HomeMy WebLinkAboutKurita America, Inc, Equipment Purchase Well 26 Filder Equipment Proj. 11084.b AGREEMENT FOR THE SUPPLY OF
WELL 26 FILTER EQUIPMENT
PROJECT #11084.b
THIS AGREEMENT FOR EQUIPMENT / SUPPLIES PROCUREMENT is made
this 17t" day of May, 2022, and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho, hereinafter
referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and KURITA
AMERICA, INC., hereinafter referred to as "SUPPLIER", whose business address is
6600 94t" Ace. N, Minneapolis, MN 55445.
INTRODUCTION
Whereas, the City has a need for WELL 26 FILTER EQUIPMENT; and
WHEREAS, the SUPPLIER is specially trained, experienced and
competent to provide and has agreed to provide such equipment;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1 . Equipment / Supply Specifications & Requirements:
1 .1 SUPPLIER shall supply the equipment, supplies and services to the
City upon execution of this Agreement and receipt of the City's written notice
to proceed, all items, and comply in all respects, as specified in the Request
for Proposals titled "Well 26 Filter Equipment" and suppliers proposal dated
March 15, 2022, which by this reference are incorporated herein, together
with all addendums issued.
1 .2 The SUPPLIER shall provide all equipment and services under this
Agreement consistent with the requirements and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions and the UCC. The SUPPLIER represents and warrants that it
will perform its work in accordance with generally accepted industry
standards and practices for the profession or professions that are used in
performance of this Agreement and that are in effect at the time of
performance of this Agreement.
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2. Consideration
2.1 The SUPPLIER shall be compensated on a Fixed Price basis as
provided in Attachment B "Payment Schedule" attached hereto and by
reference made a part hereof, for the Not-To-Exceed amount of
$953,566.00.
2.2 The SUPPLIER shall provide the City with a detailed invoice upon
delivery of all equipment and supplies, which the City will pay within 30 days
of receipt of a correct invoice and approval by the City Project Manager.
The City will not withhold any Federal or State income taxes or Social
Security Tax from any payment made by City to SUPPLIER under the terms
and conditions of this Agreement. Payment of all taxes and other
assessments on such sums is the sole responsibility of SUPPLIER.
2.3 Except as expressly provided in this Agreement, SUPPLIER shall not
be entitled to receive from the City any additional consideration,
compensation, salary, wages, or other type of remuneration for services
rendered under this Agreement., including , but not limited to, meals,
lodging, transportation, drawings, renderings or mockups. Specifically,
SUPPLIER shall not be entitled by virtue of this Agreement to consideration
in the form of overtime, health insurance benefits, retirement benefits, paid
holidays or other paid leaves of absence of any type or kind whatsoever.
3. Term:
3.1 This agreement shall become effective upon execution by both
parties, and shall expire upon (a) completion of the agreed upon work, or
(b) unless sooner terminated as provided below or unless some other
method or time of termination is listed in Attachment A.
3.2 Should SUPPLIER default in the performance of this Agreement or
materially breach any of its provisions, City, at City's option, may terminate
this Agreement by giving written notification to SUPPLIER.
3.3 Should City fail to pay SUPPLIER all or any part of the compensation
set forth in Attachment B of this Agreement on the date due, SUPPLIER, at
the SUPPLIER's option, may terminate this Agreement if the failure is not
remedied by the City within thirty (30) days from the date payment is due.
4. Termination:
If, through any cause, SUPPLIER, its officers, employees, or agents fails to
fulfill in a timely and proper manner its obligations under this Agreement,
violates any of the covenants, agreements, or stipulations of this
Agreement, falsifies any record or document required to be prepared under
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this agreement, engages in fraud, dishonesty, or any other act of
misconduct in the performance of this contract, or if the City Council
determines that termination of this Agreement is in the best interest of CITY,
the CITY shall thereupon have the right to terminate this Agreement by
giving written notice to SUPPLIER of such termination and specifying the
effective date thereof at least fifteen (15) days before the effective date of
such termination.
Notwithstanding the above, SUPPLIER shall not be relieved of liability to
the CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by SUPPLIER, and the CITY may withhold any payments to
SUPPLIER for the purposes of set-off until such time as the exact amount
of damages due the CITY from SUPPLIER is determined. This provision
shall survive the termination of this agreement and shall not relieve
SUPPLIER of its liability to the CITY for damages.
5. Independent SUPPLIER:
5.1 In all matters pertaining to this agreement, SUPPLIER shall be acting
as an independent SUPPLIER, and neither SUPPLIER nor any officer,
employee or agent of SUPPLIER will be deemed an employee of CITY.
Except as expressly provided in Attachment A, SUPPLIER has no authority
or responsibility to exercise any rights or power vested in the City and
therefore has no authority to bind or incur any obligation on behalf of the
City. The selection and designation of the personnel of the CITY in the
performance of this agreement shall be made by the CITY.
