Perforated Plate Screens - Enviro-CareAGREEMENT FOR THE SUPPLY OF
PERFORATED PLATE SCREENS EQUIPMENT FOR THE
WRRF HEADWORKS EXPANSION PROJECT
PROJECT #100'14.F
THIS AGREEMENT FOR EQUIPMENT / SUPPLIES PROCUREMENT is made
this 23'd day of May, 2017, and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the State of ldaho, hereinafter
referred to as "C|TY", 33 East Broadway Avenue, Meridian, ldaho 83642, and Enviro-
Care, hereinafter referred to as "SUPPL|ER", whose business address is '1570 St. Paul
Ave., Gurnee, lL 60031.
INTRODUCTION
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 "Perforated Plate Screens Equipment for The WRRF
Headworks Expansion Project" and suppliers proposal dated November 7,
2016, 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
PERFORATED PLATE SCREENS EQUIPMENT
Project No. 10044. F
page 1 of 11
Whereas, the City has a need for PERFORATED PLATE SCREENS
EQUIPMENT ; and
Agreement. Delivery shall take place wilhin g weeks of approval ofsubmittals to the address below:
City of Meridian, Wastewater Treatment Facility
Attn: Laurelei McVey
3401 N. Ten Mile Rd.
Meridian, lD 83646
2. Consideration
PERFORATED PLATE SCBEENS EOUIPMENT
Project No. 10044.F
2.1 The SUPPLIER shall be compensated on a Fixed price basis asprovided in Attachment B "payment Schedule" attached nereto anO Uyre-ference made a part hereof, for the Not-To-Exceed amount oi
$522,400.00.
2.2 The SUPpLIER shall provide the City with a detailed Invoice upondelivery of all equipment and supplies, whichihe City will pay within 30 diysof receipt of a correct invoice and approval by the City erojeci l,lanager. Thecity will not wirhhord any Federar oi state income tixesbr Sociar-securityTax Jrom any payment made by City to SUppLIER under the terms andconditions of this Agreement. payment of all taxes and other assessmentson such sums is the sole responsibility of SUppLlER.
2.3 Except as expressly provided in this Agreement, SUppLIER shall notbe entifled to receive from the city any additional consideration,compensation, salary, wages, or other type of remuneration for servicesrendered under this Agreement.,. including , but not limited to, meals, lodging,
tran-sportation, drawings, renderings or mockups. Specifically, SuppilEH
shall not be entitled by virtue of this Agreemeni to consideration in the tormof overtime, health insurance benefits, retirement benefits, paid holidays orother paid leaves of absence of any type or kind whatsoever.
Fundlng:
Funding for tlp q{o]ggt wiil be sptit between three fiscat years, 2017 (Oct.
2016 - Sept. 2017) 952,240.00, 2018 (Oct. 2017 - Sept. zOr a) E+zO, r OO.Od.
The amounls beyond the 2017 fiscal year have not yei been appropriated bythe City.. Contractor may not incur more than thl amount
'speiified
andapproved for a specific fiscal year. Any and all additional expendituresbeyond the cunent fiscal year must b6 approved by Cify Ciuncil indmemorialized by a written amendment or change ordeito this Agreemenl.
3
page 2 of 11
4. Term:
PEBFORATEO PLATE SCREENS EOUIPMENT
Project No. 100214.F
4.1 . This agreement shall become effectlve upon execution by bothparties, and shall expire upon (a) completion of the agreed upon wor( or (b)
unless sooner terminated as provided below or unresi some other method o;
time of termination is listed in Attachment A.
4.2 Should SUPPLIER delault in the performance of this Agreement or
mate-rially breach any of ils provisions, City, at City,s option, miy terminate
this Agreement by giving written notification to SUppligR.
4.3. Should Cily fait to pay SUppLIER all or any part of the compensation
set forth in Attachment B of this Agreement on th-e date due, SUp'pUten, afthe SUPPLIER's option, may terminate this Agreement if the fairure is notremedied by the City within thirty (30) days from the date payment is due.
