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HomeMy WebLinkAboutR-2014-124 Sole Source Agreement with Infilco Degremont, Inc. for Bar Rack Retrofit Kit RESOLUTION NO. R- 2014 -124 A RESOLUTION authorizing the City Manager to execute a sole source procurement without calling for bids from Infilco Degremont INC /APSCO for the purchase of a bar rack retrofit kit, with 3/8 inch clear spacing for climber screens provided on IDI Contract 95306. WHEREAS, the Article VI, section 6 of the City of Yakima Charter and Yakima Municipal Code Chapter 1 80 generally require that purchases over $25,000 be done by competitive bidding, subject to certain exceptions; and WHEREAS, the law recognizes a "sole source" exception from these competitive bid requirements when, due to unique specifications and requirements, it would be futile to utilize competitive bidding; and WHEREAS, in order to maintain compliance with wastewater regulations the City is required under Chapter 173 -308 WAC to replace the existing bar rack for the climber screens provided by Infilco Degremont INC /APSCO, which equipment is necessary for the treatment of wastewater; and WHEREAS, two other vendors contacted for bids related to the replacement bar racks were not responsive and suggested we have the bar racks made by the original manufacturer; and WHEREAS, Infilco Degremont INC /APSCO has retrofit bar racks for the climber screens that were originally manufactured by them; and WHEREAS, Infilco Degremont/APSCO has agreed to manufacture and provide the required 3/8 inch retrofit bar racks to the City for approximately $175,000; and WHEREAS, the City Council has determined that it is in the best interest of the City of Yakima to authorize the sole source purchase of the bar rack retrofit kit, with 3/8 inch clear spacing for climber screens as provided on IDI Contract 95306 from Infilco Degremont INC /APSCO, the original equipment manufacturer, as set forth in the purchase agreement attached hereto and incorporated herein by this reference; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute a sole source procurement without calling for bids, whereby Infilco Degremont INC /APSCO agrees to sell the City Bar Rack Retrofit Kits as included in the attached Proposal and Contract, a copy of the Agreement attached hereto and by reference made a part hereof. ADOPTED BY THE CITY COUNCIL this 21 day 4/1i=41 o f October, 2014. EST: ; `���1 1 Micah Cawley, ayor ato „Alt .1 OA -4 -/- Soz)si Claar Tee, City -r * N r t Water and Wastewater Infilco Degremont Inc PO Box 71390 Richmond,VA 23255 -1390 __ - __ __ Treatment Equipment 8007 Discovery Drive Richmond, VA 23229 = P. = = and Solutions Telephone: 800 446 1150 Fax. 804 756 7643 _ ' ▪ = _ =_a= Idi info @infilcodegremont.com = ._ ° E _ =_ www.infilcodegremont.com PROPOSAL AND CONTRACT TO City of Yakima WWTP Proposal No W0125131 Rev 7 LWT Yakima, WA Date October 8, 2014 Marc Cawley 509 - 594 -8388 For Bar Rack Retrofit Kit, With 3/8" Clear Spacing, For Climber Screens Provided on IDI Contract 95306 do Dale McBain Apsco, LLC (hereinafter referred to as "Purchaser") Infilco Degremont Inc (hereinafter referred to as "IDI ") offers to furnish the following described materials and equipment ( "Products ") and /or services at the prices ( "Purchase Price ") stated herein and in accordance with the Conditions of Sale and other provisions contained or referenced herein. This Proposal shall remain in effect for 60 days from the date hereoff After such date, pricing is subject to the Producer Price Index, calculated from the original proposal /bid date The Purchase Price is based upon only the Conditions of Sale and other provisions specifically contained or referenced herein Purchaser's acceptance of this Purchase Price, whether by issuance of a purchase order or otherwise, or acceptance of delivery of the Products and /or services furnished hereunder, shall) be considered acceptance by the Purchaser of all the Conditions of Sale and other provisions contained or referenced herein, notwithstanding any statement in Purchaser's acceptance or order to the contrary IDI hereby objects to and rejects any proposal by Purchaser to modify, amend, limit, add to or delete any of the Conditions of Sale or other provisions contained or referenced herein unless expressly accepted in writing by IDI This Proposal and any resulting contract shall be referred to hereinafter as "this Contract" Section: Bar Rack Retrofit Kit, With 3/8" Clear Spacing, For Climber Screens Provided on IDI Contract 95306 IDI Sales Representative IDI Regional Manager APSCO, INC. (API1) Susan Pilgram P 0 Box 2639 Infilco Degremont, Inc. Kirkland, WA 98083 - 2639 8007 Discovery Dr Richmond, VA 23229 Proposal