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R-08-06-26-10E2 - 6/26/2008RESOLUTION NO. R -08-06-26-10E2 WHEREAS, the City of Round Rock has duly advertised for bids for the purchase of water treatment chemicals, and WHEREAS, Polydyne, Inc. has submitted the lowest responsible bid, and WHEREAS, the City Council wishes to accept the bid of Polydyne, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Purchase of Water Treatment Chemicals Liquid Cationic Polymer From Polydyne, Inc., a copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein, and The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 26th day of June, 2008. ATTEST: ?JwAn,.0 Picte SARA L. WHITE, City Secretary O:\WDOX\RESOLUTI\R80626E2.DOC/rmc ALAN MCGRAW, Mayor City of Round Rock, Texas CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF WATER TREATMENT CHEMICALS LIQUID CATIONIC POLYMER FROM POLYDYNE, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: That this Agreement for purchase of liquid cationic polymer, and for related goods and services, referred to herein as the "Agreement," is made and entered into on this the day of the month of, 2008, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and POLYDYNE, INC., whose offices are located at One Chemical Plant Road, Riceboro, Georgia 31323, referred to herein as the "Vendor." This Agreement supersedes and replaces any previous agreements between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase liquid cationic polymer, and to purchase associated goods and services, and City desires to purchase same from Vendor; and WHEREAS, City has issued its "Invitation for Bid" for the provision of said goods, and City has selected the bid submitted by Vendor; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement includes the following: (a) City's Invitation for Bid designated IFB 08-024, Specification Number 06-885-00-02 revised January 2008; (b) Vendor's Response to IFB; (c) contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: 00136869/m1 EXHIBIT 1 (1) This Agreement; (2) Purchaser's Response to IFB; (3) City's Invitation for Bids, exhibits, and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified supplies, materials, commodities, or equipment. F. Vendor means Polydyne, Inc., or any of its successors or assigns. 2.01 EFFECTIVE DATE, INITIAL TERM, AND ALLOWABLE RENEWALS A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The term of this Agreement shall be for two (2) consecutive twelve-month periods from the effective date hereof. After that term, this Agreement may be renewed for successive terms of twelve (12) months each, not to exceed in the aggregate two (2) such renewals, with such renewals to occur on or before the expiration date of the preceding term, and with such renewals being absolutely predicated upon the express written agreement of both parties. Such renewals are permitted only provided Vendor has performed each and every contractual obligation specified in this original Agreement. C. Prices shall be firm for the duration of this Agreement and for any renewal periods. No separate line item charges shall be permitted for invoicing purposes, including but not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other extraneous charges. City may permit "unit price" adjustments upwards only as a result of a cost increase in goods or services in accordance with the Producers Price Index located at http://stats.bls.gov/ppi/home.htm. Any price increase shall be requested by Vendor in writing and accompanied by the appropriate documentation to justify the requested increase. Vendor may offer price decreases in excess of the allowable percentage change. 2 D. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor as the integrator of choice to supply the goods as outlined in IFB 08-024, Specification Number 06-885-00-02 revised January 2008, and Response to IFB submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the IFB and as offered by Vendor in its Response to the IFB. The goods which are the subject matter of this Agreement are described in Exhibit "A" and, together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 ITEMS AWARDED All bid items on Exhibit "A" are awarded to Vendor, specifically liquid cationic polymer. 5.01 COSTS Unit price of $3.26 per unit of C -308P and $3.29 per unit of C-338. Bid costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received; and D. Delivery dates. 7.01 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. 3 Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from lack of exception to this clause in the vendor's response. However, all parties hereby expressly agree that the City of Round Rock is not an agent of, partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently -negotiated "piggyback" procurements. 