HomeMy WebLinkAboutAgreement with Weschem for Supplies and Equipment Procurement Bulk Ferric ChlorideAGREEMENT
FOR
SUPPLIES /EQUIPMENT PROCURMENT
THIS REEMENT FOR EQUIPMENT /SUPPLIES PROCUREMENT is made this
of °~'~ ~"~2013, 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,
I D 83711.
INTRODUCTION
Whereas, the City has a need for services involving the procurement of
BULK FERRIC CHLORIDE; 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 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
BULK FERRIC CHLORIDE page 1 of 12
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
$76,000.00) 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. Perm:
3.1 This agreement shall become effective upon execution by both parties, and
shall expire upon (a) completion of the agreed upon work, (b) September 30, 2014
or (c) unless sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A.
3.2 The City reserves the right to extend the Agreement based on the terms and
conditions of the Invitation for Bid Document and Specifications for up to three (3)
one year terms from the date of expiration, provided such extension is mutually
agreeable to both the City and the Supplier.
3.3 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.
3.4 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.
BULK FERRIC CHLORIDE page 2 of 12
3.5 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:
4.1 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.
4.2 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.
4.3 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.
BULK FERRIC CHLORIDE page 3 of 12
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:
6.1 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 bylaw.. 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 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
BULK FERRIC CHLORIDE page 4 of 12
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 orself-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.
6.4 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.
6.5 All insurance coverages for subcontractors shall be subject to all of the
insurance and indemnity requirements stated herein.
6.6 The limits of insurance described herein shall not limit the liability of the
Supplier and Supplier's agents, representatives, employees or subcontractors.
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
City of Meridian
Purchasing Manager
33 E Broadway Ave
Meridian, ID 83642
208-888-4433
CONTRACTOR
WESCHEM, INC
Attn: Mark Plafcan
P O Box 4072
Boise, ID 83711
Phone: 208-860-7315
Email: mark~weschem.com
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.
8. 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.
9. 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
BULK FERRIC CHLORIDE page 5 of 12
hereunder shall constitute a breach of, and a default under, this Agreement by
the party so failing to perform.
10. 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.
11. ®iscrimination 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.
12. Reports and Information:
12.1 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.
12.2 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.
13. 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.
14. 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.
15. 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.
BULK FERRIC CHLORIDE page 6 of 12
16. 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.
17. 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.
18. Waiver of ®efault: 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.
19. Advice of Attorney: Each party warrants and represents that in e;tecuting this
Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
20. 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.
21. Order of Precedence: The order or precedence shall be this contract agreement,
the Invitation for Bid document, and successful bid document.
22. 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.
23. Public Records: Pursuant to Idaho Code Section 9-335, et seq., information or
documents received from the Supplier may be open to public inspection and
copying unless exempt from disclosure. The Supplier shall clearly designate
individual documents as "exempt" on each page of such documents and shall
indicate the basis for such exemption. The City will not accept the marking of an
entire document as exempt. In addition, the City will not accept a legend or
statement on one (1) page that all, or substantially all, of the document is exempt
from disclosure. The Supplier shall indemnify and defend the City against all
liability, claims, damages, losses, expenses, actions, attorney fees and suits
whatsoever for honoring such a designation or for the Supplier's failure to
designate individual documents as exempt. The Supplier's failure to designate as
exempt any document or portion of a document that is released by the City shall
constitute a complete waiver of any and all claims for damages caused by any
such release.
BULK FERRIC CHLORIDE page 7 of 12
24. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
CITY OF MERIDIAN
WESCHEM, INC
BY: BY:
TAMMY de W D, MAYOR MARK PLAFCAN, Vice President
Dated: I~ ' ~ y ' ~3 Dated: ~ /'-~ ~ J
Approved by Council: /V ~ ~~~~e ~ / 9 ~D/3
LMAN, CITY CLERK
~,.
~` 'y
~ / G~
IJ Vf
~ou~o
Purchasing ppro al ~~~;r-.F., Del
Y.. ;.'
BY: ~- <w BY:
KEIT ATTS, Purchasi g anager
T
Dated:: y~`a~/-3/-3 at
C`( G-~i4N~~ ~ wW S~p~ri n~v~r,4vi.f"
BULK FERRIC CHLORIDE page 8 of 12
Attachment A
Supply Specifications & Requirements
REFER TO INVITATION TO BID PW-13-0659e ALL ADDENDUMS,
ATTACHMENTS, AND EXHIBITS included in the Invitation to Bid Package
# WW-13-10427, are by this reference made a part hereof.
38% ferric chloride solution to be used for odor control and to control the formation of struvite.
The vendor awarded the Contract is referred to herein as the Successful Bidder.
The ferric chloride solution furnished shall meet the specified terms and conditions herein:
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 mglkg
Biological Contamination None
2. The ferric chloride product shall conform to the American Water Works Association
(AWWA) standard for Liquid Ferric Chloride, 6407-05 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.
BULK FERRIC CHLORIDE page 9 of 12
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 successful bidder shall demonstrate compliance with the performance requirements
herein.
7. Ferric chloride shall be delivered by the successful bidder 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 Successful Bidder and shall
be included in the bid price.
The successful bidder shall submit a certificate of analysis (COA), with these
specifications, with the bid and with each delivery of ferric chloride.
The Certificate of Analysis (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)
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.
The bid shall be based on 5,000 gallon shipments. 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 of the
Contract.
10. The prices in the successful bidder's bid shall not change for the term of the Contract.
BULK FERRIC CHLORIDE page 10 of 12
11. 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 at any
time during the term of the resulting contract.
12. By submitting this bid for a one year supply of ferric chloride solution, the manufacturer
acknowledges that it is able to supply this product, at the same performance quality
and manufacturing specifications, at the volume necessary to fulfill the terms/length of
the annual contract. The City reserves the right to conduct lab analysis on each load
delivered to verify the Certificate of Analysis.
13. The Successful bidder must supply the City with atwenty-four (24) hour emergency
phone number in the event of a chemical incident. The Successful bidder must
provide on-site facility assistance if requested and technical support within one (1)
hour of notification by the City, if required.
14. If the chemical delivered does not meet specifications and as a result, causes
deterioration to City of Meridian owned equipment, the Successful Bidder will be
responsible for replacement of said equipment and the labor costs involved with any
repairs.
BULK FERRIC CHLORIDE page 11 of 12
Attachment B
PA-VMEfVT SCHE®ULE
DESCRIPTION AMOUNT / LB
38% FERRIC CHLORIDE .1485
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
BULK FERRIC CHLORIDE page 12 of 12