request for proposals cationic emulsion liquid polymer

City of Davis

Request for Proposals Cationic Emulsion Liquid Polymer

Date Released: Feb 22, 2019Date and Time Due: March 29, 2019 by 2:00 p.m.

Contact Person:

John AlexanderWastewater Division Manager

Public Works1717 5th St.

Davis, CA [email protected]

City of Davis Request for ProposalsCationic Emulsion Liquid Polymer

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TABLE OF CONTENTS

TABLE OF CONTENTS .............................................................................................................................. 2

REQUEST FOR PROPOSALS – CATIONIC EMULSION LIQUID POLYMER.................................................. 3

INTRODUCTION ...................................................................................................................................... 3

OVERVIEW AND BACKGROUND.................................................................................................... 3PURPOSE OF PROJECT .................................................................................................................. 3TERM OF CONTRACT..................................................................................................................... 3

SCOPE OF SERVICES................................................................................................................................ 3

PROPOSAL REQUIREMENTS ................................................................................................................... 5

PROPOSAL CONTENT .................................................................................................................... 6PHASE I - TO BE SUBMITTED BY FRIDAY, MARCH 29, 2019. ......................................................... 6PHASE II – TO BE SUBMITTED AFTER POLYMER TRIAL TESTING IS COMPLETED.......................... 6

SUBMITTAL REQUIREMENTS.................................................................................................................. 7

EVALUATION CRITERIA AND SCORING ................................................................................................... 7

SELECTION PROCESS .............................................................................................................................. 8

EVALUATION ................................................................................................................................. 8SAMPLE COLLECTION .................................................................................................................... 8TRIAL TEST RUN ............................................................................................................................ 8

PROPOSAL SCHEDULE .......................................................................................................................... 10

COMPANIES BEING SENT THIS RFP ...................................................................................................... 10

NO OBLIGATION ................................................................................................................................... 10

MISCELLANEOUS .................................................................................................................................. 11

QUESTIONS........................................................................................................................................... 12

APPENDIX A: SAMPLE CITY OF DAVIS AGREEMENT FOR PURCHASE OF CHEMICALS .......................... 14


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REQUEST FOR PROPOSALS – CATIONIC EMULSION LIQUID POLYMER

INTRODUCTIONOverview and Background

The City of Davis is soliciting proposals from firms who are interested and qualified to provideCationic Emulsion Liquid Polymer for use in the thickening and dewatering process of municipalwastewater treatment plant sludge. It is the intent of the City to select a single firm to accomplishall services outlined in this RFP, however the City reserves the right to select multiple vendors fordifferent solids handling processes.

Purpose of Project

The purpose of this RFP is to provide minimum requirements, solicit proposals and gain adequateinformation from which the City may evaluate the proposer’s products and services as theycompare to other providers and as they pertain to the needs of the City’s organization as defined inthis document. The intent is to complete the selection of qualified candidates through a two-partprocess. The first phase will consist of a review of documentation provided by bidders and thesecond phase will evaluate product performance.

Term of Contract

The City intends to award a one (1) year contract with four (4) options to renew for one yearperiods to the most responsive bidder conforming to the RFP and meeting the City’s requirements.

SCOPE OF SERVICESGeneralThe successful proposer shall supply undiluted liquid polymer material in a sufficient quantity tomaintain continuous operation of the thickening process and the dewatering process (50 hours perweek). An approximate figure of 80,000 pounds of undiluted liquid polymer material represents thetotal amount required for one (1) year.To minimize problems in handling, operation and maintenance of the polymer feed system, and toutilize existing facilities, this agreement shall be limited to only high molecular weight CationicEmulsion Liquid Polymer for municipal wastewater sludge conditioning which is applied tomechanical thickening and dewatering equipment at the City’s Wastewater Treatment Plant.

EstimatesDue to handling limitations of the existing dewatering facility, only 2,300 pound (275 gallon) totecontainers will be considered. Typical orders have consisted of 3 totes per month. Estimates arefor acquainting potential bidders with probable quantities during the contract period and are notintended to set forth minimum or maximum quantities and should not be construed as such. TheCity reserves the right to order less or more than estimated quantities for any item without an


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increase in pricing per pound of polymer. This contract is intended for routine and continuoususage.

MaterialsPolymers shall be dispersion/emulsion type only and readily and completely soluble in water. Thepolymer must maintain ninety percent (90%) effectiveness for up to six (6) full months afterdelivery. Physical and chemical characteristics shall not change during this period. The polymermaterials in both concentrated and diluted forms shall be classified as non-hazardous material forshipping and use under applicable standards, and shall not require special handling or mixing, norshall they pose hazards to employees working with them. The polymer supplied must have a lowtoxicity with respect to contact with the skin and eyes and to accidental ingestion or inhalation.First aid procedures or other suggested medical treatment procedures for this product must befurnished by the supplier prior to delivery or first shipment. The material shall not be corrosive tothe equipment. The vendor shall be responsible for any equipment necessary to make theirpolymers compatible with the existing storage and handling facilities. All polymer containers will bestamped with the date of production and an expiration date. The supplier shall also provide a list ofpublished physical and chemical properties in the form of Safety Data Sheets (SDS).

