Wastewater Equipment Purchase JCI IndustriesCITY OF SALINA, KANSAS
AGREEMENTFORSALEANDPURCHASEOFEQIDPMENT
This Agreement for Sale and Purchase of Equipment ("Agreement") is entered into
:b..()11ao '\ .JJ , 2023 , by and between the City of Salina, Kansas (the "City") and JCI
Industries, Inc. Lee's Summit, Missouri , a For Profit Corporation (the "Contractor").
Recitals
A. The City issued a Request for Bids requesting sealed Bids for the sale and delivery of
Wastewater Pumps and related equipment, accessories, and services ("Deliverables").
B. The Contractor was the lowest and best responsive and responsible Bidder whose Bid
conformed to the City's Specifications.
C. The City desires to contract for the purchase of the Deliverables described in the attached
and incorporated Exhibit A , in compliance with federal , state, and local regulations.
D. The Contractor has the requisite qualifications and experience to furnish the Deliverables
needed by the City and desires to furnish the Deliverables pursuant to the terms of this Agreement.
The parties, in consideration of the mutual promises set forth in this Agreement, agree and
covenant:
1. Definitions. Except as otherwise provided herein , capitalized words used in this
Agreement shall have the meanings indicated in the Request for Bids.
2. Contract Documents. This Agreement, together with the Request for Bids and the
Contractor's Bid, including accompanying warranties, shall comprise the "Contract Documents."
3. Sale of Deliverables. The Contractor agrees to sell , and the City agrees to buy, the
Deliverables specified in the attached and incorporated Exhibit A, all in accordance with the
Contract Documents.
4. Term; Schedule. The Seller agrees to deliver the Deliverables to the Salina
Wastewater Treatment Plant -596 N . Marymount, Salina, Kansas 67401 , within 125 days after
receipt of a notice of award .
5. Payment; Trade-In. Not Applicable.
6. Standard Purchase Terms and Conditions. This Agreement shall be deemed to
include, and shall be subject to , the City's Standard Purchase Terms and Conditions , which are set
forth in the attached and incorporated Exhibit B.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
::~SAS
:T'liCae'.;,city Manager
JoVonna A. Rutherford, City Clerk
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JCIINDUSTRIES,INC
!) ~~~---___;
By:/~
'})&;;IV ~df fr,._, (name)
11-~."'~ t ,+'la."'ir r (title)
JCI Industries, Inc
1161 SE Hamblen Rd
Lee's Summit, Missouri 64081
EXHIBIT A
BID FORM
TO THE BOARD OF COMMISSIONERS
CITY OF SALINA, KANSAS
Project Name: Wastewater Pumps -Utilities/Wastewater Collection-2021 and 2022
1. Proposal to Enter into Contract. The undersigned Bidder hereby submits the
following Bid for the Deliverables indicated below, in accordance with the terms and Specifications of
the Request for Bids and related Bid Documents. Bidder proposes and agrees, if this Bid is accepted,
to furnish all Deliverables for which a Contract is awarded, within the date(s) specified, in the manner
and at the prices herein stated, and in accordance with the terms and conditions of the Bid Documents.
2. Bidder's Acknowledgments. Bidder accepts all of the terms and conditions of the Bid
Documents, including but not limited to the City's Standard Purchase Terms and Conditions (as
applicable). This Bid will remain subject to acceptance for sixty (60) days after the Bid opening, or for
such longer period of time that Bidder may agree to in writing upon request by the City.
3. Bidder's Representations. In submitting this Bid, Bidder represents that:
a. Bidder has carefully reviewed the Bid Documents, and the following addenda,
receipt of which is hereby acknowledged:
2.
b. Bidder understands and agrees that in signing this Bid, Bidder waives all rights to
plead any misunderstanding regarding the Bid Documents or the above-referenced
addenda.
c. Bidder has given the Project Manager written notice of all conflicts, errors,
ambiguities, or discrepancies that Bidder has discovered in the Bid Documents, and
the Project Manager's written explanation is acceptable to Bidder.
