AGREEMENT FOR THE PURCHASE OF GOODS
THIS AGREEMENT is made and entered into this 2ø day of
May _ 2022, by and between the City of Merced, a California Charter Municipal Corporation, whose address of record is 678 West 18th Street, Merced, California 95340, (hereinafter referred to as "City") and Momar, Inc., a Georgia Corporation, whose address of record is 1830 Ellsworth Industrial Drive, Atlanta, Georgia 30318, (hereinafter referred to as "Vendor").
WHEREAS, City seeks to purchase the following goods and/or materials:
Vita-Micro CS 70 or like product for the Wastewater Treatment Plant; and, WHEREAS, Vendor represents that it possesses the ability to supply said goods and/or materials to the City.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
SCOPE OF PURCHASE. Vendor shall supply the goods and/or materials described in Exhibit "A" attached hereto.
2. TIME OF PERFORMANCE. Vendor shall provide the goods and materials as soon as reasonably possible after receipt of an order from City.
TERM OF AGREEMENT. The term of this Agreement shall
commence upon the day first above written and end on June 30, 2023.
4. COMPENSATION. The total amount of goods and/or materials purchased pursuant to this Agreement shall not exceed $150,000.00 for the 2022- 2023 fiscal year. Each individual purchase of goods and/or materials will be requested by the City on a standard Purchase Order.
5. METHOD OF PAYMENT. Compensation to Vendor shall be paid by the City after submission by Vendor of an invoice delineating goods and/or materials supplied and quantities of all goods, products, and materials.
6. INDEPENDENT CONTRACTOR. It is expressly understood that Vendor is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Vendor shall be responsible for the payment of all taxes, workers' compensation insurance and unemployment X:\Agreements\WWTP-General\2022\Purchase of Goods - Momar Inc.docx 1 insurance. Should Vendor desire any insurance protection, the Vendor is to acquire same at its expense.
In the event Vendor or any employee, agent, or subcontractor of Vendor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Vendor shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Vendor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
7. INDEMNITY. Vendor shall indemnify, protect, defend (with legal counsel selected by the City), save and hold City, its officers, employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property resulting from intentional or negligent acts, errors, or omissions of Vendor or Vendor's officers, employees, volunteers, and agents during performance of this Agreement; Vendor shall indemnify, protect, defend (with counsel selected by the City) save and hold City, its officers, employees and agents harmless from any and claims or causes of action for any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct, negligent acts, or omissions of Vendor or its employees, subcontractors, or agents, or by the quality or character of Vendor's work.
8. WARRANTY. Vendor warrants and represents to City that each of the goods and/or materials provided to the City herein shall be free from defects in material and workmanship and will conform to the manufacturer's specifications.
If Vendor breaches this warranty, Vendor will, at the City's option, either replace or repair the nonconforming goods or refund the amounts paid by City for said goods.
9. INSURANCE. During the term of this Agreement, Vendor shall obtain and maintain in full force and effect at its own cost and expense, the following insurance coverage:
a. Workers' Compensation and Employer's Liability. Vendor shall obtain and keep in full force Workers' Compensation Insurance with statutory limits and Employer's Liability Insurance with limits of at least one million dollars X: \Agreements|WWTP-General\2022\Purchase of Goods - Momar Inc.docx 2 ($1,000,000). Vendor shall provide a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. b. Commercial General Liability. Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Vendor's general liability policies shall be primary and shall not seek contribution from the City's coverage, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. Any failure to comply with reporting provisions of the policies by Vendor shall not affect coverage provided the City.
Coverage shall state that Vendor insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Coverage shall contain a waiver of subrogation in favor of the City.
C. Certificate of Insurance. Vendor shall complete and file with the City prior to engaging in any operation or activity set forth in this Agreement, certificates of insurance, including all required endorsements, evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation— including cancellation for nonpayment of premium.
d. Notwithstanding any language in this Agreement to the contrary, Vendor shall not be entitled to payment pursuant to the terms of this Agreement until Vendor has obtained the insurance required by this Section 9 and provided documentation of said insurance to the City. In addition to any other remedies City may have, City reserves the right to withhold payment if Vendor's insurance policies are not current.
10. PREVAILING WAGES.
A. Labor Code Compliance. If the work performed under this Agreement falls within Labor Code Section 1720(a)(1) definition of a "public works" the Vendor agrees to comply with all of the applicable provisions of the Labor Code including, those provisions requiring the payment of not less than the general prevailing rate of wages. The Vendor further agrees to the penalties and X: \Agreements| WWTP-General\2022\Purchase of Goods - Momar Inc.docx 3 forfeitures provided in said Code in the event a violation of any of the provisions occurs in the execution of this Agreement.
11. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by the Vendor and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Vendor under this Agreement will be permitted only with the express written consent of the City.
12. TERMINATION FOR CONVENIENCE OF CITY. The City may
terminate this Agreement any time by mailing a notice in writing to Vendor that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further goods shall be provided by Vendor. If the Agreement is so terminated, the Vendor shall be paid for those goods previously delivered to the City at the time the notice of termination is received.
13. CONFORMANCE TO APPLICABLE LAWS. Vendor shall comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Vendor in the employment of persons to work under this contract because of race, color, national origin, ancestry, disability, sex or religion of such person.
Vendor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Vendor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Vendor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.
14. WAIVER. In the event that either City or Vendor shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
X: \Agreements\WWTP-General\2022\Purchase of Goods - Momar Inc.docx 4 15. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS. In the event of any contradiction or inconsistency between any attached documents) or exhibits) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specitied in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
16. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived
17. VENUE. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this agreement shall be held exclusively in a state court in the County of Merced.
18. AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
19. INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
20. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
21. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall X: \Agreements\WWTP-General\2022\Purchase of Goods - Momar Inc.docx 5 :
be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:
City Manager
ATTEST:
STEPHANIE R. DIETZ, CITY CLERK
BY:
Assistant/Deputy City Clerk
APPROVED AS TO FORM:
5/5/2022
Date
ACCOUNT DATA:
BY:
Verified by Finance Officer
X: \Agreements|WWTP-General\2022 Purchase of Goods - Momar Inc.docx 6 :
VENDOR
MOMAR, INC.,
A Georgia Corporation
BY:
(Signature)
Mike Deard
(Typed Name)
Its: CFO
(Title)
BY:_ foul -
(Signature)
Heather A Jamieson
(Typed Name)
Its: COO
(Title)
Taxpayer I.D. No. 58-052446|
ADDRESS: 1830 Ellsworth Industrial Dr.
Atlanta, GA 30318-3746
TELEPHONE: 404-335:4580 800-556-3967
FAX: 404-506 - 9664
E-MAIL: [email protected]
X: \Agreements|WWTP-General\2022\Purchase of Goods - Momar Inc.doex 7 FrEAK WIN IN. VIV
W 18* BIDS GO TO: 2525-0 ST
St Merced CA 95340: MERCED CA 95340
(209) 385-6833
[email protected]
QUOTE HEREON YOUR LOWEST PRICES F.O.B. MERCED FOR THE FOLLOWING EQUIPMENT, MATERIALS, SUPPLIES OR SERVICES. NO ALLOWANCE FOR FREIGHT, CARTAGE, PACKING, OR POSTAGE UNLESS SPECIFIED ON THIS BID. WHERE BRAND OR MAKE IS SPECIFIED, SIMILAR OR EQUAL WILL BE CONSIDERED.
SEALED BIDS MUST BE IN THIS OFFICE BY: DEPARTMENT: WWTF hursday, April 21, 2022 2:00 P.M. REQUISITION: 04212022 Crude Glycerin Supply Quantity UOM Description Grade CAS# Unit Price/Years 1 Extended Price 48,000 gal Crude Glycerin 68% by mass min. 56-81-55 3.20 $153,600 Unit Price/Year 2 Extended Price
$3.40 $163,200
Unit Price/Year 3 Extended Price
$3.60 $ 172,800
We have stated hereon the prices at which we wil fumish and deliver the COMPANY: Momar, Inc. equipment, materials, supplies or services as specified above.
Robert Beck
Delivery will be made in _ 7 _days after receipt of order (A.R.O.). TITLE:
VP
except as otherwise indicated. SIGNATURE: Rolent Beck
DATE: 4/18/22
Note: The City reserves the right to reject any and or all bids, split the PHONE: 203-725-8082 bid award, or to accept the bid that best serves the public purpose, EMAIL:
bone [email protected]
even though it may not be the lowest.
PAYMENT TERMS: (Ngt 10, 30, 45)
CITY OFFICERS AND EMPLOYEES INELIGIBLE TO BID
VIll. Special Instructions for Deliveries
A. Packaging
1. Pack all items to ensure that each item can be handled and transported safely from the hipping point, during transit, arrival at the destination point, offloading, and storag 'acking materials and packaging must be appropriate to the item:
B. A certificate of analysis and a 200 ml sample will be provided for each delivery.
C. Delivery Schedule
1. Contractor shall deliver product within three (3) calendar days after receipt of order (A.R.O.). EXHIBIT A
2. deliveries will be made to the City of Merced WTF in a single unit tanker. ..... ......
upon quantities and delivery dates.
