HomeMy WebLinkAboutRes.3606.05-06-2024 BILL NO. 24-48 RESOLUTION NO. =J D Y
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH CHEMCO SYSTEMS,
L. P. , FOR THE PROCUREMENT OF A LIME SYSTEM AT
THE CAPE ROCK WATER TREATMENT PLANT, IN THE
CITY OF CAPE GIRARDEAU, MISSOURI
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS:
ARTICLE 1 . The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement with Chemco Systems, L. P. , for the procurement of a
high-density lime system for the Cape Rock Water Treatment Plant
#1, in the City of Cape Girardeau, Missouri . The Agreement shall
be in substantially the form attached hereto, which document is
hereby approved by the City Council, and incorporated herein by
reference, with such changes or amendments as shall be approved by
the officers of the City executing the same . The officers, agents,
and employees of the City are hereby authorized to execute all
documents and take steps as they deem necessary and advisable to
carry out and perform the purpose of this Resolution.
PASSED AND ADOPTED THIS Jj-Y�t DAY OF ina;L , 2024 .
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Stacy Kin r, ay r
ATTEST:
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truce Tayl Deputy City Clerk
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DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
PROCUREMENT AGREEMENT
THIS PROCUREMENT AGREEMENT is by and between City of Cane Girardeau (hereinafter called
Buyer) and Chemco Systems, L.P. (hereinafter called Seller).
Buyer and Seller, in consideration of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1 —GOODS AND SPECIAL SERVICES
1.01 Seller shall furnish the Goods and Special Services as specified or indicated in the Procurement
Contract Documents.
ARTICLE 2—THE PROJECT
2.01 The Project for which the Goods and Special Services to be furnished under the Procurement
Contract Documents is generally described as procurement of Lime Feed System Equipment for
the Cape Rock Water Treatment Plant. The title of the Project is:
CAPE ROCK WTP#1
LIME FEED SYSTEM IMPROVEMENTS
EQUIPMENT PROCUREMENT
Owner Project#6267
ARTICLE 3—ENGINEER
3.01 The Proposal Contract Documents for the Goods and Special Services have been prepared by
Donohue & Associates, Inc., who is hereinafter called Engineer and who is to act as Buyer's
representative, assume all duties and responsibilities, and have the rights and authority assigned
to Engineer in the Procurement Contract Documents in connection with Seller's furnishing of
Goods and Special Services in accordance with the Procurement Contract Documents.
ARTICLE 4—POINT OF DESTINATION
4.01 The place where the Goods are to be delivered is defined in the General Conditions as the Point
of Destination and is designated as:
Cape Rock-Water Treatment Plant#1
20 E Cape Rock Dr.
Cape Girardeau, MO 63701
ARTICLE 5—PROCUREMENT CONTRACT TIMES
5.01 Time of Essence
A. All time limits for Milestones, if any, including the submittal of Shop Drawings and Samples,
the delivery of Goods, and the furnishing of Special Services as stated in the Procurement
Contract Documents, are of the essence of the Procurement Contract.
B. All time limits for Milestones, if any, including the submittal of Shop Drawings, the delivery of
Goods and the furnishing of Special Services is contingent upon Buyer issuing a Purchase
Order within the time limits stated in the Instructions to Proposers.
Lime Feed System Improvements—Equipment AGREEMENT
Procurement
Project No. 14108_TO05 00520-1
DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
5.02 Days for Submittal of Shop Drawings
A. All Shop Drawings and Samples required by the Procurement Contract Documents will be
submitted to Buyer for Engineer's review and approval within 56 days (8 weeks) after the
date when the Procurement Contract Times commence to run as provided in Paragraph 4.01
of the General Conditions.
5.03 Days for Delivery of Goods
A. The first delivery of goods (System 1 and Pump Skid) are to be delivered to the Point of
Destination and ready for Buyer's receipt of delivery not later than 238 days (34 weeks) after
the date when Seller receives approval of Shop Drawings and Samples noted above in 5.02.
The seller shall act in good faith to improve the equipment delivery date. This will require
coordination between Seller and Buyer to early release materials and parts for purchase to
avoid third party lead time delays.
5.04 Final Inspection
A. After all of the Goods have been incorporated by the construction contractor into the Lime
Feed System Improvements Project, tested in accordance with such testing requirements as
are specified, and are functioning, as intended, Buyer or Engineer will make final inspection.
5.05 Liquidated Damages
A. Buyer and Seller recognize that time is of the essence of this Procurement Agreement and
that Buyer will suffer financial loss if the Goods are not delivered at the Point of Destination
and ready for receipt of delivery by Buyer within the times specified in Paragraph 5.03 above,
plus any extensions thereof allowed in accordance with Article 11 of the General Conditions.