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4. Bid Price. Bidder will sell the spec ified Deliverables in accordance with the Bid
Documents, for the following prices :
1
2
3
4
5
6
-Station B 1
Brand Flygt
-------------~
Model# NP3231
WASTEWATER PUMP
-Station 12
Brand Flygt
1 $9,129
-------------~
Model# NP3102
WASTEWATER PUMP
-Station 35 1 $22,995
Brand ~F~l~~t~---------
Model # NP3171
WASTEWATER PUMP
-Station 40 1 $10,737
Brand _F_l_y~g~t __________ _
Model# NP3102
WASTEWATER PUMP
-Station 54
Brand Flygt
1 $9,561
--------------
Model# NP3102
WASTEWATER PUMP
-Station 56
Model# NP3085
WASTEWATER PUMP
Flygt
1 $8,235
TOTAL
$9 ,129
$22,995
$10,737
$9 ,561
$8,235
~122 ,1'94
$114,831
5. Delivery Date; Delivery Charges. Bidder represents and warrants that, if this Bid is
accepted, Bidder will deliver the Deliverables and provide all related serv ices within
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125 _________ days after receipt of a notice of award , or in accordance with the following
timeframe ---------------------------------The Bid prices above shall include all transportation, preparation, and handling charges .
Deliver the equipment to the Salina Wastewater Treatment Plant, 596 N Marymount Road, Salina
Kansas.
6. Trade-In Offer. Not Applicable.
7. Discount Terms . Bidder offers the following discount or promotional terms (as
applicable): _n_/_a ___________________________ _
8. Definitions. Terms used in this Bid shall have the meanings assigned to them in the
Bid Documents.
9. Bid Enclosures. Bidder has included with this Bid submittal:
(Items Marked with "X" must be enclosed)
Bid Security 0
Technical Specification Sheet with responses k8J
Original manufacturer's information and specification sheets k8J
Performance data including volts, amperes, and efficiency k8J
Pump Curves with operating points marked on the curve k8J
Outline drawings , dimensions, weights k8J
Accessory components descriptions and specification sheets k8J
Copies of Warranties and related information k8J
NAME OF BIDDER: JCI Industries, Inc.
ADDRESS: 1 161 SE Hamblen Rd .
Lee's S umm it , MO 6 4081
PHONE: 316-2 1 3 -29 5 4
E-MAIL ADDRESS: dallen@j ciind. com
BY: Doug Allen
TITLE: Account Manage r
DATESUBivfITTED: August 2 9, 2 022
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EXHIBITB
CITY OF SALINA, KANSAS
ST AND ARD PURCHASE TERMS AND CONDITIONS
By submitting a Bid in response to the City's Request for Bids , the Bidder agrees that any resulting
Contract shall be governed by the following terms and conditions:
1. Contractor 's Obligations. The Contractor
shall fully and timely provide all Deliverables
described in the Contractor's Bid in strict
accordance with the terms , covenants, and
conditions of thjs Contract, the Specifications , and
all applicable federal , state, and local laws .
2 . Effective Date; Term. This Contract shall
be effective as of the date of the City 's purchase
order, and shall continue in effect until all
obligations are performed in accordance with tills
Contract. The Contractor shall furnish the
Deliverables, and provide all related services, on or
before the date(s) or within the time(s) specified in
the Contractor's Bid.
3. Title & llisk of Loss. Title to and risk of
loss of the Deliverables shall pass to the City only
when clear and unencumbered title to the
Deliverables has been furnished to the City and
Notification of Acceptance has been issued by the
City.
4 . Delivery Terms and Trans portation
Charges. All deliveries shall be F.O .B. destination
with all transportation and handling charges paid by
the Contractor. The place of delivery shall be that
location set forth in the purchase order.
5. Inspections; Rejection; Withholding
Acceptance Pending Cure. The City expressly
reserves all rights to inspect the Deliverables within
a reasonable time after delivery, and to reject
defective or non-conforming goods.
Notwithstanding anything to the contrary contained
in applicable law or in any laws of sales or
standards and practices in the industry , any
acknowledgement of receipt or delivery of the
Deliverables by the City shall not constitute
acceptance by the City or waiver of any defects or
nonconformance. Acceptance of the Deliverables
shall not be deemed to occur until the City 's
issuance of the written Notification of Acceptance
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to the Contractor. The City reserves the right to
reject the Deliverables, in whole or in part, if the
Deliverables fail in any respect to conform to the
Specifications and requirements contained in or
made a part of the Bid; if they are defective in any
respect ; or if they have not been properly or
satisfactorily installed or equipped. If the
Deliverables are substantially in compliance with
the Specifications, but are defective or
nonconforming to some degree, the City may, in its
sole discretion, withhold acceptance until the
Deliverables are rendered non-defective and
conform in every respect to the Contract.