8.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 9.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or B. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or C. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or D. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 10.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without incurring any liability to Vendor if it is determined by City that gratuities or bribes in the form of 4 entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 12.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 13.01 INSURANCE Vendor shall meet all requirements as stated in the attached Invitation for Bid No. IFB 08-024 (including all attachments and exhibits), and its bid response. 14.01 CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regard to this Agreement: Eloy Espinosa Public Works -Water Treatment Plant 5494 North IH 35 Round Rock, Texas 78664 512-341-3331 eloy@round-rock.tx.us 15.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 16.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re -advertisement of the service and that it may not 5 be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; C. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 17.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 18.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be 6 deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 20.01 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Polydyne, Inc. One Chemical Plant Road Riceboro, GA 31323 Notice to City: Assistant City Manager 221 East Main Street Round Rock, TX 78664 Stephen L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions 7 MARSH CERTIFICATE OF INSURANCE PRODUCER Marsh USA, Inc. 3475 Piedmont Road N.E., Suite 1200 Atlanta, GA 30305 J06103—CAS-2006 INSURED CERTIFICATE NUMBER ATL -001377269-01 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POUCY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMPANY A AMERICAN HOME ASSURANCE POLYDYNE, INC. A SUBSIDIARY OF SNF HOLDING CO P.O. BOX 250 RICEBORO, GA 31323 COVERAGES This certificate supersedes and replaces any previously issued certificate for the . 1 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN IFOR cy pT�HE POUCCYY PERRIIOOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAWS. COMPANY B WESTCHESTER FIRE INSURANCE CO. COMPANY C HARTFORD INS CO OF THE MIDWEST COMPANY D CO LTR TYPE OF INSURANCE POLICY NUMBER POUCY EFFECTIVE DATE (MMIDD/YY) POUCY EXPIRATION DATE (MM/DD/YY) OMITS A GENERAL UABIUTY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE X OCCUR OWNER'S & CONTRACTOR'S PROT X $74Q000 nFf71 JCTIRI F GL7218647 12/31/07 12/31/08 GENERAL AGGREGATE $ 5,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 PERSONAL & ADV INJURY $ 1,000,000 EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Any one fire) $ 500,000 A AUTOMOBILE UABIUTY X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS NON -OWNED AUTOS CA9800119 12/31/07 12/31/08 MED EXP (Any one person) COMBINED SINGLE LIMIT $ 10,000 $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ GARAGE UABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ B C EXCESS UABIUTY X UMBRELLA FORM OTHER THAN UMBRELLA FORM WO KERS COMPENSATION AND EMPLOYERS' UABILJTY THE PROPRIETOR/ PARTNERS/EXECUTIVE OFFICERS ARE: OTHER INCL EXCL G22035824003 20WNMS3763 12/31/07 12/31/08 AGGREGATE EACH OCCURRENCE $ $ 5,000,000 AGGREGATE $ 5,000,000 12/31/07 12/31/08 X I TORY LIMITS OTH- ER $ EL EACH ACCIDENT $ 1,000,000 EL DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER EL DISEASE -EACH EMPLOYEE $ 1,000,000 CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TX 78664 CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, TIE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL RQ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS CR REPRESENTATIVES, OR THE ISSUER OF TMS CERTIFICATE. AUTHORIZED REPRESENTATIVE Marsh USA Inc. BY: Douglas R. Payne 40)1114 MM1(3/02) VALID AS OF:04/23/08 BIDS ARE DUE TO THE PURCHASING OFFICE AT THE ABOVE ADDRESS BEFORE BID OPENING TIME. INVOICE TO: City of Round Rock Accounts Payable 221 East Main Street Round Rock, Texas 78664-5299 81D F.0 B. DESTINATION, FREIGHT PREPAID AND ALLOWED UNLESS OTHERWISE SPECIFIED BELOW DESTINATION: Cit y of Round Rock Water Treatment Plant 5494 North IH 35 and 501 North Mays Round Rock TX 78664 INVITATION FOR BID (IFB) CITY OF ROUND ROCK PURCHASING OFFICE 221 E. Main Street Round Rock, Texas 78664-6299 FACSIMILE RESPONSES SHALL NOT BE ACCEPTED SNOW BID OPENING DATE & BID NUMBER W LOWER LEFT NAND CORNER OF SEALED BID ENVELOPE B SNOW RETURN ADDRESS OF BIDDING FIRM. BIDDING INFORMATION: WATER SUPPLY TREATMENT