No W0125131 Rev 7 LWT Page 1 Date: October 8, 2014 SCOPE OF SUPPLY Bar Rack Retrofit Kit With 3/8" Clear S • acin ' Includes • Engineering • Drafting • Drawings • Parts Lists • (6) Copies Of Submittals /O & M Manuals • Hydraulic Calculations • (1) Bar Rack, Includes: o Tru -Bar, Welded Construction, 304 SS o (1) Rake Shelf, 304 SS o (1) Set Of Machined Rake Teeth, 304 SS o (1) Set Of Anchors And Hardware, 304 SS • Service Includes: • (1) Trip to Evaluate Existing Condition of The Climber Screens, (2) Days On Site • Freight Via Common Carrier Option 1 — If (1) Bar Rack Retrofit Kit, Is Ordered $63,786.00 Bar Rack Retrofit Kit, With 3/8" Clear Spacing, Includes • Engineering • Drafting • Drawings • Parts Lists • (6) Copies Of Submittals /O & M Manuals • Hydraulic Calculations • (2) Bar Rack, Includes: o Tru -Bar, Welded Construction, 304 SS o (2) Rake Shelf, 304 SS • o (2) Set Of Machined Rake Teeth, 304 SS o (2) Set Of Anchors And Hardware, 304 SS • Service Includes: • (1) Trip to Evaluate Existing Condition of The Climber Screens, (2) Days On Site • Freight Via Common Carrier Option 2 — If (2) Bar Rack Retrofit Kits, Are Ordered With A Single Purchase Order Single Shipment $120,642.00 Option 3 — Installation Service Includes: • Supervision Of The Installation Of (1) Bar Rack • Travel Expenses Will Be Invoiced At Actual Cost With Receipts Submitted • (1) Trip Per Screen, (5) Days On Site, (2) Days Travel Estimate Only Pricing Will Be Based On Time Spent On Site, Traveling, & Actual Expenses For (1) Bar Rack $14,097.00 For (2) Bar Racks $28,194.00 Notes & Exceptions • Removal, Installation and Disposal of Old Components By Others. • Proper Unloading and Dry Indoor Storage of Components By Others • Alignment Of Bar Rack Retrofit it by Others. • Installation of Bar Rack Retrofit Kit • 2 -4 Week Advance Notice Required For Startup & Training Service Proposal No W0125131 Rev 7 LWT Page 2 Date October 8, 2014 Infilco Degremont Inc. ( "IDI ") CONDITIONS OF SALE 1 TERMS AND CONDITIONS OF SALE. The Terms and Conditions of Sale set forth herein, and any supplements which may be attached hereto, constitute the full and final expression of the contract for the sale of products or services (hereinafter referred to as Products or Services) to Purchaser, and supersedes all prior quotations, purchase orders, correspondence or communications whether written or oral between the Purchaser and IDI. Notwithstanding any contrary language in Purchaser's purchase order, correspondence or other form of acknowledgement, Purchaser shall be bound by these Terms and Conditions when it sends a purchase order or otherwise indicates acceptance of this Contract, or when it accepts delivery from IDI of the Products or Services. The contract for sale of the Products and Services is expressly limited to the terms and conditions of sale stated herein. Any additional or different terms proposed by Purchaser are rejected, unless expressly agreed to in writing by IDI. No contract shall exist except as herein provided. 2. COMPLETE AGREEMENT No amendment or modification hereto nor any statement, representation or warranty not contained herein shall be binding on IDI unless made in writing by an authorized representative of IDI. Prior dealings, usage of the trade or a course of performance shall not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party had knowledge of the nature of the performance and the opportunity for objection. 3. ADEQUATE ASSURANCES. If, in the judgment of IDI, the financial condition of the Purchaser, at any time during the period of the contract, does not justify the terms of payment specified, IDI may require full or partial payment in advance, or an acceptable form of payment guarantee such as a bank letter of credit, or other modifications to the terms of payment. 4 DELAYED PAYMENT If payment are not made in accordance with the terms contained herein, a service charge may, without prejudice to the right of IDI to immediate payment, be added in an amount equal to the lower of 1.5% per month or fraction thereof or the highest legal rate on the unpaid balance. 5. TAXES. The Purchase Price does not include any taxes. Purchaser shall be responsible for the payment of all taxes applicable to, or arising from the transaction, the Products, its sale, value or use, or any Services performed in connection therewith regardless of the person or entity actually taxed. 6. RISK OF LOSS. Risk of loss or damage to the Products, or any part thereof, shall pass to Purchaser upon delivery of the Products or part to Purchaser at the f.o.b. point stated herein. 