Washer Compactor Equipment - JWC EnvironmentalAGREEMENT FOR THE SUPPLY OF
WASHER COMPACTOR EQUIPMENT FOR THE
WRRF HEADWORKS EXPANSION PROJECT
PROJECT #10044.H
THIS AGREEMENT FOR EQUIPMENT / SUPPLIES PROCUREMENT is made
this 23'd day of Mav, 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 "ClTY", 33 East Broadway Avenue, Meridian, ldaho 83642, and JWC
Environmental, hereinafter referred to as "SUPPL|ER", whose business address is 2850
S. Red Hill Ave., Suite 125, Santa Ana, CA 92705.
INTRODUCTION
Whereas, the City has a need for WASHER C OMP A CTOR EQUIPMENT
, and
WHEREAS, the SUPPLIER is specially trained, experienced and
competent to provide and has agreed to provide such equipment;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Equipment / Supply Specifications & Requirements:
1.1 SUPPLIER shall supply the equipment, supplies and services to the
City upon execution of this Agreement and receipt of the City's written notice
to proceed, all items, and comply in all respects, as specified in the Request
for Proposals titled "Perforated Plate Screens Equipment for The WRRF
Headworks Expansion Project" and suppliers proposal dated November 8,
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 forthe profession or professions that are used in performance
of this Agreement and that are in effect at the time of performance of this
WASHER COI\4PACTOR EQUIPMENT
Project No '10044 H
page 1 of 10
Agreement. Delivery shall take place within 8 weeks of approval of
submittals to the address below:
City of Meridian, Wastewater Treatment Facility
Attn: Laurelei McVey
3401 N. Ten Mile Rd.
Meridian, lD 83646
2.1 The SUPPLIER shall be compensated on a Fixed Price basis as
provided in Attachment B "Payment Schedule" attached hereto and by
reference made a part hereof, for the NolTo-Exceed amount of
$309,750.00.
2.2 The SUPPLIER shall provide the City with a detailed invoice upon
delivery of all equipment and supplies, which the City will pay within 30 days
of receipt of a correct invoice and approval bythe City Project Manager. The
City will not withhold any Federal or State income taxes or Social Security
Tax from any payment made by City to SUPPLIER under the terms and
conditions of this Agreement. Payment of all taxes and other assessments
on such sums is the sole responsibility of SUPPLIER.
2.3 Except as expressly provided in this Agreement, SUPPLIER shall not
be entitled to receive from the City any additional consideration,
compensation, salary, wages, or other type of remuneration for services
rendered underthis 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. Funding:
Funding for this project will be split between two fiscal years, 2018 (Oct.2017
- Sept. 2018) $278,775.00 and 2019 (Oct. 2018 - Sept. 2019) $30,975.00.
The amounts beyond the 2017 fiscal year have not yet been appropriated by
the City. Contractor may not incur more than the amount specified and
approved for a specific fiscal year. Any and all additional expenditures
beyond the current fiscal year must be approved by City Council and
memorialized by a written amendment or change order to this Agreement.
4. Term:
4.1 This agreement shall become effective upon execution by both
parties, and shall expire upon (a) completion of the agreed upon work, or (b)
WASHER COMPACTOR EOUIPMENT
Project No. 10044.H
2. Consideration
page 2 of 10
unless sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A.
4.2 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.
4.3 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.
5. Termination:
lf, 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.
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 forthe 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.
6. lndependent SUPPLIER:
6.2 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.
WASHER coMpACToR EoutpMENT - page 3 of 10
Project No. 10044.H
6.1 ln 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.
6.3 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. lf 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.
7. lndemnification and lnsurance:
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 lnsurance One Million Dollars ($1,000,000) per incident
or occurrence and Workers' Compensation lnsurance, in the statutory limits
as required by law.. The limits of insurance shall not be deemed a limitation
of the covenants to indemnify and save and hold harmless CITY; and if CITY
becomes liable for an amount in excess of the insurance limits, herein
provided, SUPPLIER covenants and agrees to indemnify and save and hold
harmless CITY from and for all such losses, claims, actions, or judgments for
damages or injury to persons or property and other costs, including litigation
costs and attorneys' fees, arising out of, resulting from , or in connection with
the performance of this Agreement by the SUPPLIER or SUPPLIER's
officers, employs, agents, representatives or subSUPPLlERs 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 lnsurance, 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. ln 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, ldaho 83642.
WASHER COMPACTOR EQUIPMENT
Project No. 10044. H
page 4 of 10
8
I
7.2 Any deductibles, self-insured retention, or named insureds must be
declared in writing and approved bythe City. Atthe 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.
7.3 To the extent of the indemnity in this contract, SUPPLIER's lnsurance
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.
7.4 All insurance coverages for Suppliers subs shall be subject to all of
the insurance and indemnity requirements stated herein.
7 .5 ln no event shall the Supplier be liable for lost profits or other special,
indirect or consequential damages. Supplier's lndemnity obligations shall be
limited to the limits of the Seller's insurance where Supplier's insurance is
applicable. Where Supplier's insurance is not applicable, the Supplieis
aggregate total liability shall not exceed the purchase order amount."
Bonds: Payment, Warranty and Performance Bonds are not required.