Termination:
lf, through any cause, SUppLlER, its officers, employees, or agents fails totylfj!., " timety and proper manner its obligations under this-Agreement,
violates any of the covenants, agreemenls, oi stipulations of this A!reement,falsifies any record or document required to be prepared u-nder thisagreemenl, engages in fraud, dishonesty, or any othei ait of misconduct inthe performance of this contract, or if the City Council determines thaltermination of this Agreement is in the best interest of crry, the crry shafl
lhejg.rlp_gn !1ve the right to terminate this Agreement by giving written notice
to SUPPLIEB of such termination and specifying tne efeitive-oate thereof atleast fifteen (15) days before the effective date-of such termination.
Nolwithstanding the above, suppLrER shalr not be rerieved of riabirity to theCITY for damages sustained by the ClTy by virtue of any breach'of this
1.9.8:ryU by SUPPL|ER, and the CtTy miy withhotd any paymenrs roSUPPLIER for the purposes of set-off untir such time as the exact amount ofdamages due the crrY from suppLrER is determined. Tnis provision shail
survive the termination of lhis agreement and shall not relieve SUppLIER ofits liability to the CtTy for damages.
lndependent SUPPLIER:
6.1 ln all matters pertaining to this agreement, SUPPLIER shall be actingas an independent SUPPLIER, and neither SUPPLIER nor any officeiemployee or agent ot SUppLIER will be deemed an emptoyee bt CtfV.
Except as expressly provided in Attachment A, SUppLtER haj no iutnoriiyor responsibility to exercise any rights or power vested in the City anltherefore has no authority to bind or incur any obrigation on behart of the
5
6
page 3 of 11
7
City. The selection and designation of the personnel of the CITY in theperformance of this agreement shall be madd by the ClTy.
I ? SUPPLIER, its agents, officers, and employees are and at ail timesduring the term of thisAgreement sharr represeni and conduct themserves aiindependent SUPPLIERs and not as employees of the City.
6.3 SUPPLIER shail determine the method, details and means ofperforming the work and services to be provided by SUppLIER under thisAgreement. SUPPLIER shalt be responsibte to City orfy to, inerequirements and results specified in tiris Agreement ind, except as
:l^?rg_.:! plgriged in rhis Agreement, shail nor b6 subiecred to City,s conrrotwrrn respect to the physical action or activities of suppllER in fuifillment ofthis Agreement. lf in the perlormance of this Agreement any third persons
are.employed by SUppLlER, such persons shaii be entirely inO exifusi,efyunder the direction and supervision and control of the SUppLlER.
lndemnlflcatlon and lnsurance:
SUPPLIER shall indemnify and save and hord harmress crry from and rorany and all losses, claims, actions,. judgments for damages, or injury lopersons or property and losses and expenses and otheicosts inituOinglitigation costs and attorney's fees, aribing out of, resulting from, or iiconneclion with the performance of this Agreement by the S-Uppf_f Ln, irsservants, agents, otficers, employees, guests, and business invitees, and not
9au:ed.by_or arising oul of the tortuoul conduct of ClTy or its employees.suPPLlER.shall maintain, and specificaily agrees that it wirr riraintain,throughout the term of this Agreement, riabirity in'surance, in which the ciTvshall be named an additionar insured in the minimum amounts as foflow:General Liability one Miilion Doilars (gl ,000,000) per incidenl or oc"urrence,Automobile Liability lnsuranr.e One Million Oottais ($t ,000,000) per incideni
or occurrence and workers' compensation lnsurance, in the siaiutory 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 ClTybecomes liable for an amount in excess of the insurance rimits, hereinprovided, SUPPLIER covenants and agrees to indemnify and save and hold
harmless CITY from and for all such losses, claims, actions, or judgments fordamages or injury to persons or property and other costs, inctu'Oin-g litigation
costs and anorneys' fees, arising out ol, resulting from , or in connection withthe perlormance ol this Agreement by the SUppLiER or SUppLIER's
ottrcers, employs, agents, representatives or subSUppLlERs and resulting in
or attributable to personal injury, death, or damage or destruction to tangi-bte
or intangible property, inctuding use of. SUppLIER shalt provide Ctry ilitn a
Certilicate of lnsurance, or other proof of insurance evidencing SUppLlEh;S
compliance with the requiremenls of this paragraph and filJsuch proof of
insurance with the CtTy at least ten (10) days prior to the date SUirpLlER
PERFORATED PLATE SCREENS EOUIPMENT
Project No. 10044.F
page 4 of I1
begins performance of it's obligations under this Agreement. ln the evenl theinsurance minimums are changed, SUPPLIER ahall immediately submitproof of compliance with the changed limits. Evidence of ail insurance shallbe submitted_-to_the City purchasing Agent with a copy to Meridian CityAccounting, 33 East Broadway Avenue, Meridian, ldah;-ffi642.
