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HomeMy WebLinkAbout6173JWC Environmental 2850 S. Red Hill Ave. Suite 125 Santa Ana, CA 92705 Phone: 949.833.3888 Toll Free: 800.331.2277 Fax: 714.242.0240 1Page:55707RevAQuote # Please address Purchase Orders to: JWC Environmental 2850 S. Red Hill Ave. Suite 125 Santa Ana, CA 92705 USA Fax: 714.242.0240 Rep Apsco, Inc.Kevin Golnik - Lead Industrial MechanicTo PhoneCity of Bremerton WWTP 1600 Oyster Bay South Bremerton, WA 98312 US We thank you for your inquiry and are pleased to quote pricing and delivery on the equipment listed below. This quotation is subject to terms and conditions listed on the JWC Environmental "Terms and Conditions" page, and any comments and exception listed below. All orders will be billed the applicable sales tax, based on the "ship to address", unless a valid tax exemption certificate is provided prior to shipment. Project Bid DateBremerton, WA DestinationQuote Date FOB09/29/2020 12/31/2020weeks after receipt of order4Submittals Expire Date weeks after approval/release4Ship Equipment Terms Net 45 Days Consulting Engineer Spec. Section LINE ITEMS Line No Qty Part/Description MUFFIN MONSTER21 Two (2) Model 10000-0804-DI Sludge Monster® grinder suitable for up to 274 gpm in a 4” dia. pipeline (refer to JWC Environmental flow curves for additional performance data). Scope of supply to include: Grinder with 8" cutter stack using 11-tooth cam cutters in hardened alloy steel, tungsten carbide mechanical seals with BUNA-N elastomers rated for 90 psi, Cork & Rubber gaskets, hunter green epoxy coated ductile iron housing 4" pipe flanges, 3 hp TEFC 230/460v/3ph/60Hz electric gearmotor and 29:1 speed reducer Two (2) PC2200 motor controller in a NEMA 4X FRP enclosure accepting 230v/3ph/60Hz or 460v/3ph/60Hz input power, includes IEC starter with over-current protection, jam-sensing current transformer and micro-PLC Four (4) Operation and Maintenance manuals Shipping & Handling12 Tariff Surcharge13 $25,447.11Price Clarification 1. See attached flow curve & installation guidelines. 2. See attached standard JWC Terms and Conditions of Purchase. 3. Standard one year warranty is included. 4. One (1) day of start-up supervision by a factory-authorized representative is included. REVISED 10/16/20 JWC Environmental 2850 S. Red Hill Ave. Suite 125 Santa Ana, CA 92705 Phone: 949.833.3888 Toll Free: 800.331.2277 Fax: 714.242.0240 2Page:55707RevAQuote # 5. Optional - Monster Renew grinder cartridge: $4,906.00 each Exclusions Unless specifically stated above, this quotation does not include installation, bonds, sales taxes, use taxes, disconnect switches, anchor bolts, hydraulic fluid, mounting frames, guide rails, field wiring, spare parts, or special tools. Jon KimlerAuthorized JWC Environmental Signature JWC Environmental 2850 S. Red Hill Ave. Suite 125 Santa Ana, CA 92705 Phone: 949.833.3888 Toll Free: 800.331.2277 Fax: 714.242.0240 3Page:55707RevA REVISED 10/16/20 JWC ENVIRONMENTAL TERM S AND CONDITIONS OF SALE Quote # Unless otherwise specifically agreed to in writing by the buyer ("Buyer") of the products and or related services purchased hereunder (the "Products") and JW C Environmental (the "Seller"), the sale of the Products is made only upon the following terms and conditions. W hether these terms are included in an offer or an acceptance by Seller, such offer or acceptance is conditioned on Buyer's assent to these terms. Seller rejects all additional, conditional and different terms in Buyer's form or documents. PAYMENT TERMS Subject to any contrary terms set forth in our price quotation, order acceptance or invoice the full net amount of each invoice is due and payable in cash within 30 days from the date of the invoice. If any payment is not received within such 30-day period, Buyer shall pay Seller the lesser of 1 ½% per month or the maximum legal rate on all amounts not received by the due date of the invoice, from the 31st day after the date of invoice until said invoice and charges are paid in full. Unless Sellers documents provide otherwise, freight, storage, insurance and all taxes, duties or other governmental charges related to the Products shall be paid by the Buyer. If Seller is required to pay any such charges, Buyer shall immediately reimburse Seller for said charges. In all cases, regardless of partial payment, title to the Products shall remain the Sellers until payment for the Products has been made in full. All orders are subject to credit approval by Seller. All offers by Seller and/or acceptance of Buyer's order shall be nullified by any failure of Buyer to obtain credit