7 EXCUSABLE DELAY IDI shall not be liable for any delay in performance or failure to perform due to fire, flood or any other act of God, strike or other labor difficulty, act of any civil or military authority or of Purchaser, Engineer, or Owner, insurrection, riot, embargo, unavailability or delays in transportation or car shortages, or any other cause beyond IDI's reasonable control. In the event IDI's performance is delayed by any of the foregoing causes, IDI's schedule for performance shall be extended accordingly without penalty If Purchaser's, Engineer's or Owner's actions delay IDI's performance, Purchaser shall pay IDI any additional costs incurred by IDI resulting from such delay If Purchaser or Owner orders IDI to delay shipment of Products, or any part thereof, or by other actions refuses to permit IDI to deliver Products, or any part thereof, to Owner's Premises, in addition to paying IDI for costs of storage and insurance, Purchaser shall also pay IDI's invoice for such stored Products, or any part thereof, as if they had been delivered to Owner's Premises on the date such Products, or any part thereof, were produced and ready for shipment. 8. PROPRIETARY INFORMATION. All information, plans, drawings, tracings, specifications, programs, reports, models, mock -ups, designs, calculations, schedules, technical information, data, manuals, proposals, CADD document and other materials, including those in electronic form (collectively the "Documents ") prepared and furnished by IDI are Instruments of Service for use solely with respect to this Project. IDI shall be deemed the author and owner of these Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. The Purchaser, Engineer, or Owner shall not use these Instruments of Service for future additions or alterations to this Project or for other projects, without the prior written agreement by the IDI. The Documents furnished by IDI are proprietary to IDI, submitted in strict confidence and shall not be reproduced, transmitted, disclosed or used in any other manner without IDI's written authorization.. Security of any documents provided to the city shall be determined in accord with the provisions of Washington State Public Records Act RCW42.56. 9. INSPECTION BY PURCHASER. Purchaser may inspect the Products at the point of delivery, and such inspection shall constitute Purchaser's acceptance of the Products as conforming to the requirements of this Contract. 10. WARRANTY OF TITLE. IDI warrants and guarantees that title to all Products covered by any invoice submitted to Purchaser, whether incorporated into the Project or not, will pass to Purchaser no later than the time of payment free and clear of all Liens This paragraph does not apply to any Documents covered by paragraphs above entitled "Proprietary Information." 11 WARRANTY IDI warrants the Products shall conform to the description contained herein and be free from defects in material and workmanship for a period of one (1) year from date the Products are initially placed in operation or eighteen (18) months from date the Products are shipped, whichever occurs first. Upon IDI's receipt of written notice within thirty (30) days of discovery of any defect, and a determination by IDI that such defect is covered under the foregoing warranty, IDI's responsibility is limited to correction of the defect by, at IDI's option, repair or replacement of the defective I part or parts, f.o.b. factory This warranty does not cover failure or damage due to storage, installation, operation or maintenance not in conformance with IDI's written instructions and requirements or due to accident, misuse, abuse, neglect or corrosion. This warranty does not cover reimbursement for labor, gaining access, removal, installation, temporary power or any other expenses that may be incurred with repair or replacement. This warranty does not apply to equipment not manufactured by IDI. IDI limits itself to extending the same warranty it receives from the supplier IDI shall have no responsibility for the condition of primed or finish painted surfaces after the Products leave their point of manufacture. Field touch -up of shop primed or painted surfaces are normal and shall be at Purchaser or Owner's expense. Any touch -up or repainting required to shop primed or painted surfaces, for reasons other than improper or incorrect application in the shop, shall be Purchaser or Owner's responsibility UNLESS STATED ELSEWHERE HEREIN, IDI PROVIDES NO WARRANTY OF PRODUCT PERFORMANCE OR PROCESS RESULTS. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ALTHOUGH SELLER WARRANTS THAT THE GOODS ARE FIT FOR THE SPECIFIED PURPOSE. CORRECTION OF NON - CONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROIVDED ABOVE SHALL CONSTITUTE IDI'S SOLE LIABILITY AND PURCHASER'S EXCLUSIVE REMEDY FOR FAILURE OF IDI TO MEET ITS WARRANTY OBLIGATIONS, WHETHER CLAIMS OF PURCHASER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE. Infilco Degremont Inc. warrants to the City that all materials and equipment furnished will be of good quality and new, that the work will be free from defects, will be fully compatible with existing materials and equipment and that the work will conform to all requirements of this agreement. 12. BACKCHARGES. IDI shall not be liable for any charges incurred by Purchaser for work, repairs, replacements or alterations to the Products, without IDI's prior written authorization, and any adverse consequences resulting from such unauthorized work shall be Purchaser's full responsibility 13. LIQUIDATED DAMAGES. Contracts which include liquidated damages clause for failure to meet shipping or job completion promises are not acceptable or binding upon IDI, unless such clauses are specifically accepted in writing by an authorized representative of IDI at its headquarters office. 14 LIMITATION OF LIABILITY THE REMEDIES OF THE PURCHASER SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND ARE ITS SOLE REMEDIES FOR FAILURE OF IDI TO COMPLY WITH ITS OBLIGATIONS HEREUNDER. Notwithstanding any provision in this Contract to the contrary, in no event shall IDI be liable for any special, incidental, indirect, statutory, exemplary, punitive or consequential damages, of any kind whatsoever, or for any lost profits, business or revenue, loss of use or goodwill, or other lost economic advantage, arising out of ;or related to or arising from IDI's obligations under this Contract or the breach hereof, whether such claims are based on breach of contract, breach of warranty, strict liability, tort, any federal or state statutory claim, or any other legal theory and even if IDI knew, should have known, or has been advised of the possibility of such damages. THE TOTALiCUMULATIVE LIABILITY OF IDI ARISING FROM OR RELATED TO THIS CONTRACT SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR SERVICES ON WHICHi SUCH LIABILITY IS BASED In no circumstance will any liability under any portion of this Contract or associated contracts exceed the total Purchase Price. In the event that more than one claim is substantiated, the aggregate amount of all claims combined will not exceed the total - Purchase Price. The limitation specified in this section shall survive and apply even if any limited remedy specified herein is determined to have failed of its essential purpose. 15. CANCELLATION BY PURCHASER. If Purchaser cancels this Contract or refuses to accept delivery of the Products, Purchaser shall be liable to IDI for reasonable cancellation charges, including loss of anticipated profits, administrative costs, commissions to sales representatives, costs incurred by IDI for all work performed or in process up to the time of I Proposal No W0125131 Rev 7 LWT Page 3 Date October 8, 2014 • • d:•iZ� iatI _ 2 Vi a= 9ieit_ cancellation or refusal to accept delivery, cancellation charges from IDI's suppliers or subcontractors, and any other expenses incurred by IDI in connection with Purchaser's cancellation or refusal to accept delivery 16. DEFAULT BY PURCHASER. Without incurring any liability or waiving any claim for damages IDI may have against Purchaser, IDI may refuse to make or delay making delivery and /or withhold any service if: (a) IDI becomes aware of facts which, in its judgment, render Purchaser's financial condition unsatisfactory or cast doubt on Purchaser's willingness or ability to pay for the Products and /or services; (b) the Purchaser becomes insolvent, (c) the Purchaser has a petition under any chapter of the bankruptcy laws filed by or against it, (d) the Purchaser makes a general assignment for the benefit of its creditors, (e) the Purchaser has a receiver requested for or appointed for it, (f) the Purchaser fails to comply with any of its material obligations under its Contract with IDI, its contract with Owner or any other contract with IDI, or (g) the Purchaser should fail to make prompt payment to IDI in accordance with the terms of this Contract, then IDI may, after first giving Purchaser ten (10) days written notice to cure such default, if Purchaser fails to cure or initiate satisfactory cure during such ten -day period, either (i) stop all work until such default has been cured and recover from Purchaser all reasonable costs and expenses incurred by IDI resulting from Purchaser's default or (ii) terminate this Contract and recover from Purchaser as cancellation charges all costs and expenses incurred by IDI up to time of and in connection with such termination including reasonable allowance for IDI's overhead, administration expenses and profits, such reasonable allowance to be based on prevailing industry practice. If Purchaser is late in paying the Purchase Price or any partial payment due under this Contract, or otherwise breaches this Contract, IDI shall be entitled to the maximum interest rate allowed by law on the overdue amount, and on its damages, calculated from the date of default in payment or other breach, plus court costs, reasonable attorneys' fees and other expenses incurred in any effort to collect. 