PA Brinkmann Instruments Consumables

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C 
AGREEMENT FOR 
BRINKMANN INSTRUMENT CONSUMABLES 
This Agreement for Brinkmann Instrument Consumables ("Agreement") is effective and entered into between CITY 
OF GLENDALE, an Arizona municipal corporation ("City"), and Brinkmann Instruments, Inc., dba Metrohm USA, 
Inc., a Delaware Corporation, authorized to do business in the State of Arizona, ("Contractor"), as of the _____ day 
of ____________, 2024. 
RECITALS 
A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, (the "Project");
B.
City desires to retain the services of Contractor to perform those specific duties and produce the specific
work as set forth in the Project attached hereto; and
C.
City and Contractor desire to memorialize their agreement with this document.
AGREEMENT 
In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference, the 
mutual promises and covenants contained in this Agreement, and other good and valuable consideration, City and 
Contractor agree as follows: 
1.
Key Personnel; Sub-contractors.
1.1 
Services.  Contractor will provide all services necessary to assure the Project is completed timely and 
efficiently consistent with Project requirements, including, but not limited to, working in close 
interaction and interfacing with City and its designated employees, and working closely with others, 
including other contractors or consultants, retained by City. 
1.2 
Project Team. 
a.
Project Manager.
(1)
Contractor will designate an employee as Project Manager with sufficient training,
knowledge, and experience to complete the Project and handle all aspects of the
Project (as determined by the City in its sole discretion); such that the work
produced by Contractor is consistent with applicable standards as detailed in this
Agreement;
(2)
The City must approve the designated Project Manager; and
(3)
To assure the Project schedule is met, Project Manager may be required to devote
no less than a specific amount of time as set out in Exhibit A.
b.
Project Team.
(1)
The Project Manager and all other employees assigned to the project by Contractor
will comprise the "Project Team."
(2)
Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Contractor.
c.
Discharge, Reassign, Replacement.
(1)
Contractor acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in the response to the Project's
solicitation.

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(2) 
Contractor will not discharge, reassign or replace or diminish the responsibilities of 
any of the employees assigned to the Project who have been approved by City 
without City's prior written consent unless that person leaves the employment of 
Contractor, in which event the substitute must first be approved in writing by City. 
(3) 
Contractor will change any of the members of the Project Team at the City's request 
if an employee's performance does not equal or exceed the level of competence that 
the City may reasonably expect of a person performing those duties or if the acts or 
omissions of that person are detrimental to the development of the Project. 
d. 
Sub-contractors. 
(1) 
Contractor may engage specific technical contractor (each a "Sub-contractor") to 
furnish certain service functions. 
(2) 
Contractor will remain fully responsible for Sub-contractor's services. 
(3) 
Sub-contractors must be approved by the City, unless the Sub-contractor was 
previously mentioned in the response to the solicitation. 
(4) 
Contractor shall certify by letter that contracts with Sub-contractors have been 
executed incorporating requirements and standards as set forth in this Agreement. 
2. 
Schedule.  The services will be undertaken in a manner that ensures the Project is completed timely and 
efficiently in accordance with the Project. 
3. 
Contractor’s Work. 
3.1 
Standard.  Contractor must perform services in accordance with the standards of due diligence, care, 
and quality prevailing among contractors having substantial experience with the successful furnishing 
of services for projects that are equivalent in size, scope, quality, and other criteria under the Project 
and identified in this Agreement. 
3.2 
Licensing.  Contractor warrants that: 
a. 
Contractor and Sub-contractors will hold all appropriate and required licenses, registrations 
and other approvals necessary for the lawful furnishing of services ("Approvals"); and 
b. 
Neither Contractor nor any Sub-contractor has been debarred or otherwise legally excluded 
from contracting with any federal, state, or local governmental entity ("Debarment"). 
(1) 
City is under no obligation to ascertain or confirm the existence or issuance of any 
Approvals or Debarments or to examine Contractor's contracting ability. 
(2) 
Contractor must notify City immediately if any Approvals or Debarment changes 
during the Agreement's duration and the failure of the Contractor to notify City as 
required will constitute a material default under the Agreement. 
3.3 
Compliance.  Services will be furnished in compliance with applicable federal, state, county and local 
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards and 
criteria designated by City. 
Contractor must not discriminate against any employee or applicant for employment on the basis of 
race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or 
expression, genetic characteristics, familial status, U.S. military veteran status or any 
disability.  Contractor will require any Sub-contractor to be bound to the same requirements as stated 
within this section.  Contractor, and on behalf of any subcontractors, warrants compliance with this 
section. 
3.4 
Coordination; Interaction.