Availability/Back OrdersSuccessful proposer shall have sufficient stock to fill any order within the stated delivery time.Supplier agrees to notify the City when out of stock on any items. Back orders must be held to aminimum. It shall be the responsibility of the supplier to immediately notify department personnelof any back-ordered item in writing and give a firm delivery promise. The supplier shall alsomaintain a current list of all department back orders and provide a copy of said list to departmentpersonnel on a monthly basis. This monthly back order report shall give the order number, partnumber, item description, quantity and delivery promise. Failure to keep back orders to a minimumor failure to provide the monthly back order report may be cause for cancellation of the contract.The City reserves the right to use other sources to purchase stock if it is not available from thesuccessful proposer.

DeliveryScheduling will be coordinated through the WWTP Senior Operator of the Wastewater TreatmentPlant based on operational needs. All deliveries will be Monday – Friday, 7:00 a.m. to 2:00 p.m. Allmaterials shall be delivered FOB to the City of Davis WWTP and be ready for immediate dilutionwith water and injection into the solids handling system. The product shall be delivered within 5-10working days from order. Vendor will provide all personnel for unloading. The delivery vehiclemust be equipped with a suitable hydraulic or electrical lifting device capable of placing shipments(275 gallon totes) near the dewatering building polymer feed areas. Delivery and quantity will beon an as-needed basis. All deliveries are subject to inspection, count and/or testing.Supplier shall be responsible for removal and final disposal of all empty polymer containers. Whenthe site reaches a maximum of six (6) empty containers, ALL empty containers shall be removed forproper disposal within ten (10) working days of receiving notification from the City.


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Special ConditionsPolymers will be used in a manner which is in the best interest of the City. Every effort should bemade by the vendor to utilize the existing polymer mix and feed systems. Should the polymerrequire in the tote mixing prior to dilution, the vendor will supply all necessary mixing equipment.If a polymer is selected other than current polymer used by the City, the City reserves the right torequire a thirty (30) day trial period for a performance comparison on various feed sludgeconditions that might occur in the digestion process. Upon evaluation of the performance of thepolymer, the City reserves the right to reject or accept the proposed polymer based on the ability toperform under various sludge conditions. If any shipment of polymer is proven to be more than fivepercent (5%) less effective than the control sample, the City reserves the right to reject thatshipment. The rejected material shall be removed by the supplier at the supplier’s expense. Thesupplier shall then replace the rejected material with satisfactory material or credit to the city forthe full delivered price of the rejected material.

Upon request, vendor shall provide technical assistance throughout the contract period forimproving the performance and utilization of their product. Vendor will be required to conducttesting, under the City’s supervision, to insure compliance with the requirements when materialsare deemed unsatisfactory.

PROPOSAL REQUIREMENTSThis section outlines specific instructions for proposal submissions. Proposers not adhering to theseinstructions shall be disqualified without further consideration.

There will be no disclosure of contents to competing firms, and all proposals will be keptconfidential during the negotiation process. Except for trade secrets and confidential informationwhich the firm identifies as proprietary, all proposals will be open for public inspection after thecontract award. All proposals become the property of the City of Davis.

The City of Davis requires comprehensive responses to every section within this RFP. Concisenessand clarity of content are emphasized and encouraged. Vague and general proposals will beconsidered non-responsive and will result in disqualifications. To facilitate the review of theresponses, Firms shall follow the described proposal format. The intent of the proposal formatrequirements is to expedite review and evaluation. It is not the intent to constrain Vendors withregard to content, but to assure that the specific requirements set forth in this RFP are addressed ina uniform manner amenable to review and evaluation. Failure to arrange the proposal asrequested may result in the disqualification of the proposal.

It is requested that proposals be limited to no more than 25 pages, excluding resumes. Proposalsshall have 1” margins and be single-sided, single spaced, using Times New Roman 12 point font. Allpages of the proposals must be numbered and the proposal must contain an organized, paginatedtable of contents corresponding to the sections and pages of the proposal.


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Proposal Content

Cover Letter of InterestPlease submit a Cover Letter of Interest signed by a duly authorized officer or representative of theApplicant, not to exceed one page in length. The Letter of Interest must also include the followinginformation:

• The principal place of business and the contact person, title, telephone numbers and emailaddress.

• A brief summary of the qualifications of the Respondent and team.• Description of organization (i.e. Corporation, Limited Liability Company, or Joint Venture).• Teams/firms submitting proposals in response to this RFP must disclose any actual,

apparent, direct or indirect, or potential conflicts of interest that may exist with respect tothe firm, management, or employees of the firm or other persons relative to the services tobe awarded pursuant to this RFP. If a team/firm has no conflicts of interest, a statement tothat effect shall be included in the cover letter.

PHASE I - to be submitted by Friday, March 29, 2019.

TAB A – QualificationsInclude description of your company’s general understanding of the scope of services and tasksnecessary to complete the service of providing polymer for the City of Davis. Include a CompanyProfile, brief description of the company, its history and services offered.

Identify competent, trained personnel familiar with thickening and dewatering of wastewatersludge along with technical knowledge of Rotary Drum Thickener (RDT) and Screw Press operation.Include any professional designations and affiliations, certifications and licenses, etc.

TAB B – ExperienceProvide a brief description of services in regard to providing, processing and delivering of polymer inmunicipal/domestic wastewater treatment facilities for solids removal over the past five (5) years.

