplier’s policies, or provide waivers of subrogation. Supplier may include Customer and their Affiliates as an Additional Insured party. Nothing in the Agreement supersedes or nullifies this Addendum. By giving thirty days prior written notice, Supplier may terminate this Agreement. Supplier’s obligations under the Agreement will only be modified by written agreement of Supplier through the same duly authorized representative who signed this Addendum, or such person’s duly authorized successor. Except as provided herein, neither party agrees to any contractual clause or provision, that waives such party’s ordinary and standard rights, including, but not limited to, the right to retain party’s own counsel and each party’s right to determine facts and circumstances in the event of a dispute.
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