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24-101 To Spend Coronavirus State and Local Fiscal Recovery Funds (SLFRF)CITY OF SHOREWOOD COUNTY OF HENNEPIN STATE OF MINNESOTA RESOLUTION 24-101 A RESOLUTION TO SPEND CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS (SLFRF) WHEREAS, the American Rescue Plan Act (ARPA) established Coronavirus State and Local Fiscal Recovery Funds (SLFRF); and WHEREAS, SLFRF were appropriated to state, territorial, local and Tribal governments across the country to support the response to the economic and public health impacts of COVID-19 and in their efforts to contain impacts on their communities, residents, and businesses; and WHEREAS, SLFRF can be awarded in the seven statutory categories, which include (1) to respond to the COVID-19 public health emergency or its negative economic impacts, (2) to respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers of the recipient that are performing such essential work, or by providing grants to eligible employers that have eligible workers who perform essential work, (3) for the provision of government services, to the extent of the reduction in revenue of such recipient due to the COVID-19 public health emergency, relative to revenues collected in the most recent full fiscal year of the recipient prior to the emergency, (4) to make necessary investments in water, sewer, or broadband infrastructure, (5) to provide emergency relief from natural disasters or the negative economic impacts of natural disasters, (6) for projects eligible under the 26 surface transportation programs specified in the 2023 CAA (Surface Transportation projects), and (7) for projects eligible under Title I of the Housing and Community Development Act of 1974 (Title I projects) WHEREAS, the city seeks to use SLFRF on a water infrastructure project (SE Filter Valve Replacement, Project 23-07); and WHEREAS, the city seeks to use SLFRF on a water infrastructure project (SE Well and Filter Improvement Project, 24-08). NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD, MINNESOTA AS FOLLOWS: The city will use SLFRF to pay for SE Filter Valve Replacement Project and the SE Well and Filter Improvement Project. ADOPTED BY THE CITY COUNCIL OF SHOREWOOD, MINNESOTA this 25th day of November 2024. "-�7- J4'hifer fabadie, Mayor iw Sandie Thone, City Clerk VESSCO 6217 upland Circle I Chanhassen, MN 55317 952.941.2676 INC. 2740 Ford Street I Ames, IA 50010 I 15.233.8599 TO: Andrew Budde PROJECT: Shorewood, MN WTP Improvements ENGINEER: Bolton and Menk FROM: Clark Corbett Vessco hereinafter referred to as "Company" proposes to furnish, under the Terms and Conditions hereinafter set forth and described in the accompanying description and specifications, the following equipment. Vessco, Inc. will provide pricing and any additional information you may require prior to the bid opening. The following is a list of Sections and Equipment included in our Scope of Supply. Section 46 31 11 — Chlorination Equipment (Base Bid:- Wallace & Tiernan) Chemical Feed Equipment and related items listed below as manufactured by W&T. Individual components are as follows. Please note that for all Chemical Feed Systems, we have excluded all Ball Valves, Check Valves, Vacuum Breaker Valves, Quick Disconnects, Diaphragm Valves, PVC Piping, PVC Fittings, Anchor Bolts, and all other items not specifically listed. These items are more economically supplied by the mechanical contractors or specified in separate sections. (Two) - Cylinder Mounted Regulators with built in switchover capable of feeding 200 lbs. /day (One) - Wallace & Tiernan Acutech 35 gas detector with auxiliary contacts - Battery Back-up (Two) —Wallace and Tiernan Manual Chlorine Feeders. o 10 and 25ppd Rotameters (One) - Force Flow Digital Chlorine scale with readout and 4-20 mA output (One) — CR5-10 Grundfos Booster Pumps - 30gpm @ 150TDH - 3HP 460V 3phase (One) - High/low vacuum switch (Two) - 0-160 psig 3-1/2" pressure gauge (One) - 3/" Vacuum Ejector (Two) — Vacuum Gauge (One) — Chemical Injection Assemblies (One) — Robo-Control Emergency Valve Closure Systems, including the following items: - Cylinder Shut-off Actuators with 20-feet of cable (2) - Two Channel Safety Closure Control Panel (1) - Battery Back-up System (1) VESSCO.CQM VESSCO 217 Upland Circle I Chanhassen, MN 55317 1952.941.2678 INC. 2740 Ford Street I Ames, IA 50010 1515.233.599 - Emergency "Panic" Button (1) - Set of Wall brackets and required tools (1) (One) — Danger Chlorine Gas Signage (Blue Book # 60205) Price for the above scope is $33,536.00 START-UP SUPERVISION Start-up services will be supplied directly from Manufacturers as noted on the attached Scope of Supplies, except for Section 46 31 11, Vessco will provide I days, 8 hours of start-up and training. Vessco may provide additional days at a rate of $1,250 per day as needed by the contractor. SPECIAL CONDITIONS This proposal is valid for 30 days. Freight is quoted f.o.b. factory with full freight allowed to first destination. No state, use or other taxes or fees is included in the stated price. Payment shall be made 95% net invoice from shipment with 5% retainage. Shipment Retainage shall be paid net invoice at start-up. Approval Drawings available six weeks from the execution of an