HomeMy WebLinkAbout2009-127 CONT Addendum - Rhodia Inc
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ADDENDUM TO CITY OF ASHLAND
CONTRACT FOR THE PURCHASE OF GOODS AND SERVICES
Addendum made this 10TH
("City") and Rhodia. Inc.
day of June, 2009, between the City of Ashland
("Contractor").
Recitals:
A. On Mav 7.2008 ,City and Contractor entered into a "City of Ashland Contract for
the Purchase of Goods and Services" (further referred to in this addendum as "the
agreement").
B. The parties desire to amend the agreement to extend'the date of comoletion.
City and Consultant agree to amend the agreement in the following manner:
1. The date for completion is being extended to June 30, 2010.
2. Except as modified above the terms of the agreement shall remain in full force and
effect.
CON~PO{\ r n .
BY ~9.~~&
Its ~:c"'" Qu:.. cr ..i
C-. \ ~""\ \ 0"\
\ \
CITY OF ASHLAND:
:" ~~~~D~
CONTENT REVIEW: ~ \G~
-;( / l (City Depl. Head)
Date: (. 10 6i
DATE
Purchase Order #
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6'ltJ tJ,t5 / tf tPo 6tJ/~cJ-C)
Accl. No.:
(For City purposes only)
1- CITY OF ASHlAND, ADDENDUM TO CONTRACT FOR THE PURCHASE OF GOODS AND SERVICES
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CONTRACT FOR PURCHASE OF GOODS AND SERVICES
C,ontract made this
Ashland ("City") and
7th
Rhodia. Inc.
day of
Mav , 2008, between the City of
("Contractor") .
City and Contractor agree:
1. Contract Documents: This contract is made as a result of an Invitation to Bid issued by City
entitled "INVITATION TO BID" for CHEMICALS FOR THE WATER TREATMENT PLANT. Bid
No. #2008-102. Contractor was awarded the bid as the lowest responsible bidder
on Mav 7.2008 . In the event of any inconsistencies in the terms of this contract, the
contract documents defined in the invitation to bid and Contractor's bid, this contract shall take
precedence over the contract documents which shall take precedence over the bid.
2. Scope: Contractor shall produce and deliver the goods and services described in the contract
documents within the time prescribed in the contract documents. The following exceptions, alter-
ations or modifications to the contract documents are incorporated into this contract:
3. Price and Pavment: City shall pay Contractor the following prices for the following chemicals:
Chemical #1 Rhodia Aluminum Sulfate AI<(S04h
Estimated usage - July 2006 through June 2007 - 40,500 Gallons
4,500 Gallons per order, (9) Orders
Delivery charge per order $123.53
$442.50/Per ton
4. Terms: The contract terms will begin on July 1, 2008 and expire on June 30, 2009. This
contract may be .extended annually for two additional fiscal years, for a total of three years, if
mutually agreed upon by both parties.
6. This contract may be cancelled by either party with 30-days written notice.
6. Rhodia's bid is subject to Rhodia's General Terms and Conditions. The City accepts the
additional terms and conditions, with the exception of Section 8. Rhodia's contract does not
constitute the entire agreement. The entire agreement will consist of the City's terms and
conditions, including the full content of the ITB, and Rhodia's General Terms and Conditions.
Any dispute arising under this contract shall be resolved in accordance with the laws of the State
of Oregon as stated in Section 10 of Rhodia's General Terms and Conditions.
CITY OF ASHLAND
BY
Signature
td J111-1-r~
. Print e
Title: /fJM./wf I!JM~rA_
. BY
~..$. . .e
Lee Tuneberg
Finance Director
J
Fed ID #
REVIEWED AS TO CONTENT:
BY % ,-, L; 0 iV'_:{
DepartrT}ent Heaa
Date 6"f. /t:fn loB
Coding ~'l t? If fJ I c:; If ~ &; If ( c? ct-d
Purchase Order tJ tf? ~ 7 ~
(for city use only)
PAGE 1 of 1 - BID FORM/CONTRACT
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GENERAL TERMS AND CONDITIONS
1. Seller will make all reasonable efforts to supply material at the time and day
specified by Buyer. Provided such efforts have been or are being made, Seller shall not be
deemed to be in breach of the Contract for failure to deliver at the specified time or on the
specified date.