X. Pricing
A. Unit Price: include everything but sales tax.
B. Delivery Costs: include delivery costs in unit price.
C. Sales Tax: City will add the appropriate sales tax to each order.
D. Additional Charges: none; do not charge restocking or returned items; minimum orders; deliveries; disposals; deposits; environmental fees; fuel surcharges; etc.
E. Fixed Prices: applies to all items for orders placed within the term of the contract for each specified year after bid closing through final delivery.
XI. Bid Results Price Sheet
A. Awarded bidder's Bid Form (price sheet), as accepted by City, will be incorporated as part of the resulting purchase order or contract.
XII. Bid Contract Documents
A. Bid Form
B. Non-collusion Affidavit
C. Purchase of Goods Agreement
NOTICE
ALL BIDS MUST BE SIGNED
CONTINUED ON NEXT PAGE
Non-Collusion Affidavit
Note: To be executed by Offeror and submitted with Offer.
State of Georgia
the State of the place of business
County Fulton
of
(the County of the place of business)
Robert Beck , being first duly sworn, deposes
(name of the person signing this form)
says that he/she
the party making the foregoing
Momar Inc. offer
(name of offering company)
that the offer is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the offer is genuine and not collusive or sham; that the OFFEROR has not directly or indirectly induced or solicited any other offeror to connived, or agreed with any offeror or anyone else to put in a sham offer, or to refrain from ottering; that the OFFEROR has not in any manner, directly or indirectly, sought by agreemen communication, or conference with anone to fix the offer price of the OFFEROR of any othe offeror, or to fix any overhead, profit, or cost element of the offer price, or of that of any other offeror; that all statements contained in the offer are true; and, the OFFEROR has not, directly or indirecty, submitted his or her offer price or any breakdown thereof, or the contents thereof, executing this declaration on behalf of a OFFEROR that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the OFFEROR.
I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct, and that this declaration is executed as set forth. signed: Rohut Beck
(signature)
Printed Name: Robert Beck
(name of the person signing this form)
Title: VP
(tite of the person signing this form)
Date: 4/18/22
(date signed)
Notary is not required for this offer.
Sample Purchase of Goods Agreement.
PGA Parase of
Geed: Agreement p
City of Merced 5
MOMAR®
INCORPORATED
Solutions for the World Since 1947 Quality Through Research April 18, 2022
RE: Crude Glycerin RFB# 04212022
City Of Merced
Purchasing Division
2525 "O" Street
Merced, CA. 95340
Dear Mr. Julio Marquez
Please find below our 3 references for RFB# 04212022:
1 - City Of Thousand Oaks HCTP located at 9600 Santa Rosa Road in Camarillo, CA. 93012 Contact: Tim Mooney Email: [email protected] Phone: 805-498-4011 We are current contract holders for their Glycerin supply and delivery. 2 - City Of Merced Treatment Plant located at 10260 Gove Road in Merced, CA. 95341 Contact: Jeff Silva Email: [email protected] Phone: 209-564-0422 We are currently a supplier of glycerin to Merced under a temporary PO 3- El Dorado Hills WWTP located at 4625 Latrobe Road in El Dorado Hills, CA.95762 Contact: Cody Smith Email: [email protected] Phone: 530-295-6845 Current Supplier of glycerin as needed
All of our trucking is typically handled by IWP out of Coachella, CA. If the schedule is temporarily overbooked, we will contract out to a third party hauler. This is extremely rare, but can happen from time-to-time.
Personally,
Robert Beck
[email protected]
(203) 725-8082
cc:
MOCHEM Aquatrol LUBEST& MOMARKET"
MinTech HANDYMAN SAFETYMAN® RAGACO®
1830 Ellsworth Industrial Dr., Atlanta, Georgia 30318 Phone: (800) 556-3967 Fax: (877) 588-6864 Web: momar.com Emergency Telephone Number (INFOTRAC):
North America: 1-800-535-5053, International: 1-352-323-3500 VITA-MICRO'CS 70 FOR INDUSTRIAL AND INSTITUTIONAL USE ONLY.
NOT FOR HOUSEHOLD USE OR RESALE.
CONSULT SAFETY DATA SHEET (SDS) FOR MORE INFORMATION.
KEEP OUT OF REACH OF CHILDREN
WASTEWATER CARBON SOURCE ADDITIVE & ELECTRON DONOR
AIDSBIOLOGICALWATERTREATMENTPROGRAMS IN CONTAMINANTREMOVAL, SPECIFICALLYNITRATEANDPHOSPHORUSREMOVAL LOWER IMPLEMENTATION COSTS AND SAFER TO EMPLOY THAN CONVENTIONAL METHANOL SYSTEMS do not use this product until the label has been fully explained to you.) • Neutral ph, low odor, and extremely soluble in water VITA-MICRO CS CONTAINS 100% USDA CERTIFIED
BIOBASED CONTENT
Custom blended to meet viscosity, bi, and other requirements • 100% comnosition from US-grown, renewable, agricultural feedstocks USDA
All-weather formulated to remain stable and pumpable from -20°F -100°F • Non-flammable, non-corrosive, non-hazardous, non-toxic, bio-based, and CERTIFIED BIOBASED NUMBERE Not Regulated
biodegradable PROPER SHIPPING
MOMAR • Refined to ensure ultra low levels of chlorides, fatty acids, methanol, and PRODUCT VAME:
EnviroPact PRODUCT 100% э.O.T. CLASS:
volatile organic compounds (VOCS] ...... .
