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Home My WebLink AboutContracts & Agreements_113-2003_CCv0001.pdf DOCUMENT 00520 PROCUREMENT CONTRACT THIS PROCUREMENT CONTRACT(herein called Contract) is by and between City of Redlands, California, USA(herein called OWNER)and ZENON Environmental Corporation,5051Commercial Circle, Suite B. Concord,California, USA 94520(herein called SUPPLIER). OWNER and SUPPLIER, in consideration of the mutual covenants herein set forth,agree as follows: ARTICLE I - GOODS AND SERVICES 1.1 SUPPLIER shall provide Goods and Services as specified or indicated in the Procurement Documents based on the acceptance by OWNER of SUPPLIER's Bid. 1.2 The Goods to be furnished are generally described as follows: Membrane Filtration System that includes six (6) trains with 15 cassettes for a total of 90 cassettes, membrane support frames, membranes, permeate collection piping, permeate pumps, air scour distribution piping, air scour blowers, vacuum pumps, membrane chemical cleaning feed pumps, process instrumentation, valves, side stream rotary drum screen with compactor and PLC control system designed to provide 6.0 mgd recycled water. Process equipment, piping, and valves to be shipped loose and installed by the Contractor. Design and equipment shall be provided as indicated in Zenon proposal dated March 15, 2002 1.3 The following Services are required: Zenon shall provide complete technical support service through all phases of the project, from receipt of purchase order, submittals, equipment shipment, commissioning and performance testing, and plant operation. Field Service, Installation Assistance, Commissioning, and Operator Training shall be as presented in SUPPLIER's proposal. 1.4 The agreed upon Goods and Services shall be provided after written notification from Contractor within the number of days established by the following schedule: ITEM Initial receipt by ENGINEER of Shop Drawings, data and 45 days samples Delivery of equipment to the Point of Delivery: Earliest acceptable delivery 140 days Completion of delivery 220 days 1.5 The places where Goods are to be delivered (Point of Delivery) is designated as: City of Redlands Wastewater Treatment and Disposal Facilities, Nevada Street, Redlands, California. April 2002 00520-1 6192A 10 Cl)OCTIMENTSAND SETTINGS,,RFLISJ,OCAL SETTINGS,TEMPORARY INTERNET FILESOLKCIREVISED ZENON PROCUREMENT-DOC 1.6 For purposes of Article 1, Contractor's Notice shall be as set forth in 15.01, Document 00700- Procurement General Conditions. ARTICLE 2- ENGINEER 2.1 The Project has been designed by Carollo Engineers, P.C. who is referred to in the Procurement Documents as ENGINEER. ENGINEER, and its duly authorized agents, are to act as OWNER's representatives and assume all duties and responsibilities and have the rights and authority assigned to ENGINEER in the General Conditions. ARTICLE 3- PAYMENT AND PROCEDURES 3.1 Progress Payments. SUPPLIER shall submit an Application for Payment to OWNER, claiming the amount due in accordance with the schedule of payments and the Procurement Documents. 3.2 Schedule of Payments. SUPPLIER shall be entitled to claim payments for Goods and Services in accordance with the following schedule: Payment(Cumulative Goods and Services Provided Percentaae of Contract Price) Final approval of Shop drawings,data and samples 10 Receipt and acceptance of all equipment in 85 acceptable condition and preliminary O&M Manual,partial shipments and invoicing for partial shipments is permitted Completion of installation by CONTRACTOR. 95 including field testing and installation check Final acceptance of Performance Test by OWNER 100 3.3 Retainage. Per the Construction Contract Documents. 3.4 Final Payment. Upon completion of installation and final acceptance by OWNER of all Goods and Services of the SUPPLIER such acceptance to not be unreasonably withheld, final payment may be claimed by SUPPLIER. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. April 2002 0052-0-2- 6192A 10 CDOCUMENTS AND SETTINGS-RFLISIOCAL SETTINGS'JEMPORARY INTERNET FILESiOLKCREVISED ZENON PROCUREWNIf-DOC ARTICLE 4- LIQUIDATED DAMAGES 4.1 OWNER and SUPPLIER recognize that time is of the essence of this Contract and that OWNER will suffer financial loss if the Goods and Services are not furnished within the times specified in Article 1, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Goods and Services are not furnished on time. Accordingly, instead of requiring any such proof, OWNER and SUPPLIER agree that as liquidated damages for delay (but not as a penalty) SUPPLIER shall pay OWNER the following sums for each day that expires after the times indicated: Liquidated Damages, Item Days From NTP 1) per day Equipment delivery to jobsite as follows: Appurtenances to be installed by 140 $1,000 Contractor Membrane Cassettes 220 $3,000 Acceptable Performance Test(2) 60 days after start of $3,000 performance test Not to exceed 175 days (1) Notice To Proceed from Contractor to SUPPLIER or date ENGINEER provides approval of shop drawings, whichever date is latest. (2) Performance Test shall not begin until ENGINEER advises SUPPLIER in writing that the Contractor has completed installation of the equipment supplied by SUPPLIER and that the Contractor has completed the installation checklists provided to the Contractor by SUPPLIER. Contractor is to be responsible for any delays in satisfactorily completing the Performance Test due to faulty installation of equipment or materials. OWNER shall have the right to deduct the liquidated damages from any money in its hands, otherwise due,or to become due,to SUPPLIER, or to initiate applicable dispute resolution procedures and recover liquidated damages for nonperformance of this Contract within the time stipulated. ARTICLE 5- PROCUREMENT DOCUMENTS 5.1 The Procurement Documents which comprise the entire agreement between OWNER and SUPPLIER consist of the following: 1. This Contract, Document 00520; 2. Assignment of Contract Document 00608; 3. Surety's Agreement to Assignment Document 00610; April 21002 00520-3 6192A 10 C'DOCUMENTS AND SETrINGSAFLISTOCAL SETTINGSJENVORARY INTERNET FILES'IOLKCREVISED ZENON PROCUTREMENT.DOC 4. Warranty Bonds 00618; 5. Exhibits to this Contract; 6. Notice to Proceed; 7. General Conditions, Document 00700; 8. Specifications, Membrane Bioreactor System, Document 11240; 9. Engineering Agreement between OWNER and SUPPLIER dated May 15, 2001, 10. Proposal for a Membrane Bioreactor System for the City of Redlands dated March 15, 2002.This includes the main equipment as listed in the proposal and as shown on the P&ID drawings contained in the appendices, and recommended storage procedures for the membrane equipment, 11. Service Agreement between OWNER and SUPPLIER dated February 22, 2002, 5.2 There are no Procurement Documents other than those listed in this article. The Procurement Documents may be amended, modified, or supplemented only as provided in the General Conditions. ARTICLE 6- ASSIGNMENT OF PROCUREMENT CONTRACT 6.1 This Contract will be assigned by OWNER to CONTRACTOR, and SUPPLIER will accept such assignment, pursuant to the Procurement Documents. In the application of the terms and conditions of the Procurement Documents after said assignment, SUPPLIER will function as a subcontractor to the CONTRACTOR, and all obligations of SUPPLIER to OWNER will become obligations of SUPPLIER to the CONTRACTOR. Notwithstanding this assignment, the guarantees and warranties specified in the Procurement Documents are intended for the benefit of OWNER and the CONTRACTOR, and may be enforced by either party. 6.2 Assignment of the Procurement Contract shall be accomplished on Document 00608 and Document 00610, a copy of which is attached to this Procurement Contract. ARTICLE 7- MISCELLANEOUS 7.1 Terms used in this Contract, which are defined in Article I of the General Conditions,will have the meanings indicated in the General Conditions. April 2002 00520-4 6192A 10 C DOCUMENTS AND SETTrNGS�RFLIS\LOCAL SETTINGS',TEMPORARY PNTERNET FTLES'OLKOREVISED ZENON PROCUREMENT-DOC 7.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law); and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Procurement Documents. 