6 . Invoices. Invoices shall be prepared and
submitted in duplicate to the "ship-to" address
specified on the purchase order. Separate invoices
are required for each purchase order . Invoices shall
contain the following information: purchase order
number, item number, description of goods or
services, sizes , units of measure, quantity , urut
price , and extended totals.
7 . Payment. The City shall pay the Contractor
for goods and services rendered, in one lump sum ,
which shall be due and payable to Contractor withln
thirty (30) calendar days after the City's receipt of
the invoice. Provided, however, that no payment
shall be due until after : (a) the City has issued a
Notification of Acceptance with respect to all
Deliverables covered by the invoice ; and (b) the
Contractor has provided clear and unencumbered
title to the Deliverables. No. C.O.D.s will be
accepted.
8. Warranties . The Contractor warrants and
represents that all Deliverables sold to the City
under this Contract shall be free from defects in
design, workmanship or manufacture , and further
represents and warrants that all Deliverables shall
conform in all material respects to: (i) the
Specifications , drawings , and descriptions ; (ii) any
samples furnished by the Contractor; (iii) the terms ,
covenants and conditions of this Contract; and (iv)
all applicable state, federal or local laws , rules , and
regulations, and industry codes and standards.
These warranties shall be in addition to any other
warranty or guarantee provided by the Contractor.
Unless otherwise stated in the Specifications, the
Deliverables shall be new merchandise, and not
used or reconditioned. The Contractor may not
limit, exclude or disclaim the forgoing warranties or
any warranty implied by law, and any attempt to do
so shall be without force or effect. The warranty
period shall be at least one year from the date of
acceptance of the Deliverables or from the date of
acceptance of any replacement Deliverables , or
such longer period as may be required by the
Specifications. If the Contractor is not the
manufacturer and the Deliverables are covered by a
separate manufacturer's warranty, the Contractor
shall transfer and assign such manufacturer's
warranty to the City. If for any reason the
manufacturer's warranty cannot be fully transferred
to the City, the Contractor shall assist and cooperate
with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
9. Indemnification . To the fullest extent
permitted by law, the Contractor shall defend,
indemnify and hold harmless the City, its agents,
representatives, officers, officials and employees
from and against all claims, damages, losses and
expenses (including but not limited to attorney fees
and court costs) attributable to bodily injury,
sickness, disease, death, or injury to, impairment, or
destruction of property, including loss of use
resulting therefrom, to the extent that such claims,
damages, losses , and expenses relate to , arise out of,
or are alleged to have resulted from the wrongful
acts, errors, mistakes , omissions, or defective work
or services of the Contractor, its employees, agents,
or any tier of subcontractors in the performance of
this Contract.
10. Default. The Contractor shall be in default
under this Contract if the Contractor fails to
perform any of its obligations under this Contract
within ten (10) days after written notice to comply
has been mailed by the City to the Contractor
("Event of Default").
11. Remedies. Upon the occurrence of an Event
of Default, the City may exercise any or all of the
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following remedies, which are in addition to, and
not in lieu of, any other remedies available to the
City under law or equity: (a) terminate this Contract
and the Contractor's rights under the Contract; (b)
procure the Deliverables from another source, and
hold the Contractor liable for the difference in cost
together with incidental and consequential damages ,
including costs and reasonable attorney fees; or (c)
hold the Contractor liable for the difference
between market price of the Deliverables and the
agreed price herein , together with incidental and
consequential damages , including costs and
reasonable attorney fees. In addition, the City may
pursue any available remedy at law or in equity
(including specific performance) by suit, action,
mandamus or other proceeding to enforce and
compel the performance of the Contractor's duties
and obligations set forth in this Contract, to enforce
or preserve any other rights or interests of the City
under this Contract or otherwise existing at law or
in equity and to recover any damages incurred by
the City resulting from such Event of Default.