7..2 Any deductibles, self-insured retention, or named insureds must bedeclared in writing and approved by the City. At the option of the City, either:
the insurer shall reduce or eliminate such deductibles, self-insured retenrions
or named insureds; or the SUPPLIER shall provide a bond, cash or letter of
credit .guaranteeing payment of losses and related investigations, claimadministration and detense expenses.
7 .3 To the extent of the indemnity in this contract, SUppLIER's lnsurance
co.verage shall be primary insurance regarding the city's elecled officers,ofticials, employees and vorunteers. 1ny insurance or serf-insurance
maintained by the City or the City's elected oificers, officials, employees andvolunteers shall be excess of the sUppllER's insurance and shail notcontribute with SUPPLIER'S insurance except as lo the extent of City,s
negligence.
The SUPPLIEB's insurance shall apply separately to each insured againstwhom claim is made or suit is brought, except with respect to the limits;f theinsurer's liability.
7..4 . All insurance coverages for Suppliers subs shall be subject to all ofthe insurance and indemnity requirements stated herein.
7.5 The rimits of insurance described herein shall not limit the liabirity ofthe Supplier and Supplier's agents, representatives, employees orsubcontractors.
7.6 The limits of insurance described herein shail not rimit the riabirity olthe Contractor and Contractor's agents, representatives, employees orsubcontractors.
o Bonds: Payment, Warranty and performance Bonds are required atcontract signing.
Warranty: ln addition to any warranly required in the specificalions, allequipment, coatings, valves, controls, and other component's provided under
this. agreement shall be guaranteed for three (3) yiars against defects inworkmanship and malerials from the notice of acceptance.
PERFORATED PLATE SCREENS EOUIPMENT
Project No. 10044.F
page 5 of 11
9.
'10 Notlces: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shill be in writing inObedeemed communicated when mailed in the United States mail, 6ertilied,return receipt requested, addressed as follows:
City of Meridian
Purchasing Manager
33 E. Broadway Avenue
Meridian, tdaho 83642
Ph. (208) 489-0417
Email: kwa tts@me ridiancitv orq
Enviro-Care
: Phil Th n P d
1570 St. PaU lAvenue
Gurn e. lllinois.0031
Ph 815) 636 -8306 -224\ 302-0301 (d irect)
e-m il: pthom n@e nviro-care com
Either party may change their address for the purpose of this paragraph bygiving written notice of such change to the other in tne mannJ n'ereinprovided.
11. Attorney Fees: shourd any ritigation be commenced between the parties
hereto concerning this Agreement, the prevairing party shari oe Lnliiieo, inaddition to any other rerief as may be granted, to dourt iosts and r""ron"ot"
attorneys' fees. as.derermined by a court of competent jurisdiction. ihisprovision shail be deemed to be a separate contraci betwe'en the farties andsharr survive any defaurt, termination or forfeiture or tnis ngreem!;i. -- -
12. Trme rs ot the .Essence: The parties hereto acknowredge and agree lhattime is striclly of the Fssence wilh respect to eacn anO eve"[ ierm, EonOiiionand provision hereof, and that the fairure to timery perform
"r,y
oi ir,"obrigations hereunder shail constitute a breach or, ano I aeiaurt ,rter, tt,i.Agreement by the party so failing to perform.
l3 Assrgnment: rt is expressly agreed and understood by the parties hereto,thar SUppLtEB. sha, not havelhe right to assign, t'.n&"r, fi,potf,"."i. o,sell any of its rights.under this Agreement exclpt upon the [rior "rpL.,written consent of ClTy.