approval. Furthermore, Buyer shall not assert any claim against Seller due to Buyer's inability to obtain credit approval. Irrevocable Letter of Credit from Buyer in form and term acceptable to Seller is required for Product orders delivered outside the United States of America DELIVERY = FOB Destination delivery verbiage should free the City of Bremerton for any damage during shipping, holding the seller responsible. Unless otherwise provided in our price quotation, delivery of the Products shall be made F.O.B. place of manufacture. Any shipment, delivery, installation or service dates quoted by the Seller are estimated and the Seller shall be obligated only to use reasonable efforts to meet such dates. The Seller shall in no event be liable for any delays in delivery or failure to give notice of delay or for any other failure to perform hereunder due to causes beyond the reasonable control of the Seller. Such causes shall include, but not be limited to, acts of God, the elements, acts or omissions of manufacturers or suppliers of the Products or parts thereof, acts or omissions of Buyer or civil and military authorities, fires, labor disputes or any other inability to obtain the Products, parts thereof, or necessary power, labor, materials or supplies. The Seller will be entitled to refuse to make, or to delay, any shipments of the Products if Buyer shall fail to pay when due any amount owed by it to the Seller, whether under this or any other contract between the Seller and Buyer. Any claims for shortages must be made to the Company in writing within five calendar days from the delivery date and disposition of the claim is solely subject to Sellers determination PRICES Prices of the Seller's Products are subject to change without notice. Quotations are conditioned upon acceptance within 30 days unless otherwise stated and are subject to correction for errors and/or omissions. Prices include charges for regular packaging but, unless expressly stated, do not include charges for special requirements of government or other purchaser. Prices are subject to adjustment should Buyer place an order past the validity period of the quotation or delay delivery of Products beyond the quoted lead time for any reason. RETURNS No Products may be returned for cash. No Product may be returned for credit after delivery to Buyer without Buyer first receiving written permission from the Seller. Buyer must make a request for return of Product in writing to Seller at its place of business in Costa Mesa, California. A return material authorization number must be issued by the Seller to the Buyer before a Product may be returned. Permission to return Product to Seller by Buyer is solely and exclusively the Sellers. Product must be returned to Seller at Buyers expense, including packaging, insurance, transportation and any governmental fees. Any credit for Product returned to Seller shall be subject to the inspection of and acceptance of the Product by the Seller and is at the sole discretion of the Seller. LIMIT ED WARRANTY Subject to the terms and conditions hereof, the Seller warrants until one year after commissioning (written notification to Seller by Buyer required) of the Product or until 18 months after delivery of such Product to Buyer, whichever is earlier, that each Product will be free of defects in material and workmanship. If (a) the Seller receives written notification of such defect during the warranty period and the defective Products use is discontinued promptly upon discovery of alleged defect, and (b) if the owner ("Owner") forwards the Product to the Seller's nearest service/repair facility, transportation and related insurance charges prepaid. The Seller will cause any Products whose defect is covered under this warranty to either be replaced or be repaired at no cost to the Owner. The foregoing warranty does not cover repairs required due to repair or alteration other than by the Seller's personnel, accident, neglect, misuse, transportation or causes other than ordinary use and maintenance in accordance with the Seller's instructions and specifications. In addition, the foregoing warranty does not cover any Products, or components thereof, which are not directly manufactured by the Seller. To the extent a warranty for repair or replacement of such Products or components not manufactured directly by the Seller is available to Buyer under agreements of the Seller with its vendors; the Seller will make such warranties available to Buyer. Costs of transportation of any covered defective item to and from the nearest service/repair center and related insurance will be paid