HomeMy WebLinkAboutAgreement for Supplies and Equipment with Weschem, Inc. for Ferric Chloride Solution ProcurementAGREEMENT
FOR
SUPPLIES /EQUIPMENT PROCURMENT
THIS AGREEMENT FOR EQUIPMENT /SUPPLIES PROCUREMENT is made
this 28t" of JULY, 2009, 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
WESCHEM, INC, hereinafter referred to as "SUPPLIER", whose business address is
P O BOX 4072, Boise, ID 83711.
INTRODUCTION
Whereas, the City has a need for services involving the procurement of
FERRIC CHLORIDE SOLUTION; and
WHEREAS, the Supplier is specially trained, experienced and competent
to perform and has agreed to provide such services;
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 8< Requirements:
1.1 SUPPLIER shall supply the equipment and/or supplies 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
document titled "Supply Specifications & Requirements" a copy of which is
attached hereto as Attachment "A" and incorporated herein by this
reference, together with any amendments that may be agreed to in writing
by the parties.
1.2 The Supplier shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
federal, state and city laws, ordinances, regulations and resolutions. 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
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 1 of 13
Agreement. Except for that representation and any representations made
or contained in any proposal submitted by the Supplier and any reports or
opinions prepared or issued as part of the work performed by the Supplier
under this Agreement, Supplier makes no other warranties, either express
or implied, as part of this Agreement.
2. Consideration
2.1 The Supplier shall be compensated on a per pound basis (Not-To-
Exceed $125,000.00) as provided in Attachment B "Payment Schedule"
attached hereto and by reference made a part hereof.
2.2 The Supplier shall provide the City with a detailed monthly
statement detailing all deliveries for the month, which the City will pay
within 30 days of receipt of a correct invoice and approval by the City.
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, (b)
July 20, 2010 or (c) unless sooner terminated as provided below or unless
some other method or time of termination is listed in Attachment A. This
Agreement shall terminate automatically on the occurrence of (a)
bankruptcy or insolvency of either party, or (b) sale of Suppliers business.
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.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 2 of 13
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.
3.4 This Agreement shall terminate automatically on the occurrence of
any of the following events:
a. Bankruptcy of insolvency of either party;
b. Sale of Supplier's business; or
c. Death of Supplier
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 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. SUPPLIER may terminate this agreement at
any time by giving at least sixty (60) days notice to CITY.
In the event of any termination of this Agreement, all finished or
unfinished documents, data, and reports prepared by SUPPLIER under
this Agreement shall, at the option of the CITY, become its property, and
SUPPLIER shall be entitled to receive just and equitable compensation for
any work satisfactorily complete hereunder.
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.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 3 of 13
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:
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
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, 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
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 4 of 13
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 subcontractors 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.
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 and shall not contribute with Supplier's insurance except as to
the extent of City's negligence.
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 subcontractors 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.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 5 of 13
7. 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
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
Weschem. Inc
Attn: Mark Plafcan
10625 Barnsdale Ct
Boise. ID 83713
208-375-4001
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.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 6 of 13
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
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. Quantities: The quantity listed in Exhibit A are estimates only, based
upon current known requirements, and not a guarantee to purchase and
are subject to increase or decrease within the contract period. Any
increase or decrease will be governed by the same terms and
conditions of this Agreement.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 7 of 13
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.
22. Order of Precedence: The order or precedence shall be this contract
agreement, the Invitation for Bid document, and successful 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.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 8 of 13
CITY OF MERIDIAN Weschem, Inc.
BY: '
TAMMY a VEERD, MAYOR BY:
Dated: ~'~ ~f -~ D q Dated: ~ ~ ~ I ~
Approved by City Council: ~~ p~W /
~`~~~~,~OF11MER/~r~'''%
Attest: ~~~.~,~y ®i,~A-.,,~
JAYCE . HOLMAN, CITY CLLR ' EAL ~
~~
Approved as to Content ~'-,~4 ~~~ ~S~ ' ~ P ~~~epartment Approval
BY: BY:
KEITH A , PUR ASING AGENT
NAME:~~C~ ~~~
Dated: S - - ~ 9
TITLE: ~ ~ ~~~
Approved as to Form
CITY ATTORNEY
Dated: "1.2.3 • d
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 9 of 13
Attachment A
Supply Specifications & Requirements
The City of Meridian, referred to herein as the City, has agreed to purchase aone-year
supply of 38% ferric chloride solution that will be used for odor control and to control the
formation of struvite.