CHEMICALS BID NUMBER 08-024 OPENING DATE: 2/19/2008 at 3:00 P.M. BID LOCATION: 221 E. Main Street, Council Chambers, Round Rock, TX 778884 RETURN SIGNED ORIGINAL AND ONE COPY OF BID BIDDER SMALL SIGN BELOW Failure to sign bid Mr<III disqualify bid 02/13/2008 Authorized Signature Data Lawrence D. Grizzle, Business Manager "By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business." Bidder agrees to comply with all conditions set forth below In this IFB. See 1.7 of Bidding Instructions on page 3 TAXIDNO.: 34-1810283 • LEGAL BUSINESS NAME: Polydyne Inc. ADDRESS: One Chemical Plant Road ADDRESS: Riceboro, GA 31323 CONTACT. Lawrence D. Grizzle, Business Manager (912) 880-2035 TELEPHONE NO.: BUSINESS ENTITY TYPE: Manufacture and supply of polymers for Write "By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business." Bidder agrees to comply with all conditions set forth below In this IFB. This is for a two year agreement with two 12 -month renewal options for water supply treatment chemicals in accordance with Specification No.06- 885-00-01, revised 1-2008 (11 pgs), Attachment A (3 pgs.) NOTE: ONE OR MORE AWARDS MAY BE FOR Ali ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE_ CITY. .. _F. ��� � : Vii: /: '.4 x.11,. 3 -t �...-d• •Ja .~ . .,;.. ITEM # CLASS & ITEM DESCRIPTION 885-00 QUANITY ' EST. ANNUAL USE _ UNIT OF MEASURE .�'4 l.W UNIT PRICE EXTENSION ' EST. ANNUAL USE 1 CHLORINE (TON CYLINDERS) 200 TON N/A 2 CHLORINE (150 Ib. CYLINDERS) 200 EACH N/A 3 LIQUID ALUMINUM SULFATE 190 287 DRY TON DRY TON N/A N/A 4 LIQUID ALUMINUM SULFATE w/ 2% COPPER SULFATE 5 HYDROFLUOSILICIC ACID 23% 11,000 GALLON N/A 6 LIQUID CATIONIC POLYMER(55GAL. DRUMS)C_3Q88P 3f 7,425 GALLON .26/Gal 29/Gal 24,205.50 24.428.25 7 POTASSIUM PERMANGANATE -FREE FLOWING 12,500 LBS$3' N/A 8 SODIUM PERMANGANATE -LIQUID 6,000 GALLONS N/A 9 BELT PRESS POLYMER (55 GAL. DRUMS)C-6260 965 GALLON $9.78/Gal $ 9,437.70 10 ANHYDROUS AMMONIA 88,000 LBS N/A 11 LIQUID AMMONIUM SULFATE (LAS) 14,100 GALLON N/A GRAND TOTAL $33,865.95 DELIVERY IN 14 DAYS /waste - 1 of 3 The products bid above are Potable Water Grade Polymers. Please see attached NSF Listing. BIDDING INSTRUCTIONS ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID ANY EXCEPTIONS THERETO MUST BE IN WRITING 1. BIDDING REQUIREMENTS: 1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees product offered will meet or exceed specifications identified in this Invitation For Bid (IFB). 1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on IFB. Bids must be in the Purchasing Office before the hour and date specified on the IFB. 1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered. 1.4 Bid F.O.B. destination, freight, prepaid, 8 allowed unless otherwise speed on the IFB. If otherwise, show exact cost to deliver. 1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price increase will not be considered. 1.6 Bid prices shall be firm for acceptance 30 days from bid opening date. "Discount from List" bids are not acceptance unless requested. Cash discount will not be considered in determining the low bid. All cash discounts offered will be taken if earned. 1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following: Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental. Non-profit, all others shall be specked. INDIVIDUAL: List name and number as shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name of entity and Tax Identification Number (Tin). 1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be withdrawn after opening time without approval of the CITY based on a written acceptable reason. 1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid. 1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be made at the sole discretion of the City. 1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations. 1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB. 1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or otherwise non-responsive 2. SPECIFICATION: 2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference data in bid, bidder will be required to furnish brand names, numbers, etc, as specified in the IFB. 2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the contrary will not be recognized. 2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense. Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid. 2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB. 2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB. 3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code. 4. DELIVERY: 4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises without valid reason may cause removal from bid list. (See 4.2 following.) 