12. Termination without Cause. The City shall
have the right to terminate this Contract, in whole
or in part, without cause, at any time upon thirty
(30) calendar days ' prior written notice. Upon
receipt of a notice of termination, the Contractor
s hall promptly cease all further work pursuant to the
Contract, with such exceptions, if any, specified in
the notice of termination. The City shall pay the
Contractor, to the extent of funds appropriated or
otherwise legally available for such purposes, for all
goods delivered and services performed and
obligations incurred prior to the date of termination
in accordance with the terms hereof.
13. Special Tools and Test Equipment. If the
price stated in the Contractor's Bid includes the cost
of any special tooling or special test equipment
fabricated or required by the Contractor for the
purpose of fulfilling this Contract, such special
tooling equipment and any process sheets related
thereto shall become the property of the City and
shall be identified by the Contractor as such.
14. Equal Opportunity.
(a) In conformity with the Kansas act against
discrimination and Chapter 13 of the Salina
Code, the Contractor and its subcontractors , if
any, agree that:
( 1) The Contractor shal I observe the
provisions of the Kansas act against
discrimination and Chapter 13 of the
Salina Code and in doing so shall not
discriminate against any person in the
performance of work under this Contract
because of race, sex, religion, age , color,
national origin , ancestry or disability;
(2) The Contractor shall include in all
solicitations, or advertisements for
employees, the phrase "equal opportunity
employer," or a similar phrase to be
approved by the city 's human relations
director;
(3) If the Contractor fails to comply with the
manner in which the Contractor reports to
the Kansas human rights commission in
accordance with the provisions of K.S .A.
44-1031 and amendments thereto , the
Contractor shall be deemed to have
breached this Contract and it may be
canceled, terminated or suspended , in
whole or in part, by the City ;
(4) If the Contractor is found guilty of a
violation of Chapter 13 of the Salina Code
or the Kansas act against discrimination
under a decision or order of the Salina
human relations commission or the Kansas
human rights commission which has
become final, the Contractor shall be
deemed to have breached this Contract and
it may be canceled, terminated or
suspended, in whole or in part, by the City;
(5) The Contractor shall not discriminate
against any employee or applicant for
employment in the performance of this
Contract because of race , sex, religion ,
age, color, national origin, ancestry or
disability; and
(6) The Contractor shall include similar
provisions in any subcontract under this
Contract.
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(b) The provision s of this section shall not apply
to this Contract if the Contractor:
(1) Employs fewer than four employees
durin g the term of this Contract; or
(2) Contracts with the City for cumulatively
$5,000 or less during the City's calendar
fiscal year.
15. Taxes. The equipment purchased
hereunder is purchased by the City, a tax exempt
entity , for public and municipal purposes and the
parties understand that this sale shall be exempt
from taxation.
16. Patent and Copyright Infringement. The
Contractor shall be required to pay all royalties and
license fees and shall defend, indemnify, and hold
harmless the City, its agents , representatives ,
officers , officials and employees from liability of
any nature or kind , including costs and expenses,
for or on account of any patented or unpatented
invention, process, article, or appliance
manufactured or used in the performance of this
Contract, including its use by the City.
17. Non-appropriation. The City is subject to
Kansas budget and cash basis laws, and operates on
a calendar fiscal year. In the event that this
Contract involves financial obligations spanning
multiple fiscal years for the City, it is subject to
annual appropriation by the City 's governing body
for future fiscal years. If the City's governing body
does not appropriate the funds necessary to fulfill
the City 's financial obligations pursuant to this
Contract, the City shall so notify the other parties to
this Contract and this Contract shall be null and
void for purposes of the fiscal year(s) affected by
the decision of the governing body not to
appropriate.