17 DEFAULT BY IDI. In the event of any default by IDI and prior to Purchaser terminating the work for default, Purchaser shall give fourteen (14) days written notice of default to IDI. IDI shall remedy the default to the reasonable satisfaction of the Purchaser within fourteen (14) days of receipt of such written notice or, if such default cannot reasonable be remedied within such fourteen (14) day 'period, IDI shall promptly begin to remedy the default within the fourteen (14) day period and thereafter diligently prosecute to conclusion all acts necessary to remedy the default, in which event such default shall be deemed to be remedied. 18 PATENT AND COPYRIGHT INFRINGEMENT (a) IDI shall defend any action or proceeding brought against Purchaser based on any claim that the Products, or any part thereof, or the operation or use of the Products or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Purchaser shall give prompt written notice to IDI of any such action or proceeding and will reasonably provide authority, information and assistance (at Purchaser's expense) in the defense of same. IDI shall indemnify and hold harmless Purchaser from and against all damages and costs, including but not limited to attorneys' fees and. expenses awarded against Purchaser or IDI in any such action or proceeding. IDI agrees to keep Purchaser informed of all developments in the defense of such actions. (b) If Purchaser is enjoined from the operation or use of the Products, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding, IDI shall at its sole expense take reasonable steps to procure the right to operate or use the Products. If IDI cannot so procure such right within a reasonable time, IDI shall promptly, at IDI's option and at IDI's expense, (i) modify the Products so as to avoid infringement of any such patent or copyright, (ii) replace said Products with Products that do not infringe or violate any such patent or copyright, or (iii) as a last resort, remove the Products and refund the purchase price. In no case does IDI agree to pay any recovery based upon its Purchaser's savings or profit through use of IDI's Products whether the use be special or ordinary The foregoing states the entire liability of IDI for patent or copyrightlinfringement. (c) Paragraphs (a) and (b) above shall not be applicable to any suit, claim or proceeding based on infringement or violation of a patent or copyright (i) arising out of the use of IDI's Products in combination with non ,IDI recommended Products; (ii) relating solely to a particular process or product of a particular manufacturer specified by Purchaser, Engineer or Owner and not offered or recommended by IDI to Purchaser, Engineer, or Owner or (iii) arising from modifications to the Products by Purchaser or Owner or its agents after acceptance of the Products. If the suit, claim or proceeding is based upon events set forth in the preceding sentence, Purchaser, Engineer or Owner shall defend, indemnify and hold harmless IDI to the sane extent IDI is obligated to defend, indemnify and hold harmless Purchaser in Paragraph (a) above. 19. DISPUTE AVOIDANCE AND RESOLUTION. The parties are fully committed to working with each other and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, IDI and Purchaser commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the work. IDI and Purchaser will first attempt to resolve disputes or disagreements at the field level through discussions between IDI's Representative and Purchaser's Representative. If a dispute or disagreement cannot be resolved through IDI's Representative and Purchaser's Representative, upon the request of either party, IDI's Senior Representative and'Purchaser's Senior Representative shall meet as soon as conveniently possible, but in no case later than thirty) (30) days after such a request is made, to attempt to resolve such dispute or disagreement. Prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving their dispute or disagreement. If after meeting the Senior Representatives determine that the dispute or disagreement cannot be resolved on terms satisfactory to both parties, the parties shall submit the dispute or disagreement to non - binding mediation. The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the