TAB C – ReferencesProvide references for similarly successful services from at least three (3) governmental agencies,including the name of the agency, contact name, telephone, email address, gallons per dayserviced, years of service.

PHASE II – To be submitted after polymer trial testing is completed.

TAB D – Pricing, Fees and Trial Run Calculated ResultsThe proposal shall provide brand name, price per pound and any delivery surcharge.The proposal shall include any additional fees for additional services required for successfulexecution of this service but not specifically identified in this RFP or optional services that mayenhance the City’s benefit. Vendor shall provide an Excel spreadsheet with formulas for allapplicable parameter calculations at the end of the trials with finalized legible calculations for allperformance results as specified in this document including cost per dry ton.


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Tab E- Product PerformanceThe City will evaluate all products used during the trial test run on the following:

· Operational efficiency of polymer and overall RDT and Screw Press Dewateringoperation.

· Product compatibility with the City’s polymer feed equipment that leads to no cloggingor plugging of polymer feed lines.

· The percent of solids in the thickened sludge and cake from the RDT and Screw Presso Minimum % Solids for thickened sludge – 5.5%o Minimum % Solids for dewatered cake – 20%

· Polymer dose as lbs. of active polymer/dry ton of solids· The percent recovery

o Minimum percent recovery for RDT – 95%o Minimum percent recovery for Screw Press – 95%

SUBMITTAL REQUIREMENTSProposals shall be delivered to the following on or before 2:00 p.m. on Friday, March 29th, 2019:City Clerk’s OfficeCity of Davis23 Russell Boulevard, Suite 1Davis, CA 95616Attn: Proposal for Cationic Emulsion Liquid Polymer

The City will not pay for any costs incurred in preparation and submission of the proposals, or inanticipation of a contract. The format of submittals is at the discretion of the Proposer.

One electronic copy and four hard copies shall be delivered to the above address by the submissiondeadline.

Please note, the City will not accept incomplete proposals, proposals postmarked after thesubmittal due date and time, or proposals submitted via email or facsimile.

EVALUATION CRITERIA AND SCORINGThe City will evaluate proposers based on the following criteria:

Phase I

Criteria Points Possible

Qualifications 40

Experience 40

References 20

Total Points 100


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Phase II

Criteria Points Possible

Pricing and Fees 40

Product Performance 60

Total Points 100

SELECTION PROCESSEvaluation

All proposals will be screened by an evaluation committee in the described 2-part process.

Phase I – The evaluation committee shall screen and rate all of the responses that are submittedbased on the evaluation criteria.

Phase II – Those proposers selected for a short list will be invited to collect samples for benchtesting and participate in a trial run, at the proposers own expense. This invitation will notrepresent any decision on the part of the evaluation committee as to the selection of a successfulproposer.

Sample Collection

Samples for bench testing must be collected within five (5) working days prior to trial test runs forvendor specific analysis.

Trial Test Run

Trial test runs will be performed on the City’s municipal sludge using existing City equipmentlocated at the RDT and Screw press. The City’s preference is for one common product to serve RDTand Screw press operation. Understanding that RDT versus screw press operation may createpolymer performance variations, the City will consider two separate products if vendor can provesubstantial cost/performance efficiency.

Selected vendors for the trial run will furnish all sample polymer(s) at the vendor’s expense. It willbe the responsibility of the supplier to demonstrate that the polymer being proposed can performas requested. Each vendor will be limited to two (2) products per process method for trialpurposes. The material shall be free of any foreign matter or compounds that may seriouslyinfluence process operations of the wastewater treatment facilities.

The following conditions will be followed during the trial test runs of each product before awardinga contract:

a. The Wastewater Division Manager, or his designee, will schedule the polymer testing dateswith each vendor.


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b. The City will allow the vendor to operate (under direct supervision by the City) all existingthickening and dewatering equipment, if the vendor so desires to ensure the most effectiveand efficient performance of their product.

c. The vendor will be allowed up to three (3) working days to perform trial test runs forpolymer proposed based on RDT and screw press performance. Additional time, if needed,will be allowed not to exceed two (2) additional days.

d. Trial run for each product tested will be based on four (4) hour runs.

e. Samples will be collected by City personnel from each trial test at one-hour intervals, for aminimum of 3 samples per run. The following will be sampled and analyzed for:

a. Screw Press· Feed Sludge (Total Solids %)· Cake (Total Solids %)· Filtrate (Suspended Solids mg/l)

b. RDT· Feed Sludge (Total Solids %)· Thickened Sludge (Total Solids %)· Filtrate (Suspended Solids mg/l)

f. The Results of the samples will be averaged to obtain the following:· Feed sludge % dry solids· Cake and thickened sludge % dry solids· Filtrate mg/l suspended solids· % capture rate

g. Vendor shall provide Excel spreadsheet with formulas for all applicable parametercalculations at the end of each trial run with finalized legible calculations turned in to Citystaff at the end of each day of the testing period. Spreadsheet shall also include cost perdry ton of all test run trials.

The Wastewater Laboratory will furnish the trial test run sludge percent solids and filtratesuspended solids analysis results for each vendor the same day or within 24 hours of completion ofeach vendor’s test. The City will supply the following information:

a. RDT and screw press feed sludge percent solids concentration.b. RDT and screw press thickened sludge and sludge cake percent concentration.c. RDT and screw press filtrate suspended solids concentration.d. RDT and screw press percent capture ratee. Gallons used of each polymer tested for each run, to two (2) decimal places (E.g.