acceptable purchase order. The following items are not included in the bid unless specifically mentioned in the above information: Piping, Fittings, Valves External electrical wiring Storage of Equipment Conduit, Enclosures Anchor Bolts Installation or Labor Interconnecting wiring Supports Gauges, Controls Spare Parts Start-up Chemicals Motor Starters Pipe Hangers Ball valves, Unions, Reducers Pressure regulating valves Inlet water strainers Back Pressure Valves Floor and Wall Sleeves Check Valves Pressure Switches Unloading Vessco, Inc does not accept any back charges unless authorized in writing by an Officer of Vessco, Inc. All freight damage charges must be brought to Vessco's attention within two weeks of the date of the Shipment arrival. All charges past that date shall be the responsibility of the contractor or others. The above quotation is offered in accordance with Vessco's and other attached Terms and Conditions of sale. If you have any questions regarding the above equipment, please direct them to my attention. I would be more than happy to discuss any part of this proposal with you via phone at 612-805-2266, via email at clark.corbettC7a vessco.com, or by arranging a meeting at a mutually acceptable time prior to the bid. Again, good luck to all of you and I look forward to working with you on this project. Respectfully Submitted, Clark Corbett VESSCO, INC. President axzaa��► GENERAL TERMS AND CONDITIONS 1. Equipment Sale. VESSCO offers to sell to Customer the equipment, including installation and/or startup services, if any, described in VESSCO'S Proposal (collectively, the "Equipment"), subject to the terms and conditions set forth herein. This offer is conditioned upon Customer's assent to the exclusive applicability of these terms and conditions. No additional, different or inconsistent terms set forth in any purchase order or other document of Customer shall be binding on VESSCO, unless otherwise expressly agreed to in a writing signed by VESSCO. 2. Payment. Customer shall pay to VESSCO the full purchase price for the Equipment in the amount and subject to the payment terms set forth in VESSCO'S Proposal. All amounts referred to herein are denominated and shall be paid in U.S. Dollars. Unless otherwise stated in VESSCO'S Proposal, prices are F.O.B. shipping point and payment terms are net thirty (30) days from date of VESSCO'S invoice. Payments received after the due date shall bear interest at the rate of 1-1/2% (or the highest rate permitted by law, if less) for each month or portion of a month until paid. Customer shall reimburse VESSCO for all costs, including reasonable attorneys' fees, incurred by VESSCO to enforce Customer's payment obligations. 3. Security Interest. Customer grants VESSCO a security interest in Customer's interest (if any) in the Equipment (and any attachments, additions or improvements and proceeds) to secure Customer's payment obligations hereunder, whenever arising. Customer shall execute financing statements and take all other acts requested by VESSCO to perfect, maintain and evidence such security interest. 4. Taxes, Customs and Charges Unless Otherwise Specified in VESSCO'S Proposal. Customer shall pay for all sales, use, value-added and other taxes, levies, duties and tariffs, permit or license fees or other governmental charges relating to or incurred in connection with VESSCO'S performance hereunder or imposed on the manufacture, storage, sale, transportation, import, export, delivery, use or consumption of the Equipment. Despite the foregoing if VESSCO is required, due to Customer's failure or otherwise, to make any such payments, Customer shall immediately reimburse VESSCO therefor. 5. Shipment and Delivery. Delivery of the Equipment shall be made in material compliance with the schedule set forth in VESSCO'S Proposal. Unless otherwise specified in VESSCO'S Proposal, VESSCO shall pack, crate, label and ship the Equipment in accordance with its customary methods. Delivery of each item of equipment included in the Equipment shall be complete upon tender of the Equipment to the carrier, F.O.B. shipping point, whereupon title and risk of loss of the Equipment shall pass to Customer. Unless specified otherwise in VESSCO'S Proposal, Customer shall be solely responsible for unloading, storing, assembling and installing the Equipment. 6. Ownership of Design Materials. All manufacturing devices, drawings, specifications, designs, plans, computer programs and other documents, information or data prepared by VESSCO in connection with its performance hereunder, and all related intellectual property rights, shall be VESSCO'S property. VESSCO hereby grants to Customers non-exclusive, non -transferable license for Customer to use any such information for Customer's use, maintenance or repair of the Equipment. In no case shall Customer provide such information to third parties without VESSCO'S prior written consent. 7. Changes in the Scope of the Work. No change in the scope of the work set forth in VESSCO'S Proposal shall be implemented unless Customer and VESSCO agree in a writing signed by both parties as to the nature of the change and its price and schedule impact. B. Waiver of Claims. Notwithstanding anything else herein, VESSCO and Customer waive all claims against each other (and against each other's affiliates, (sub) contractors, vendors, employees, agents and representatives) for loss or damage to any of their respective property. 