14. Drscrrmrnatron. prohrbited: rn performing the work reguired herein,suppLrER sha, not unlawfurty disiriminate ii vioratio" oi"rii.o-o"i,it"r"or local law, rule or regulation against any person on the basi;
"i A;,;;6r,religion, sex, national origin or incestry,'age or disability.
PEBFORATED PLATE SCREENS EQUIPMENT
Project No. r ooa+.r - E\JUrrMErY I - page 6 of 1 1
15. Reports and lnrormation:
'r5. r Ar such times and in such forms as the crry may require, there shabe furnished to the crry such starements, records, reports, data andinformation as the crry may request pertaining to matters covered by thisAgreement.
15.2 SUPPLIER shall maintain all writings, documents and recordsprepared or compired in connecrion with the performance of this Agreement
for a minimum.of four (4) years from the termination or comptetiorioiinis orAgreement. This.incrudes any handwriting, typewriting, printing, ptroio static,photographic and every other means ot rec6ioing upin any i'"ngibie ihing,any form of communication or representation -iniruding'
rette-rs, w;rol,pictures, sounds or symbols or any combination thereof.
16. Audits and rnspecrions: Qubject to appricabre raws respecting theprotection of privacy and the city's requirement to compry wit'h the idaho
Public Records Act, at any time during normar business nours and ". ort"n
as the crry may deem necessary, there shail be made avairabre to tn, cryfor examinalion ail of sUppLlER's records with respect to ait ,"tterscovered by this Agreement. suppLrEH shail permit the crry ro iroit,examine, and make excerprs or transcripts from such records, ano to mixeaudits of aI contracts, invoices, mareriars, payrofls, records of p"isonner,
conditions of emproyment and other data reiating to ail matters dovered bythis Agreement.
17. Pubrication, Reproduction and use o, Materiar: No materiar produced in
whore or in part u.nder lhis Agreement shail be subject to copyrigni in it,eunited states or in any orher country. The crry inart navd irn7"irii"i"oauthority to publish, disclose and othe*ise use, in whole or in part, inyreports, data or other materials prepared under this Agreement.
18. Compliance 1i!fr._!ws: ln performing the scope of work requiredhereunder, sUppLrER shail compry with aflippricabre'raws, oroinancei, anocodes of Federal, State, and local governments.
19. C_langes: The ClTy may, from time to time, request chanoes in the Scooeof work to be performed hereunder. Such chani]es, incruaing any inciealeor decrease in the amount of SUppLIER,S iompensatiin, ,rni.n ir"mutuaily agreed upon by and between the clry ano suppt-tER, shail beincorporated in wrinen amendments which shalr be executed with ihe sameformalitles as this Agreement.
20. construcfion and severabllity: lf any part of this Agreement is held to beinvalid or unenrorceabre, such holding wiil not ;ffect the varidity or
PERFoRATED PLATE SCBEENS EoutpMENT _ page 7 of 1iProject No. '10044.F
enforceability of any other part of this Agreement so long as the remainder of
the Agreement is reasonably capable of completion,
21. 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.
22. 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.
23. 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.
24. Order of Precedence: The order or precedence shall be this contract
agreement, the Request for Proposals, Enviro-Cares' proposal dated
November 7, 2016.
25, 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,
26. Approval Required: This Agreement shall not become effective or binding
until approved by the City of Meridian.
CITY OF MERIDIAN ENVIRO-CARE
TAMM d EE -R --D, MAYOR
Dated: S/ 2Y X17
Approved by City Council:__ O3/ ;bl7_
Attest:
COLE$7 CITY CLERK
PERFORATED PLATE
Project No. 10044,E
S4
city of
tai WQU 1ANt
4PME110
BY: PHIL IP A. THOMPSON,
PRESIDENT
Dated: February 0.2 2017
Approved as to Form
CITY ATTORNEY
page 8 of 11
BYBY
Purchasing
Keith
Dated: 2 .Z
PEBFOBATEO PLATE SCREENS EOUIPMENT
Project No. 10044.F
Dated: 5 L
Approval
Engineer
page I of 11
Attachment A
SCOPE OF WORK
REFER TO REQUEST FOR PROPOSALS PW.1705-10044, ALL ADDENDUMS,
ATTACHMENTS, AND EXHIBITS included in the Request for proposats package
#PW-1 705-10044, written proposal by Phillip A. Thompson dated Novembe r 7, 2016,
PEBFOBATED PLATE SCREENS EQUIPMENT
Project No. 10044.F page 10 of 1 1
Atlachment B
MILESTONE / PAYMENTSCHEDULE
A -- _Total and complele compensation for this Agreement shall not exceed
$522,400.00.