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a.
For projects that the City believes requires the coordination of various professional services,
Contractor will work in close consultation with City to proactively interact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").
b.
Subject to any limitations expressly stated in the Project Budget, Contractor will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.
c.
For projects not involving Coordinating Project Professionals, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5 
Work Product. 
a.
Ownership.  Upon receipt of payment for services furnished, Contractor grants to City, and
will cause its Sub-contractors to grant to the City, the exclusive ownership of and all
copyrights, if any, to evaluations, reports, drawings, specifications, project manuals, surveys,
estimates, reviews, minutes, all "architectural work" as defined in the United States Copyright
Act, 17 U.S.C § 101, et seq., and other intellectual work product as may be applicable ("Work
Product").
(1)
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2)
Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery.  Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c.
City Use.
(1)
City may reuse the Work Product at its sole discretion.
(2)
In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold Contractor
harmless from any claim arising out of the Work Product.
(3)
In such case, City shall also remove any seal and title block from the Work Product.
4.
Compensation for the Project.
4.1 
Compensation.  Contractor's compensation for the Project, including those furnished by its Sub-
contractors will not exceed $60,000, as specifically detailed in Exhibit B (the "Compensation"). 
4.2 
Change in Scope of Project.  The Compensation may be equitably adjusted if the originally 
contemplated scope of services as outlined in the Project is significantly modified. 
a.
Adjustments to the Compensation require a written amendment to this Agreement and may
require City Council approval.
b.
Additional services which are outside the scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.
c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.
5.
Billings and Payment.

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5.1 
Applications. 
a.
Contractor will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.
b.
The period covered by each Payment Application will be one calendar month ending on the
last day of the month or as specified in the solicitation.
5.2 
Payment. 
a.
After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b.
Payment may be subject to or conditioned upon City's receipt of:
(1)
Completed work generated by Contractor and its Sub-contractors; and
(2)
Unconditional waivers and releases on final payment from Sub-contractors as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.
5.3 
Review and Withholding.  City's Project Manager will timely review and certify Payment Applications. 
a.
If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.
b.
City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.
6.
Termination.
6.1 
For Convenience.  City may terminate this Agreement for convenience, without cause, by delivering 
a written termination notice stating the Effective Termination date, which may not be less than 30 
days following the date of delivery. 
a.
Contractor will be equitably compensated for Goods or Services furnished prior to receipt
of the termination notice and for reasonable costs incurred.
b.
Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with project closeout and delivery of the
required items to the City.
6.2 
For Cause.  City may terminate this Agreement for cause if Contractor fails to cure any breach of this 
Agreement within seven days after receipt of written notice specifying the breach. 
a.
Contractor will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Contractor for Service and Repair furnished, City will pay the
amount due to Contractor, less City's damages, in accordance with the provision of § 5.
b.
If City's direct damages exceed amounts otherwise due to Contractor, Contractor must pay
the difference to City immediately upon demand; however, Contractor will not be subject to
consequential damages of more than $1,000,000 or the amount of this Agreement, whichever 
is greater.
7.
Conflict.  Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.
8.
Insurance.
8.1
Requirements (NOT APPLICABLE).

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8.2 
Sub-contractors (NOT APPLICABLE). 
8.3 
Indemnification. 
a.
To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties"), for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and litigation
expenses (each, a "Demand or Expense"; collectively, "Demands or Expenses") asserted by
a third-party (i.e. a person or entity other than City or Contractor) and that arises out of or
results from the breach of this Agreement by the Contractor or the Contractor’s negligent
actions, errors or omissions (including any Sub-contractor or other person or firm employed
by Contractor), whether sustained before or after completion of the Project.
b.
This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Contractor shall be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Contractor or of any person or entity
for whom Contractor is responsible.
c.
Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
9.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor warrants
their compliance and that of its subcontractors with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor or
subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Contractor and subcontractor warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto
their respective properties to perform the random inspections and waiving their respective rights to keep such
papers and records confidential.
10.
No Boycott of Israel.  To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
11.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during
the term of this Agreement, will not use:
a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
12.
Attestation of PCI Compliance.  When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.
13.
Notices.
13.1 
A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:

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a.
The Notice is in writing; and
b.
Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested); and
c.
Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1)
Received on a business day, or before 5:00 p.m., at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service on or before 5:00 p.m.; or
(2)
As of the next business day after receipt, if received after 5:00 p.m.
d.
The burden of proof of the place and time of delivery is upon the Party giving the Notice;
and
e.
Digitalized signatures and copies of signatures will have the same effect as original signatures.
13.2 
Representatives. 
a.
Contractor.  Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:
Brinkmann Instruments, Inc. dba Metrohm USA, Inc.
c/o  Anita Young
9250 Camden Field Parkway
Riverview FL 33578
b.
City.  City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale
c/o  Julie Ossege
7070 W. Northern Avenue
Glendale, Arizona 85303
(623) 930-4118
With required copy to: 
City Manager 
 