American Arbitration Association ( "AAA ") pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator For purposes of any Process Performance Guarantee, the above procedures shall also apply for any dispute with the Owner 20. ARBITRATION. Any claims, disputes or controversies between the parties arising out of or relating to this Contract, or the breach thereof, which have not been resolved in accordance with the Dispute Avoidance and Resolution procedures contained herein shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the AAA then in effect, unless the parties mutually agree otherwise. The award of the arbitrator(s) shall be final and binding upon the parties without the right of appeal to the courts. Judgement may be entered upon it in accordance with applicable law by any court having jurisdiction thereof. IDI and Purchaser expressly agree that any arbitration pursuant to this provision may be joined or Consolidated with any arbitration involving any other person or entity (i) necessary to resolve the claim, dispute or controversy, or (fi) substantially involved in or affected by such claim, dispute or controversy Both IDI and Purchaser will include appropriate provisions in all contracts they execute with other parties in connection with the Project to require such joinder or consolidation. The prevailing party in any arbitration, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred by the prevailing party For purposes of any Process Performance Guarantee, the above e procedures shall also apply to the Owner 21 NOTICES. Unless otherwise provided, any notices to be given hereunder shall be given in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) on confirmation of receipt by fax by the party to be notified, (iii) one business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth below, or (iv) three days after deposit with the U S Post Office, postage prepaid, registered or certified, with return receipt requested. 22. SUCCESSORSHIP IDI and Purchaser intend that the provisions of this Contract are binding upon the parties, their employees, agents, heirs, successors and assigns. 23. ASSIGNMENT Neither IDI nor Purchaser may assign this Contract without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Any prohibited assignment shall be null and void. 24 SEVERABILITY If any term, condition or provision of this Contract or the application thereof to any party or circumstance shall at any time or to any extent be invalid or unenforceable, then the remainder of this Contract, or the application of such term, condition or provision to parties or circumstances other than those which it is held invalid or unenforceable, shall not be affected thereby, and each tern, condition and provision of this Contract shall be valid and enforceable to the fullest extent permitted by law 25 GOVERNING LAW; JURISDICTION. This Contract shall be governed by, interpreted and enforced in accordance with the laws of the of the state of Washington, without regard to conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the state of Washington and the federal courts situated in the the State of Washington, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Contract, or otherwise arising under or by reason of this Contract The parties irrevocably waive their right to request trial by jury "Venue for any legal action resulting from the enforcement of the terms and conditions of this Agreement shall lie in a court of competent jurisdiction in Yakima County, Washington." 26. NO WAIVER. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Contract or to exercise any right under this Contract shall not be construed as a waiver or relinquishment to any extent of such party's right to ,assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Proposal No W0125131 Rev 7 LWT Page 4 Date. October 8, 2014 - I CONDITIONS OF FIELD SERVICE If this Contract does not include Field Service or if Purchaser requires such service in addition to that included in this Contract, Purchaser may purchase from IDI such Field Service or technical advice during installation or start-up of the Products, in which case Purchaser agrees to pay IDI for Work Time, Travel Time and Standby Time based on (I) IDI's "per diem" rates in effect at the time the service is performed; (2) the expenses of each IDI employee so furnished; and (3) the terms and conditions under which such service is performed. "PER DIEM" CHARGES FOR SERVICE The following rates are currently in effect. They are subject to change by IDI and are based on the definitions below These rates are for domestic service only Rates for service outside the Continental United States will be quoted upon request. Classification