Warranty: ln addition to any warranty required in the specifications, all
equipment, coatings, valves, controls, and other components provided under
this agreement shall be guaranteed for two (2) years against defects in
workmanship and materials from the notice of acceptance.
page 5 of 10
10. Notices: Any and all notices required to be given by either of the parties
hereto, unless othenrvise 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 Manager
33 E. BroadwayAvenue
Meridian, ldaho 83642
Ph. (208) 489-0417
Email: kwatts@meridiancitv.orq
WASHER COMPACTOR EQUIPMENT
Project No. 10044.H
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.
11 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.
12.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.
13 Assignment: lt 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.
15. Reports and lnformation:
15.1 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.
15.2 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,
WASHERcoMpACToR EeurpMENT - page 6 of 10
Project No. 10044.H
JWC Environmental
Attn: Mark Wiflev. Contracts Manaoer
2850 S. Red Hill Ave., Suite 125
Santa Ana, CA 92705
Ph. @oo\ 331-2277 - (714\ 428-4612 @tect\
e-mail: markw@iwce.com
14. Discrimination Prohibited: ln 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.
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.
16.Audits and lnspections: Subject to applicable laws respecting the
protection of privacy and the City's requirement to comply with the ldaho
Public Records Act, 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.
17.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.
19 Changes: The CITY may, from time to time, request changes in the Scope
of Work to be performed hereunder. Such changes, including any increase
or decrease in the amount of SUPPLIER'S compensation, which are
mutually agreed upon by and between the CITY and SUPPLIER, shall be
incorporated in written amendments which shall be executed with the same
formalities as this Agreement.
20.Construction and Severability: lf 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.
22. Advice of Attorney: Each party warrants and represents that in executing
this Agreement. lt has received independent legal advice from its attorney's
or the opportunity to seek such advice.
WASHER coMpAcroR EeutpMENT - page 7 of 10
Project No. 10044.H
18. Compliance with Laws: ln performing the scope of work required
hereunder, SUPPLIER shall comply with all applicable laws, ordinances, and
codes of Federal, State, and local governments.
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.
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, JWC Environmental 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 JWC ENVIRONMENTAL
BY:
TAMMY clERD, MAYOR BY: MARK WIFLW1, 0onacts —Manager
Dated: ;'M �1Z --
Approved by City Council:__. 7 �z '?q/ 7—
Attest: �jfD A UC USTr
— 114 ti
:— of
CJ CbLES,(dITY CLERK 1 �f
VDTAV)�-
I D Ali 0
5yla
Purchasing Department Approval -"`-'§
BY:
Keith
I -
tts, P rehas!4ingManager
Dated: —L112 511 7
WASHER COMPACTOR EQUIPMENT
Project No. 10044.1-1
Dated: I/ ,.
Approved as to Form
CITY ATTORNEY
PubliZc, rks D ent Approval
BY:
Warr'e'n- Stewart,-'Ny Engineer
Dated: h
page 8 of 10
Attachment A
SCOPE OF WORK
REFER TO REQUEST FOR PROPOSALS PW-1704-10044, ALL ADDENDUMS,
ATTACHMENTS, AND EXHIBITS included in the Request for Proposals Package
#PW-1704-10044, and written proposal by Kenneth Bie dated November 7,2016,
WASHER COMPACTOR EQUIPMENT
Project No. 10044.H
page 9 of 10
Attachment B
MILESTONE / PAYMENTSCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$309,750.00.
WASHER COMPACTOR EOUIPMENT
Project No. 10044.H
TASK DESCRIPTION
DATE
(Dependent on
Council Approval)
PAYIVENT
A Delivery No Earlier than
Octobet 1 , 20'17 $278,77 5.00
B Startup, Completion of Training and Final Acceptance No later than
June 2018 $30,975.00
CONTRACT TOTAL $309.750.00
page 10 of 10
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: 4/25/2077
Fu nd 60 Department
CIry OF MERIDIAN
CONTRACT/AGENDA REQUEST CHECKLIST
REQUESTING DEPARTMENT PW - ENGR
3590
PSA:Task Order
washer Compactor Equipment for the Headworks Expansion Proiect
10044.H
Project Manager
Contrador/Consultant/Design Engineer
Budget Available (Attach Report)
Willthe project cross fiscal years?
Budget lnformation
Troy Thrall
JWC
Yes
Yes
FY Budget: 18 & 19
s309,7s0.00
x
6rant f
CONTRACT CHECKTIST
Low Bidder _
(Bid Results Attached) _
TypicalAward Yes X t,to
Highest Rated
(Ratings Attached)
BASIS OF AWARD
x
X
tf no-pl""* rt"r".i,.. Gii"s and conc|usion
10 Day Waiting Period Complete
PW License #
Corporation Status
lnsurance Certificates Received (Date)
Payment and Performance Bonds Received (Date)
Builders Risk lns. Req'd: Yes _ No
(only applicabale for projects above S1,c100,000)
current? (attach print out) n/a
Date Award Posted January 23, 2017
x
Rating: N/A
Rating: N/A
lf yes, has policy been purchased? n/a
Date Submitted to Clerk for Agenda
lssue Purchase Order No.
May 12,2011
Construction:
GL Account:96t64 Project #
Project Name:
Department Representative:
Contracl Amount:
No
Enhancement #:
Other:
Master Agreement
(Category)
Yes
Date lssued:
Approved by Council
WH5 submitted
NTP Date:lssue Notice of Award: Date:
(only for non Publicworks Projed)