1.25 gallons)f. Length of each sample run, in minutes, with each product.g. Cost per dry ton per product tested.


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PROPOSAL SCHEDULEThe tentative schedule is as follows:

Anticipated Dates Steps

February 15, 2019 RFP released to the public

March 8, 2019 Deadline for questions sent via email to [email protected]

March 14, 2019 By5:00 p.m. Responses to questions (if applicable)

March 29, 2019 By2:00 p.m. Proposal submission deadline (emails and facsimiles not accepted)

April 1-15, 2019 Selection Process

April 22-26, 2019 Sample Collection

May 6-24, 2019 Trial Test Runs

July 2019 Planned Award of Contract

July 2019 Planned Notice to Proceed Issued

The above scheduled dates are tentative and City retains the sole discretion to adjust the aboveschedule or cancel all or any part of the same.

COMPANIES BEING SENT THIS RFPWhile any qualifying company can respond to this request for proposals, the City sent this RFP tothe following companies for their consideration:

· SNF Polydyne· Solenis

NO OBLIGATIONThe City reserves the right to modify this RFP package at any time prior to the proposal due date, orto extend the proposal due date, or to cancel this RFP package at any time. The City further reservesthe right to reject any and all proposals for any reason or to accept any qualifying proposal receivedwhich the City, in its sole unrestricted discretion deemed most advantageous to itself. The lowest orany proposal may not necessarily be accepted. The respondent acknowledges the City’s rights andthis clause and absolutely waives any right of action against the City for the City’s failure to acceptits proposal whether such right of action arises in contract, negligence, bad faith or any other causeof action. The acceptance of any proposal is subject to funds being legally available to complete this


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transaction and/or approval by the City Council or the officer or employee of the City havingauthority to accept the proposal.

The City of Davis is not responsible for any loss, damage or expense incurred by a respondent as aresult of any inaccuracy or incompleteness in the RFP, or as a result of any misunderstanding ormisinterpretation of the terms of this RFP on the part of the Respondent. Further, the City of Davisis not liable for any costs incurred in the preparation of the proposal submittals.

MISCELLANEOUSConfidentiality of ProposalPursuant to Michaelis, Montanari, & Johnson v. Superior Court (2006) 38 Cal.4th 1065, proposalssubmitted in response to this RFP shall be held confidential by City and shall not be subject todisclosure under the California Public Records Act (Cal. Government Code section 6250 et seq.) untilafter either City and the successful proposer have completed negotiations and entered into anAgreement or City has rejected all proposals. All correspondence with the City including responsesto this RFP will become the exclusive property of the City and will become public records under theCalifornia Public Records Act. Furthermore, the City will have no liability to the Proposer or otherparty as a result of any public disclosure of any proposal or the Agreement. If a Proposer desires toexclude a portion of its proposal from disclosure under the California Public Records Act, theProposer must mark it as such and state the specific provision in the California Public Records Actwhich provides the exemption as well as the factual basis for claiming the exemption. For example,if a Proposer submits trade secret information, the Proposer must plainly mark the information as“Trade Secret” and refer to the appropriate section of the California Public Records Act whichprovides the exemption as well as the factual basis for claiming the exemption. Although theCalifornia Public Records Act recognizes that certain confidential trade secret information may beprotected from disclosure, the City is not in a position to establish that the information that aProposer submits is a trade secret. If a request is made for information marked “Confidential”,“Trade Secret” or “Proprietary”, the City will provide Proposers who submitted the information withreasonable notice to seek protection from disclosure by a court of competent jurisdiction.

Exceptions CertificationIn submitting a proposal in response to this RFP, Proposer is certifying that it takes no exceptions tothis RFP including, but not limited to, the Agreement. If any exceptions are taken, such exceptionsmust be clearly noted in the proposal and may be reason for rejection of the proposal. As such,Proposer is directed to carefully review the attached Agreement and, in particular, the insuranceand indemnification provisions therein. Failure to include any exceptions to the RFP, including theAgreement, shall be deemed an acceptance of all terms therein by Proposer and Proposer shall nothave any further opportunity to request revisions to the same following submission of its proposal.

Amendments to ProposalsNo amendment, addendum or modification will be accepted after a proposal has been submitted toCity. If a change to a proposal that has been submitted is desired, the submitted proposal must bewithdrawn and the replacement proposal submitted to City prior to the proposal due date andtime.


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Cancellation of RFPCity reserves the right to cancel this RFP at any time prior to contract award without obligation inany manner for proposal preparation, interview, fee negotiation or other marketing costsassociated with this RFP.

Price ValidityPrices provided by Proposers in response to this RFP are valid for 100 days from the proposal duedate. The City intends to award the contract within this time but may request an extension from theProposers to hold pricing, until negotiations are complete and the contract is awarded.

No Commitment to AwardIssuance of this RFP and receipt of proposals does not commit the City to award a contract. Cityexpressly reserves the right to postpone the RFP process for its own convenience, to accept orreject any or all proposals received in response to this RFP, to negotiate with more than oneProposer concurrently, or to cancel all or any part of this RFP.

