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HomeMy WebLinkAboutWeschem, Inc. for Ferric Chloride SolutionE IDIAN~- CITY OF MERIDIAN CONTRACT AMENDMENT CONTRACTOR NAME: DEPARTMENT NAME: WESCHEM, INC WASTEWATER ADDRESS: ADDRESS: P O Box 4072 33 E. Broadway Boise, ID 83711 Meridian, ID 83642 CURRENT CONTRACT INFORMATION: Contract name & Project No. Ferric Chloride Solution - PW-09-10079 Amendment Date: 8/9/2010 Previous Amendments: 0 Current Contract Dates: START: 7/20/2009 COMPLETION: 7/20/2010 Current Contract Amount (Inclusive of Previous Amendments to Date): $125.000.00 CHOOSE ONE AMENDMENT COLUMS BELOW, either "STANDARD AMENDMENT" or "AMENDMENT TO EXERCISE OPTION TO RENEW" and check off any applicable amendments under that column. STANDARD AMENDMENT AMENDMENT TO EXERCISE OPTION TO RENEW (Check all that apvly) (Check all that Apn/vl Amendment to Contract Performance (Scope) _ Amendment to Contract Performance _ Amendment to Contract Dates X Amendment to Contract Dates Amendment to Contract Amount X Amendment to Contract Amount _ Other: (Explain) Other: (Explain) DESCRIPTION OF REASON FOR AMENDMENT: (Attach all relevant documentation detailing amendment): The City of Meridian is opting to extend this contract for an additional one year. Weschem will guarantee product ricin at $0.17/lb for an additional 12 months. NEW CONTRACT INFORMATION: Amendment Date: 08/9/2010 New Contract Dates: START: 07/20!2010 COMPLETION: 07/20/2011 Amount of Amendment Change $100.000.00 Current Contract Amount (Inclusive of Previous Amendments to Date): $225,000.00 ALL OTHER TERMS AND CONDITIONS OF THE ORIGNAL CONTRACT AND PREVIOUS AMENDMENTS REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. CITY OF MERIDIAN BY: :~t~ ,.,,~~,,,,. TAMMY d EERD, MAYOR \\~:~~ OF ME~gj©~ ~%,~~ Dated: - - ~ FiPOf;q TFO Approved by Council: = - SEAL __ Attest: y o`o 1~ CE OL ,CITY CLERK ~'%,~~~CpUNTY ,\O\\~~•` CONTRACTOR BY: ~./~ Dated: ~l ~g1 a a ~~ Approved y City as o o tent BY: KEI WA S, PURCHASING AGENT 1~!V+~s~c~~m lnc_ ~~ July 14, 2010 Water & Energy Solutions P.O. Box 4072 Boise, ID 83711 Office:208-375-4001 Fax: 208-375002 Mr. Keith Watts Meridian Public Works Suite 200 33 Broadway Meridian, ID 83642 Re: Bid Extension Dear Keith: This letter will serve to confirm pricing for extending Bid No. PW-09-10077 for ferric chloride. Weschem Inc will guarantee pricing for this product at $0.17/lb. for a contract extension period of 12-months. Please feel free to contact either Don Bailey or myself if you have any questions. Best regards, Weschem Inc Mark M. Plafcan Vice President a AGREEMENT FOR SUPPLIES /EQUIPMENT PROCURMENT 3$10 - S 201~j V~- 03b0 X125, pod" THIS AGREEMENT FOR EQUIPMENT /SUPPLIES PROCUREMENT is made this 28th 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 Equipment /Supply Specifications & 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 6 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. 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 BY:. TAMMY e EERD, MAYOR Dated: _ ~` ~ `f -- d q Approved by City Attest: Weschem, Inc. ., BY: Dated: ~~~~a~' Council: ~~ p~~ ~,. oaPO~ rFO ''~ JAYCEE•L. HOLMAN, CITY CLLR EAL ' ~' Approved as to Content ~; 94 ~~~ ~s~ ' ~ °~~e a ,,~~ q ~~Py~~. p rtment Approval .,,~~ CpU~Y , y*~~~ BY: BY: KEITH A , PUR ASING AGENT NAME: XGt.6tr1~1.2 ~ ~~avt Dated: - - ~ 9 TITLE: < ~~it~W2~' 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% FeC12 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, A 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