TASK DESCRIPTION
Council
DATE
(Dependsnt on PAYMENT
A.Written Approval of Submittals 5t29t2017 $52,240.00
B Delivery
October 1 2017
No Earlier than
$365,680.00
c Progress Payment
120 Days after
rgcoipt ot $52,240.00
D Startup, Completion of Training and Finat Acceptance No lhan
June 201 $52,240.00
CONTRACT TOTAL.$522J100-00
PEHFOBATED PLATE SCFEENS EOUIPMENT
Poecl No. 10044,F page 11of 11
MILESTONE DATES/PRICING SCHEDULE
CitY Of ualidian
Detailed Stalement of Revenues and Expendilures - Rev and Exp Report
3590 - l{li Conatruction P!oj6ct6
60 - Bnte4rrile EUnd
Fron 10/1/2016 Throuqh 9/30/2017
Keith
Percent of
Budget
Remaining
Budget with Current Year
Actual
Budget
Remaining
Capital Outlay
Headworks Improvements
fleadworks/Eine Screens
WRRE Headworks Capacity
Expansion - Design
WRRF Grit Removaf
Equipment for the
Headv,,orks Expansion Proj
10044.G
10601.H
96164
10044
10044.d
6,339,423.66
707,458.50
0. 00
70?,458.50
6,339,O23.66
0. 00
100.00t
0. 00t
82,413.40
0 .00
82tAt3.AA
292,980 .AO
0.00
(292,984 -04)WRRF Cap. Exp. Process
Controf Softrare
Integration
Total Capital Outlay
TOTAL EXPENDITURES
_l , r28,555.16
7,128,555.16
1,082,511.50 046 043 .66
1 ae2 511.50 6,046,443 .66
Date.5/12/7',1 01 .4 0:21 PM
84.81t--!3-i1!
Date 4/9/201.s
Fu nd 60
Construction
Project Name:
Department
CITY OF MERIDIAN
CONTRACT/AGENDA REQUEST CHECKLIST
REQUESTING DEPARTMENT PW - ENGR
3590 GL Account:96164 Project s 10044.F
PSA Task Order
Perforated Plate Screens Equipment for the Headworks Expansion Project
Contractor/Consultant/Design Engineer
Troy Thrall Department Representative
Enviro-Ca re
BudSet Available (Attach Repon):Split
Willthe project cross fiscal years?
Contrad Amounti ss22,400.00
Yes x NO
FY Budget: 17 & 18 Enhancement #
Other:
Grant f:
CONTRACT CHECKTIST
Low Bldder _
{Bid Results Attached) _
TypicalAward Yes X No
Highest Rated
(Ratings Attached)
BASIS OF AWARD
x Master Agreement
(category)X
tf no-ph.r" ,t"t" .ir.il-t.,l."s and conclusion
10 Day Waiting Period Complete
PW License d
Corporation Status
lnsurance Certificates Received (Date)
Payment and Performance Bonds Received (Date)
Builders Risk lns. Req'd: Yes
(Only applicabal€ lor protects above Sl,00O,OOO)
Current? (attach print out) n/a
Rating: N/A
Febtrary 2,2077 Rating: A++
lf yes. has policy been purchased? n/a
Yes oate Award Posted lanuary 20, 2077
N/A
xNO
Date lssued
Approved by Council
WH5 submitted
NTP Date:
Date Submitted to Clerk for Agenda
lssue Purchase Order No
May 72,2017
lssue Notice of Award: Date
lonlyfor non Publa( works P.oject)
Project Manager:
Budget lnformation: