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HomeMy WebLinkAboutItem 06.i Date: November 20, 2017 Item No. ACCEPTANCE OF BIDS AND APPROVAL OF CONTRACTS FOR WATER TREATMENT CHEMICALS WITH DPC INDUSTRIES, INC., CARUS CORPORATION, AND HAWKINS, INC. Proposed Action Staff recommends adoption of the following motion: Move to accept bids and approve contracts for water treatment chemicals with DPC Industries, Inc., Carus Corporation, and Hawkins, Inc. Overview The department solicits bids annually for its water treatment chemicals. The chemicals in the bid package provide for disinfection of the water and distribution system, oxidation and removal of iron and manganese, fluoridation of the water to meet state standards, and inhibit the reintroduction of ferrous metals into the water distribution system. Five vendors submitted bids for the chemicals. Bids were evaluated in terms of unit pricing and chemical suitability for the water treatment process. Each met the chemical requirements for the products bid. DPC Industries, Inc. submitted the lowest bid for fluoride at $27,456.00. Carus Corporation submitted the lowest bid for potassium orthophosphate at $75,200.00. Hawkins, Inc. submitted the lowest bid for chlorine at $29,280.00. Aggregate chemical prices for 2018 show a small decrease, approximately 2 percent, in comparison with 2017 prices. An advertisement requesting bids was published on October 27, 2017 and sealed bids were opened on November 8, 2017. Staff recommends approval of the bids and award of the contract. Primary Issues to Consider • What is the importance of water treatment chemicals? Use of these chemicals is required to comply with the federal Safe Drinking Water Act and state requirements. Supporting Information • A copy of the bid tabulation and contracts are attached. Financial Impact: $131,936.00 Budgeted: Yes Source: 7681.6126 Related Documents (CIP, ERP, etc.): Envision Lakeville Community Values: Good Value for Public Services Report Completed by: Neil Normandin, Public Works and Facilities Coordinator BID TABULATION 2018 LAKEVILLE WATER TREATMENT CHEMICALS Bid Opening: Wednesday, November 8, 2017, 11:00 a.m. Vendor Bid Bond Hydroflourosilicic Acid Chlorine Potassium Orthophosphate 1-Ton Cylinders Shannon Chemical Corporation Yes 102,800.00 Cost per pound: 0.5140 Mosaic Global Sales, LLC Yes 35,640.00 Cost per pound: 0.2970 Carus Corporation Yes 75,200.00 Cost per pound: 0.3760 DPC Industries, Inc Yes 27,456.00 29,904.00 Cost per pound: 0.2288 0.2492 Hawkins, Inc. Yes 28,944.00 29,280.00 77,720.00 Cost per pound: 0.2412 0.2440 0.3886 CONTRACT FOR THE PURCHASE OF HYDROFLUOROSILICIC ACID THIS AGREEMENT made this 20th day of November 2017, by and between the CITY OF LAKEVILLE, hereinafter referred to as the “City”, and DPC INDUSTRIES, INC., hereinafter referred to as the “Supplier”. THE CITY AND THE SUPPLIER, FOR THE CONSIDERATION HEREINAFTER STATED, AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services is detailed in the Contract Documents but generally consists of the purchase and delivery of Hydrofluorosilicic Acid. The Supplier agrees to perform the services as detailed in the Contract Documents. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This document entitled “Contract for the Purchase of Hydrofluorosilicic Acid”. B. Instructions to Bidders C. Technical Specifications D. Supplier’s Bid If there is a conflict among the provisions of the Contract, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "D" having the last priority. 3. OBLIGATIONS OF THE SUPPLIER. The Supplier agrees that the work contemplated by the Contract shall be fully and satisfactorily completed in accordance with the terms of the Contract Documents. 4. PAYMENT. A. The City agrees to pay and the Supplier agrees to receive and accept payment in accordance with the prices quoted as set forth in the completed Bid Form. Payment to the Supplier shall be made monthly based on deliveries and submission and approval of an invoice. B. Payments to Subcontractor. Pursuant to Minn. Stat. § 471.25, Subd. 4a, the Supplier must pay any subcontractor within ten (10) days of the Supplier’s receipt of payment from the City for undisputed services provided by the subcontractor. The Supplier must pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid 2 balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Supplier shall pay the actual penalty due to the subcontractor. 5. INDEMNIFICATION. A. The Supplier shall defend, indemnify, and hold harmless the City and its officials, agents, representatives, and employees from any loss, claim, liability and expense (including reasonable attorney’s fees and expenses of litigation) with respect to: (a) Worker’s Compensation benefits payable on account of injury or death to any Supplier employee or to any employee of Supplier’s subcontractors, where the injury or death arises out of or is in any way related to the work performed or to be performed under the Contract; (b) claims for personal injury, death, or property damage or loss asserted by a Supplier or subcontractor or any of their officers, agents, representatives, or employees where the injury, death, damage, or loss arises out of or is in any way related to the work performed or to be performed under the Contract; and (c) claims for personal injury, death, or property damage or loss as asserted by third-parties at the work site, where the claim is based in the whole or in any part on, or is in any way related to, any act or omission by Supplier, or Supplier’s subcontractors, agents, employees or delegates. B. Supplier shall agree that the indemnities stated above shall be construed and applied in favor of indemnification. To the extent permitted by law, the stated indemnities shall apply regardless of any strict liability or negligence attributable to the City and regardless of the extent to which the underlying harm is attributable to the negligence or otherwise wrongful act or omission (including breach of contract) of Supplier, its subcontractors, agents, employees or delegates. Supplier also agrees that if applicable law limits or precludes any aspect of the stated indemnities, then the indemnities will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnities continue until all applicable statutes of limitations have run. C. If a claim arises within the scope of the stated indemnity, the City may require Supplier to furnish a written acceptance of tender of defense and indemnity from Supplier’s insurance company. Supplier will take the action required by City within fifteen (15) days of receiving notice from City. 6. RIGHTS AND REMEDIES. A. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 3 B. No action or failure to act by the City or the Supplier shall constitute a waiver of any right or duty afforded by any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7. GOVERNING LAW. The Contract shall be governed by the laws of the State of Minnesota. 8. INSURANCE. Prior to commencing work on the Contract, the Supplier shall furnish the City a certificate of insurance. The Supplier shall furnish and maintain during the project such public liability and property damage insurance as shall protect Supplier and any subcontractors performing work covered by the Contract from claims for damages by Workers Compensation Statute, and from claims for property damages or personal injury which may arise from operations under this Contract, whether such operations are by Supplier or by an subcontractor or anyone directly or indirectly employed by either of them and the amounts of insurance shall be as follows: Worker’s Compensation – as provided in the applicable law. Employer’s Liability Bodily Injury by Disease per employee - $500,000 Bodily Injury by Disease aggregate - $500,000 Bodily Injury by Accident - $500,000 Commercial General Liability Personal Injury per occurrence - $2,000,000 Property Damage per occurrence - $2,000,000 The following coverages shall be included: • Premises, Operations, Bodily Injury and Property Damage • Personal and Advertising Injury • Blanket and Contractual Liability • Products and Completed Operations Liability Pollution liability insurance: Bodily Injury per occurrence: - $2,000,000 Property Damage per occurrence: - $2,000,000 Aggregate: - $2,000,000 Business Automobile Liability: Combined single limit - $2,000,000 The following coverages shall be included: • Owned/leased vehicles 4 • Non-owned vehicles • Hired vehicles Blanket contractual (hold harmless) protection; and fire, theft and vandalism insurance, for the full value of all materials and equipment furnished by the Bidder shall be provided until the complete contract is formally accepted. All insurance policies (or riders) required by this Agreement shall: Be taken out by the Provider and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, Contain a provision that the insurer shall give thirty (30) days written notice of cancellation or in the case of non-payment of premium, at least ten (10) days written notice, Name Provider as an insured party and City as an additional insured with respect to General Liability, Auto Liability, and Pollution Liability policies on a primary and non-contributory basis, Be in accordance with specifications approved by the insurance advisory for City, and Be evidenced by a Certificate of Insurance listing City as an additional insured which shall be filed with the city. Certificates of Insurance that do not meet these requirements will not be accepted. Certificates of Insurance shall include the policy endorsements showing the City named as additional insured on a primary and non-contributory basis. 9. PERFORMANCE AND PAYMENT BONDS. Performance and payment bonds are not required. 10. TERM. The term of this Contract shall begin on or about January 1, 2018 and end on December 31, 2018, both dates inclusive, unless sooner terminated as hereinafter provided. 11. SUPPLIES, EQUIPMENT, AND INCIDENTALS. The City and Supplier agree that the Supplier shall furnish any and all supplies, equipment, and incidentals necessary for Supplier’s performance of this Contract. 12. TERMINATION WITHOUT CAUSE BY CITY. The City reserves the right to terminate Supplier at will immediately without cause at any time within the term of this Contract. In the event of such termination, the City shall provide Supplier written notice of termination and upon receipt of same, Supplier shall immediately cease and desist Supplier’s provision of services under this Contract and City shall have no further 5 obligation under this Contract to pay any further compensation to Supplier except for compensation due and owing for services prior to Supplier’s receipt of the written notice of termination. 13. INDEPENDENT SUPPLIER. City and Supplier agree that Supplier, while engaged in carrying out and complying with the terms and conditions of this Contract and the provision of services thereunder, shall be considered at all times an independent Supplier and not an officer, employee, or agent of the City. City and Supplier further agree that Supplier shall not at any time or in any manner represent that Supplier or any of the Supplier’s agents or employees are in any manner agents or employees of the City. City and Supplier further agree that Supplier shall be exclusively responsible under this Contract for Supplier’s own FICA payment, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes or other taxes if any such payments, amounts, or taxes are required to be paid by law or regulations. 14. WRITTEN NOTICE OR OTHER CORRESPONDENCE. Any written notice or other correspondence to be provided by or between the City and the Supplier in accordance with this Contract shall be hand delivered or mailed by registered or certified mail to the following address: CITY: City of Lakeville 20195 Holyoke Avenue Lakeville MN 55044 SUPPLIER: DPC Industries, Inc. 12800 Pine Bend Trail Rosemount MN 55068 15. WAIVER OF DEFAULT. Any waiver by City of a default under the provisions of this Contract by Supplier shall not operate or be construed as a waiver of a subsequent default by the Supplier. No waiver shall be valid unless in writing and signed by the Mayor and the City Administrator on behalf of the City. 16. NO ASSIGNMENT OR SUBCONTRACTING. The City and Supplier agree that the services to be rendered by the Supplier under this Contract are unique and personal. Accordingly, the Supplier may not assign or subcontract out any of the Supplier’s rights or any of the Supplier’s duties or obligations under this Contract. 17. INVALIDITY OF PROVISIONS. If any term or provision of this Contract or any application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or 6 unenforceable shall not be affected hereby and each term and provision of this Contract shall be valid and be enforced to the fullest extent permitted by law. 18. DATA PRACTICES/RECORDS. A. All data created, collected, received, maintained, or disseminated for any purpose in the course of this Contract is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy. B. All books, records, documents, and accounting procedures and practices of the Supplier and its subcontractors, if any, relative to this Contract are subject to examination by the City. 19. WARRANTY. The Supplier shall be held responsible for any and all defects in workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications. 20. CHANGE ORDERS. Without invalidating the Contract, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by Change Orders. Upon receipt of a Change Order, the Supplier shall proceed with the work involved. Changes in the Contract Price shall be based on the Bid Unit Prices 21. ENTIRE AGREEMENT. This instrument herein contains the entire and only agreement between the parties and no oral statement or representation or prior written matter not contained in this instrument shall have any force and effect. This Contract shall not be modified in any way except by writing executed by both parties. 22. DISCRIMINATION. Supplier agrees to comply with Minnesota Statute 181.59 that states: Subsection A. That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no Supplier, material supplier or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; Subsection B. That no Supplier, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent the person or persons from the performance of work under any contract on account of race, creed, or color; 7 Subsection C. That a violation of this section is a misdemeanor; and Subsection D. That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 23. BACKGROUND CHECKS. The City may require criminal history background checks of the Supplier’s employees for purposes of access to City facilities. The City reserves the right to deny access to City facilities to those Suppliers or Supplier’s employees that it deems inappropriate. CITY OF LAKEVILLE SUPPLIER: DPC INDUSTRIES, INC. BY: BY: Douglas P. Anderson, Mayor AND: ITS: Charlene Friedges, City Clerk CONTRACT FOR THE PURCHASE OF POTASSIUM ORTHOPHOSPHATE THIS AGREEMENT made this 20th day of November 2017, by and between the CITY OF LAKEVILLE, hereinafter referred to as the “City”, and CARUS CORPORATION, hereinafter referred to as the “Supplier”. THE CITY AND THE SUPPLIER, FOR THE CONSIDERATION HEREINAFTER STATED, AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services is detailed in the Contract Documents but generally consists of the purchase and delivery of Potassium Orthophosphate. The Supplier agrees to perform the services as detailed in the Contract Documents. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This document entitled “Contract for the Purchase of Potassium Orthophosphate”. B. Instructions to Bidders C. Technical Specifications D. Supplier’s Bid If there is a conflict among the provisions of the Contract, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "D" having the last priority. 3. OBLIGATIONS OF THE SUPPLIER. The Supplier agrees that the work contemplated by the Contract shall be fully and satisfactorily completed in accordance with the terms of the Contract Documents. 4. PAYMENT. A. The City agrees to pay and the Supplier agrees to receive and accept payment in accordance with the prices quoted as set forth in the completed Bid Form. Payment to the Supplier shall be made monthly based on deliveries and submission and approval of an invoice. B. Payments to Subcontractor. Pursuant to Minn. Stat. § 471.25, Subd. 4a, the Supplier must pay any subcontractor within ten (10) days of the Supplier’s receipt of payment from the City for undisputed services provided by the subcontractor. The Supplier must pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the 2 subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Supplier shall pay the actual penalty due to the subcontractor. 5. INDEMNIFICATION. A. The Supplier shall defend, indemnify, and hold harmless the City and its officials, agents, representatives, and employees from any loss, claim, liability and expense (including reasonable attorney’s fees and expenses of litigation) with respect to: (a) Worker’s Compensation benefits payable on account of injury or death to any Supplier employee or to any employee of Supplier’s subcontractors, where the injury or death arises out of or is in any way related to the work performed or to be performed under the Contract; (b) claims for personal injury, death, or property damage or loss asserted by a Supplier or subcontractor or any of their officers, agents, representatives, or employees where the injury, death, damage, or loss arises out of or is in any way related to the work performed or to be performed under the Contract; and (c) claims for personal injury, death, or property damage or loss as asserted by third-parties at the work site, where the claim is based in the whole or in any part on, or is in any way related to, any act or omission by Supplier, or Supplier’s subcontractors, agents, employees or delegates. B. Supplier shall agree that the indemnities stated above shall be construed and applied in favor of indemnification. To the extent permitted by law, the stated indemnities shall apply regardless of any strict liability or negligence attributable to the City and regardless of the extent to which the underlying harm is attributable to the negligence or otherwise wrongful act or omission (including breach of contract) of Supplier, its subcontractors, agents, employees or delegates. Supplier also agrees that if applicable law limits or precludes any aspect of the stated indemnities, then the indemnities will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnities continue until all applicable statutes of limitations have run. C. If a claim arises within the scope of the stated indemnity, the City may require Supplier to furnish a written acceptance of tender of defense and indemnity from Supplier’s insurance company. Supplier will take the action required by City within fifteen (15) days of receiving notice from City. 6. RIGHTS AND REMEDIES. A. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 3 B. No action or failure to act by the City or the Supplier shall constitute a waiver of any right or duty afforded by any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7. GOVERNING LAW. The Contract shall be governed by the laws of the State of Minnesota. 8. INSURANCE. Prior to commencing work on the Contract, the Supplier shall furnish the City a certificate of insurance. The Supplier shall furnish and maintain during the project such public liability and property damage insurance as shall protect Supplier and any subcontractors performing work covered by the Contract from claims for damages by Workers Compensation Statute, and from claims for property damages or personal injury which may arise from operations under this Contract, whether such operations are by Supplier or by an subcontractor or anyone directly or indirectly employed by either of them and the amounts of insurance shall be as follows: Worker’s Compensation – as provided in the applicable law. Employer’s Liability Bodily Injury by Disease per employee - $500,000 Bodily Injury by Disease aggregate - $500,000 Bodily Injury by Accident - $500,000 Commercial General Liability Personal Injury per occurrence - $2,000,000 Property Damage per occurrence - $2,000,000 The following coverages shall be included: • Premises, Operations, Bodily Injury and Property Damage • Personal and Advertising Injury • Blanket and Contractual Liability • Products and Completed Operations Liability Pollution liability insurance: Bodily Injury per occurrence: - $2,000,000 Property Damage per occurrence: - $2,000,000 Aggregate: - $2,000,000 Business Automobile Liability: Combined single limit - $2,000,000 The following coverages shall be included: • Owned/leased vehicles 4 • Non-owned vehicles • Hired vehicles Blanket contractual (hold harmless) protection; and fire, theft and vandalism insurance, for the full value of all materials and equipment furnished by the Bidder shall be provided until the complete contract is formally accepted. All insurance policies (or riders) required by this Agreement shall: Be taken out by the Provider and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, Contain a provision that the insurer shall give thirty (30) days written notice of cancellation or in the case of non-payment of premium, at least ten (10) days written notice, Name Provider as an insured party and City as an additional insured with respect to General Liability, Auto Liability, and Pollution Liability policies on a primary and non-contributory basis, Be in accordance with specifications approved by the insurance advisory for City, and Be evidenced by a Certificate of Insurance listing City as an additional insured which shall be filed with the city. Certificates of Insurance that do not meet these requirements will not be accepted. Certificates of Insurance shall include the policy endorsements showing the City named as additional insured on a primary and non-contributory basis. 9. PERFORMANCE AND PAYMENT BONDS. Performance and payment bonds are not required. 10. TERM. The term of this Contract shall begin on or about January 1, 2018 and end on December 31, 2018, both dates inclusive, unless sooner terminated as hereinafter provided. 11. SUPPLIES, EQUIPMENT, AND INCIDENTALS. The City and Supplier agree that the Supplier shall furnish any and all supplies, equipment, and incidentals necessary for Supplier’s performance of this Contract. 12. TERMINATION WITHOUT CAUSE BY CITY. The City reserves the right to terminate Supplier at will immediately without cause at any time within the term of this Contract. In the event of such termination, the City shall provide Supplier written notice of termination and upon receipt of same, Supplier shall immediately cease and desist Supplier’s provision of services under this Contract and City shall have no further 5 obligation under this Contract to pay any further compensation to Supplier except for compensation due and owing for services prior to Supplier’s receipt of the written notice of termination. 13. INDEPENDENT SUPPLIER. City and Supplier agree that Supplier, while engaged in carrying out and complying with the terms and conditions of this Contract and the provision of services thereunder, shall be considered at all times an independent Supplier and not an officer, employee, or agent of the City. City and Supplier further agree that Supplier shall not at any time or in any manner represent that Supplier or any of the Supplier’s agents or employees are in any manner agents or employees of the City. City and Supplier further agree that Supplier shall be exclusively responsible under this Contract for Supplier’s own FICA payment, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes or other taxes if any such payments, amounts, or taxes are required to be paid by law or regulations. 14. WRITTEN NOTICE OR OTHER CORRESPONDENCE. Any written notice or other correspondence to be provided by or between the City and the Supplier in accordance with this Contract shall be hand delivered or mailed by registered or certified mail to the following address: CITY: City of Lakeville 20195 Holyoke Avenue Lakeville MN 55044 SUPPLIER: Carus Corporation 315 Fifth Street Peru IL 61354 15. WAIVER OF DEFAULT. Any waiver by City of a default under the provisions of this Contract by Supplier shall not operate or be construed as a waiver of a subsequent default by the Supplier. No waiver shall be valid unless in writing and signed by the Mayor and the City Administrator on behalf of the City. 16. NO ASSIGNMENT OR SUBCONTRACTING. The City and Supplier agree that the services to be rendered by the Supplier under this Contract are unique and personal. Accordingly, the Supplier may not assign or subcontract out any of the Supplier’s rights or any of the Supplier’s duties or obligations under this Contract. 17. INVALIDITY OF PROVISIONS. If any term or provision of this Contract or any application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or 6 unenforceable shall not be affected hereby and each term and provision of this Contract shall be valid and be enforced to the fullest extent permitted by law. 18. DATA PRACTICES/RECORDS. A. All data created, collected, received, maintained, or disseminated for any purpose in the course of this Contract is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy. B. All books, records, documents, and accounting procedures and practices of the Supplier and its subcontractors, if any, relative to this Contract are subject to examination by the City. 19. WARRANTY. The Supplier shall be held responsible for any and all defects in workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications. 20. CHANGE ORDERS. Without invalidating the Contract, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by Change Orders. Upon receipt of a Change Order, the Supplier shall proceed with the work involved. Changes in the Contract Price shall be based on the Bid Unit Prices 21. ENTIRE AGREEMENT. This instrument herein contains the entire and only agreement between the parties and no oral statement or representation or prior written matter not contained in this instrument shall have any force and effect. This Contract shall not be modified in any way except by writing executed by both parties. 22. DISCRIMINATION. Supplier agrees to comply with Minnesota Statute 181.59 that states: Subsection A. That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no Supplier, material supplier or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; Subsection B. That no Supplier, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent the person or persons from the performance of work under any contract on account of race, creed, or color; 7 Subsection C. That a violation of this section is a misdemeanor; and Subsection D. That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 23. BACKGROUND CHECKS. The City may require criminal history background checks of the Supplier’s employees for purposes of access to City facilities. The City reserves the right to deny access to City facilities to those Suppliers or Supplier’s employees that it deems inappropriate. CITY OF LAKEVILLE SUPPLIER: CARUS CORPORATION BY: BY: Douglas P. Anderson, Mayor AND: ITS: Charlene Friedges, City Clerk CONTRACT FOR THE PURCHASE OF C HLORINE THIS AGREEMENT made this 20th day of November 2017, by and between the CITY OF LAKEVILLE, hereinafter referred to as the “City”, and HAWKINS, INC., hereinafter referred to as the “Supplier”. THE CITY AND THE SUPPLIER, FOR THE CONSIDERATION HEREINAFTER STATED, AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services is detailed in the Contract Documents but generally consists of the purchase and delivery of chlorine. The Supplier agrees to perform the services as detailed in the Contract Documents. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This document entitled “Contract for the Purchase of Chlorine”. B. Instructions to Bidders C. Technical Specifications D. Supplier’s Bid If there is a conflict among the provisions of the Contract, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "D" having the last priority. 3. OBLIGATIONS OF THE SUPPLIER. The Supplier agrees that the work contemplated by the Contract shall be fully and satisfactorily completed in accordance with the terms of the Contract Documents. 4. PAYMENT. A. The City agrees to pay and the Supplier agrees to receive and accept payment in accordance with the prices quoted as set forth in the completed Bid Form. Payment to the Supplier shall be made monthly based on deliveries and submission and approval of an invoice. B. Payments to Subcontractor. Pursuant to Minn. Stat. § 471.25, Subd. 4a, the Supplier must pay any subcontractor within ten (10) days of the Supplier’s receipt of payment from the City for undisputed services provided by the subcontractor. The Supplier must pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid 2 balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Supplier shall pay the actual penalty due to the subcontractor. 