2. Each shipment shall constitute a separ,ate and independent transaction and Seller
may recover for each such shipment without reference to any other. If Buyer is in default with
respect to any terms or conditions of this contract, then, in addition to any other legal remedy
available to Seller, Seller may, at its option, defer further shipments hereunder until such
default be remedied (in which event Seller may elect to extend the contract period for a time
equal to that for which shipments were so deferred), or, Seller may decline further performance
of this contra9t.
3. .In case of a: dispute concemingthe weight of Product delivered in bulk carload or
tank car shipments, shipper's weight, certified to by sworn Weigh-master, shall govern absent
manifest error.
4. Determination of the suitability of the Product supplied hereunder for the uses and
applications contemplated by Buyer and others shall be the sole responsibility of Buyer. All
warranties by Seller pertaining to the Product are expressed in this paragraph. Seller warrants
that the Product delivered hereunder meets AWWA standards. SELLER MAKES NO OTHER
EXPRESS WARRANTIES; THERE ARE NO IMPUED WARRANTIES INCLUDING WITHOUT
LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER
ASSUMES ALL RISK AND LIABILITY FOR ALL lJOSS, DAMAGE OR INJURY TO PERSON
OR PROPERTY, INCLUDING WITHOUT LIMITATION POLLUTION, ENVIRONMENTAL
DAMAGE AND RESTORATION LIABILITY, RESULTING FROM (I) THE USE OF SAID
PRODUCT IN MANUFACTURING PROCESSES OR IN COMBINATION WITH OTHER
SUBSTANCES, OR OTHERWISE(II) THE HANDUNG AND DISPOSAL OF THE PRODUCT.
5.. No claim of any kind, whether as to Product delivered or for non-delivery of Product,
and whether arising in tort, contract or otherwise shall be greater in amount than the purchase
price of the Product in respect of which such damages are claimed; and the failure to give
written notice of claim within thirty (30) days from date of delivery, or the.date fixed for delivery,
as the case may be, shall constitute a waiver by Buyer of all claims in respect of such Product.
IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION BUYER'S
MANUFACTURING COSTS, LOST PROFITS OR GOOD WILL, REGARDLESS OF THE
FORM OR BASIS OF ANY ACTION.
6. Buyer shall reimburse Seller for all taxes, increases in or new taxes, excises or other
charges which Seller may be required to pay to any governmental authority (national, state,
provincial or local) upon, or measured by, the sale, production, transportation or use of any
Product sold hereunder. Unless .otherwise agreed to by Buyer in such credit application,
interest on all sums past due from Buyer hereunder shall accrue and be payable by Buyer at
the lesser of the maximum lawful rate and the prime interest rate quoted by Cmbank, N.A.,
New York, New York, plus 2%.
'. ".
7. 'Neither party shall be liable for its failure to perform hereunder if said performance is
made impracticable due to any circumstances beyond the reasonable control of the party
affected, including but not limited to, acts of God, acts of terrorism, fires, floods, wars,
sabotage, accidents, labor disputes or shortages, plant shutdown, equipment failure, voluntary
or involuntary compliance with any law, order, rule or regulation .of government agency or
authority, or inability to obtain material (including power and fuel), equipment or transportation.
The affected party may omit purchases or deliveries during the period of continuance of such
circumstances and the contract quantity shall be reduced by the quantities so omitted. During
any period when Seller shall be unable to supply the total demands for any Product provided
for in this contract, whether caused by the circumstances specified above or otherwise, Seller
may allocate any available Product among all buyers including its own divisions and
departments, on such basis. as it may deem fair and practical.
8. This Contract constitutes the entire agreement between the parties concerning the
subject matter hereof and there are no understandings, representations or warranties of any
kind, express or implied, not expressly set forth herein. No modification of this Contract shall
be of any force or effect unless such modification is in writing and signed by the party to be
bound thereby; and no modification shall be effected by the acknowledgment or acceptance of
purchase order forms containing terms or conditions at variance with those set forth herein.
9. Seller's waiver of any breach, or failure to enforce any of the terms and conditions of
this contract, at any time, shall not in any way affect, limit or waive Seller's right thereafter to
enforce and compel strict compliance with every term and condition hereof. The acceptance by
the Seller of any payment after the specified due date shall not constitute a waiver of the
Buyer's obligation to make further payments on the specified dates. .
10. The Buyer and Seller agree that this Contract shall be deemed to have been made
and executed in the State of Oregon and that any dispute arising under this contract shall be
resolved in accordance with the laws of the State of Califefflia excluding any choice of law
principles thereof. .'. GJr~
. 11. Seller shall indemnify, defend and hold harmless (the "Indemnifying Party") Buyer,
its subsidiaries, affiliates, their respective officers, directors, employees, agents, and any of
them (each an "Indemnified Party"), from and against any and all liabilities, demands,
damages, losses, costs, expenses, including without limitation attorneys' fees, resulting from
the actual or threatened claims ofthird parties (the "Claims") to the extent that such Claims
are attributable to the breach of this Contract by, or the negligent or willful misconduct of, the
Indemnifying Party. The Indemnified Party shall notify the Indemnifying Party in writing with
reasonable promptness upon the occurrence of any fact or circumstance concerning a Claim
against which the Indemnified Party is indemnified hereunder. The Indemnifying Party shall
diligently defend any such Claim at its expense with counsel of its choice but shall not have
the right to settle such Claim without the prior written consent of the Indemnified Party.
12. Seller shall provide and maintain during the performance of its work hereunder,
insurance as described below with insurers rated A-, Class VII or better by A.M. Best'
Company.
A. Workers' Compensation insurance as prescribed by applicabfe state Workers'
Compensation acts to provide statutory coverage.
- .
B. Employers' Liability insurance to include $1 ,000,000 limit per employee, $1,000,000
per accident and $1,000,000 in the aggregate.
C. Commercial General Liability insurance on an occurrence basis with $2,000,000 per
occurrence limit for bodily injury, property damage, personal and advertisers injury,
$2,000,000 aggregate limit for products/completed operations and a $2,000,000 general
aggregate limit. This Commercial General Liability insurance to include coverage for the
hazards of contractual liability and sudden and accidental pollution. This limit can be
achieved through the combination of primary and/or excess liability coverage.
D. Business Automobile Liability insurance including comprehensive third party coverage
for injury, including death and property damage with a combined single limit of
$2,000,000 per occurrence including coverage for owned, non-owned and hired vehicles.
This limit can be achieved through the combination of primary and/or excess liability
coverage.
If requested by Buyer in writing, Seller shall deliver a certificates of insurance evidencing the
above coverage. The certificate shall provide that Seller shall endeavor to notify Buyer with
at least thirty (30) days prior notice of any cancellation or termination of the policies. Seller
may either utilize deductibles or provide coverage excess of a self-insured retention.
13. PRODUCT STEWARDSHIP AUDITS: Seller shall have the right, upon advance written_
notice to Buyer and during Buyer's normal business hours, to visit Buyer's facilities to inspect
and audit Buyer's storage, handling, manufacturing, use, health, safety and/or environmental
practices and procedures with respect to the Product delivered hereunder. If BLjyer does not
promptly remedy any deficiencies in these practices and procedures reasonably identified by
Seller, or, if within 30 days after receiving notification of deficiency from Seller, Buyer does
not present to Seller a written plan to remedy any deficiency which cannot be remedied
promptly, or if Buyer does not comply with its remediation plan, then Seller may terminate
this contract for breach by Buyer. Buyer acknowledges that the foregoing inspection and
audit rights in no way relieves Buyer of any of its obligations hereunder or at law, nor shall
Seller be required to conduct any such inspection and audit."