Right to Negotiate and/or Reject ProposalsCity reserves the right to negotiate any price or provision, task order or service, accept any part orall of any proposals, waive any irregularities, and to reject any and all, or parts of any and allproposals, whenever, in the sole opinion of City, such action shall serve its best interests and thoseof the tax-paying public. The Proposers are encouraged to submit their best prices in theirproposals, and City intends to negotiate only with the Proposer(s) whose proposal most closelymeets City’s requirements at the lowest estimated cost.

Prevailing WageProposers shall take cognizance of the requirements of California Labor Code Sections 1720 et seq.and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“PrevailingWage Laws”), which require the payment of prevailing wage rates and the performance of otherrequirements on certain “public work” and “maintenance” projects. The Proposer must agree tofully comply with and to require its subcontractors/subconsultants to fully comply with suchPrevailing Wage Laws to the extent applicable.

QUESTIONSFor each proposal, all questions and clarifications from staff need to be public and available to allrespondents. Sample language on how to collect comments and address them is included below.You want to include the time and date of the cutoff for questions.

Questions about this RFP should be made in writing and emailed to [email protected] ormailed to 1717 5th St. Davis, CA 95616. All requests for information or questions must be submittedby 5:00 p.m. on March 8, 2019. Questions submitted after the due date or via phone will not beaccepted. All questions and answers will be published.


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APPENDIX A: SAMPLE CITY OF DAVIS AGREEMENT FOR PURCHASE OFCHEMICALS

(SEE NEXT PAGE)

CITY OF DAVISAGREEMENT FOR

PURCHASE OF CHEMICALS

This Agreement for Purchase of Chemicals (hereinafter referred to as “Agreement”) ismade and entered into this _____ day of _________________, 20___, by and between the Cityof Davis, a municipal corporation organized and operating under the laws of the State ofCalifornia with its principal place of business at 23 Russell Boulevard, Davis, CA 95616(“City”), and [INSERT SUPPLIER NAME] a [INSERT TYPE OF ENTITY -CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]with its principal place of business at [INSERT ADDRESS] (hereinafter referred to as“Supplier”).

RECITALS

A. City is a public agency of the State of California and operates, among other facilities a[INSERT TYPE OF FACILITY] facility (hereinafter referred to as “Facility”).

B. City desires Supplier to provide [INSERT CHEMICAL NAMES] to City for use at itsFacility.

C. Supplier is duly licensed and has the necessary qualifications to fulfill the obligations setforth herein.

D. The parties desire by this Agreement to establish the terms for City to purchase andacquire the goods specified herein.

AGREEMENT

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Agreement Duration. This Agreement shall commence on [INSERT DATE], and shall bein effect up to and including [INSERT DATE].

2. Method of Ordering.

2.1 Supply and Purchase of Goods. [INSERT CHEMICAL NAMES] supplied andpurchased under this Agreement (“Goods”) shall be in compliance with the mostcurrent [INSERT APPLICABLE STANDARD; I.E., ANSI/AWWA] standardfor each chemical listed.

2.2 Request for Delivery. On an as needed basis, City shall submit to Supplier aconfirmed request for delivery of specific Goods, consistent with contactinformation provided in Section 15.

3. Price. Price for Goods supplied under this Agreement shall be in accordance withSupplier's quotation, attached hereto and incorporated by reference herein as Exhibit “A.”The unit price ($/weight of chemical) shall be fixed as set forth in Exhibit “A.”Notwithstanding the preceding, the unit price ($/weight of chemical) may be adjusted

City of Davis – Agreement for Purchase of Chemicals (Name of Supplier)

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during the term of this Agreement, if such adjustment was contemplated in the originalprice quotation/bid supplied to the City, along with backup documentation, and the City,in its sole discretion, accepted the fixed price and the price adjustment. Except whereotherwise noted on Exhibit “A,” the unit price shall be based on the price per weight ofactual active chemical. The unit price shall be all inclusive of Supplier's profit, overheadand costs of producing and delivering the chemical. Separate charges for permit fees,regulatory compliance, taxes, fuel, cleanup will not be accepted. These and all other costsshall be included in the unit price.

4. Extension of Term/Renewal. After the completion of the initial term of the Agreement, atthe City's option, the Agreement may be extended at the original, fixed unit price and anyaccepted price adjustments. At least thirty (30) days prior to the expiration of the term ofthe Agreement and any extensions thereto, Supplier may submit a request for a unit priceadjustment to the City, which must be submitted along with back-up documentationsupporting the unit price adjustment. Should the City, in its sole discretion, accept anadjustment in the price upon extension/renewal of the Agreement, such adjustment shallbe made in writing and attached as a revised Exhibit “A.” Nothing set forth herein shallobligate the City to extend/renew this Agreement and adjust the unit price upon suchrenewal/extension.

5. Delivery. Supplier shall deliver Goods within three business days of a confirmed requestfor each delivery. Hours of delivery shall be Monday through Friday, [INSERT TIMES].

5.1 Business Hours. Within one month of the execution of this Agreement, Suppliershall submit to the City dates Supplier will not be able to deliver Goods due toplanned maintenance, holidays or other events that might affect chemicalproduction or delivery.

5.2 Chemical Delivery. Supplier’s delivery personnel shall have the applicableadapter/connectors and hoses to complete the chemical delivery.

