Tonka Water - Well 22 Water Treatment Filter EquipmentINTRODUCTION
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 "Well 22 Wale-r Treatment Filter Equipment" and
suppliers proposal dated June 11,2017, which by this relerence 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 lederal, state and city laws, ordinances, regulations and
resolutions and the UCC. The SUPPLIER represents and warrants thal 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.
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Tonka Water
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AGREEMENT FOR THE SUPPLY OF
WELL22 WATER TREATMENT FILTER EQUIPMENT
PROJECT #10626.E
THIS AGREEMENT FOR EQUIPMENT / SUPPLIES PROCUREMENT is made
this 1 st day of Auoust, 2017 , and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the Slate of ldaho, hereinafter
referred to as "C|TY", 33 East Broadway Avenue, Meridian, ldaho 83642, and Tonka
Water, hereinafter referred to as "SUPPLIER", whose business address is 13305
Watertower Circle, Plymouth, MN 5441 .
Whereas, the City has a need for WELL WATER FILTRATION
EQUIPMENT ;and
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2. Consideration
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 Not-To-Exceed amount of
$390,200.00. Price includes reconfiguration of piping to allow easier
operator access ($10,400.00 added to original quote)
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 acorrect invoice and approval bythe City ProjectManager. The
City will not wilhhold 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 lhis 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 nol 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.
3.1 This agreement shall become eff ective upon execution by both
parties, and shallexpire upon (a) completion of the agreed upon work, or (b)
unless sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A.
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 Agreemenl by giving written notification to SUPPLIER.
3.3 Should City failto pay SUPPLIER all or any part of the compensation
set forth in Attachment B of this Agreement on the date due, SUPPLIER, at
the SUPPLIEB's option, may terminate this Agreemenl if the failure is not
remedied by the City within thirty (30) days from the date payment is due.
4. Termination:
ll, 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 covenanls, 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 iJ the City Council determines that
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3. Term:
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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 lerminalion and specifying the effective dale thereof at
least fifteen (1 5) days before the effective date of such terminalion.
Notwithstanding the above, SUPPLIER shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue ol any breach of this
Agreement by SUPPLIER, and the CITY may withhold any payments to
SUPPLIER for the purposes of set-off until such lime as the exact amount of
damages due the CITY Jrom SUPPLIER is determined. This provision shall
survive the termination of this agreement and shall nol relieve SUPPLIER of
its liability to the CITY for damages.
5. IndependentSUPPL|ER:
5.1 ln all matters pertaining to this agreement, SUPPLIER shall be acling
as an independent SUPPLIER, and neither SUPPLIER nor any oflicer,
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 Cily 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, ils 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,
6. lndemnif ication 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 properly 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, oflicers, 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 Agreemenl, liability insurance, in which the ClTy
shall be named an additional insured in the minimum amounts as follow:
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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 tor the
requirements and resulls 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. lt 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.
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General Liability One Million Dollars ($1 ,000,000) per incident or occurrence,
Professional 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 iI 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.iudgments for damages or injury to persons or property
and other costs, including litigation costs and attorneys'fees, arising out of,
resulting lrom , or in connection with the performance of this Agreement by
the SUPPLIER or SUPPLIER's ofticers, employs, agents, representatives or
sub-SUPPLIERS 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 olher proof
of insurance evidencing SUPPLIER'S compliance with the requiremenls of
this paragraph and f ile such proof of insurance with the CITY at least ten (1 0)
days prior to the dale SUPPLIER begins performance oI 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.
6.3 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 sell-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 excepl as to the extent of Cily'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 Suppliers subs 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.
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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.
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6.6 The limits of insurance described herein shall not limit the liability of
the Contractor and Contractor's agents, representatives, employees or
subcontractors.
Bonds: Payment and Performance Bonds are required.
Warranty: ln addition to any warranty required in the specificalions, all
equipment, coatings, valves, controls, and olher components provided under
this agreement shall be guaranteed for two (2) years against delects in
workmanship and materials from the notice of acceptance.
Notices: Any and all notices required to be given by either of the parties
hereto, unless othemise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United Slates mail, certified,
relurn receipt requested, addressed as lollows:
Tonka Wa ter
Attn: Alan Schneider
Plymouth. MN 55441
I
o
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.
Attorney Fees: Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party shall be entiiled, 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 ol this Agreement.
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.
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City of Meridian
Purchasing Manager
33 E. Broadway Avenue
Meridian, ldaho 83642
Ph. (208) 489-0417
Email : kwatts@meridiancity.orq
1 3305 Watertower Circle
Ph. 763-252-0893
e-mail: aschneider@tonkawater.com
10.
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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.
Discrimination Prohibited: ln performing the Work required herein,
SUPPLIER shall not unlawfully discriminate in violation o{ 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.
13. Reports and lnformation:
13.1 At such times and in such forms as the CITY may require, there shall
be lurnished to the CITY such statements, records, reports, data and
information as the CITY may request pertaining to matlers 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 compietion of this or
Agreement. This includes any handwriting, typewriting, printing, photo static,
photographic and every other means o1 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 lnspections: Al 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 Agreemenl.
11.
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15
16.
Publication, Reproduction and Use of Material: No material produced in
whole or in part under this Agreement shall be subiect 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.
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.
17. 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
Jormalities as this Agreement.
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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 the contract
agreement, the Request for Proposal document, then the Tonka Water
proposal and quotation.
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.
CITY OF MERIDIAN
BY.
TAMMY ESRD, MAYOR
Dated: ` k1 )ol7
Approved by City Council:
Attest: z
/1�c
c
CJAYLCOLEW, CITY CLERK
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TONKA WATER }
BY; Thomas D. Davis, President
Eo AUG(/ST Dated: 77 - f
,/-�
sEP'I' Aad
of the
wed as to Form
ATTORNEY
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Purchasing Department Approval
BY:
Keith ,P U rchasing Manager
Dated: 7'eS- t"l Dated:7- L5-t7
Public Approval
BY:
Wa n Engineer
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Attachment A
SCOPE OF WORK
REFER TO REQUEST FOR PROPOSALS PW.1730.10626.E, ALL ADDENDUMS,
ATTACHMENTS, AND EXHIBITS included in the Request for Proposals Package
#PW-1730-10626.E,and writlen proposal by Alan Schneider dated May 11 ,2017 and
Quotation No. 20541-Cont are by this reference made a part hereof.
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Attachment B
MILESTONE / PAYMENTSCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$390,200.00.
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TASK DESCRIPTION
DATE
(Dependent on
Council Approval)
PAYMENT
A $78,040.00Written Approval of Drawings (+l 5 days) 20%90 Days from
Notice ol Award
B
Between 280
and 420 days
from Notice of
Award
$234,120.00Receipt ol Equipment (+/- 30 days) 60%
C Flnal Acceptance of project (+l 30 days) 20%$78,040.00
CONTRACT TOTAL.$390200J0
I
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MILESTONE DATES/PRICING SCHEDULE
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