The parties also recognize that the timely performance of services by others involved in the
Project are materially dependent upon Seller's specific compliance with the requirements of
Paragraph 5.03. Further, they recognize the delays, expense and difficulties involved in
proving the actual loss suffered by Buyer if complete acceptable Goods are not delivered on
time. Accordingly, instead of requiring such proof, Buyer and Seller agree that as liquidated
damages for delay(but not as a penalty) Seller shall pay Buyer the following amounts:
1. $1000 for each day that expires after the time specified in Paragraph 5.03 for delivery of
acceptable Goods;
ARTICLE 6—PROCUREMENT CONTRACT PRICE
6.01 Buyer shall pay Seller for furnishing the Goods and Special Services in accordance with the
Procurement Contract Documents as follows:
A. A Lump Sum of$1,067,220.00
ARTICLE 7—PAYMENT PROCEDURES
7.01 Submittal and Processing of Payments.
A. Seller shall submit Applications for Payment in accordance with Article 13 of the General
Conditions. Applications for Payment will be processed by Engineer and Buyer as provided
in the General Conditions.
7.02 Progress Payments
A. Buyer shall make progress payments on account of the Procurement Contract Price on the
basis of Seller's Applications for Payment as follows:
AGREEMENT Lime Feed System Improvements—Equipment
Procurement
00520-2 Project No. 14108 TO05
DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
B. The documents listed in paragraph 10.01.A. are attached to this Procurement Agreement
(except as expressly noted otherwise above).
C. There are no Procurement Contract Documents other than those listed above in this Article
10.
D. The Procurement Contract Documents may only be amended or supplemented as provided
in Paragraph 11.01 of the General Conditions.
ARTICLE 11 —MISCELLANEOUS
11.01 Defined Terms
A. Terms used in this Procurement Agreement will have the meanings indicated in the General
Conditions and the Supplementary Conditions.
11.02 Successors and Assigns
A. Buyer and Seller each binds itself, its partners, successors, assigns and legal representatives
to the other party hereto, its partners, successors, assigns and legal representatives in
respect to all covenants, agreements and obligations contained in the Procurement Contract
Documents.
11.03 Severability
A. Any provision or part of the Procurement Contract Documents held to be void or
unenforceable under any Law or Regulation shall be deemed stricken, and all remaining
provisions shall continue to be valid and binding upon Buyer and Seller. The Procurement
Contract Documents shall be reformed to replace such stricken provision or part thereof with
a valid and enforceable provision that comes as close as possible to expressing the intention
of the stricken provision.
11.04 Seller's Certifications
A. Seller certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in
competing for or in executing the Procurement Contract. For the purposes of this Paragraph
11.05:
1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value
likely to influence the action of a public official in the proposal process or in the
Procurement Contract execution;
2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to
influence the proposal process or the execution of the Contract to the detriment of Buyer,
(b) to establish Proposal or Contract prices at artificial non-competitive levels, or (c) to
deprive Buyer of the benefits of free and open competition;
3. "collusive practice" means a scheme or arrangement between two or more Proposers,
with or without the knowledge of Buyer, a purpose of which is to establish Proposal prices
at artificial, non-competitive levels; and
4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons
or their property to influence their participation in the proposal process or affect the
execution of the Contract.
(Continued on Next Page)
Lime Feed System Improvements—Equipment AGREEMENT
Procurement
Project No. 14108_TO05 00520-5
DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
11.05 Choice of Law; Venue;Waiver of Objections
A. This Procurement Agreement and its performance shall be deemed to have been fully
executed, made by both the Buyer and the Seller in, and governed by and construed in
accordance with the laws of the State of Missouri and to be performed wholly within such state,
without regard to choice or conflict of laws provisions. Both the Buyer and the Seller hereto agree
that any action at law, suit in equity, or other judicial proceeding arising out of this Agreement
shall be instituted only in the Circuit Court of Cape Girardeau County, Missouri and waive any
objection based upon venue or forum non conveniens or otherwise, and any such proceeding
shall not be removed to any Federal Court.
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AGREEMENT Lime Feed System Improvements—Equipment
Procurement
00520-6 Project No. 14108 TO05
DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
E. Seller has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies
that Seller has discovered in the Procurement Contract Documents, and the written resolution
thereof by Engineer is acceptable to Seller.
F. The Procurement Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for furnishing Goods and Special Services.
G. Seller's entry into this Procurement Contract constitutes an incontrovertible representation by
Seller that without exception all prices in the Procurement Agreement are premised upon
furnishing the Goods and Special Services as required by the Procurement Contract
Documents.
ARTICLE 10—PROCUREMENT CONTRACT DOCUMENTS
10.01 List of Procurement Contract Documents
A. The Procurement Contract Documents consist of the following which are herein incorporated
by reference and made part of this Procurement Agreement:
1. This Procurement Agreement (inclusive);
2. Performance Bond (inclusive);
3. Payment Bond (inclusive);
4. General Conditions (inclusive);
5. Supplementary Conditions (inclusive);
6. Specifications as listed in the table of contents of the Project Manual;
7. Drawings consisting of sheets numbered 100-M-0, 100-M-1, 100-M-2, and 100-M-3.
8. Addenda(number 1 inclusive);
9. Exhibits to this Procurement Agreement(enumerated as follows):
a. Seller's Proposal, solely as to the prices set forth therein (pages BF 00400-1
to BF 00400-5 , inclusive);
b. Documentation submitted by Seller(pages 1 to 15 , inclusive);
c. Purchase order from Buyer to Seller for furnishing of Shop Drawings.