PACKAGING GROUP...
APPLICATION INFORMATION:
Consult with your Momar Representative about feed rates, dosing methods, and the chemical metering pumps required for dosing. Most chemical metering pumps used for conventional carbon source products (i.e. methanol, acetic acid, sodium acetate, sucrose, ethanol, etc.) are suitable for Vita-Micro CS. Consult temperature - viscosity curve on technical data sheet when setting pumps. Do not mix Vita-Micro CS with other chemicals. Vita-Micro CS can be metered
HEALTH REACTIVITY
directly from the IBC (275-gallon tote) through the top 6-inch bung or the bottom 2-inch camlock. Vita-Micro CS can be delivered by tanker and stored in fiberglass reinforced plastic (FRP) tanks or comparable tanks. Also suitable for use in combination with Momar biological and polymer programs for metals FLAMMABILITY O PERSONAL PROTECTION E removal, BOD augmentation, and perchlorate removal.
PREVENTION: Though this product presents no specific hazards, it is recommended that users avoid inhalation, ingestion, and contact with eyes and skin. Always use proper personal protective equipment (PPE). Do not use pressure to empty because container is not a Made in the U.S.A.
MOGYEM®
RESPONSE: May cause temporary eye and skin irritation. May cause gastrointestinal tract irritation, if ingested. In case of contact with eyes, flush with plenty of water for 15 minutes, occasionally lifting lids. In case of contact with skin, wash area with soap and water. Get Division of Momar, Incorporated medical attention if eye or skin irritation persists. If ingested, drink 1 to 2 glasses of water to dilute, and get medical attention. Solutions for the World Since 1947 STORAGE: Store at temperatures above 0°F and below 100°F in a well-ventilated place, out of direct sunlight. Avoid over-exposure to 183C Ellsworth Industrial Drive, N.W., Atlanta, Georgia 30318 sunlight (ultraviolet light). Keep container tightly closed until use. www.momar.com 800-556-3967 DISPOSAL: Dispose of contents/container to approved waste disposal plant in accordance with federal, state, and local regulations.
SPILLAGE: Wear appropriate PPE. Avoid spills and clean them up immediately when they occur. Product is slippery. Avoid accidental release of concentrate into sewers or water ways. Contain spill if possible. Absorb on mineral clay absorbent material. Shovel into DOT approved container for disposal. LOT #: REV: 1
CERTIFICATE OF ANALYSIS
MOCHEM
Division of Momar, Incorporated
1830 Ellsworth Industrial Drive NE
Atlanta, GA 30318
Vita-Micro CS 70
GLYCERIN BASED SUPPLEMENTAL CARBON SOURCE
BATCH NO: 2021-11-03-05
Specification
Sample Analysis Results Unit
Range
Color (visual) Amber Pass Pass/Fail
Clear Liquid;
Free of
Appearance @ 25°C (visual) suspended Pass Pass/Fail
settled, or
floating matter
MONG Layer <3% Pass Pass/Fail
Fatty Acid (% w/w) <0.75% 0.4 %
Low, Sweet Pass Pass/Fail
Odor
Fragrance
Specific Gravity @ 20°C (ASTM-D-287) 1.21 - 1.25 1.238 g/mL Viscosity @ 20°C (ASTM D2196-10) < 200 65 cPs
Viscosity @ 5°C (ASTM D2196-10) <800 170 cPs
pH @25°C (ASTM-E-70) 4 - 11 5.02
COD (ASTM D1252 [dilution in water]) >1,000,000 1,155,000 ppm Flash Point (ASTM D93-12) > 93°C Pass Pass/Fail
Debris / Trash / Particle Size (ASTM E11-09e1) <15 microns Pass Pass/Fail Glycerin Content ASTM D7637-10 68-72 68.4 %
Methanol (EN 14110) < 0.5 Pass Pass/Fail
Sulfated Ash Content (AOCS CA 11-55) < 9% Pass Pass/Fail The quality control laboratory of the MOCHEM Division of Momar, Inc. certifies that the above tests were run and all specifications were met.
Арму Stennon
MeCHEM Division of Momar, Inc