The ferric chloride solution furnished shall meet the specified terms and conditions herein:
a. The ferric chloride solution shall meet the following requirements:
Property Range
Fe (III) 13.1 -14.5%
FeCl3 (AWWA Equivalent) 37 - 42%
FeCl2 weight percent 0.5%
Fe (II) < 0.25%
Free HCI < 0.25%
Sulfur as Sulfate 3 - 5%
Water-Insoluble Matter < 0.1
Specific Gravity 1.3 -1.5, 1.4 Avg.
Barium < 1 mg/kg
Cadmium < 1 mg/kg
Chromium < 50 mg/kg
Copper < 50 mg/kg
Lead < 5 mg/kg
Nickel < 40 mg/kg
Silver < 1 mg/kg
Zinc < 100 mg/kg
Magnesium < 100 mg/kg
Molybdenum < 2 mg/kg
Titanium < 50 mg/kg
Antimony < 10 mg/kg
Selenium < 10 mg/kg
Mercury < 10 mg/kg
Biological Contamination None
2. The ferric chloride product shall conform to the American Water Works
Association (AWWA) standard for Liquid Ferric Chloride, B407-05 except as
supplemented in this specification. Failure to meet any aspect of this
specification may result in refusal of individual deliveries and/or termination
of Ferric Chloride purchase, independently, from the resultant contract.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 10 of 13
3. Performance Requirements:
i. Ferric Chloride shall not crystallize in storage
ii. The Ferric Chloride product shall not cause any adverse effect
on the condition of the filter media or chemical delivery systems
that will adversely affect performance
iii. The Ferric Chloride product shall be resistant to and free from
biological contamination
4. The ferric chloride shall be an orange-brown, acidic, corrosive aqueous
solution.
5. Testing and verification methods shall be according to the current
FerricChloride (AWWA) standard.
6. The supplier shall demonstrate compliance with the performance
requirements herein.
7. Ferric chloride shall be delivered by the Supplier to the City of Meridian
Wastewater Treatment Facility:
3401 N. Ten Mile Road, Meridian, Idaho 83646
All shipping and delivery charges shall be paid by the Supplier and are
included in the base bid price.
The Supplier shall submit a certificate of analysis (COA), with these
specifications, with each delivery of ferric chloride.
The COA shall contain:
• Weight percent FeCl3
• Specific Gravity
• Percent weight of FeCl2
• Percent total iron
• Free Acid as HCI
• Metals content (provide quarterly analysis testing)
8. Deliveries shall be made within 7-10 days of the City's order and shall be
made between 8:30 am and 3:30 pm, Monday -Friday, excluding
holidays.
9. Shipments will be made in 5,000 gallon increments. The expected yearly
usage is as follows:
• 45,000 gallons
• 511,000 lbs. based on 11.2 lbs. ferric per gallon
The amounts are estimated and may increase or decrease over the term
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 11 of 13
of the Contract.
10. The prices in the bid dated June 16, 2009 and signed by Mark Plafcan
shall not change for the term of the Contract.
11. The Contract will become effective upon approval by the City Council and
shall continue for a period of one year, unless terminated under terms and
conditions set forth in this Agreement.
12. The City reserves the right to discontinue the use of ferric chloride (and
associated ferric chloride purchase) and to employ alternate methods of
odor and struvite control.
13. The City reserves the right to extend the Contract based on the terms and
conditions of the Invitation for Bid Document (PW-09-10079) and
Specifications for up to three years from the date of expiration, provided
such extension is mutually agreeable to both the City and the Supplier.
14. Seller must supply the City with atwenty-four (24) hour emergency phone
number in the event of a chemical incident. The Seller must provide on-
site facility assistance if requested and technical support within one (1)
hour of notification by the City, if required. The name, address and phone
number of the local representative, as specified on page 10 of bid
package PW-09-10079 is: Don Bailey, 15573 Sequoia Way, Caldwell, ID
83607, 208-989-2682.
15. If the chemical delivered does not meet specifications and as a result,
causes deterioration to City of Meridian owned equipment, the Supplier
will be responsible for replacement of said equipment and the labor costs
involved with any repairs.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 12 of 13
Attachment B
PAYMENT SCHEDULE
TASK DESCRIPTION AMOUNT / LB
Chemfloe 901 38% FERRIC CHLORIDE SOLUTION,
q_ per attached Specifications (Attachment A) Price
includes shipping, delivery and container return 24
services.
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
FERRIC CHLORIDE SOLUTION PW-09-10079 - page 13 of 13