5.3 Minimum Standards. Goods delivered shall meet or exceed all of the currentANSI/AWWA minimum standards.

5.4 NSF Certification. The City requires all supplied Goods to carry NSF 60certification. “NSF” shall be stamped directly on the delivery paperwork.

5.5 Certificate of Analysis. A certificate of analysis (hereinafter referred to as “C ofA”) is required with each load before the Goods can be unloaded.

5.6 Samples. Delivery vehicles shall be equipped to safely provide samples of Goods,before off loading.

5.7 Weight-Master's Certificate. A weight-master’s certificate shall be included at thetime of delivery. The certificates shall show the weight of the material delivered.If a split transport load is handled, Supplier shall furnish a second weight-master’scertificate within one (1) hour of the original shipment.


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5.8 MSDS/SDS. Under this Agreement, a manufacturer’s Material Safety Data Sheet(MSDS) or Safety Data Sheet (SDS) shall be included with the first delivery of theGoods or after any change in composition of the product, a change inmanufacturing process, a change in supplier, or a change in labeling/packaging ofthe product.

5.9 Prior to delivery and after the truck has been loaded, all tanker fill/drain accessesshall be sealed with security tags, the serial numbers recorded and faxed to theFacility. Tags removed by an authorized agency (e.g., D.O.T., CHP) shall bereplaced with a tag from that agency. Broken tags shall be kept with the deliverytruck to be shown to the Facility personnel prior to discarding.

5.10 Location. Deliveries shall be made to:

City of Davis[INSERT ADDRESS]Attn: [INSERT NAME AND TITLE]

6. Inspection. Delivery does not constitute acceptance. The City reserves the right toinspect any Goods for conformance with the specifications contained herein. Goodsdiscovered to be in noncompliance shall be returned and immediately replaced withconforming Goods at Supplier’s sole expense. The City shall be reimbursed for anyadditional cost incurred as a result of Supplier’s lack of conformance.

A representative of the City may examine Supplier's inventory and production facilities atany time during the life of this Agreement.

7. Goods Specification and Quantity Estimate. The City estimates the quantity of Goods tobe required for the City's operation of the Facility as indicated on Exhibit “A”, attachedhereto and incorporated by reference herein. Weights are based on actual active chemicalweight. Quantities of Goods listed may be increased or decreased to meet therequirements of the City during the duration of this Agreement. The City does notguarantee a minimum quantity, and the City reserves the right to purchase more or lessproduct units on an as-needed basis.

8. Personal Protective Equipment (PPE). Supplier shall wear appropriate PPE when takingsamples and off-loading product.

9. Emergency Spill Plan. In the event of accidents or spills on City property, Supplier shallfollow the procedures of its Emergency Spill Plan, attached hereto and incorporated byreference herein as Exhibit “B.” The Emergency Spill Plan shall include, at a minimum,the annual training the delivery driver receives to deal with material spills, emergencyequipment the delivery truck has on board, the type and frequency of equipmentinspections, emergency contact telephone numbers and names of personnel the City cancontact in case of problems.

10. Security. Due to heightened security measures, Supplier shall be required to email aphotocopy of the driver's photo identification, security tag serial numbers and traileridentification no later than two hours before delivery to the following.


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Contact Email[INSERT NAME AND TITLE] [INSERT EMAIL]

11. Safety and Compliance with the Law. Supplier and Goods provided shall comply with allapplicable laws and regulations of the federal, state and local government includingCal/OSHA requirements, requirements for verification of employees' legal right to workin the United States, air pollution control laws and regulations as applicable to theSupplier, and all relevant U.S. Department of Transportation or Department of HomelandSecurity regulations pertaining to transportation of hazardous waste, substances and/ormaterials, as those regulations may be amended from time to time and/or incorporatedinto state or local laws, regulations and ordinances. If requested, Supplier shall supply tothe City information regarding the Supplier's safety ratings, safety audits andimplementation of security plans or measures for complying with said regulations.

Supplier is responsible for all costs of clean up and/or removal of hazardous and toxicsubstances spilled as a result of his or her services or operations provided under thisAgreement.

12. Termination. The City reserves the right to terminate this Agreement in its entirety at nocost, except for Goods delivered and accepted. The City shall notify Supplier no less than30 days prior to the date of termination of the Agreement. Notwithstanding theforegoing, the City reserves the right to terminate for cause effective immediately uponnotice to Supplier. Reasons for termination of the Agreement for cause include, but arenot limited to, the following:

· The Goods are not compatible to the Facility equipment or are not providingacceptable process performance;

· Poor Goods quality;· Poor or unsafe delivery container quality; and/or· Failure of Supplier to meet any of the Agreement terms and conditions.

[***CITY RISK MANAGER TO REVIEW LIMITS***]13. Insurance. The Supplier shall maintain the following insurance during the performance

of all services/work under this Agreement. Should any of the required coverage lapse orbe cancelled during the term of this Agreement, the Supplier shall be obligated to notifythe City immediately in writing. All insurance certificates and endorsements requiredhereunder shall be attached hereto as Exhibit “C.”