9. Warranty. (a) VESSCO warrants to Customer that the Equipment will conform to the specifications or description set forth in VESSCO'S Proposal and will be free from defects in material and workmanship for a period of twelve (12) months after installation or eighteen (18) months after final shipment, whichever is shorter (the "Warranty Period"). The foregoing warranties are conditioned upon Customer's (a) giving VESSCO notice of the defect within thirty (30) days after Customer discovers or should have discovered such defect and, in any event, within thirty (30) days after the end of the Warranty Period, and (b) keeping adequate records to establish it has operated and maintained the Equipment in accordance with VESSCO'S instructions and has not undertaken any repair or alteration of the Equipment without VESSCO'S consent, and (c) not being in default of any payment obligation to VESSCO. The foregoing warranties shall not apply to normal wear and tear, decomposition by chemical action, wear caused by the presence of abrasive materials or damages caused in transit or by misuse, neglect, accident, improper installation, negligence or abuse or by abnormal conditions of temperature, moisture or dirt. THE WARRANTIES SET FORTH IN THIS SECTION ARE VESSCO'S SOLE AND EXCLUSIVE WARRANTIES. VESSCO MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION. (b) Within a reasonable period after receipt of timely notice of a breach of the foregoing warranty, VESSCO shall, at its sole option, either (i) repair or replace such defective Equipment or (ii) refund the amount paid for the defective Equipment (or issue a credit for any such unpaid amount). The foregoing shall be Customer's sole remedy for breach of warranty. If VESSCO determines any claimed defect is not covered by the foregoing warranty, Customer shall pay VESSCO the customary charges of VESSCO then in effect for any repair or replacement effected by VESSCO. 10. Backcharges. Without exception, VESSCO will not be responsible for any backcharges unless a written request is submitted to, and approved in writing by, VESSCO prior to work being performed or any cost being incurred. Any such request must be submitted at least three (3) working days before such approval is required to permit VESSCO to conduct a site visit or such other investigation as it may deem appropriate. 11. Indemnification. (a) VESSCO shall release, hold harmless, indemnify and defend Customer from and against any liability, claim or cause of action incurred by Customer as a result of third party claims for personal injury or damage to tangible property, if caused solely by the negligence of VESSCO or any of its employees, subcontractors or suppliers in the performance of VESSCO'S obligations hereunder. (b) VESSCO shall release, hold harmless, indemnify and defend Customer from and against all judgments, decrees and reasonable costs resulting from any apparatus claims of U.S. patents issued at the time of this offer, provided such infringement is based exclusively on products designed and manufactured by VESSCO. In satisfaction of such obligation, VESSCO may, at its option and expense, (i) modify or replace all of the infringing part of the Equipment so that it is no longer infringing, (ii) procure for the Customer the right to continue using the Equipment, or (iii) remove the Equipment and refund the purchase price to the Customer. (c) Customer shall release, hold harmless, indemnify and defend VESSCO from and against any liability, claim or cause of action relating to (i) the design of the Equipment or any containers in which it is shipped, to the extent made pursuant to Customer's design or specifications, (ii) the environmental and other conditions of Customer's premises, or (iii) Customer's negligence or breach of its obligations hereunder. VESSCO 8217 upland Circle I Chanhassen, MN 55317 952.94 11678 INC, 270 Ford Street I Ames, I 3. 5010 1515.2399 (d) Any claim for indemnification under this Section 11 shall be subject to the following: (i) claim therefor must be made within thirty (30) days after the end of the Warranty Period; (ii) the claimant must provide reasonable cooperation in the defense thereof; and (iii) the indemnifying party shall have sole authority for the direction of the defense and the negotiation of any compromise or settlement, provided that the claimant may monitor such matters through counsel of its choice at its own expense. The provisions of this Section 11 shall survive termination of this agreement. 12. Force Maieure. A "Force Majeure Event" shall mean any event, condition or circumstance which is beyond VESSCO'S reasonable control, including without limitation, acts of God, casualties, epidemics, civil disturbances, war, riots, sabotage, accidents, thefts, changes in law or other acts of governmental authorities, strikes, or other labor shortages or disturbances, unavailability or excessive cost of materials, discovery of any concealed or unknown physical condition or substance at Customer's facility or acts or omissions of Customer or its employees, (sub)contractors, or other persons for whom Customer may be liable. VESSCO shall be entitled to a schedule adjustment upon the occurrence of a Force Majeure Event. VESSCO shall be entitled to a purchase price adjustment upon the occurrence of a Force Majeure Event only if its direct costs are increased as a result of such Force Majeure Event, and VESSCO is able to document such increase. 