Agreement for Supplies and Equipment Procurement with BASF Corporation for Liquid Emulsion PolymerAGREEMENT
FOR
SUPPLIES I EQUIPMENT PROCURMENT
THIS AGREEMENT FOR EQUIPMENT I SUPPLIES PROCUREMENT is made
this 23rd of October, 2012, 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 83fi42, and BASF
Cor or ion, hereinafter referred to as "SUPPLIER", whose business address is 23?1
W~Irov Rd., Suffolk VA 23434.
INTRODUCTION
Whereas, the City has a need for services involving the procurement of
LIQUID E_ MULS~14N POLYMER; and
WWEREAS, the Supplier is specially trained, experienced and competent
to perform and has agreed to provide such services;
NOW TH R
, E EFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
i. Equipment 1 Supply Specifics#ions & Requirements:
1.1 SUPPLIER shall supply the equipment andlor 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 maybe 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
~n effect at the time of performance of this Agreement. Except for that
,,....,, LlQU10 EMULSION POLYMER PW-12-10373 page 1 of 13
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 8 "Payment Schedule"
attached hereto and by reference made a part hereof.
2.2 The Sup~ier shall provide the City with a detailed monthly statement
detailing all deliveries forthe month, which the Gitywill paywithin 30 days of
receipt of a correct invoice and approval by the City. The Gity will not
withhold any Federal or State income taxes or Social Security Tax from any
payment made by Gity 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
,,,~,,R 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 farm 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 shah expire upon (a} completion of the agreed upon work, (b)
September 30, 2015 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 two (2) additional one (1 }year terms, provided such extension is mutually
agreeable to both the City and the Supplier and executed in writing.
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 wntten notification to Supplier.
LfQUID EMULSION POLYMER PW•12-10373 page 2 of 13
3.4 Should City fail to pay Supplier all or any part of the compensation set
forth in Attachment 8 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.
3.5 This Agreement shall terminate autamat'rcally 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 (t 5) 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, al! 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 Natwithstandingthe 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 ofset-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 suppler, and neither SUPPLIER nor any officer,
employee ar agent of SUPPLIER will be deemed an employee of CITY.
~ LIQUID EMULSION PQLYMER PW-12-10373 page 3 of 13
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.
~,, fi. Indemnification and Insurance;
fi.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 Miliian pollars I±$1,000,000~ per incident or occurrence,
Automobile Liability Insurance One Miiiion Dollars x$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 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
~'"``~ LIQUID EMULSION POLYMER PW•12-14373 page 4 of 13
attributable to personal injury, death, ordamage ordestruction 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 X10} 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.
8.2 Any deductibles, seif~insured retention, or named insureds must
be declared in wilting 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.
fi.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 or self-
,,,w.,, 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 Cry's
negligence,
fi.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.
fi.6 The limits of insurance described herein shall not limit the liability of
the Supplier and Supplier's agents, representatives, employees or
subcontractors.
~~ LIQUID EMULSION POLYMER PW•~2-10373
page 5 of ~ 3
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:
Gt~T1f
City of Meridian
Purchasing Manager
33 E Broadway Ave
Meridian, ID 83fi42
208.888-4433
~pP.. ~~~
BASF CORPQRATION
Attn: Charles Wright
2371 Wilroy Rd
Suffolk, VA 23434
Phone; 1.757.538-3700
Email: Jeanne.taylor~basf.corn
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. Discrimina#ion Prohibited: In performing the Work required herein,
SUPPLIER shall not unlawfully discriminate in violation of any federal, state
ar local law, rule or regulation against any person on the basis of race, color,
religion, sex, na~onal origin or ancestry, age or disability.
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
~. LIQUID EMULSION P~LYNlER PW•12.10373
page 6 of 13
information as the CITY may request pertaining to matters covered by this
Agreement.
i 3.2 Supplier shall maintain ail 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 ail 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.
i fi. 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.
i7. 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.
i 8. 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 com~etion.
i 9. 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
.~ LIQUID EMULSION POLYMER PW•12-10373 page 7 of 13
of the terms of this Agreement unless this Agreement is mod~ied 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 otheragreements 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. Public R~ords: 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 substan~ally 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 far damages caused by any such release,
25. Approval Required: This Agreement shall not become effective or binding
until approved by the City of Meridian.
END OF TEXT. SIGNATURES FOLLOW ON NEXT PAGE.
LIQUID EMULSION POLYMER PW-12.10373 page 8 of 13
CITY OF MERIDIAN
TAMMY de RD, MAYOR
Dated: I D I 3~ ~ I~
Approved by CounciL•_~~~~.Q,~L_ 3
Attest
1. I~LMAN, CITY CLER
BASF COR 0
BY:
Ch es Wri t, Sales Manager
Dated: October 19th, 2012
,~ t ~
~~,D A U~~sT
'~9
o~
IDI ..
IDAHQ
~ ~~
~fi
Purchasing Approv I ~r~~ o
1
BY:
KEIT S, Purchasing anager
Dated:: ~d ~ ~ '~--
1
LIQUID EMULSION PC}LYMER PW-12-10373
f fbe TREAS
ti~
P artment Approval
N MCCQRMICK, Bus. Operations Mgr.
Dated:; ~P ~ Z~ ~ ~'
page 9 of 13
1' `.