Product Specifications are attached as Exhibit A.
TERMS: Net cash 30 days from date of invoice.
SPECIAL CONDITIONS: Title and risk of loss will pass on delivery. Freight is pre~paid and
added to invoice.
This agreement to become effective when signed and returned by the Buyer within thirty days
of the date of execution by the Seller. If not signed and returned within thirty days, this
proposal is withdrawn.
ADDENDUM TO CITY OF ASHLAND
CONTRACT FOR PURCHASE OF GOODS AND SERVICES
Addendum made this 7th day of May. 2008, between the City of Ashland ('City") and
Rhodia. Inc. ("Contractor").
Recitals:
A. On May 7. 2008, City and Contractor entered into a "City of Ashland Contract for
the Purchase of Goods and Services (further referred to in this addendum as "the
agreement").
B. The parties desire to amend the agreement to include insurance requirements that
will apply to the contractor and transport carrier if different then contractor.
City and Contractor agree to amend the agreement in the following manner:
1. 1. Insurance. Contractor shall at its own expense provide and maintain the following insurance:
a. Worker's Compensation insurance in compliance with ORS 656.017, which requires
subject employers to provide Oregon workers' compensation coverage for all their subject workers
b. General Liabilitv insurance with a combined single limit, or the equivalent, of not less than
$1,000,000 for each occurrence for Bodily Injury and Property Damage. It shall include contractual
liability coverage for the indemnity provided under this contract.
c. Automobile Liabilitv insurance with a combined single limit, or the equivalent, of not less
than $1,000,000 for each accid'!lnt for Bodily Injury and Property Damage, including coverage for
owned, hired or non-owned vehicles, as applicable. .
d. Notice of cancellation or chanae. There shall be no cancellation, material change,
. reduction of limits or intent not to renew the insur\lnce coverage(s) without 30 days' written notice
from the Contractor III "1 . (.; l 'I aily. fly ~
e: Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland,
Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance
policies required herein but only with respect to Contractor's services to be provided under this
Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall
furnish acceptable insurance certificates prior to commencing work under this contract. The
certificate will specify all of the parties who are Additional Insureds; ~,,~u, in(l eOJTI~Hilniss 9r eAtities,.fly
arc B6Il;Jject t9 tAB C'itr'''' "'''''''''onf:;mr.lQ If rg~61este8, eeffil31et~ G6J3iG3 6f iFlSblr;aFlG9 f)Glieies. tryst P-1(
aljrSsl..l..ta, ele. 81'1all138 13rs"iI'l88 tg 11._ eit~. The Contractor shall be financially responsibie for
all pertinent deductibles, self-insured retentions and/or self-insurance.
2. Except as modified aboye the terms ofthe agreement shall remain in full force and
effect.
CONTRACTOR:
BY /~4 .r-- _
Its t'1N1 /i.<.. i fYIC<-1l"(j er
~
CITY OF ASHLAND:
BY ~ .."J: - - . A f6--;].
Final).Ce )?jrector
Date g-/J '!(EL
Fed. 10# ;J;;)3S~Fiq5'-t I
OR Social Security # CONTENT REVIEW: \vu1.r., 0 Q-Ji
/ (City Dept. Head)
Date: 08 I DCr> f,Q,l?