or reimbursed by Buyer. Any replaced Products will become the property of the Seller. Any replacement Products will be warranted only for any remaining term of the original limited warranty period and not beyond that term. DISCLAIMER OF WARRANTIES AND LIMIT ATIONS OF LIABILITIES THE SELLER'S FOREGOING LIMITED W ARRANTY IS THE EXCLUSIVE AND ONLY WARRANTY WITH RESPECT TO THE PRODUCTS AND SHALL BE IN LIEU OF ALL OTHER W ARRANTIES (OTHER THAN THE W ARRANTY OF TITLE), EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED W ARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATEMENTS MADE BY EMPLOYEES, AGENTS OF THE SELLER OR OTHERS REGARDING THE PRODUCTS. THE OBLIGATIONS OF THE SELLER UNDER THE FOREGOING W ARRANTY SHALL BE FULLY SATISFIED BY THE REPAIR OR THE REPLACEMENT OF THE DEFECTIVE PRODUCT OR PART, AS PROVIDED ABOVE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF THE SELLER TO BUYER AND OTHERS ARISING FROM ANY CAUSE W HATSOEVER IN CONNECTION W ITH BUYER'S PURCHASE, USE AND DISPOSITION OF ANY PRODUCT COVERED HEREBY SHALL, UNDER NO CIRCUMSTANCES, EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT BY BUYER. NO ACTION, REGARDLESS OF FORM, ARISING FROM THIS AGREEMENT OR BASED UPON BUYER'S PURCHASE, USE OR DISPOSITION OF THE PRODUCTS MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, EXCEPT THAT ANY CAUSE OF ACTION FOR THE NONPAYMENT OF THE PURCHASE PRICE MAY BE BROUGHT AT ANY TIME The remedies provided to Buyer pursuant to the limited warranty, disclaimer of warranties and limitations of liabilities, described herein are the sole and exclusive remedies. Unless specifically agreed to in writing by the Seller, no charges may be made to the Seller by Buyer or any third party employed by buyer for removing, installing or modifying any Product. The Seller and its representatives may furnish, at no additional expense, data and engineering services relating to the application, installation, maintenance or use of the Products by Buyer. The Seller will not be responsible for, and does not assume any liability whatsoever for, damages of any kind sustained either directly or indirectly by any person through the adoption or use of such data or engineering services in whole or in part. CONFIDENT AIL INFORMATION Except with the Seller's prior written consent, Buyer shall not use, duplicate or disclose any confidential proprietary information delivered or disclosed by the Seller to Buyer for any purpose other than for operation or maintenance of the Products. CANCELLATION AND DEFAULT Absolutely no credit will be allowed for any change or cancellation of an order for Products by Buyer after fabrication of the Products to fill Buyer's order has been commenced. If Buyer shall default in paying for any Products purchased hereunder, Buyer shall be responsible for all reasonable costs and expenses, including (without limitation) attorney's fees incurred by the Seller in collecting any sums owed by Buyer. All rights and remedies to the Seller hereunder or under applicable laws are cumulative and none of them shall be exclusive of any other right to remedy. No failure by the Seller to enforce any right or remedy hereunder shall be deemed to be a waiver of such right or remedy, unless a written waiver is signed by an authorized management employee of the Seller and the Seller's waiver of a breach of this agreement by Buyer shall not be deemed to be a waiver of any other breach of the same or any other provision. CHANGES IN PRODUCTS Changes may be made in materials, designs and specifications of the Products without notice. The Seller shall not incur any obligation to furnish or install any such changes or modifications on Products previously ordered by, or sold to, Buyer. APPLICABLE LAW, RESOLUTION OF DISPUTES AND SEVERABILITY This agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this agreement shall be brought in Kitsap County Superior Court This agreement is entered into in Costa Mesa, California. This agreement and performance by the parties hereunder shall be construed in accordance with, and governed by, the laws of the State of California. Any claim or dispute arising from or based upon this agreement or the Products which form its subject matter shall be resolved by binding arbitration before the American Arbitration Association in Los Angeles, California, pursuant to the Commercial Arbitration Rules, excepting only that each of the parties shall be entitled to take no more than two depositions, and serve no more than 30 interrogatories, 10 requests for admissions and 20 individual requests for production of documents, such discovery to be served pursuant