4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date '1 reasons appear valid. Contractor must keep the City advised at at times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies elsewhere and charge full increase, if any, in cost and handling to defaulting contractor. 4.3 No substitutions or cancellations permitted without written approval of the City. 4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB. 5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have access to any suppliers place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall be borne by the supplier. Goods, which have been delivered and rejected in whole or in part, may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's risk and expense. Latent defects may result in revocation of acceptance. 6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB. Bids do not become contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council or Manager. 7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on at copies. 8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights. 9. VENDOR ASSIGNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967). 10. BIDDER AFFIRMATION: 10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all bid lists. By signature hereon affixed, the bidder hereby certifies that 10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor, or service to a public servant in connection with the submitted bid. 10.3 The bidder is not currently delinquent in the payment of any debt owed the City. 10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly the bid made to any competitor, or any other person engaged in such line of business. 10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB. _ 11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included. Submission of bids on forms other than City bid form may result in disqualification of your bid. 12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date. Bidder Instructions Page 2 of 3 Rev.: 04-04-05 REFERENCE SHEET Please Complete and Return This Form with the Solicitation Response SOLICITATION NUMBER: IFB 08-024 - WATER SUPPLY TREATMENT CHEMICALS BIDDER'S NAME: Polydyne Inc. DATE: 02/13/2008 Provide the name, address, telephone number and point of contact of at least three firms that have utilized similar service for at least 2 year. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 1. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number 2. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number 3. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number 4. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number 5. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number City of St. Louis Don Rea Plant Manager 10450 Riverview Drive St. Louis, MO 63103 ( 314) 868-5640 Fax Number ( 314) 622-4826 City of Phoenix Keith Greenburg Plant Manager 3030 West Dunlap Phoenix, AZ 85003 ( 602) 262-4537 Fax Number (602 ) 534-1933 Gulf Coast Water Authority Ricky Kettler Plant Manager 4001 5th Avenue North Texas City, TX 77591 ( 409) 948-6415 Fax Number ( 409 ) 935-4156 Santa Clara Valley Water District Heinz Haase Plant Manager 400 Moore Avenue San Jose, CA 95118 ( 408)265-2600 Fax Number (408 ) 979-5628 City of Dallas Robert Randolph Plant Manager 1440 Whitlock Lane Dallas, TX 75201 ( 972) 389-6003 Fax Number ( 214 ) 670-4793 FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION OF AWARD. Reference Sheet Page 3 of 3 Dated: 05/2005 ROUND ROCK. TEXAS PURPOSE PASSION. PROSPERRY CITY OF ROUND ROCK, TEXAS INVITATION FOR BID ADDENDUM WATER SUPPLY TREATMENT CHEMICALS IFB No. 08-024 Addendum No. 1 Date of Addendum: February 11, 2008 The following items in the IFB identified above have been changed: Revise bid sheet to: a. Change Item No. 4 to read Liquid Aluminum Sulfate with 2% Copper Sulfate. b. Add Item No. 7- Potassium Permanganate — Free Flow, and move belt Press Polymer to Item No. 9. c. Add Item No. 8 — Sodium Permanganate — Liquid, and move Anhydrous Ammonia to Item No. 10. The attached "Revised Bid Sheet" replaces current bid sheet and shall be turned in with bid. All other terms and conditions of this IFB and specifications remain unchanged. //.) Approved b 1\ a- J y GL��I By the signatures affixed below, Addendum No. 1 is hereby incorporated into and made a part of the above referenced IFB. ACKNOWLEDGED Polydyne Inc. 02/13/2008 Vendor Authorized Signature Date Lawrence D. Grizzle Business Manager RETURN ONE COPY OF THIS ADDENDUM TO THE PURCHASING OFFICE, CITY OF ROUND ROCK WITH YOUR SEALED BID. FAILURE TO DO SO MAY CONSTITUTE GROUNDS FOR REJECTION OF YOUR BID. 10E2. — SUBSTITUTE BLUE SHEET DATE: June 19, 2008 SUBJECT: City Council Meeting—June 26, 2008 ITEM: *10E2. Consider a resolution authorizing the Mayor to execute an agreement for the purchase of Liquid Cationic Polymer