Sample_Agreement_-_Form_9_-_Supply.docx

SUPPLY AGREEMENT NO. W___

between

WEST BASIN MUNICIPAL WATER DISTRICT

and

{SUPPLIER}

for

{SERVICES}

This Supply Agreement (“Agreement”) is entered into by and between The West Basin Municipal Water District (“DISTRICT”) and _______ , (“SUPPLIER”). DISTRICT AND SUPPLIER, which may be referred to individually as "PARTY" or collectively as “PARTIES", agree as follows:

SECTION 1 - SCOPE OF SUPPLY

(b) All goods and services supplied under this agreement shall be provided in accordance with the attached specifications (Exhibit "A" – Product Specification; and Exhibit "B" – Delivery Specification).

SECTION 2 - TERM

The term of this Agreement shall be for a period of _______ (days, weeks, months, years) commencing _________ (“Effective Date”) and concluding ______.

SECTION 3 - FREIGHT TERMS

Freight terms for this agreement are: FOB Destination – Full Freight Allowed.

SECTION 4 - DELIVERY

Goods supplied under this agreement shall be provided on an as-needed basis in accordance with the attached Delivery Specification (Exhibit "B") and as directed by the DISTRICT's authorized representative.

SECTION 5 - ACCEPTANCE

This Agreement constitutes the DISTRICT’s offer to the SUPPLIER. Unless the SUPPLIER notifies the DISTRICT, in writing to the contrary, the commencement of performance required by this offer shall be conclusive evidence of the SUPPLIER’s approval of, and consent to the terms and conditions of this Agreement .

SECTION 6 - TERMINATION

SECTION 7 – DISTRICT'S AUTHORIZED REPRESENTATIVE

The SUPPLIER shall respond to delivery requests and take direction from the DISTRICT'S Authorized Representative. For goods supplied under this agreement, the DISTRICT'S Authorized Representative is:

Xxxxxx xxxxx (XXX) XXX-XXXX

The duties of the DISTRICT'S designated representative may be delegated or reassigned at the discretion of the DISTRICT and without alteration to this Agreement.

SECTION 8 - CONSIDERATION

SECTION 9 - BILLING

(a) The SUPPLIER shall compile all invoices on a weekly delivery basis and submit as a single payment request.

(b) The SUPPLIER shall submit a copy of each invoice and a cover page that summarizes the compiled, itemized invoices for that week. Each itemized invoice must include the following:

1. Delivery Date.

2. A complete description of the goods delivered.

3. DISTRICT’s Agreement number.

4. SUPPLIER’s remittance address.

5. Name and phone number of SUPPLIER’s accounts receivable representative.

(c) SUPPLIER’s invoice shall be accompanied by support documentation sufficient to validate the charges for each invoice item:

1. Certificate of Analysis

2. Bill of Lading

3. Weigh Ticket(s)

(d) Should there be a discrepancy between quantity billed on the invoice and the quantity delivered to the DISTRICT, the quantity actually delivered to the DISTRICT shall be used as the basis for payment.

(e) SUPPLIER shall submit invoices to the following address:

West Basin Municipal Water District Edward C. Little Water Recycling Facility Attn: Plant Manager 1935 Hughes Way El Segundo, CA 90245

(310) 414-0183

(f) Incomplete invoices will be returned to the SUPPLIER.

(g) DISTRICT’s payment terms are Net 45 days after receipt of invoice.

SECTION 10 - NOTICES

Notices required or permitted shall be given by personal delivery or by first class mail, postage prepaid.

SECTION 11 – WARRANTY

SUPPLIER warrants that all material and work covered by this agreement shall conform to the specifications, drawings, symbols or other descriptions specified by the DISTRICT, and will be of good material and workmanship, and free from defect. SUPPLIER further warrants that all material covered by this agreement, which is the product of SUPPLIER, is in accordance with SUPPLIER's specifications or design shall be fit and sufficient for the purpose intended by the DISTRICT, as disclosed to SUPPLIER. All warranties shall run to the DISTRICT, its successors, assigns and customers, and to the users of its products.

SECTION 12 - REGULATORY COMPLIANCE

SUPPLIER shall comply with all applicable federal, state, and local laws and regulations as well as all applicable industry standards pertaining to the transportation, handling, and use of the goods supplied under this agreement.

SECTION 13 - OWNERSHIP OF DATA, REPORTS, AND DOCUMENTS

The SUPPLIER shall deliver to the DISTRICT notes of surveys made, all reports of tests made, studies, reports, plans, a copy of electronic and digital files, and other materials and documents which shall be the property of the DISTRICT. The SUPPLIER is released from responsibility to third parties for the use by DISTRICT of data, reports, and documents on other projects. The SUPPLIER may retain copies of such documents for its own use. The DISTRICT may use or reuse the materials prepared by SUPPLIER without additional compensation to SUPPLIER.

SECTION 15 - CONTINUITY OF SUPPLY

SUPPLIER acknowledges that the continuity of supply of the goods provided under this agreement is essential to the DISTRICT's operations. SUPPLIER shall take all steps necessary to ensure an uninterrupted supply of the goods provided under this agreement including, but not limited to, securing and utilizing alternate sources of supply of the goods provided under this agreement.