City Attorney 
City of Glendale  
City of Glendale 
5850 West Glendale Avenue 
5850 West Glendale Avenue 
Glendale, Arizona 85301  
             Glendale, Arizona 85301 
c.
Concurrent Notices.
(1)
All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2)
A notice will not be deemed to have been received by City's representative until the
time that it has also been received by City Manager and City Attorney.
(3)
City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.
d.
Changes.  Contractor or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

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14.
Financing Assignment.  City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the Project.
15.
Entire Agreement; Survival; Counterparts; Signatures.
15.1 
Integration.  This Agreement contains, except as stated below, the entire agreement between City
and Contractor and supersedes all prior conversations and negotiations between the parties regarding 
the Project or this Agreement. 
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c.
The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto.  Any Contractor response modifies
the original solicitation as stated.  Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be resolved
by the terms and conditions stated in this Agreement.
15.2 
Interpretation. 
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed necessary 
and with the legal representation they deemed appropriate.
b.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.
15.3 
Survival.  Except as specifically provided otherwise in this Agreement, each warranty, representation, 
indemnification and hold harmless provision, insurance requirement, and every other right, remedy 
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this 
Agreement. 
15.4 
Amendment.  No amendment to this Agreement will be binding unless in writing and executed by 
the parties.  Any amendment may be subject to City Council approval.  Electronic signature blocks 
do not constitute execution. 
15.5 
Remedies.  All rights and remedies provided in this Agreement are cumulative and the exercise of 
any one or more right or remedy will not affect any other rights or remedies under this Agreement 
or applicable law. 
15.6 
Severability.  If any provision of this Agreement is voided or found unenforceable, that determination 
will not affect the validity of the other provisions, and the voided or unenforceable provision will be 
deemed reformed to conform to applicable law. 
15.7 
Counterparts.  This Agreement may be executed in counterparts, and all counterparts will together 
comprise one instrument. 
16.
Term.
16.1 
Extensions. The term of this Agreement commences upon the effective date and continues for a one 
(1)-year initial period.  The City may, at its option and with the approval of the Contractor, 
extend the term of this Agreement an additional (3) three years, on an annual basis.  Contractor will be 
notified in writing by the City of its intent to extend the Agreement period at least thirty (30) 
calendar days prior to the expiration of the original or any extension period.  Price adjustments will 
only be reviewed prior to the extension period and any such price adjustment will be a 
determining factor for any renewal.  There are no automatic extensions or renewals of this 
Agreement.

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16.2 
Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including 
 
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a 
 
month-to-month basis for a maximum of six (6) months to allow for the City to complete its 
 
procurement process to select a vendor to provide the services/materials similar to those provided 
 
under this Agreement.  The City will notify the Contractor in writing of its intent to extend the 
 
Agreement at least thirty (30) calendar days prior to the expiration of the Term.  Any extension 
 
provided under this subsection will continue under the same terms and conditions as in effect 
 
immediately prior to the expiration of the then-current term.  
17. 
Dispute Resolution.  Any controversy or claim arising out of or relating to this contract, or the breach 
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s 
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any 
court having jurisdiction thereof. 
18. 
Cooperative Use of Contract.  This agreement may be extended for use by other governmental agencies 
and political subdivisions of the State.  Any such usage by other entities must be in accord with the ordinances, 
charter, rules and regulations of the respective entity and the approval of the Contractor and City.  For a list 
of SAVE members, click on the following link: http://www.mesaaz.gov/business/purchasing/save 
19. 
Exhibits.  The following exhibits, with reference to the term in which they are first referenced, are 
incorporated by this reference. 
Exhibit A 
Project 
Exhibit B 
Compensation 
 
(Signatures appear on the following page.)

EXHIBIT A 
BRINKMANN INSTRUMENT CONSUMABLES 
PROJECT 
 
Purchase of consumable parts for the Ion Chromatographs (IC) analytical instrument.  The IC is used in the 
analyses of anions/nutrients and disinfection by-product per local, state and federal compliance standards. Metrohm 
is the manufacturer of these consumable parts.  The parts can be purchased from 3rd party suppliers but are sold at 
a higher price.

EXHIBIT B 
BRINKMANN INSTRUMENT CONSUMABLES 
COMPENSATION 
 
METHOD AND AMOUNT OF COMPENSATION 
Brinkmann Instruments, Inc., dba Metrohm USA, Inc. will be compensated for consumable parts as needed. 
NOT-TO-EXCEED AMOUNT 
The total amount of compensation paid to Contractor for full completion of all work required by the Project during 
the entire term of the Project must not exceed $60,000. 
DETAILED PROJECT COMPENSATION 
Brinkmann Instruments, Inc., dba Metrohm USA, Inc. will be compensated for consumable parts as needed.