A. Commercial General Liability Insurance, of at least $2,000,000 per occurrence/$2,000,000 aggregate (if used) for bodily injury, personal injury and property damage, atleast as broad as Insurance Services Office Commercial General Liability coverage(Occurrence Form CG 00 01). Policies shall not contain any exclusion contrary to thisAgreement including but not limited to endorsements or provisions limiting coverage for(1) contractual liability (including but not limited to ISO CG 24 26 or CG 21 39); (2)cross-liability for claims or suits by one insured against another; or (3) severability ofinterest. The general liability coverage shall give City of Davis, the City Council,members of the City Council and City officers, employees, and agents additional insured


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status using ISO endorsement CG 20 10, CG 20 37, or endorsements providing the exactsame coverage. The general liability insurance shall be primary (using ISO CG 20 01, orendorsements providing the exact same coverage) and any insurance, self-insurance orother coverage maintained by the City shall not contribute to it.B. Automobile Liability Insurance including coverage for owned, non- and hiredvehicles (Coverage Symbol 1, any auto) of at least $2,000,000 per occurrence for bodilyinjury and property damage, at least as broad as Insurance Services Office Form NumberCA 00 01. The automobile liability policy is to contain, or be endorsed to contain thefollowing provisions: Pollution Liability – Broadened Coverage for Autos using ISOForm CA 9948, or an endorsement containing the exact same coverage and endorsementfor Motor Carrier Policies of Insurance for Public Liability Under Sections 29 and 30 ofthe Motor Carrier Act of 1980 – Form MCS 90. In the event that the automobile liabilitypolicy contains an exclusion for Wrong Delivery of Liquid Products, ISO Form CA 2305, or similar exclusion endorsement, the general liability policy shall be endorsed toprovide this coverage.

C. Environmental Impairment Liability of at least $2,000,000 per claim and $2,000,000annual aggregate. If coverage is written on a claims made basis, the retroactive date is tobe no later than the effective date of this Agreement. This coverage must be maintainedfor at least 24 months following the expiration date of this Agreement.

D. Workers’ Compensation (statutory limits) and Employer's Liability Coverage of atleast $1,000,000 per occurrence. By its signature hereunder, the Supplier hereby certifiesthat he/she is aware of the provisions of Section 3700 of the California Labor Code whichrequires every employer to be insured against liability for workers’ compensation or toundertake self-insurance in accordance with the provisions of that code, and he/she willcomply with such provisions before commencing services or operations under thisAgreement.

E. Insurance carriers shall have not less than an “A-” Financial Strength Rating andFinancial Size Category of not less than “Class VII” according to the latest Best KeyRating Guide unless otherwise approved by the City. Certificates of insurance and policyendorsements shall be filed with the City prior to Work commencing. If any of therequired coverages expire during the term of this Agreement, the Supplier shall deliverthe renewal certificate(s), including the general liability additional insured endorsement,to the City prior to the expiration date.

F. Notwithstanding the minimum limits set forth in this section, any available insuranceproceeds in excess of the specified minimum limits of coverage shall be available to theparties required to be named as additional insureds. Defense costs shall be paid inaddition to the limits.

G. Any failure to comply with reporting or other provisions of the policies, includingbreaches of warranties, shall not affect coverage provided to the City, the City Council,members of the City Council and City officers, employees, and agents.

H. Supplier shall ensure that third party shippers contracted by Supplier to deliver theGoods have insurance coverage meeting the minimum requirement specified herein as


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determined by the City in its sole discretion. Use of third party shippers shall not exemptSupplier from its own compliance with all insurance requirements specified herein.

14. Hold Harmless and Indemnification. To the fullest extent permitted by law, the Suppliershall indemnify, defend, and hold harmless the City, its officials, officers, employees, andagents, against any and all claims, liabilities, expenses or damages, including reasonableattorneys’ fees, for injury or death of any person, or damage to property, or interferencewith use of property, or any claim of the Supplier or independent suppliers hired bySupplier under this Agreement for wages or benefits which arise in connection with theperformance of the Agreement and the sale or delivery of the Goods, except to the extentcaused or resulting from the sole negligence or willful misconduct of the City. Theforegoing indemnity includes, but is not limited to, the cost of prosecuting or defendingsuch action with legal counsel acceptable to the City and reimbursement of the City’sattorneys’ fees incurred in such an action. Supplier’s obligation to indemnify shallsurvive the expiration or termination of the Agreement and shall not be restricted toinsurance proceeds, if any, received by the City, its officials, officers, employees, andagents.

15. Notice. Any notice required under this Agreement shall be provided as follows:

City of Davis[INSERT ADDRESS]Attn: [INSERT NAME AND TITLE]

[INSERT NAME OF SUPPLIER][INSERT ADDRESS]Attn: [INSERT NAME ANDTITLE]

16. Independent Transactions. Each shipment shall constitute a separate and independenttransaction and Supplier may recover for each such shipment without reference to anyother. Supplier may decline to make further deliveries under this Agreement beforepayment of any amounts past due or satisfactory security for such payment is received.

17. Supplier’s Weights Govern. In case of a dispute concerning the weight of Productdelivered in bulk carload or tank car shipments, Supplier’s weight, certified to by a swornWeigh-master, shall govern absent manifest error.