Attachment A
SUPPLY SPECIFICATIONS & REQUIREMENTS
Polymer furnished shall meet the specified terms and condition herein:
Po.,,, lymer
a. The polymer shall be the following, or an approved equal in quality and performance:
Minimum Sludge Cake Solids:17.0%, with volatile solids content of fi0 to
70%
Minimum Solids Recovery: 98.5% Note: Centrate Total Suspended
Salids Concentration must be less than 300 mglL,
b. The SUPP~.IER shall demonstrate compliance with the performance
requirements herein.
c. Polymer must dissolve easily and completely in potable water within 10 minutes, in
concentrations up to 0.5% by weight.
d. The polymer price shall be "per pound- polymer" delivered. Polymer concentration shall
not be less than 33%. The bid must also contain the weight of polymer per US gallon.
This information will be used to calculate cost based on liquid quantity of polymer. The
bid price shall also include the cost of container return services.
Delivery of Po~yr,~,~r
e. Polymer shall be delivered by the SUPPLIER to the City of Meridian Wastewater
Treatment Facility:
3401 N Ten Mile Road, Meridian, Idaho 8364fi.
All shipping and delivery charges shall be paid by the SUPLiER and
shall be included in the bid price. The Gity of Meridian intends to place
orders on a quarterly basis. It is estimated that each order will be
enough to achieve approximately 250 dry tons of biosolids.
f. The bid shall be based on shipments of one-ton containers ~'I"ote-Bin, 1BC~. The
amount of polymer required is estimated to be equivalent to the amount needed to
achieve i ,200 to 1,500 dry tons of biosolids per year.
g. In no event shall polymer delivery take longer than five business days from
SUPPLIERS receipt of Gity's polymer order,
~'"'~, LIQUID EMULSION POLYMER PW-12.10373 page 10 of 13
h. Deliveries shall be made between 8:30 a.m. and 3.30 p.m., Monday through Friday,
excluding holidays.
The SUPPLIER shall make available to the City laboratory services to select the
optimum polymer for the sludge generated throughout the year. The SUPPLIER shall
prov'~de assistance in optimizing the settings on the Cit~r's polymer blendinglmixing units
when required. The contract price shall include the cost of four evaluations at the City's
treatment plant during the year.
The SUPPLIER shall promptly provide personnel necessary to assist in the proper
application of their product.
k. The prices stated in Attachment B shall be fixed for each twelve month term of the
Contract.
1. Polymer shall perform as stated in the Invitation for Bid during the entire term of the
Contract and failure to comply will be just cause for City's termination of the Contract.
m. Substitute products will not be allowed unless they can be demonstrated to perform as
equal to or better than the specified polymers, prior to delivery and accepted by the
Gity, at the specified performance requirements, for the same or lower real cost.
n. Rue to the large numberof polymers available and the complexity of applications, the
City reserves the right to purchase test quantities of polymer to continue testing
(beyond the full scale test} for the most economical application and delay award until a
clear winner is determined.
o. The City reserves the right to discontinue the use of the dewatering centrifuge (and
associated polymer purchase} and to employ alternate methods of sludge conditioning,
dewatering, and/or disposal.
p. The City reserves the right to purchase alternate polymer from the SUPPLIER; should
an alternate polymer better meet the City's needs.
q. The SUPPLIER acknowledges that it is able to supply this product, at the same
performance quality and manufacturing specifications, atthe volume necessary to fulfill
the terms/length of the annual contract. Lab samples will be checked against future
deliveries of product to ensure performance-based standards. The SUPPLIER will be
required to produce, at the City's request, retained samples of product batches
delivered. An MSDS sheet must accompany each shipment and a certificate of analysis
stating the total solids, bulk viscosity, and dilute viscosity. The City reserves the right to
conduct lab analysis on each load delivered to verify the certificate of analysis.
r. In the event the SUPPLIER discontinues manufacturing the product supplied, or
changes the manufacturing process, it is the SUPPLIERS responsibility to inform the
~~ LIQUIp EMULSION POLYMER Pw-12-10373 page 11 of 13
~'~
City of these changes and to supply, at no additional cost to the City, a product with
equal or superior performance than the product previously supplied at no more than the
annual contract price.
s, In the event of a drop in performance without a no#ification of change by the SUPPLIER
and with no significant changes in plant process, the sfudgelpolymer interaction will be
documented and compared with the original sludgelpolymer interaction. It will be the
SUPPLIER'S responsibility to remove any polymer whose performance or specifications
are deemed substandard by the City. Failure to do so may result in termination of the
annual contract.
REFER T~ INVITATION TO BID PW-12-10373 ALL ADDENDUMS,
ATTACHMENTS, AND EXHIBITS included in the Invitation to Bid Package
PW-12-10373 submitted, signed and dated 8-27-2012 by Charles Wright,
are by this reference made a part hereof.
~. LIQUID EMULSION POLYMER PW-12-10373 page 12 of 13
Attachment 8
PAYMENT SCHEDULE
TASK DESCRIPTION AMOUNT 1 LB
A, BASF ZETAG 8819 Liquid Grade Cationic
Polyelectrolyte (Per Bid PW•12.10373) 1,23
Travel expenses, if applicable, will be paid at no more than the City of Meridian's
Travel and Expense Reimbursement Policy.
r'"~. LIQUID EMUI.SiON POLYMER PW-12.10373 page 13 of 13