10. The following which may be delivered or issued on or after the Effective Date of the
Agreement and are not attached hereto:
a. Notice to Proceed;
b. Change Orders;
c. Field Orders;
d. Work Change Directives;
e. Engineer's written interpretations and clarifications.
AGREEMENT Lime Feed System Improvements—Equipment
Procurement
00520-4 Project No. 14108 TO05
DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
1. Upon receipt of the Applications for Payment submitted in accordance with Article 13-
Payment of the General Conditions and accompanied by Engineer's recommendation of
payment in accordance with Paragraph 13.02.A of the General Conditions, the amounts
listed below, less such amounts as Engineer may determine in accordance with
Paragraph 13.02.A.5 of the General Conditions.
a. 30%of the Procurement Contract Price upon issuance of purchase order and
fully executed Agreement.
b. 20%of the Procurement Contract Price upon approval of Submittals, including
shop drawings and product data, by Engineer.
c. 40%of the Procurement Contract Price upon delivery of the equipment to the
destination.
d. 10%of the Procurement Contract Price upon successful completion of system
demonstration.
7.03 Final Payment
A. Upon receipt of the final Application for Payment accompanied by Engineer's
recommendation of payment, Buyer shall pay Seller the amount recommended by Engineer,
less any sum Buyer is entitled to set off against Engineer's recommendation, including but not
limited to liquidated damages.
ARTICLE 8—INTEREST
8.01 All monies not paid when due as provided in Article 13 of the General Conditions shall bear
interest at the statutory rate.
ARTICLE 9—SELLER'S REPRESENTATIONS
9.01 In order to induce Buyer to enter into this Procurement Agreement, Seller makes the following
representations:
A. Seller has examined and carefully studied the Procurement Contract Documents and the
other related data identified in the Proposal Documents.
B. If required by the Procurement Contract Documents to visit the Point of Destination and site
where the Goods are to be installed or Special Services will be provided, or if, in Seller's
judgment, any local condition may affect cost, progress, or the furnishing of the Goods and
Special Services, Seller has visited the Point of Destination and site where the Goods are to
be installed or Special Services will be provided and become'familiar with and is satisfied as
to the observable local conditions that may affect cost, progress, and the furnishing of the
Goods and Special Services.
C. Seller is familiar with and is satisfied as to all local federal, state, and local Laws and
Regulations that may affect cost, progress, and performance of Seller's obligations under the
Procurement Contract.
D. Seller has carefully studied, considered, and correlated the information known to Seller;
information commonly known to sellers of similar goods doing business in the locality of the
Point of Destination and the site where the Goods will be installed or where Special Services
will be provided; information and observations obtained from Seller's visits, if any, to the Point
of Destination and site where the Goods are to be installed or Services will be provided; and
any reports and drawings identified in the Procurement Contract Documents regarding the
Point of Destination and the site where the Goods will be installed or where Special Services
will be provided, with respect to the effect of such information, observations, and documents
on the cost, progress, and performance of Seller's obligations under the Procurement
Contract Documents.
Lime Feed System Improvements—Equipment AGREEMENT
Procurement
Project No. 14108_TO05 00520-3
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• DocuSign Envelope ID:42D164FD-DF13-4B5A-833F-F7DC19BFOC2C
IN WITNESS WHEREOF, Buyer and Seller have signed this Procurement Agreement in triplicate. One
counterpart each has been delivered to Buyer, Seller, and Engineer. All portions of the Procurement
Contract Documents have been signed or identified by Buyer and Seller or on their behalf.
This Procurement Agreement is dated n---1\ao-- -k_A
Buyer: Seller:
•
' ,, A.,!, GIRARDEAU CHEMCO SYSTEMS, L.P.
;_ � �`C�' �1� By: [•')a+�.d.15a1,1�x 4,
i 4 ��`cure)1//a,'C.0 1 ireeli (signature)
ca ;&�.` ,-R askin,City Manager Jared Bollman,Vice President of Sales
y7,0 yp,-`• name and title) (typed name and title)
% x!,•116• 10 s
:1; r- -. g notices: Address for giving notices:
CITY OF CAPE GIRARDEAU,DEVELOPMENT SERVICES CHEMCO SYSTEMS
44 N. LORIMIER STREET 1500 INDUSTRIAL DRIVE
CAPE GIRARDEAU, MO 63701 MONONGAHELA,PA 15063
Designated Representative: Designated Representative:
Name: Tim Richmond Name: Jared Bollman
Title: Civil Engineer II Title: Vice President of Sales
Address:44 N.Lorimier Street,Cape Girardeau,MO 63701 Address: 1500 Industrial Dr.,Monongahela, PA 15063
Phone: (573)339-6327 Phone: (724)258-0114
Facsimile: (573)339-6303 Facsimile:
Lime Feed System Improvements—Equipment AGREEMENT
Procurement
Project No. 14108_TO05 00520-7