5. INDEMNIFICATION. A. The Supplier shall defend, indemnify, and hold harmless the City and its officials, agents, representatives, and employees from any loss, claim, liability and expense (including reasonable attorney’s fees and expenses of litigation) with respect to: (a) Worker’s Compensation benefits payable on account of injury or death to any Supplier employee or to any employee of Supplier’s subcontractors, where the injury or death arises out of or is in any way related to the work performed or to be performed under the Contract; (b) claims for personal injury, death, or property damage or loss asserted by a Supplier or subcontractor or any of their officers, agents, representatives, or employees where the injury, death, damage, or loss arises out of or is in any way related to the work performed or to be performed under the Contract; and (c) claims for personal injury, death, or property damage or loss as asserted by third-parties at the work site, where the claim is based in the whole or in any part on, or is in any way related to, any act or omission by Supplier, or Supplier’s subcontractors, agents, employees or delegates. B. Supplier shall agree that the indemnities stated above shall be construed and applied in favor of indemnification. To the extent permitted by law, the stated indemnities shall apply regardless of any strict liability or negligence attributable to the City and regardless of the extent to which the underlying harm is attributable to the negligence or otherwise wrongful act or omission (including breach of contract) of Supplier, its subcontractors, agents, employees or delegates. Supplier also agrees that if applicable law limits or precludes any aspect of the stated indemnities, then the indemnities will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnities continue until all applicable statutes of limitations have run. C. If a claim arises within the scope of the stated indemnity, the City may require Supplier to furnish a written acceptance of tender of defense and indemnity from Supplier’s insurance company. Supplier will take the action required by City within fifteen (15) days of receiving notice from City. 6. RIGHTS AND REMEDIES. A. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 3 B. No action or failure to act by the City or the Supplier shall constitute a waiver of any right or duty afforded by any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7. GOVERNING LAW. The Contract shall be governed by the laws of the State of Minnesota. 8. INSURANCE. Prior to commencing work on the Contract, the Supplier shall furnish the City a certificate of insurance. The Supplier shall furnish and maintain during the project such public liability and property damage insurance as shall protect Supplier and any subcontractors performing work covered by the Contract from claims for damages by Workers Compensation Statute, and from claims for property damages or personal injury which may arise from operations under this Contract, whether such operations are by Supplier or by an subcontractor or anyone directly or indirectly employed by either of them and the amounts of insurance shall be as follows: Worker’s Compensation – as provided in the applicable law. Employer’s Liability Bodily Injury by Disease per employee - $500,000 Bodily Injury by Disease aggregate - $500,000 Bodily Injury by Accident - $500,000 Commercial General Liability Personal Injury per occurrence - $2,000,000 Property Damage per occurrence - $2,000,000 The following coverages shall be included: • Premises, Operations, Bodily Injury and Property Damage • Personal and Advertising Injury • Blanket and Contractual Liability • Products and Completed Operations Liability Pollution liability insurance: Bodily Injury per occurrence: - $2,000,000 Property Damage per occurrence: - $2,000,000 Aggregate: - $2,000,000 Business Automobile Liability: Combined single limit - $2,000,000 The following coverages shall be included: • Owned/leased vehicles 4 • Non-owned vehicles • Hired vehicles Blanket contractual (hold harmless) protection; and fire, theft and vandalism insurance, for the full value of all materials and equipment furnished by the Bidder shall be provided until the complete contract is formally accepted. All insurance policies (or riders) required by this Agreement shall: Be taken out by the Provider and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, Contain a provision that the insurer shall give thirty (30) days written notice of cancellation or in the case of non-payment of premium, at least ten (10) days written notice, Name Provider as an insured party and City as an additional insured with respect to General Liability, Auto Liability, and Pollution Liability policies on a primary and non-contributory basis, Be in accordance with specifications approved by the insurance advisory for City, and Be evidenced by a Certificate of Insurance listing City as an additional insured which shall be filed with the city. Certificates of Insurance that do not meet these requirements will not be accepted. Certificates of Insurance shall include the policy endorsements showing the City named as additional insured on a primary and non-contributory basis. 9. PERFORMANCE AND PAYMENT BONDS. Performance and payment bonds are not required. 10. TERM. The term of this Contract shall begin on or about January 1, 2018 and end on December 31, 2018, both dates inclusive, unless sooner terminated as hereinafter provided. 