SECTION 16 - FORCE MAJEURE

Any prevention, delay, nonperformance or stoppage due to any of the following causes shall excuse nonperformance for a period equal to the duration of the force majeure event. The causes referred to above are strikes, walkouts, labor disputes, failure of power, irresistible superhuman cause, acts of public enemies of the State or United States, riots, insurrections, civil commotion, governmental restrictions or regulations or controls (except those reasonably foreseeable in connection with the uses contemplated by this Agreement), casualties not contemplated by insurance provisions of this agreement, or other causes beyond the reasonable control of the party obligated to perform.

SECTION 17 - INDEMNIFICATION

SUPPLIER shall hold harmless, immediately defend at its own expense, and indemnify DISTRICT, its officers, employees, and agents against any and all liability, claims, losses, damages, or expenses, including reasonable attorneys’ fees, arising from all acts or omissions to act of SUPPLIER or its officers, agents, or employees in rendering services under this agreement; excluding, however, such liability, claims, losses, damages, or expenses arising from DISTRICT'S sole negligence or willful acts.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Business Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if SUPPLIER has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $5,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions applicable to the work being performed, with a limit no less than $5,000,000 per claim or occurrence and $5,000,000 aggregate per policy period of one year.

If the SUPPLIER maintains broader coverage and/or higher limits than the minimums shown above, the DISTRICT requires and shall be entitled to the broader coverage and/or the higher limits maintained by the SUPPLIER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the DISTRICT.

Self-Insured Retentions Self-insured retentions must be declared to and approved by the DISTRICT. At the option of the DISTRICT, the SUPPLIER shall provide coverage to reduce or eliminate such self-insured retentions as respects the DISTRICT, its officers, officials, employees, and volunteers; or the SUPPLIER shall provide evidence satisfactory to the DISTRICT guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or DISTRICT.

Other Insurance Provisions A. The General Liability, Automobile Liability, Contractors Pollution Liability, and/or Asbestos Pollution policies are to contain, or be endorsed to contain, the following provisions:

1. The DISTRICT, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the SUPPLIER including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUPPLIER’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

2. For any claims related to this project, the SUPPLIER’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the DISTRICT, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the DISTRICT, its officers, officials, employees, agents, or volunteers shall be excess of the SUPPLIER’s insurance and shall not contribute with it.

3. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the DISTRICT.

B. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by SUPPLIER pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.

A. If General Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:

1. The retroactive date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the SUPPLIER must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the DISTRICT for review.

5. If the services involve lead-based paint or asbestos identification / remediation, the Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Contractors Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.

Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.

Verification of Coverage SUPPLIER shall furnish the DISTRICT with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to DISTRICT before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the SUPPLIER’s obligation to provide them. The DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Waiver of Subrogation SUPPLIER hereby grants to DISTRICT a waiver of subrogation which any insurer may acquire against DISTRICT, its officers, officials, employees, and volunteers, from SUPPLIER by virtue of the payment of any loss. SUPPLIER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the DISTRICT has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the DISTRICT for all work performed by the SUPPLIER, its employees, agents, and subcontractors.

Subcontractors SUPPLIER shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and SUPPLIER shall ensure that DISTRICT is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances DISTRICT reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

SECTION 19 – LIMITATION OF WAIVER

Except as may be expressly provided in a writing signed by the PARTIES, the failure or delay of either PARTY to insist in any instance on strict performance of any provision of this Agreement shall not be construed as a waiver of any such provision or the relinquishment of any rights under that provision in the future, but the same shall continue and remain in full force and effect.

SECTION 20 – RIGHT TO AUDIT

Following execution of this Agreement and continuing for a period of three years following the completion of performance, DISTRICT shall have the right to audit the SUPPLIER’s invoices and all supporting documentation generated in performance of this agreement.

SECTION 21 - ATTORNEY’S FEES

If any action is instituted to enforce this Agreement, the prevailing party shall be reimbursed all reasonable attorneys’ fees, costs of collection, as well as any other costs and expenses incurred in connection with the enforcement effort.

SECTION 22 - ASSIGNMENT

SUPPLIER shall not assign, sell, or otherwise transfer any obligation or interest in this Agreement without the specific written consent of the DISTRICT.

SECTION 23 - INDEPENDENT CONTRACTOR

The PARTIES each acknowledge that they are separate entities, each of which has entered into this Agreement for independent business reasons. The relationships of the PARTIES hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, employer/employee, partnership or any other relationship.

SECTION 24 - APPLICABLE LAW

This Agreement shall be construed in accordance with and governed by the laws of the State of California.

SECTION 25 - TIME IS OF THE ESSENCE

Time is of the essence as to each and every provision of this Agreement.

SECTION 26 - INTEGRATION

This Agreement represents the entire understanding of the PARTIES. No prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date of the latest signature below.

APPROVED:

West Basin Municipal Water District

By: __________________________________ Date _____________ Gregory Reed, General Manager

APPROVED AS TO FORM:

By: __________________________________ Date _____________ Aleshire & Wynder, LLP District Counsel

APPROVED:

CONSULTANT

By:__________________________________ Date _____________

Name & Title:________________________________ (please print)

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Agreement No. , Page 1 of 14 CONS030705 Rev. 0 Agreement No. , Page 10 of 12 Form 9 - Supply