of Serviceman Straight Time Rate STANDARD SERVICE $ 1,500.00 Per day $ Per $ Per TIME DEFINITIONS CHARGES FOR EXPENSES (a) Work Time - shall include all hours that IDI service personnel are on In addition to the "Per Diem" charges above, Purchaser shall pay IDI for Purchaser's job site, either working or ready for work, and shall be payable all the traveling and living expenses and all other expenses of each IDI at the applicable specified rates. employee incidental to the work. (b) Travel Time - shall include the time spent by IDI service personnel in TIERMS AND CONDITIONS traveling between their customary headquarters and Purchaser's job site and in returning (including travel occurring on Saturdays, Sundays and (I) Notification - Purchaser shall give IDI at least two (2) weeks advance holidays) up to a maximum of eight (8) hours Chargeable time for any given notice when ordering Field Service. one -way trip. Travel Time shall be paid for at the applicable Straight Time Rate and shall not be cumulative with Work Time in determining Overtime. (2) Terms of Payment - Purchaser shall pay IDI immediately upon receipt of invoices covering the time and expenses of IDI's employees (c) Standby Time - shall include all time (excluding Work Time) that 1D1 furnished for such services. OVERDUE PAYMENTS NOT RECEIVED service personnel are available for work at Purchaser's job site, whether on BY IDI WITHIN THIRTY (30) DAYS FROM DATE OF INVOICE SHALL the job site or not, up to a maximum of eight (8) hours per day, between the BE SUBJECT TO FINANCE CHARGES AT THE RATE OF ONE AND hours of 7:00 a.m. and 6:00 p.m., Sunday through Saturday, including ONE -HALF PERCENT (1 -1/2 %) PER MONTH. holidays if availability has been requested by Purchaser Standby Time shall be paid for at the applicable Straight Time Rate; however, Standby (3) Time Sheets - IDI employees shall present Purchaser at the end of Time preceded and /or followed by Work Time is cumulative in determining each week or at the completion of the job if less than one (I) week, Overtime. appropriate documents on which shall be indicated the number of hours spent and the estimated expense incurred on this work. Purchaser RATE DEFINITIONS shall sign these documents in the place indicated, thus signifying approval of the time spent and estimated expense incurred on this (a) Straight Time Rate - This rate shall be paid for Work Time, Standby work. Time or Travel Time on a regular schedule] of eight (8) hours per day, Monday through Friday j (4) Delays - If the work of an IDI employee is postponed or suspended by Purchaser, or is delayed or does not proceed with reasonable (b) Time and One -Half Rate - The rate of one and half (1 -1/2) times the dispatch, due to no fault of IDI, IDI may withdraw such employee and Straight Time Rate shall be paid for any Work Time or Standby Time in return a serviceman to the job when needed and available, and any excess of eight (8) hours, but not exceeding sixteen (16) hours, per day, additional costs (including Travel Time and expenses) incurred by IDI Monday through Friday, and for any Work Time or Standby Time on because of this shall be an additional charge to Purchaser Saturdays, not to exceed sixteen (16) hours. (5) Limitation of Liability - IDI in providing any Field Service hereunder, (c) Double Time Rate - The rate of twice the Straight Time rates shall be shall do so in an advisory capacity only and shall not be held paid for time worked in excess of sixteen (16) hours per day, without a six responsible in any way for the acts, workmanship or omissions of the (6) hour break, Monday through Saturday, and for all time worked on employees, contractors, sub - contractors or agents of Purchaser IDI Sundays and holidays. Holidays shall be those observed in the locality SHALL NOT BE LIABLE IN ANY EVENT FOR SPECIAL, INDIRECT, where the work is to be performed. INCIDENTAL OR CONSEQUENTIAL DAMAGE. Proposal No W0125131 Rev 7 LVVT Page 5 Date October 8, 2014 INFILCO DEGREMONT INC. PURCHASE PRICE. See Text (exclusive of taxes per Condition 5 of IDI Conditions of Sale) Total Dollars $( See Text FOB Delivery Point: 2220 East Viola Yakima, WA 98901 Freight Allowed Via Tarped Flat Bed Truck, Common Carrier TERMS OF PAYMENT (as follows, subject to Condition # 2 of IDI Terms and Conditions of Sale Page 5) 100% Net 30 Days After Respective Shipment SERVICE. Field Service included in this Contract shall be provided for a period not to exceed (See Text) eight -hour man -days provided in not more thanjee Text) trips to check the completed installation by Purchaser, to place the Products in operation and to instruct Purchaser in their operation Purchaser agrees to pay IDI for any