7.3 OWNER and SUPPLIER each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect of all covenants, agreements, and obligations contained in the Procurement Documents. 7.4 The business address of SUPPLIER given herein is hereby designated as the place to which all notices, letters, and other communication to SUPPLIER will be mailed or delivered.The address of OWNER appearing herein is hereby designated as the place to which all notices, letters, and other communication to OWNER shall be mailed or delivered. Either party may change its address at any time by an instrument in writing delivered to ENGINEER and to the other party. 7.5 Where SUPPLIER has procured the equipment, including membranes, in accordance with the OWNER's purchase order and the equipment is ready for shipment to the project site, and where the OWNER is not ready to receive the equipment, the OWNER shall be responsible for the sourcing and cost associated with providing a local bonded warehouse (location selected by OWNER in California) for the storage of equipment received from SUPPLIER. CONTRACTOR will be responsible for unloading the equipment at the warehouse as well as reloading of equipment for delivery to site. Freight cost from warehouse to site shall also be the responsibility of the CONTRACTOR. At the CONTRACTOR's expense, inspect the equipment with SUPPLIER's representative and to certify that the materials have been received. Delivery of equipment to the local bonded warehouse will permit SUPPLIER to invoice as though equipment has been received onsite. 7.6 Contract person assigned by SUPPLIER for this project is Robert Flis, Oakville, Ontario, Canada, phone (905) 465-3030, extension #3286. 7.7 Contact person assigned to represent OWNER for this project is Todd Henderson , Carollo Engineers, (Santa Ana Office), phone (714) 540-4300. April 2002 00520-5 6192A10 C`DOCUNIENTS AND SETrENGS",RFLISLOCAL SETTINGS'TEMPORARY INTERNET FILES',OI,KC REVISED ZENON PROCLREMENT.130C IN WITNESS WHEREOF,OWNER and SUPPLIER have signed this Contract. Two counterparts have been delivered to OWNER,and one counterpart each has been delivered to SUPPLIER, Surety,and ENGINEER. This Contract will be effective on OWNER: SUPPLIER: City of Redlands Zeno�nE;,-nviron ental Corporati By Karl N. Haws, Mayor By: Title: Title: Address for giving notices: Address for giving notices: P. O. Box 3005 c/o ZENON Environmental Inc. Redlands.CA 92373 3239 Dundas Street West Attest: Oakville,Ontario, Canada L6M 4132 Lorri: ' Poyzer66ky Clerk END OF DOCUMENT April 2002 00520-6 6192A 10 CADOCUTIMENTS AND SET TINGS'RIFLI&LOCAL SETTINGS1EIMPORARY INTERNET FILES',0LICCNEVISED ZENON PROCUREMENT.130C DOCUMENT 00608 ASSIGNMENT OF CONTRACT The Contract between City of Redlands, California (OWNER)and Zenon Environmental Corporation(SUPPLIER)for the procurement of Membrane Bioreactor System under the Procurement Documents entitled Proposal for a Zenon Zenogem°(Zeeweed@ Membrane Bioreactor System for the City of Redlands Wastewater Treatment Plant,California, is hereby assigned,transferred, and set over to J R Filanc Construction Company, inc. , the CONTRACTOR for the General Construction Work,who shall be totally responsible for all work performed by the assigned and for the OWNER's obligations and rights contained in the Procurement Documents. SUPPLIER shall provide written consent to OWNER prior to assignment of the Contract to CONTRACTOR. This assignment will be effective on the Effective Date of the Contract between the OWNER and the CONTRACTOR for the General Construction Work. ASSIGNMENT DIRECTED BY: City of Redlands California Date: June 3, 2003 For OWNER Karl N. Haws Attest: �� , � - �.,�' By: Mayor Loril Poyze �Yity Clerk (Signature) (Title) ASSIGNMENT CONSENTED TO BY: Zenon Environmental Corporation SUPPLI d ( ignature) (Title) ASSIGNMENT ACCEPTED BY: FI J-A. ANC CONSTRUCTION COP Y, INC. CONTRACTOR t PETER r L s _u By: (Signature) (Title) PETER J. FILAINC PUSEDENT END OF DOCUMENT March 2002 00608-1 6192A10 C:MINDOW&JEMP L_wpd