11. SUPPLIES, EQUIPMENT, AND INCIDENTALS. The City and Supplier agree that the Supplier shall furnish any and all supplies, equipment, and incidentals necessary for Supplier’s performance of this Contract. 12. TERMINATION WITHOUT CAUSE BY CITY. The City reserves the right to terminate Supplier at will immediately without cause at any time within the term of this Contract. In the event of such termination, the City shall provide Supplier written notice of termination and upon receipt of same, Supplier shall immediately cease and desist Supplier’s provision of services under this Contract and City shall have no further 5 obligation under this Contract to pay any further compensation to Supplier except for compensation due and owing for services prior to Supplier’s receipt of the written notice of termination. 13. INDEPENDENT SUPPLIER. City and Supplier agree that Supplier, while engaged in carrying out and complying with the terms and conditions of this Contract and the provision of services thereunder, shall be considered at all times an independent Supplier and not an officer, employee, or agent of the City. City and Supplier further agree that Supplier shall not at any time or in any manner represent that Supplier or any of the Supplier’s agents or employees are in any manner agents or employees of the City. City and Supplier further agree that Supplier shall be exclusively responsible under this Contract for Supplier’s own FICA payment, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes or other taxes if any such payments, amounts, or taxes are required to be paid by law or regulations. 14. WRITTEN NOTICE OR OTHER CORRESPONDENCE. Any written notice or other correspondence to be provided by or between the City and the Supplier in accordance with this Contract shall be hand delivered or mailed by registered or certified mail to the following address: CITY: City of Lakeville 20195 Holyoke Avenue Lakeville MN 55044 SUPPLIER: Hawkins, Inc. 2381 Rosegate Roseville MN 55113 15. WAIVER OF DEFAULT. Any waiver by City of a default under the provisions of this Contract by Supplier shall not operate or be construed as a waiver of a subsequent default by the Supplier. No waiver shall be valid unless in writing and signed by the Mayor and the City Administrator on behalf of the City. 16. NO ASSIGNMENT OR SUBCONTRACTING. The City and Supplier agree that the services to be rendered by the Supplier under this Contract are unique and personal. Accordingly, the Supplier may not assign or subcontract out any of the Supplier’s rights or any of the Supplier’s duties or obligations under this Contract. 17. INVALIDITY OF PROVISIONS. If any term or provision of this Contract or any application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or 6 unenforceable shall not be affected hereby and each term and provision of this Contract shall be valid and be enforced to the fullest extent permitted by law. 18. DATA PRACTICES/RECORDS. A. All data created, collected, received, maintained, or disseminated for any purpose in the course of this Contract is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy. B. All books, records, documents, and accounting procedures and practices of the Supplier and its subcontractors, if any, relative to this Contract are subject to examination by the City. 19. WARRANTY. The Supplier shall be held responsible for any and all defects in workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications. 20. CHANGE ORDERS. Without invalidating the Contract, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by Change Orders. Upon receipt of a Change Order, the Supplier shall proceed with the work involved. Changes in the Contract Price shall be based on the Bid Unit Prices 21. ENTIRE AGREEMENT. This instrument herein contains the entire and only agreement between the parties and no oral statement or representation or prior written matter not contained in this instrument shall have any force and effect. This Contract shall not be modified in any way except by writing executed by both parties. 22. DISCRIMINATION. Supplier agrees to comply with Minnesota Statute 181.59 that states: Subsection A. That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no Supplier, material supplier or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; Subsection B. That no Supplier, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent the person or persons from the performance of work under any contract on account of race, creed, or color; 7 Subsection C. That a violation of this section is a misdemeanor; and Subsection D. That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 23. BACKGROUND CHECKS. The City may require criminal history background checks of the Supplier’s employees for purposes of access to City facilities. The City reserves the right to deny access to City facilities to those Suppliers or Supplier’s employees that it deems inappropriate. CITY OF LAKEVILLE SUPPLIER: HAWKINS, INC. BY: BY: Douglas P. Anderson, Mayor AND: ITS: Charlene Friedges, City Clerk