additional service days and /or trips in accordance with IDI's standard service rates and conditions in effect at the time the service is performed ♦A minimum of one (1) full day of service will be charged to each trip SCHEDULE. Approval drawings and data shall be submitted approximately(4 -8 ) weeks after agreement to all terms, as evidenced by IDI's receipt of this p rloposal, fully executed, or, in the event that Purchaser issues a Purchase Order, IDI's receipt of fully executed letter agreement. IDI estimates that shipment of the Products can be made in approximately (10 -12) weeks after IDI has received from Purchaser final approval of all submittal drawings and data. PURCHASER'S ACCEPTANCE. BY ITS SIGNATURE BELOW OR ISSUANCE OF ANY PURCHASE ORDER OR OTHER DOCUMENT, NOTWITHSTANDING ANY STATEMENT OR PROVISION CONTAINED THEREIN TO THE CONTRARY, PURCHASER AGREES TO ALL THE CONDITIONS AND PROVISIONS OF THIS PROPOSAL AND CONTRACT NO OFFER BY PURCHASER TO ALTER, AMEND, LIMIT OR DELETE ANY CONDITION OR PROVISION OF THIS PROPOSAL AND CONTRACT SHALL BE BINDING UPON IDI UNLESS EXPRESSLY ACCEPTED IN WRITING BY IDI PURCHASER'S ACCEPTANCE: INFILCO DEGREMONT INC B / vim. L) ,G' e � � Company 4 ,4‘1 4 , y B _ Tom Wright, INFILCare itle Date. (Q ' Z. fy -'4 Date October 8, 2014 Ship To: CITY CONTRACT NO RESOLUTION NO: — �a'y Proposal No W0125131 Rev 7 LWT Page 6 Date. October 8, 2014 F x .11 4 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 5.C. For Meeting of: October 21, 2014 ITEM TITLE: Resolution authorizing a Sole Source Purchase of Bar Rack Retrofit Kit, with 3/8 Clear Spacing at Wastewater Plant SUBMITTED BY: Debbie Cook, PE, Director of Utilities and Engineering Shelley Willson, Wastewater Manager Marc Cawley, Wastewater Superintendent SUMMARY EXPLANATION: The City of Yakima is required to replace existing bar screens in the Head Works building with bar screens that narrow the openings. The bar screens remove the larger debris from the waste flow entering the plant. The State bio- solids rule (chapter 173 - 308- 050(2)(c) WAC) required minimum screening of 3/8 inch by July 1, 2012. The rationale behind the regulation is to reduce the amount of "recognizable manufactured inert" materials in beneficially used bio- solids. The screening reduction assists in the removal of "sharps ", needles and other garbage. The State granted the City of Yakima an extension until December 31, 2014. The attached resolution authorizes a sole source purchase of a retro -fit kit from the original manufacturer /supplier of the City's bar screens. A retro -fit kit for our existing system will provide better operation, maintenance and future serviceability at a better price point. The retro -fit kit will provide compliance of the regulation. The estimated cost of the retro -fit is $175,000. These funds were included in the 2014 budget. The City will use our own maintenance personnel to complete the installation of the retro -fit under the supervision of a factory representative. The attached Proposal and Contract from Infilco /APSCO is attached for Council review. Resolution: X Ordinance: Other (Specify): Contract: X Contract Term: 18 months Start Date: October 21, 2014 End Date: Item Budgeted: Yes Amount: $175,000 Funding Source /Fiscal Budgeted 478 - Wastewater Impact: Strategic Priority: Improve the Built Environment Insurance Required? No Mail to: Phone: APPROVED FOR • SUBMITTAL: f City Manager RECOMMENDATION: Staff respectfully requests City Council approve the Resolution. ATTACHMENTS: Description Upload Date Type ❑ Resolution 10/8/2014 Cover Memo ❑ Infilco /APSCO Contract 10/9/2014 Cover Memo ❑ Infilco /APSCO Sole Source Letter 9 -30 -2014 10/10/2014 Cover Memo INFILCO Infilco Degremont Inc. 5 � 1 80 .( 7 . Discovery Drive Richmond, VA 23229 USA DECREMONT INC. Tel 804 756 7 00 1 Fax 804 756-7643 5 -1390 USA September 30, 2014 City Of Yakima, WA Yakima WWTP Attn: Marc Cawley This letter is to inform the City of Yakima, WA, that Infilco Degremont Inc. is an original equipment manufacturer of water and wastewater treatment equipment, for municipalities and Climber Screens are a trademark of Infilco Degremont Inc., 8007 Discovery Drive, Richmond, VA, 23229. IDI is the original equipment manufacturer of Climber Screens, and the sole source for the parts, components and services for Climber Screens. They are designed, engineered, and produced specifically for your Climber Screens. Apsco Inc. is authorized to buy and resell Infilco Degremont, Inc. equipment and parts in the state of Washington for municipal customers in your area. Sincerely, PQ742. Wit� Tom Wright Toll Free 800 446 1150 x 7847 Fax 804 - 756 -7643 Thomas .wright @infilcodegremont.com www.degremont-technologies.com