5.2 SUPPLIER, its agents, officers, and employees are and at all times
during the term of this Agreement shall represent and conduct themselves
as independent SUPPLIERs and not as employees of the City.
5.3 SUPPLIER shall determine the method, details and means of
performing the work and services to be provided by SUPPLIER under this
Agreement. SUPPLIER shall be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to City's control
with respect to the physical action or activities of SUPPLIER in fulfillment of
this Agreement. If in the performance of this Agreement any third persons
are employed by SUPPLIER, such persons shall be entirely and exclusively
under the direction and supervision and control of the SUPPLIER.
6. Indemnification and Insurance:
a. SUPPLIER shall indemnify and save and hold harmless CITY from
and for any and all losses, claims, actions, judgments for damages, or injury
to persons or property and losses and expenses and other costs including
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litigation costs and attorney's fees, arising out of, resulting from, or in
connection with the performance of this Agreement by the SUPPLIER, its
servants, agents, officers, employees, guests, and business invitees, and
not caused by or arising out of the tortuous conduct of CITY or its
employees. SUPPLIER shall maintain, and specifically agrees that it will
maintain, throughout the term of this Agreement, liability insurance, in which
the CITY shall be named an additional insured in the minimum amounts as
follow: General Liability One Million Dollars ($1 ,000,000) per incident or
occurrence, Professional Liability One Million Dollars ($1 ,000,000) per
incident or occurrence, Automobile Liability Insurance One Million Dollars
($1 ,000,000) per incident or occurrence and Workers' Compensation
Insurance, in the statutory limits as required by law.. The limits of insurance
shall not be deemed a limitation of the covenants to indemnify and save and
hold harmless CITY; and if CITY becomes liable for an amount in excess of
the insurance limits, herein provided, SUPPLIER covenants and agrees to
indemnify and save and hold harmless CITY from and for all such losses,
claims, actions, or judgments for damages or injury to persons or property
and other costs, including litigation costs and attorneys' fees, arising out of,
resulting from , or in connection with the performance of this Agreement by
the SUPPLIER or SUPPLIER's officers, employs, agents, representatives
or sub-SUPPLIERs and resulting in or attributable to personal injury, death,
or damage or destruction to tangible or intangible property, including use of.
SUPPLIER shall provide CITY with a Certificate of Insurance, or other proof
of insurance evidencing SUPPLIER'S compliance with the requirements of
this paragraph and file such proof of insurance with the CITY at least ten
(10) days prior to the date SUPPLIER begins performance of it's obligations
under this Agreement. In the event the insurance minimums are changed,
SUPPLIER shall immediately submit proof of compliance with the changed
limits. Evidence of all insurance shall be submitted to the City Purchasing
Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue,
Meridian, Idaho 83642.
6.2 Any deductibles, self-insured retention, or named insureds must be
declared in writing and approved by the City. At the option of the City, either:
the insurer shall reduce or eliminate such deductibles, self-insured
retentions or named insureds; or the SUPPLIER shall provide a bond, cash
or letter of credit guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
6.3 To the extent of the indemnity in this contract, SUPPLIER's
Insurance coverage shall be primary insurance regarding the City's elected
officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by the City or the City's elected officers, officials,
employees and volunteers shall be excess of the SUPPLIER's insurance
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and shall not contribute with SUPPLIER's insurance except as to the extent
of City's negligence.
b. The SUPPLIER's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
6.4 All insurance coverages for Suppliers subs shall be subject to all of
the insurance and indemnity requirements stated herein.
6.5 The limits of insurance described herein shall not limit the liability of
the Supplier and Supplier's agents, representatives, employees or
subcontractors.
6.6 The limits of insurance described herein shall not limit the liability of
the Contractor and Contractor's agents, representatives, employees or
subcontractors.
7. Bonds: Payment and Performance Bonds are required.
8. Warranty: In addition to any warranty required in the specifications, all
equipment, coatings, valves, controls, and other components provided
under this agreement shall be guaranteed for two (2) years against defects
in workmanship and materials from the notice of acceptance.
9. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United States mail, certified,
return receipt requested, addressed as follows:
City of Meridian
Procurement Manager
33 E. Broadway Avenue
Meridian, Idaho 83642
Ph. (208) 489-0417
Email: kwatts@meridiancity.org
Kurita America, Inc.
Attn: Steve Mayo
6600 94t" Avenue North
Minneapolis, MN 55445
Ph. 866-663-7633
e-mail: s.mayo@kurita-water.com
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Either party may change their address for the purpose of this paragraph by
giving written notice of such change to the other in the manner herein
provided.
9. Attorney Fees: Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party shall be entitled, in
addition to any other relief as may be granted, to court costs and reasonable
attorneys' fees as determined by a Court of competent jurisdiction. This
provision shall be deemed to be a separate contract between the parties
and shall survive any default, termination or forfeiture of this Agreement.