from Polydyne, Inc. Department: Staff Person: Justification: Water and Wastewater Utilities Michael D. Thane, Director of Utilities This is an annual contract for the purchase of Liquid Cationic Polymer for the Water Treatment Plant. The product is used in the coagulation process. Funding: Cost: $24,205.50 Source of funds: Self Financed Utility Outside Resources: Polydyne, Inc. Background Information: The city opened bids for liquid cationic polymer on February 19, 2008. Bids were received from three different bidders. The product offered by Polydyne, Inc. was accepted as the best value. Public Comment: N/A Executed Document Follows CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF WATER TREATMENT CHEMICALS LIQUID CATIONIC POLYMER FROM POLYDYNE, INC. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: That this Agreement for purchase of liquid cationic polymer, and for related goods and services, referred to herein as the "Agreement," is made and entered into on this the261k day of the month of awe, , 2008, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and POLYDYNE, INC., whose offices are located at One Chemical Plant Road, Riceboro, Georgia 31323, referred to herein as the "Vendor." This Agreement supersedes and replaces any previous agreements between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase liquid cationic polymer, and to purchase associated goods and services, and City desires to purchase same from Vendor; and WHEREAS, City has issued its "Invitation for Bid" for the provision of said goods, and City has selected the bid submitted by Vendor; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement includes the following: (a) City's Invitation for Bid designated IFB 08-024, Specification Number 06-885-00-02 revised January 2008; (b) Vendor's Response to IFB; (c) contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: 00136869/m1 1 -O$ -a? -26 -100 2.. (1) This Agreement; (2) Purchaser's Response to IFB; (3) City's Invitation for Bids, exhibits, and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified supplies, materials, commodities, or equipment. F. Vendor means Polydyne, Inc., or any of its successors or assigns. 2.01 EFFECTIVE DATE, INITIAL TERM, AND ALLOWABLE RENEWALS A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. The term of this Agreement shall be for two (2) consecutive twelve-month periods from the effective date hereof. After that term, this Agreement may be renewed for successive terms of twelve (12) months each, not to exceed in the aggregate two (2) such renewals, with such renewals to occur on or before the expiration date of the preceding term, and with such renewals being absolutely predicated upon the express written agreement of both parties. Such renewals are permitted only provided Vendor has performed each and every contractual obligation specified in this original Agreement. C. Prices shall be firm for the duration of this Agreement and for any renewal periods. No separate line item charges shall be permitted for invoicing purposes, including but not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other extraneous charges. City may permit "unit price" adjustments upwards only as a result of a cost increase in goods or services in accordance with the Producers Price Index located at http /stats.bls.gov/ppiihome.htm. Any price increase shall be requested by Vendor in writing and accompanied by the appropriate documentation to justify the requested increase. Vendor may offer price decreases in excess of the allowable percentage change. 2 D. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor as the integrator of choice to supply the goods as outlined in IF13 08-024, Specification Number 06-885-00-02 revised January 2008, and Response to IFB submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the IFB and as offered by Vendor in its Response to the IFB. The goods which are the subject matter of this Agreement are described in Exhibit "A" and, together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 ITEMS AWARDED All bid items on Exhibit "A" are awarded to Vendor, specifically liquid cationic polymer. 5.01 COSTS Unit price of $3.26 per unit of C -308P and $3.29 per unit of C-338. Bid costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received; and D. Delivery dates. 7.01 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. 3 Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from lack of exception to this clause in the vendor's response. However, all parties hereby expressly agree that the City of Round Rock is not an agent of, partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently -negotiated "piggyback" procurements. 8.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 9.