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C
PURCHASE AGREEMENT
PURCHASE OF (2) TWO IN-LINE ROTA-CUT EQUIPMENT
This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and The Applied Products Group, LLC, an Arizona, limited liability
company ("Vendor") as of the _____ day of _________________, 2023 (“Effective Date”).
RECITALS
A.
City intends to purchase equipment necessary for water treatment for the benefit of the public and with
public funds (the "Equipment");
B.
Vendor desires to provide City with the Equipment subject to manufacturer’s warranty consistent with
industry-best practices and the standards set forth in this Agreement, in order to complete the Water
Treatment Project; and
C.
City and Vendor desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
1.
Schedule. The Purchase of the Equipment will be undertaken in a manner that ensures the Project is
completed timely and efficiently in accordance with the Project. Nevertheless, this Agreement terminates
one year from the effective date.
2.
Compliance. Vendor must not discriminate against any employee or applicant for employment on the basis
of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Vendor will
require any Sub-contractor (if any) to be bound to the same requirements as stated within this section.
Vendor, and on behalf of any subcontractors, warrants compliance with this section.
3.
Compensation for the Equipment.
3.1
Compensation. Vendor’s compensation for the Project, including those furnished by its
Subconsultants or Subcontractors, if any, will not exceed $71,000 as specifically detailed in Exhibit
D ("Compensation").
3.2
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.
a.
Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.
b.
Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Vendor without prior written authorization from the City.
c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.
5.
Billings and Payment.
5.1
Payment.
a.
Vendor will send one invoice once the Equipment is shipped. The City will process and
remit payment within 30 days.
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5.2
Review and Withholding. City's Project Manager will timely review and certify Payment Invoice.
6.
Conflict. Vendor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for cancellation
of this Agreement in the event any person who is significantly involved in initiating, negotiating, securing,
drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any other
party to this Agreement.
7.
Insurance. For the duration of the term of this Agreement, Vendor shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with
the performance of all tasks or work necessary to complete the Project as herein defined. Such insurance
shall cover Vendor, its agent(s), representative(s), employee(s) and any subcontractors.
7.1
Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a.
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
b.
Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
8.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Vendor warrants its
compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Vendor or
Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the
legal right to randomly inspect the papers and records of the other party to ensure that the other party is
complying with the above-mentioned warranty. The Vendor and Subconsultant warrant to keep their
respective papers and records open for random inspection during normal business hours by the other party.
The Vendor and Subconsultant shall cooperate with the City’s random inspections, including granting the
City entry rights onto their respective properties to perform the random inspections and waiving their
respective rights to keep such papers and records confidential.
9.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
10.
Notices.
10.1
Representatives.
a.
Vendor. Vendor's representative (the "Vendor’s Representative") authorized to act on
Vendor’s behalf with respect to the Project, and his or her address for Notice delivery is:
The Applied Products Group, LLC
c/o Collin Clark
1042 Willow Creek Rd., Suite A101-464
Prescott, AZ 86301
b.
City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale
c/o Julie Ossege
7070 W. Northern Ave.
Glendale, Arizona 85303
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With required copy to:
City Manager
City Attorney
City of Glendale
City of Glendale
5850 West Glendale Avenue
5850 West Glendale Avenue
Glendale, Arizona 85301
Glendale, Arizona 85301
c.
Concurrent Notices.
(1)
All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2)
A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.
(3)
City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Vendor identifying the designee(s) and their
respective addresses for notices.
11.
Entire Agreement; Survival; Counterparts; Signatures.
11.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Vendor and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c.
Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.
11.2
Interpretation.
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.
b.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.
11.3
Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.
11.4
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
11.5
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
11.6
Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.
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11.7
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
12.
Term.
12.1
The term of this Agreement commences upon the effective date and continues for a one-year
period. There are no automatic renewals.
12.2
Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.
13.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
14.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A
Project
Exhibit B
Scope of Work
Exhibit C
Schedule
Exhibit D
Compensation
[SIGNATURES ON FOLLOWING PAGE.]
EXHIBIT A
Purchase Agreement
PROJECT
Purchase (2) RC3000 Assembly In-Line Rota-Cut Sludge Grinders to replace current equipment past their useful life
at Arrowhead Water Reclamation Facility.
EXHIBIT B
Purchase Agreement
SCOPE OF WORK
The purchase of (2) two RC3000 Assembly In-Line Rota-Cut, sludge grinder for replacement of same equipment
that has failed due to old age. Contractor will oversee the installation of equipment and assist if needed.
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EXHIBIT C
Purchase Agreement
SCHEDULE
Upon execution of this agreement, equipment will be ordered and shipped to Arrowhead Water Reclamation
Facility. Staff will coordinate with contractor for installation of equipment.
EXHIBIT D
Services Agreement
COMPENSATION
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Vendor for full completion of all work required by the Project during the
entire term of the Project must not exceed $71,000.
DETAILED PROJECT COMPENSATION
Contractor will be compensated for the purchase of equipment per the attached Proposal.
Scope
Date:
No. of Pages: 2
02.06.2023
Applied Products Group LLC
Attn: Accts Payable
1042 Willow Creek Road, Suite A
Prescott, AZ 86301
Collin Clark
Credit Terms: Net 30
Delivery Terms:
(480) 595-9739
jclark@apgwater.com
Questions? Please contact
Any item not specifically listed in the quotation will not
be supplied by Vogelsang.
PPA (PrePay and Ad
Valid To: 03.08.2023
Line #
Description
P/N#
Qty
Provided By:
Project Name: Replacement RC3000 -
RPK0002108
Replacement RC3000 - RPK0002108 / Water / 2 % Solids / 100 gpm
1.0
2
# 10.7001
RC3000 AssemblyIn-Line
Each of the above assemblies contain these individual parts:
Part
No.
Qty
RC3000
RotaCutRC3000
1
1
ADRC00198
Gearbox SK32 Adder
1
2
ADRC00020
RC3000 Screen Adder? 20 mm
1
3
ADRC00121
RC3000 Rotor Adder4 Wing
1
4
ADRC00196
RotaCut ACC Adder
1
5
ADRC00129
RC3000 Pot AdderInline
1
6
ADRC00154
Blind Flange AdderInline
1
7
6 inch, DN 150
Quote #: COCCQ2462
*QTE12413902*
Collin Clark at (602) 332-9755 or jclark@apgwater.com
Verify materials of construction are compatible with your process, as Vogelsang does not warrant against chemical incompatibility.
Scope
Page: 2
Line #
Description
P/N#
Qty
US.RCM0004
Gearbox Mounted Motor Only3HP, 230/460 V
1
8
For Gearbox SK32, 7.90:1RC3000 - RC5000
BSS.006
Gear OilContainer
4.000
9
Titan Gear MP90Mineral Oil
VAU0120
Name Plate70 x 60 x 0,8 mm General
1
10
Stainless Steel with Barcode
VUSA.0249
RotaCut Safety LabelAll Models
1
11
NSK.030
Hexagon Head BoltM 12 x 40 mm, DIN 933
4
12
Steel 8.8 Electro-Galvanized
NUS.005
WasherA Ø 13 mm x Ø 24 mm x 2,5 mm
4
13
DIN 125 SteelElectro-Galvanized
48X60Pallet
48"x60" Custom PalletWeight Limit 1200lb
1
14
1.1
2
# USP.RC-PE.3.460-PC
Polycarbon EnclosureRCQ20G/RC3000; RC5000
PC 3 HP, 460 V, NEMA 4XRotaCut Control Panel
Quote #: COCCQ2462