to the California Code of Civil Procedure. Any award made by the arbitrator may be entered as a final judgment, in any court having jurisdiction to do so. If any provision of this agreement shall be held by a court of competent jurisdiction or an arbitrator to be unenforceable to any extent, that provision shall be enforced to the full extent permitted by law and the remaining provisions shall remain in full force and effect. ASSIGNMENT This agreement shall be binding upon the parties and their respective successors and assigns. However, except for rights expressly provided to subsequent Owners of the Products under "Limited W arranty" above, JWC Environmental 2850 S. Red Hill Ave. Suite 125 Santa Ana, CA 92705 Phone: 949.833.3888 Toll Free: 800.331.2277 Fax: 714.242.0240 4Page:5570 7R evA any assignment of this agreement or any rights hereunder by Buyer shall be void without the Company's written consent first obtained. Any exercise of rights by an Owner other than Buyer shall be subject to all of the limitations on liability and other related terms and conditions set forth in this agreement. INDEMNIFICATION Each party hereby agrees to defend, indemnify and hold the other party, its officers, officials, employees, agents and volunteers harmless from any and all third party claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising of or in connection with the performance of this agreement to the extent caused by the negligent acts or omissions of the parties. Any claim for contribution or indemnity sh ll be resolved on the basis of each party's percentage of negligence after resolution of the third party claim on which such liability is based. The parties’ obligation to indemnify one another shall not extend to that portion of damages caused by the parties’ sole negligence. The provisions of this section shall survive the expiration or termination of this agreement. EXCLUSIVE TERMS AND CONDITIONS The terms and conditions of this agreement may be changed or modified only by an instrument in writing signed by an authorized management employee of the Seller. This instrument, together with any amendment or supplement hereto specifically agreed to in writing by an authorized management employee of the Seller, contains the entire and the only agreement between the parties with respect to the sale of the Products covered hereby and supersedes any alleged related representation, promise or condition not specifically incorporated herein. SELLER'S PRODUCTS ARE OFFERED FOR SALE AND SOLD ONLY ON THE TERMS AND CONDITIONS CONTAINED HEREIN. NOTW ITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS CONTAINED IN BUYER'S SEPARATE PURCHASE ORDERS OR OTHER ORAL OR W RITTEN COMMUNICATION, BUYER'S ORDER IS OR SHALL BE ACCEPTED BY THE COMPANY ONLY ON THE CONDITION THAT BUYER ACCEPTS AND CONSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN. IN THE ABSENCE OF BUYER'S ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED HEREIN THE SELLER'S COMMENCEMENT OF PERFORMANCE AND/OR DELIVERY OF THE PRODUCTS, OR THE SELLER'S STATEMENT OF ACKNOW LEDGMENT OF THE RECEIPT OF BUYER'S PURCHASE ORDER, SHALL BE FOR BUYER'S CONVENIENCE ONLY AND SHALL NOT BE DEEMED OR CONSTRUED TO BE ACCEPTANCE OF BUYER'S DIFFERING TERMS OR CONDITIONS, OR ANY OF THEM. ANY DIFFERENT OR ADDITIONAL TERMS ARE HEREBY REJECTED UNLESS SPECIFICALLY AGREED UPON IN WRITING BY AN AUTHORIZED MANAGEMENT EMPLOYEE OF THE SELLER. IF A CONTRACT IS NOT EARLIER FORMED BY MUTUAL AGREEMENT IN W RITING, BUYER'S ACCEPTANCE OF ANY PRODUCTS COVERED HEREBY SHALL BE DEEMED ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS STATED HEREIN. THE SELLER'S FAILURE TO OBJECT TO PROVISIONS INCONSISTENT HEREW ITH CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A W AIVER OF THE PROVISIONS CONTAINED HEREIN. F360JWCE0107 Quote # -71 Since 1918 Franklin Miller Inc. 60 Okner Parkway Livingston, NJ 07039 USA Tel 973-535-9200 Fax 973-535-6269 mkl@hanklinmiller. corn Bremerton WWTP 1600 Oyster Bay Ave. S Bremerton, WA 98312 USA Phone: 360-473-5451 We are pleased to quote on the following Taskmaster TM851204: Quote No: 48452 August 25, 2020 Page 1 of 4 BRE004 Your Local Representative: JBI Water & Wastewater Eqt., Inc. Attn: Bret Kreier Tel: 206-617-5525 email: bretkreierc)jbiwater. corn Salesperson: Nicholas Ilaria, Regional Sales Manager nilaria@franklinmiller.com Quantity Description Price Totals EA TASKMASTER® GRINDER, Model TM851204 as follows: - Cutter Cartridge Technology: 7-Tooth Cam Cutters, 4140 H.T. - Nom. 8" x 12" Cutting Chamber - 4" ANSIFIange Housing- 150# Bolt Pattern - Drop -In Design Housing For Fast & Easy Maintenance - D.I. - Mechanical Seals: TC vs. TC 90 psi max. - 2" Hexagonal Shafting, 4140 H.T. - Painted 2 Coats Heavy Epoxy Coating - Osha Blue No Cutter Stack Relighting Required - GUARANTEED 2 EA MOTOR AND DRIVE INCLUDING: - 3HP TEFC C-Face Motor, 230/460V, 3PH, 60 HZ - Gear Reducer - Cycloidal, Vertical Down - Coupling: High Torque Jaw Style 2 EA Automatic Reversing Controller, Model S260 - Nema 4X FRP Enclosure - PLC logic control - IEC starters - LED Indicators - for long life - Current Sensing Auto -Reversing Program 1 DY Startup Services - By Rep - Installation Inspection - Warranty Certification - O&M instructions If more than one day, Days are Consecutive. Normal Day Rate includes up to 8 hours, „ yos"1 Total Lump Sum: $45,100.00 Subtotal: Freight: $43,500.00 $1,600.00 Grand Total: $45,100.00 See the difference Since 1978 =_- - Quote No: 48452 Franklin Miller Inc. 60 Okner Parkway Livingston NJ 07039 USA Tel 973-535-9200 Fax 973-535-6269 infoidfranklmmiller corn August 25, 2020 Page 2 of 4 BRE004 Prices are Valid Until Thursday, September 24, 2020 Freight & Sales Tax (CA, NY, NJ) if applicable, will be added to Invoice. Thank you for this opportunity to be of service. This quote is subject to Franklin Miller Standard Warranty, Terms and Conditions attached. Prices do not include applicable taxes. See the difference FRANKLIN MILLER INC. TERMS AND CONDITIONS DATED 5/30/2019 TIRE AGREEMENT xder resulting from a Franklin Miller ("SELLER") proposal shall be bound by the sing Terms and Conditions. Any exception to these Terms and Conditions by the R shall not be binding on SELLER unless agreed to in writing upon the parties o, their successors and assigns. 'IITED WARRANTY ER warrants the goods sold hereunder to be free from defects in material and nanship under normal use and service not arising from misuse, negligence or ent, or unauthorized modification of the equipment, in connection with the use, lotion, and transportation of the goods by BUYER, its agents, servants, 3yees or by carriers. SELLER's obligations under this warranty are limited to dying any deficiencies in the goods at such place or places in the United States ierica as may be designated by SELLER. This warranty shall pertain to any part its of any goods to which BUYER has, within (12) months after date of shipment written notice of a claimed defect to the SELLER. The BUYER shall be required .nish SELLER with details of such defects and this warranty shall be effective as ch goods which upon SELLER's examination shall disclose to its satisfaction to been defective and which at SELLER's option shall be repaired in place if red for a warranty repair. The BUYER at his expense shall make available in a )le location for repair by SELLER or promptly thereafter be returned to SELLER, IYER's, or its nominee's expense. If upon examination it is determined by the ER that the repair or replacement does not fall within the warranty as set forth in :louse, an estimate for cost of repair will be provided to the BUYER. This inty is expressly in lieu of all other warranties expressed or implied. In no event the SELLER be liable to the BUYER or to any other person for any loss or Ige, direct or indirect, arising out of or caused by the use or operation of the s, or for the loss of profits, business, or good will. Under no circumstance will =R be liable for any of the following: (1) third party claims against BUYER for s or damages including liquidated damages: (2) loss of or damage to BUYER's ds or data; or (3) economic consequential damages (including loss of profits or gs) or incidental damages even if SELLER is informed of their possibility. ded from the warranty herein are (a) defects in parts or components not ifactured directly by SELLER (SELLER will, however, pass on the remaining ce of the purchased equipment manufacturer's warranty) or not part of SELLER's and design or are supplied pursuant to special BUYER's requirements; (b) certain which are subject to wear and tear from abrasive action or use thereof; and (c) Dart that has been subjected to misuse. SELLER's liability is limited to furnishing pairing at SELLER's option parts determined by SELLER to be defective. NO LESS WARRANTIES AND NO IMPLIED WARRANTIES, WHETHER OF CHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR ERWISE (EXCEPT AS TO TITLE) OTHER THAN THOSE EXPRESSLY SET fH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER .RANTIES, SHALL APPLY TO PRODUCTS SOLD BY US. In the case of ed start-up, SELLER shall provide recommended maintenance and long-term ge instructions, including documentation forms which BUYER must complete in to maintain this