13. Dispute Resolution. VESSCO and Customer shall negotiate in good faith to resolve any dispute relating hereto. Failing such efforts, the dispute shall be finally settled by binding arbitration in Minnesota pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration panel shall consist of three individuals experienced in the discipline that is the subject of the dispute and shall be jointly selected by VESSCO and Customer. If the parties are unable to agree upon the arbitrators within twenty (20) days, then each party shall select one arbitrator and those arbitrators shall select a third arbitrator. The decision of a majority of the arbitrators shall be the decision of the panel. Judgment may be entered upon the arbitrators' decision in any court of competent jurisdiction. The prevailing party in any arbitration shall be reimbursed by the other party for all costs, expenses and charges, including without limitation reasonable attomeys' fees, incurred by the prevailing party in connection with the arbitration. 14. Special Terms. Attachment I contains special terms, if any, which are hereby incorporated into this agreement 15. Confidential Treatment of Information. All information contained in VESSCO'S Proposal regarding the Equipment, process design and the price thereof is submitted without cost to Customer but with the understanding that such information is for the sole use of Customer and that Customer will not disclose it to anyone outside its own organization and will use its best efforts to see that no one to whom such information is so disclosed shall disclose the same to anyone outside Customer's organization. 16. Cancellation. In the event of cancellation, Customer shall compensate VESSCO on a percentage completion basis for all work performed up to the date of cancellation, unless cancellation is due to default by VESSCO. 17. Limitation of Liability. (a) Notwithstanding anything to the contrary herein, the aggregate liability of VESSCO, including without limitation for or with respect to VESSCO'S affiliates, contractors, suppliers, employees, agents or representatives, arising out of or in connection with this agreement or the sale or use of the Equipment, including without limitation claims for indemnification, and whether based on contract, strict liability, negligence or other tort, pollution, disease or otherwise, shall not exceed an amount equal to the contract amount between Customer and VESSCO. (b) Notwithstanding anything to the contrary herein, in no event shall VESSCO be liable for consequential, incidental, indirect, special, exemplary or punitive damages of any kind, including without limitation for loss of profits, revenues or product, or loss of use of any property (whether by shutdown, operation at less than capacity or otherwise), regardless of whether any of the foregoing damages arise directly or indirectly through an indemnification or contribution obligation and whether arising out of breach of contract or warranty, tort, product liability, strict liability or any other legal theory. 18. Notice. All notices required hereunder shall be in writing and shall be deemed properly served if delivered in person or if sent by registered or certified mail, with postage prepaid and return receipt requested, to the following addresses: If to VESSCO: 6861 Flying Cloud Drive, Eden Prairie, Minnesota 55344; If to Customer: . All notices shall be deemed received on the date of delivery, or attempted delivery, if delivered in person, or if mailed, on the date which is two (2) days after the date such notice is deposited in the mail. 19. Severability. in case any provision hereof is held to be invalid, illegal or unenforceable, (a) such provision shall be limited or excluded only to the extent necessary to make it valid, legal and enforceable, and (b) the validity, legality and enforceability of the remaining provisions shall not be affected. 20. General Provisions. The agreement contained herein may not be cancelled or amended except by mutual written agreement of VESSCO and Customer. No course of dealing or failure to strictly enforce any term shall be construed as a waiver thereof. Waiver of any term shall not constitute a waiver of any other term or a continuing waiver. This agreement shall be binding on the parties' respective successors and assigns; provided that Customer may not assign, delegate or permit any other transfer of this agreement without VESSCO'S prior written consent. This agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws provisions. This agreement, including Attachment I, represents the entire agreement between the parties with respect to the subject matter hereof, and supercedes all previous oral and written negotiations, representations, agreements or other communications. P.O. Number Total Net Price r 1 Firm Name and Address 1 t 6FC 9 53'3 i Authorizing Name & Role UlVr--i'? 1 `1 (70 Signature Date 1 // /-Z`Y 7-4