18. Warranty. Determination of the suitability of the Product supplied hereunder for the usesand applications contemplated by the City and others shall be the sole responsibility of theCity. Supplier warrants that the Product delivered hereunder meets the [INSERTAPPLICABLE STANDARD; I.E., ANSI/AWWA] standard for [INSERT CHEMICALNAMES]. SUPPLIER MAKES NO OTHER EXPRESS WARRANTIES. EXCEPT ASOTHERWISE PROVIDED IN THIS AGREEMENT, THE CITY ASSUMES ALL RISKAND LIABILITY FOR ALL LOSS, DAMAGE OR INJURY TO PERSON ORPROPERTY, INCLUDING WITHOUT LIMITATION POLLUTION,ENVIRONMENTAL DAMAGE AND RESTORATION LIABILITY, RESULTINGFROM (I) THE USE OF SAID PRODUCT IN MANUFACTURING PROCESSES OR INCOMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE (II) THEHANDLING AND DISPOSAL OF THE PRODUCT.

19. Taxes. Any applicable taxes are already included in the pricing set forth in Exhibit “A.”


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20. Force Majeure. Neither party shall be liable for its failure to perform hereunder if saidperformance is made impracticable due to any circumstances beyond the reasonablecontrol 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 orregulation of government agency or authority, or inability to obtain material (includingpower and fuel), equipment or transportation. The affected party may omit purchases ordeliveries during the period of continuance of such circumstances and the Agreementquantity shall be reduced by the quantities so omitted. During any period when Suppliershall be unable to supply the total demands for any Good provided for in this Agreement,whether caused by the circumstances specified above or otherwise, Supplier may allocateany available Good among all buyers including its own divisions and departments, onsuch basis as it may deem fair and practical.

21. Waiver. Each party’s waiver of any breach, or failure to enforce any of the terms andconditions of this Agreement, at any time, shall not in any way affect, limit or waive itsright thereafter to enforce and compel strict compliance with every term and conditionhereof. The acceptance by the Supplier of any payment after the specified due date shall notconstitute a waiver of the City's obligation to make further payments on the specified dates.

22. Integration. This Agreement represents the entire understanding of the City and Supplieras to those matters contained herein, and supersedes and cancels any prior oral or writtenunderstanding, promises or representations with respect to those matters coveredhereunder. This Agreement may not be modified or altered except in writing signed byboth parties hereto. This is an integrated Agreement.

23. Laws, Venue and Attorneys' Fees. This Agreement shall be interpreted in accordancewith the laws of the State of California. If any action is brought to interpret or enforceany term of this Agreement, the action shall be brought in a state or federal court situatedin the County of Yolo, State of California. In the event of any such litigation between theparties, the prevailing party shall be entitled to recover all reasonable costs incurred,including reasonable attorney's fees, as determined by the court.

24. Labor Code Requirements. Supplier is aware of the requirements of California LaborCode Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations,Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment ofprevailing wage rates and the performance of other requirements on “public works” and“maintenance” projects. Since the work performed under this Agreement involves theperformance of “public works” or “maintenance,” as defined by the Prevailing WageLaws, and since the total compensation is $1,000 or more, Supplier agrees to fully complywith such Prevailing Wage Laws. Upon request, City shall provide Supplier with a copyof the prevailing rates of per diem wages in effect at the commencement of thisAgreement. Supplier shall make copies of the prevailing rates of per diem wages for eachcraft, classification or type of worker needed to execute the work under this Agreementavailable to interested parties upon request, and shall post copies at the Supplier’sprincipal place of business and at the site of the work. Supplier shall defend, indemnifyand hold the City, its officials, officers, employees and agents free and harmless from anyclaim or liability arising out of any failure or alleged failure to comply with the PrevailingWage Laws. Any stop orders issued by the Department of Industrial Relations against


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Supplier or any subcontractor that affect Supplier’s performance of services, includingany delay, shall be Supplier’s sole responsibility and Supplier shall indemnify City fromliability arising out of the same. It shall be mandatory upon the Supplier and allsubcontractors to comply with all California Labor Code provisions, which include butare not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),employment of apprentices (Labor Code Section 1777.5), certified payroll records (LaborCode Section 1776), hours of labor (Labor Code Sections 1813 and 1815), debarment ofcontractors and subcontractors (Labor Code Section 1777.1), and contractor andsubcontractor registration (Labor Code Sections 1725.5 and 1771.1). The requirement tosubmit certified payroll records directly to the Labor Commissioner under Labor Codesection 1771.4 and to be registered with the Department of Industrial Relations shall notapply to work performed on a public works project that is exempt pursuant to the smallproject exemption specified in Labor Code Sections 1771.4, 1725.5 and 1771.1.

25. Third Party Rights. Nothing in this Agreement shall be construed to give any rights orbenefits to anyone other than the City and Supplier.

26. Severability. The unenforceability, invalidity or illegality of any provision(s) of thisAgreement shall not render the other provisions unenforceable, invalid or illegal.

[SIGNATURES ON FOLLOWING PAGE]


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SIGNATURE PAGE FOR AGREEMENT FOR PURCHASE OF CHEMICALS

BETWEEN THE CITY OF DAVIS

AND [***INSERT NAME***]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dayand year first above written.

CITY OF DAVISApproved By:

[INSERT NAME][INSERT TITLE]

Date

Attested By:

City Clerk

Approved As To Form:

City Attorney

[INSERT SUPPLIER NAME]

Signature

Name

Title

Date


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Exhibit “A”Product Specification and Quantity Estimate

and

Supplier's Quotation


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Exhibit “B”Emergency Spill Plan


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Exhibit “C”Insurance Certificates

request for proposals cationic emulsion liquid polymer

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