18. Relationship. It is expressly understood that
the Contractor, in performing services under this
Contract, does so as an independent contractor. The
City shall neither have nor exercise any control or
direction over the methods by which Contractor
performs its services hereunder. The sole interest
and responsibility of the City is to see that the
services covered by this Contract are performed and
rendered in a competent, efficient, and sati sfactory
manner. The Contractor shall be exclusively
responsible for all taxes , withholding payments,
employment-based benefits, deferred compensation
plans , including but not limited to its workers
compensation and social security obligations, and
the filing of all necessary documents, forms, or
returns pertinent to the foregoing.\
19. Notices. All notices required or permitted to
be given pursuant to this Contract shall be in
writing and delivered personally or sent by
registered or certified mail, return receipt requested,
or by generally recognized, prepaid, commercial
courier or overnight air courier service. Notice shall
be considered given when received on the date
appearing on the return receipt, but if the receipt is
not returned within five (5) days , then three (3) days
after mailed , if sent by registered or certified mail
or commercial courier service; or the next business
day, if sent by overnight air courier service. Notices
to the Contractor shall be to the address specified in
the Contractor's Bid , or at such other address as the
Contractor may designate via a written notice to the
City. Notices to the City shall be addressed to the
City of Salina, Attn: City Clerk, P.O. Box 736,
Salina, Kansas 67402-0736.
20. Compliance with Applicable Law. The
Contractor shall comply with all applicable federal,
state, and local law in the performance of thjs
Contract.
21. Administration of Agreement. All references
in this Contract to City's participation or approval
shall mean the participation or approval of the City
Manager, or his or her designee, unless otherwise
provided herein.
22. Attorney Fees. If any sujt or action is
instituted by either party hereunder, including all
appeals, the prevailing party in such suit or action
shall be entitled to recover reasonable attorney fees
and expenses from the non-prevailing party, in
addition to any other amounts to which it may be
entitled.
23. Right to Independent Legal Advice. The
Contractor understands and acknowledges the right to
have this Contract reviewed by legal counsel of the
Contractor's choice .
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24. Applicable Law; Venue. This Contract and
its validity, construction and performance shall be
governed by the laws of Kansas. In the event of any
legal action to enforce or interpret this Contract, the
sole and exclusive venue shall be in the Saline
County, Kansas District Court.
25. Interpretation. Thfa Contract shall be
interpreted according to its fair meaillng, and not in
favor of or against any party.
26. Time. Time is of the essence ofthis Contract.
No extension will be granted unless in writing and
signed by the parties. Should the end of a time period
fall on a legal holiday that termination time shall
extend to 5:00 p .m. of the next full business day.
27. Severability. The unenforceability,
invaliillty, or illegality of any provision of this
Contract shall not render the other provisions
unenforceable, invalid, or illegal.
28. Amendments. Neither this Contract nor any
of its terms may be changed or modified, waived, or
terminated except by an instrument in writing signed
by an authorized representative of the party against
whom the enforcement of the change, waiver, or
termination is sought. Without limiting the foregoing,
no pre-printed or similar terms on any invoice,
order, or other document shall have any force or
effect to change the terms, covenants, and
conditions of this Contract.
29. Waiver. No failure or delay by a party hereto
to insist on the strict performance of any term of this
Contract, or to exercise any right or remedy
consequent to a breach thereof, shall constitute a
waiver of any breach or any subsequent breach of
such term. No waiver of any breach hereunder shall
affect or alter the remaiillng terms of this Contract,
but each and every term of this Contract shall
continue in full force and effect with respect to any
other then existing or subsequent breach thereof.
30. Conflict Resolution. No interpretation of this
Contract shall be allowed to find the City has agreed
to binding arbitration.
31. No Third Party Beneficiaries. Solely the
parties to this Contract shall have rights and may
make claims under this Contract. There are no
intended third party beneficiaries under this Contract,
and no third parties shall have any rights or make any
claims hereunder.
32. Feminine-Masculine, Singular-Plural.
Wherever used, singular shall include the plural,
plural the singular, and use of any gender shall
include all genders.
33. Headings. The headings of the sections of
this Contract are included for the purposes of
convenience only and shall not affect the
interpretation of any provision hereof.
34. Binding Effect. This Contract shall extend to
and bind the heirs , executors, adminjstrators, trustees,
successors and authorized assigns of the parties
hereto.
35. Non-Assignable. Due to the uruque
qualifications and capabilities of the Contractor,
neither the rights nor responsibilities provided for
under this Contract shall be assignable by either
party, either in whole or in part.
36. Entire Agreement. This Contract constitutes
the entire agreement between parties and supersedes
all prior oral written understandings. This Contract
shall not be altered , modified, amended or changed
except by written amendment signed by the parties.
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