warranty. BUYER's failure to adhere to said maintenance actions for any piece of the equipment shall void this warranty. Further, no r, alteration, or modification of the foregoing conditions shall be valid unless in writing and signed by an executive officer of SELLER. If the BUYER is in ilt of Clause 6 (Payment of Purchase Price) this warranty is null and void unless :ated by SELLER. RCE MAJEURE The obligation of SELLER hereunder shall be modified or excused for reasons of act of God, war, changes in law or regulations, strikes or lock -outs, fire, breakdown of machinery, or if for any other cause beyond SELLER's control, including supplier delay, the goods cannot be delivered, or their delivery becomes delayed in whole or in part. In the above instances, time for delivery shall be extended for the period of the delay caused, with the proviso, however, that either party may cancel in writing the undelivered portion of the order or contract if the delay exceeds six (6) months from the delivery date originally confirmed by SELLER. In no event shall SELLER become liable in the aforesaid instances to BUYER or any third party for consequential damages, liquidated damages, particularly described in ARTICLE 2 herein. 'LIVERY II quoted delivery dates and/or periods are approximate. Unless otherwise agreed, ry of the goods is F.O.B. Factory or (EX WORKS - INCOTERMS 2000). Delivery to ommon carrier shall constitute delivery to BUYER, and thereafter the risk of loss or ige to the goods shall be upon BUYER. Delays by BUYER, Owner, or the engineer BUYER or Owner in furnishing necessary technical information or documents, or s caused by order modifications requiring additional production time, shall result in responding postponement of the delivery date. IORTAGE OR DAMAGE OF DESTINATION SHIPMENTS :laims of shortage or damage on destination shipments must be made in writing i ten (10) days after delivery of the goods (as to which such claim is made) to =R or its nominees, but in no event shall the claim be later than within the limit provided by the carrier or insurance company, otherwise such claim shall be ied waived. YMENT OF PURCHASE PRICE ime of payment is of the essence under this contract. Upon default by BUYER in if the terms of this contract, or failure to comply with any of the conditions if, or upon seizure of the property under execution or other legal process, or if R becomes bankrupt or insolvent, or any petition for reorganization or for a court receivership is filed against BUYER, or if the BUYER makes any nment for the benefit of his creditors or otherwise sells, encumbers or disposes of ierchandise, or if for any other reason the SELLER should deem itself insecure, the mount of the purchase price then remaining unpaid shall at once become due payable at the option of the SELLER. Then, at its option, SELLER may take 'ssion of any goods theretofore sold to BUYER, in connection with which the full lase price has not been paid, analogous to the terms and provisions set forth n. ERMS OF PAYMENT - All orders are subject to credit approval by the SELLER. lent terms are as stated in SELLER's quotation. Retainage if required by OWNER be no more than 5% of the purchase price. Retainage shall be released and paid I no later than 120 days after satisfactory start up of the SELLER's equipment. All cents, including partial shipments, will be billed a pro rata amount as of date ed. If the account remains unpaid after sixty (60) days, interest at the rate of per month (18% per annum) will be added to the outstanding balance iuted from date of shipment. All costs of collection will be added to the anding balance including legal fees and court costs. Acceptance of partial rents on account does not constitute any change in the payment terms and tions herein and is not to be considered to extend the due date for payment. CURITY INTEREST AND TITLE ates and localities which are governed by the Uniform Commercial Code, this act shall serve as the security agreement, reserving in SELLER a security interest full payment of purchase price. The provisions of the Uniform Commercial Code ding security interest shall have preference and apply if inconsistent with other > of the conditions of sale herein. In states and localities where the Uniform nercial Code does not apply, title to the merchandise shall remain in the SELLER or signs until full payment of the purchase price. BUYER agrees to execute forthwith and all documents in such form as SELLER may require for filing or recording the ity interest under the Uniform Commercial Code with the proper registers or s, or for filing or