10. Time is of the Essence: The parties hereto acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition
and provision hereof, and that the failure to timely perform any of the
obligations hereunder shall constitute a breach of, and a default under, this
Agreement by the party so failing to perform.
11 . Assignment: It is expressly agreed and understood by the parties hereto,
that SUPPLIER shall not have the right to assign, transfer, hypothecate or
sell any of its rights under this Agreement except upon the prior express
written consent of CITY.
12. Discrimination Prohibited: In performing the Work required herein,
SUPPLIER shall not unlawfully discriminate in violation of any federal, state
or local law, rule or regulation against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or disability.
13. Reports and Information:
13.1 At such times and in such forms as the CITY may require, there shall
be furnished to the CITY such statements, records, reports, data and
information as the CITY may request pertaining to matters covered by this
Agreement.
13.2 SUPPLIER shall maintain all writings, documents and records
prepared or compiled in connection with the performance of this Agreement
for a minimum of four (4) years from the termination or completion of this or
Agreement. This includes any handwriting, typewriting, printing, photo
static, photographic and every other means of recording upon any tangible
thing, any form of communication or representation including letters, words,
pictures, sounds or symbols or any combination thereof.
14. Audits and Inspections: At any time during normal business hours and
as often as the CITY may deem necessary, there shall be made available
to the CITY for examination all of SUPPLIER'S records with respect to all
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matters covered by this Agreement. SUPPLIER shall permit the CITY to
audit, examine, and make excerpts or transcripts from such records, and to
make audits of all contracts, invoices, materials, payrolls, records of
personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
15. Publication, Reproduction and Use of Material: No material produced
in whole or in part under this Agreement shall be subject to copyright in the
United States or in any other country. The CITY shall have unrestricted
authority to publish, disclose and otherwise use, in whole or in part, any
reports, data or other materials prepared under this Agreement.
16. Compliance with Laws: In performing the scope of work required
hereunder, SUPPLIER shall comply with all applicable laws, ordinances,
and codes of Federal, State, and local governments.
17. Changes: The CITY may, from time to time, request changes in the Scope
of Work to be performed hereunder. Such changes, including any increase
or decrease in the amount of SUPPLIER'S compensation, which are
mutually agreed upon by and between the CITY and SUPPLIER, shall be
incorporated in written amendments which shall be executed with the same
formalities as this Agreement.
18. Construction and Severability: If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or
enforceability of any other part of this Agreement so long as the remainder
of the Agreement is reasonably capable of completion.
19. Waiver of Default: Waiver of default by either party to this Agreement shall
not be deemed to be waiver of any subsequent default. Waiver or breach
of any provision of this Agreement shall not be deemed to be a waiver of
any other or subsequent breach, and shall not be construed to be a
modification of the terms of this Agreement unless this Agreement is
modified as provided above.
20. Advice of Attorney: Each party warrants and represents that in executing
this Agreement. It has received independent legal advice from its attorney's
or the opportunity to seek such advice.
21 . Entire Agreement: This Agreement contains the entire agreement of the
parties and supersedes any and all other agreements or understandings,
oral of written, whether previous to the execution hereof or
contemporaneous herewith.
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22. Order of Precedence: The order or precedence shall be the contract
agreement, the Invitation for Bid document, then the winning bidders
submitted bid document.
23. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
24. Approval Required: This Agreement shall not become effective or binding
until approved by the City of Meridian.
CITY OF MERIDIAN KURITA AMERICA, INC. PMER�•..
o�?ORgT 2
BY: BY: ; ;; SEAL
Keith/ atts, Procurement Manager Nathan Bach :?NFaPo��� �
Executive VP of Engineering& Equiprtrent'
6/3/22
Dated: 6/7/2022 Dated: 6/3/2022
Approved by City Council: 6/7/2022
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Attachment A
SCOPE OF WORK
REFER TO REQUEST FOR PROPOSALS PW-2230-11084.b ALL ADDENDUMS,
ATTACHMENTS, AND EXHIBITS included in the Request for Proposals Package #
PW-2230-11084.b and written proposal by SUPPLIER dated March 15, 2022 are by this
reference made a part hereof.
• The project consists of constructing an Iron and Manganese Filter to remove
excess levels of the constituents from supply water before entering the
distribution system.
See 127 Page Document Titled "4 — Well 26 Specifications" on Bonfire portal.
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Attachment B
MILESTONE / PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$953,566.00.
Substantial (Delivery) Completion 480 Days from NTP and Final Completion 510 Days from NTP
MILESTONE DATES/PRICING SCHEDULE
DATE
DESCRIPTION (Dependent on AMOUNT
Council Approval
1 . Complete Filtration System Well 26
CONTRACT TOTAL....................... $953,566.00
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