662789v1
PRODUCT REQUIREMENTS CONTRACT
THIS CONTRACT is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and Kemira Water Solutions, Inc. , a Delaware Corporation (Contractor), as follows:
1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to Bidders," "Bid Proposal," and the "Specifications" including "General Conditions", "Special Conditions" and "Technical Specifications" for the following: Ferric Chloride (Bid File No. 12600814) copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents.
2. PRICE. For the estimated monetary consideration of $5,623,085.13 with allowance for price increases in accordance with PPI changes, as set forth in the Bid Proposal, Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents.
3. PAYMENT. City accepts Contractor's Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. The Contractor agrees to accept electronic payment from the City.
4. INDEMNIFICATION. To the furthest extent allowed by law, including California Civil Code section 2782 (if applicable), the Contractor shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by the City, the Contractor or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses, and costs to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. The Contractor's obl igations under the preceding sentence shall apply regardless of whether the City or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or by the willful misconduct, of the City or any of its officers, officials, employees, agents, or volunteers.
If the Contractor should subcontract all or any portion of the work to be performed under thi s Contract, the Contractor shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract. [Signatures follow on the next page.]
662789v1
IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales,
Purchasing Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Sukhman S. Sekhon Date
Deputy City Attorney
ATTEST:
AMY K. ALLER
Interim City Clerk
By:
Date
Deputy
Kemira Water Solutions, Inc., a
Delaware Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
REVIEWED BY:
Addresses: CITY:
City of Fresno Attention:
Sean Miranda
2101 G Street, Bldg A
Fresno, CA 93706 Phone:
(559) 621-1151
Email: [email protected]
CONTRACTOR:
Kemira Water
Solutions, Inc
Attention: Christina
Imbrogno
Commercial Support
Manager
4321 W. 6
th Street
Lawrence, KS 66049
Phone:785-842-7424
Email:
[email protected]