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AGREEMENT FOR PURCHASE AND DELIVERY OF POLYMER FOR USE IN THE TREATMENT OF DOMESTIC WASTEWATER Agreement for Purchase and Delivery of Polymer for use in the Treatment of Domestic Wastewater (Polymer Services - Annual Contract) This agreement entered in this / It#- day of ~ ' 2008, between the City of Clearwater, P.O. Box 4748, Clearwater, Florida 3 758-4748 ("City") and Polydyne, Inc., P.O. Box 279, Riceboro, Georgia 31323 ("Supplier"), is for the purchase and delivery of bulk chemical polymer for use in the treatment of domestic wastewater activated sludge. Whereas, Supplier accepts full responsibility and liability for providing and delivering chemical polymer products as described in the specifications set forth in RFP #12-08 to the City treatment facilities, in accordance with all Local, State and Federal laws and regulations; and Whereas, City owns and operates three domestic wastewater treatment facilities currently under review for pennit renewal, and has the need to receive and utilize polymer for the increase of sludge percent solids generated at those facilities; and Whereas, City has selected Polydyne, Inc. to provide and deliver the polymer to be utilized at the City's facilities; and Whereas, this agreement incorporates all telIDS and conditions in Request For Proposal #12-08 for Polymer Services and Suppliers response to said proposal. Now therefore, for and in consideration of the actual tenns and covenants set f01ih in the City of Clearwater Request For Proposal #12-08 and Supplier's response thereto the pm1ies agree as follows: 1. City hereby covenants and agrees: A. To provide access to the facilities and provide data in a timely manner regarding the efficiencies of the product in use. B. To pay according to the amounts and payment schedule submitted by the Hauler in accordance with those conditions set forth in RFP #12-08 including supply and delivery of ordered quantities of product polymer. 2. Supplier covenants and agrees: A. To accept full responsibility for the supply and delivery of the product to the point of unloading at the treatment facilities and to provide a performance bond as specified in RFP #12-08. Delivery of product from the time of order by City Staff should be made consistently within seven (7) calendar days and under no circumstances exceed fourteen (14) calendar days. B. To submit invoices in a timely manner with all ofthe infonnation required in RFP #12-08. C. To comply with all the specifications as outlined that have not been included in this document. Any interpretation of the patiies' responsibilities shall be controlled by the tenns ofRFP #12-08. 3. The term of this agreement shall be for twenty-four (24) months with a twelve (12) month extension option at the discretion of the City. City may ternIinate this agreement for any reason with sixty (60) days written notice. If the Supplier consistently fails to meet the criteria set forth in the specifications included in RFP #12-08, the City may terminate this agreement with only thirty (30) days written notice to Supplier. Should the polymer for any reason prove unsatisfactory for the purpose intended, or should the polymer not perfOlID in accordance with values established during polymer trials, or should there be a decline in effectiveness the City reserves the right to cancel the contract with thirty (30) days written notice and/or to require the supplier to compensate for the additional cost of sludge disposal cost incur by the City. 4. Supplier shall indemnify atId hold hannless from and against all loss, cost, expense, and liability whatsoever, including attorney's fees resulting from Hauler's activities. Supplier's duty to indenmify shall include indemnification from atId against any fine, penalty, liability or cost arising out of Supplier's violation of any law, ordinance or government regulation applicable to Supplier's activities. 5. Nothing stated in this agreement shall supercede or take precedence over the responsibility of each party to operate and maintain their individual and collective facilities in compliance with the obligations set forth in their individual operating pennits and in the applicable rules of the United States Environmental Protection Agency and the State of Florida, Department of Environmental Protection. 6. The validity, construction, and perfonnance of this Agreement shall be govemed by the laws of the State of Florida. Countersigned: CITY OF CLEARWATER, FLORIDA =l___&.f? ~ BY~~--X Frm'tk-'Hibbard William B. Home II Mayor-Councilmember City Manager Approved as to form: Attest: POL YDYNE, INe. By: L ""'-<-L- Lawrence D. Grizzle, Manager