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or B. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or C. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or D. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 10.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without incurring any liability to Vendor if it is determined by City that gratuities or bribes in the form of 4 entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 12.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 13.01 INSURANCE Vendor shall meet all requirements as stated in the attached Invitation for Bid No. IFB 08-024 (including all attachments and exhibits), and its bid response. 14.01 CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regard to this Agreement: Eloy Espinosa Public Works -Water Treatment Plant 5494 North IH 35 Round Rock, Texas 78664 512-341-3331 eloy@round-rock.tx.us 15.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 16.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re -advertisement of the service and that it may not 5 be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; C. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 17.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 18.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be 6 deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 20.01 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Polydyne, Inc. One Chemical Plant Road Riceboro, GA 31323 Notice to City: Assistant City Manager 221 East Main Street Round Rock, TX 78664 Stephen L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions 7 herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 24.01 DISPUTE RESOLUTION If a dispute or claim arises under this Agreement, the parties agree to first try to resolve the dispute or claim by appropriate internal means, including referral to each party's senior management. If the parties cannot reach a mutually satisfactory resolution, then and in that event any such dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 25.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any such void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined to be void. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. 8 Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Polydyne, Inc. By: Printed Name: Title: Aclafri 6.2‘. vim Date Signed: Attest: By: Cla""'er Sara L. White, City Secretary For City, A, ' riled as to F By: Stephan Sheets, City Attorney 9 By: Printed Name: J,awranra Title: Business Manager Date Signed: 4/23/08 D nri771P MARSH CERTIFICATE OF INSURANCE CERTIFICATE NUMBER ATL-001377269-01 PRODUCER Marsh USA, Inc. 3475 Piedmont Road N.E., Suite 1200 Atlanta, GA 30305 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POUCY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE J06103—CAS-2006 COMPANY A AMERICAN HOME ASSURANCE INSURED POLYDYNE, INC. A SUBSIDIARY OF SNF HOLDING CO COMPANY B WESTCHESTER FIRE INSURANCE CO. P.O. BOX 250 RICEBORO, GA 31323 COMPANY C HARTFORD INS CO OF THE MIDWEST COMPANY D COVERAGES This certificate supersedes and replaces any previously issued certificate for the policy period noted below. 1 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POUCY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POUCY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY) POUCY EXPIRATION DATE (MM/DD/YY) OMITS A GENERAL LABILITY GL7218647 12/31/07 12/31/08 GENERAL AGGREGATE $ 5,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS COMP/OP $ 2,000,000 CLAIMS MADE X OCCUR - AGG PERSONAL $ 1,000,000 OWNER'S & CONTRACTOR'S PROT & ADV INJURY EACH OCCURRENCE $ 1,000,000 X $?Snpnn nFn1)CTIRI E FIRE DAMAGE (Any one fire) $ 500,000 MED EXP (Any one person) $ 10,000 A AUTOMOBILE X UABIUTY ANY AUTO CA9800119 12/31/07 12/31/08 COMBINED SINGLE LIMIT $ 1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ X HIRED AUTOS NON-OWNED AUTOS BODILY INJURY (Fer gyp) $ PROPERTY DAMAGE $ GARAGE UABIUTY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH $ ACCIDENT AGGREGATE $ B EXCESS UABIUTY G22035824003 12/31/07 12/31/08 EACH OCCURRENCE $ 5,000,000 X UMBRELLA FORM AGGREGATE $ 5,000,000 OTHER THAN UMBRELLA FORM $ C WO KERS COMPENSATION AND 20WNMS3763 12/31/07 12/31/08 X I WC STATU- OTH- ER THE PROPRIETOR/ EL EACH ACCIDENT $ 1,000,000 PARTNERS/EXECUTIVE INCL EL DISEASE-POLICY LIMIT $ 1,000,000 OFFICERS ARE: EXCL EL DISEASE-EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE MU. ENDEAVOR TO MAIL MI DAYS WRITTEN NOTICE TO THE CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TX 78664 CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE. AUTHORIZED REPRESENTATIVE Mandl USA Inc. V?.'yk€ BY: Douglas R. Payne ' �"� MM1(3/02) VALID AS OF:04/23/08