Purchase Order.# C'f3 3 7 ~
DATE Accl. No.: 6 "1 tl tJ7 & (tf tf-~ 0 CJ ( t? tJ--O
Addendum to City of Ashland Contract for Purchase of Goods and Services, Page 1 of 1, prove s to f
r:'~ ,
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
CITY RECORDER
Page 1 /1
;_:;;'~~r:1DA~E:;;',(..-~::;~':t~
t~,,;~~f201Nl!JMBER::~~rru
7/6/2009
09030
VENDOR: 000513
RHODIA INC
DEPT 0257
PO BOX 120257
DALLAS, TX 75312-0257
SHIP TO: Ashland Water Treatment Plant
(541) 488-5345
ASHLAND, OR 97520
FOB Point:
Terms: Net 30 days
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: PUBLIC WORKS
Contact: Daryl McVey
Confirming? No
~'>lQuanmvz:~ ~5Uni( ':.l2- ~~,_l::~\-':~_-' "rt:~"-'-; ::;rz ;::.-~- ~" 1Descrlotion;"-_ _'_ _" <~/ ~:- :'::~ {~.i <:'~;~:~-<;T~,,::~:J~.~ ~ -~'J!8r1m~ric;~(~~ fu;~~Ex'im~}ice~~;
9.00 Load Rhodia Aluminum Sulfate, 4,500
Gal/Load, Delivery charge per order:
$123.53
5,250.33
47,252.97
.
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
47252.97
0.00
0.00
47,252.97
~:l;:;KccourltlNuriioer{?~:::"-l C"~~PrQJeC'HNumber:z1,}~r1 ~1T::t~~iAmou-i1i~_ ;-;i;~:, -~~ ~~~:;7A'cc()uritiNum6er;~j~~ ri~~C~rf~ojeC1n.ittmbe~-t:~~,:~'~ ~:f~Amountli!;Z~
E 670.08. 1 9.00.601 50 47 252.97
AA -Z [ ?t~,
,
Aut.f(orized Si ufature VENDOR COPY
9
7 2009 re unter - 8 e Ulsltlon orm revise . oc
Pa e
A request for a Purchase Order
REQUISITION FORM
I CITYOF I
ASHLAND
THIS REQUEST IS A:
o Change Order (existing PO # _)
Date at Request: 1\7:, <:>.,.:.,,; ~:I
Required Date at Delivery/Service: 17':'01'..'691
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
J~oD \ A
S'o3-:l~(,-++~ I
SOLICITATION PROCESS
Small Procurement
o Less than $5,000
o Quotes (Optional)
Intermediate Procurement
o (3) Wollen Quotes
(Copies attached)
o Sole Source
o Written findings attached
o Quote or Pro I attached
CoooeraUve Procurement
o State of OR/WA conlIact
o Other govem"lent agency contract
Invitatlon!o Bid (.t",,,J<. \ Yr.
(Copies oh file)
*':l..<><>~-I<>2..
o Reauest for PraDOsal
(Copies on file)
o 8oee!all ExemDt
o Written findings attached
o Quote or Pro I attached
o Emeraencv
o Written findings attached
o Quote or Pro sal alleched
o Copy of contract attached
.0 ConlIact#
DescriptIon of SERVICES
Total Cost
o Per attached PROPOSAL
~Io..h~"-+ VO. -9-0'<" ,-01-<>9 To (,-30-\0
'No:t...... ""-..."\"",,,-,,-,,-t c..~~M.', cn,\
Item # Quantity Unit DescriptIon of MATERIAI.S
9 L"oJs 4 ';;06 G-,,\, AIL>.,,",- Lo""J
Unit Price
Total Cost
5:1.$"0,1"3 Arl '2..5:l,97
o Per attached QUOTE
Project Number _ __ _ _ _ . _ __
Account Number6Jo- ~~. L1. .~~.~~~~~.?
~ Ifems and services must be charged to the appropriate 8ccol.mf numbers for the financiBls to reflect the actual expenditures accurately.
By signing this requisffion form, i certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request.
Supervisor/Dept. Head Signature:
~ e.::l.--
Updaled on: 81412005