recording the conditional sales contract. .RIATIONS IN DUTIES AND TAXES & RATE OF EXCHANGE 3rices on the products specified are exclusive of all city, state or federal taxes. .R shall bear any increases, after the date of this contract, in or any new sition of duties, levies or taxes relating to the product sold hereunder. Unless a Tax Exemption Certificate is provided, SELLER will invoice for the New Jersey Tax on all items sold in New Jersey. SELLER is not authorized to collect sales tax iy other jurisdiction. )DIFICATIONS AND CANCELLATION )artier may agree to modify project plans or specifications provided BUYER pays ER for engineering time, materials costs, and other expenses relating to the 'sted modification. An order, once placed with and accepted by SELLER can be 'led only with SELLER's consent and upon terms that will indemnify SELLER st loss. FRANKLIN MILLER INC. TERMS AND CONDITIONS DATED 5/30/2019 ;TOP WORK ORDER OR DELAY: engineering approval, release to manufacturer, shipment or work on any part of :ontract is held or delayed by BUYER for greater than 120 days from the date of act, SELLER is entitled to an increase in contract price to cover cost escalations 'd by such delay. IISCELLANEOUS PROVISIONS for any reason a provision of the contract is legally invalid, then in such event the of the contract shall remain in full force and effect; (b) Any amendment to any act or contracts shall require the consent in writing of both parties; and (c) The i terms shall govern in any instance where they conflict with the provisions of any > used by BUYER. UYER'S RESPONSIBILITY AS TO MAINTENANCE R shall use and shall require its employees and agents to use all safety devices 3uard safe operating procedures and shall maintain the same in proper working Further, BUYER shall obey and have its employees, subcontractors and agents safety instructions given by SELLER. BUYER agrees to indemnify and save ER harmless from any liability or obligation with respect to any personal injuries or 1rty damage directly or indirectly connected with the operation of the equipment. R agrees to notify SELLER promptly and in any event not less than ten (10) days notice or knowledge of any accident or malfunction involving SELLER's equipment i has caused personal injury or property damages and to cooperate fully with ER in investigating and determining the causes of such accident. EPAIR OBLIGATION FOR CONTAMINATED EQUIPMENT ng herein shall be deemed to require SELLER to accept equipment for repair, notion or alteration unless the units have first been cleaned and decontaminated. OISE LEVEL REQUIREMENTS ugh SELLER's machines have been designed to satisfy the general requirements of R's specifications, SELLER cannot represent or certify that they satisfy the noise requirements for a specific application, location or operation since these nstances are unknown to SELLER and are beyond SELLER's control and because e general nature of size reduction equipment. If required to test for this noise requirement, testing will be with no product fed to the machine and FMI will de a quotation for each test to be performed. If corrections are required after iletion of the tests, the costs for these modifications will be negotiated. ISHA CONDITIONS ugh SELLER's machines and guards have been designed to satisfy the general Lions of OSHA requirements, SELLER cannot present or certify that they satisfy the rements of OSHA for a specific application, location, or operation since these nstances are unknown to SELLER and are beyond SELLER's control. The SELLER not be liable for any costs of compliance or other costs or fines resulting from :ompliance with any OSHA requirement. ,OCUMENTS REQUIRED s quoted include the required number of manuals set forth in the specifications. If tated, SELLER shall provide its standard Operations and Maintenance Manuals. additional manuals are not included in the quoted price and shall be charged to R. ATENT AND LICENSE & LIABILITY INDEMNIFICATION BUYER agrees to indemnify SELLER, its agents, successors and assigns against any loss, damage and liability, including costs and expenses arising out of any claim against SELLER for actual or alleged infringement on any patent, copyright or trademark arising out of the use or sale by BUYER, its agents, servants, employees or customers of the product provided by SELLER, as used by BUYER, in conjunction with any other equipment, product or system. BUYER agrees to indemnify SELLER, its agents, successors and assigns against any loss, damage and liability, including costs and expenses arising out of any claim against SELLER for actual or "Bodily injury" or "property damage" arising from the actual, alleged or threatened discharge, dispersal, release or escape of pollutants from any source whatsoever. "Pollutants" means any solid, liquid, gaseous or thermal irritant or iminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. e includes materials to be recycled, reconditioned or reclaimed. RADEMARKS AND COPYRIGHTS :R acknowledges that it has no right, title or interest in the trademarks or :fights in the products, and BUYER covenants that it will take no action to register ierwise interfere with such rights. \DEPENDENT CONTRACTORS ER and BUYER are independent contractors. BUYER is not authorized to and shall lake any representations on behalf of which are binding upon SELLER. VON -ASSIGNMENT BY BUYER act or contracts may not be assigned by the BUYER without prior written consent SELLER. PPLICABLE LAW :ontracts herein are governed by the applicable laws of the State of New Jersey. UYER APPROVALS 1YER approval is required of the SELLER's submittals, specifications and/or sting instructions submissions, upon receipt of such approval, the approved rents shall supersede the BUYER's description of requirements on this purchase and the description on the SELLER's original proposal. SELLER will provide Iment, spares and data in accordance with the approved submittals. TANDARD PRODUCTS SELLER's machines are built to best commercial practices and as part of its lard product line, which may be modified to meet BUYER's specifications. ever, no manufacturing drawings or procedures, formal inspection plans, iules, progress reports, welding procedures, quality control plans, or sub -supplier nation, will be supplied. Erection, safety, operation and maintenance instructions ontained in SELLER's manual to be supplied with the machines. IZES AND DIMENSIONS samples, measurements, dimensions and weights contained in the SELLER's Ns, sales manuals, photographs and drawings constitute only an approximate The SELLER reserves the right to make any changes which the SELLER, in its ute discretion, considers necessary. RBITRATION is by the SELLER for nonpayment by the BUYER of the undisputed purchase price cods sold by the SELLER, or for redress for other undisputed breaches by the laser of the contract of sale, may be brought by the SELLER before any judicial of competent jurisdiction without need for prior arbitration. All other disputes, oversies, or claims arising out of or relating to this agreement or the performance each thereof shall be settled by arbitration by an arbitrator mutually agreeable to 'Id in the County of Essex, State of New Jersey in accordance with the rules and !dure then obtaining of the American Arbitration Association. DRUM. JUDICIAL PROCEEDING AND/OR ARBITRATION BROUGHT AGAINST ROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY BE 'LIGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT :SDICTION IN THE STATE OF NEW JERSEY, AND BY EXECUTION AND :VERY OF THIS AGREEMENT BUYER ACCEPTS FOR ITSELF AND IN NECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS AND FORUM FOR ITRATION AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED IEBY IN CONNECTION WITH THIS AGREEMENT. BUYER hereby agrees that :e of process sufficient for personal jurisdiction in any action against BUYER in the of New Jersey may be made by registered or certified mail, return receipt Isted, to BUYER at its address as provided by BUYER. BUYER hereby )wledges that such service shall be effective and binding in every respect. AGENDA BILL CITY {)FBREMERTON CITY COUNCIL SUBJECT: Sole Source Purchase of Study Session Date: Pump Parts from Whitney Equipment COUNCIL MEETING Date: Company, Inc. for EB-O Lift Station Department: Presenter: November 4.202 PVV&U88yWTP Eric J.Burris /360A473-5448 SUMMARY: Staff has received o proposal from Whitney Equipment Company, Inc. for the purchase of three hard iron impellers and three volutes. The cost for these parts will be $49,306.15 including freight and applicable Washington state sales tax. ATTACHMENTS: 1>Quote #35868from Whitney Equipment Company, |nc.;2)Sole Source Justification FISCAL IMPACTS (include Budgeted Amound: Funds are available for the parts through Fund 451. STUDY SESSION AGENDA: X Limited Presentation El Full Presentation STUDY SESSION ACTION: 0 Consent Agenda El General Business El Public Hearing RECOMMENDED MOTION: Move to approve the purchase agreement with Whitney Equipment Company, Inc. for $49,306.15; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions aspresented. COUNCIL ACTION: Form Updated 01/02/2018 Approve E Deny E Table F-1 Continue F] No Action