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AGREEMENT FORM
THIS AGREEMENT is between City of Oshkosh (“Buyer”)
and Xylem Water Solutions USA, Inc. (“Seller”).
Buyer and Seller, hereby agree as follows:
1. GOODS AND SPECIAL SERVICES.
1.1. Seller shall furnish Goods and Special Services as specified or indicated in the Contract
Documents.
2. THE PROJECT.
2.1. The Project for which Goods and Special Services may be the whole or only a part of is
generally described as necessary for a complete Ozone System Package at the City of Oshkosh
Water Filtration Plant (WFP). The Project will be completed in all respects as stated in the
Bidding Requirements and Contract Documents. The complete Ozone System Package consists
of liquid oxygen storage and oxygen gas handling systems, ozone generators and power supply
units, ozone equipment subsystems, instrumentation and controls, and appurtenances. Ozone
System Package Special Services include equipment and systems’ factory testing, installation
and startup assistance, and systems’ training.
3. ENGINEER.
3.1. The Contract Documents for the Goods and Special Services have been prepared by Jacobs
Engineering Group, Inc. which is to act as Buyer’s representative, assume all duties and
responsibilities, and have rights and authority assigned to Engineer in the Contract Documents in
connection with Seller’s furnishing of Goods and Special Services.
4. POINT OF DESTINATION.
4.1. The Point of Destination is designated as: City of Oshkosh Water Filtration Plant, 425 Lake
Shore Drive, Oshkosh, WI 54901 or a bonded warehouse within 15 miles of the WFP. All
equipment and material placed in a bonded warehouse shall be in the Buyer’s name.
5. CONTRACT TIMES.
5.1. Time of the Essence: All time limits for Milestones, if any, including Submittals, delivery
of Goods, and furnishing of Special Services as stated in the Contract Documents are the essence
of the Contract.
5.2. Phase 1 and Phase 2 Goods and Specifical Services are defined in the Contract Documents.
Substantial completion milestone dates are as follows:
5.2.1.1. Phase 1 Substantial Completion July 31, 2025.
5.2.1.2. Phase 2 Substantial Completion December 31, 2025.
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5.3. Milestones:
5.3.1. Submittals Milestones: Seller shall submit design submittals required by the Contract
Documents to Buyer for Engineer’s review and approval after the Notice to Proceed date when
Contract Times commence to run as provided in Paragraph 2.04 of the General Conditions:
5.3.1.1. Design Submittal Package No. 1, 6 weeks after Notice to Proceed.(Add. 2)
5.3.1.2. Design Submittal Package No. 2, 8 weeks after Notice to Proceed.
5.3.1.3. Design Submittal Package No. 3, 12 weeks after Notice to Proceed.
5.3.1.4. It is the intent of the parties that:
5.3.1.4.1. Engineer shall conduct such review and issue its approval, or a denial accompanied by
substantive comments regarding information needed to gain approval, within 21 days of Seller’s
submittal of such submittals; and
5.3.1.4.2. Resubmittals be limited whenever possible. If more than one resubmittal is necessary
for reasons not the fault and beyond the control of Seller, then Seller shall be entitled to seek
appropriate relief under Paragraph 7.02.B of the General Conditions.
5.3.2. Delivery of Goods Milestones: Deliver Goods to the Point of Destination and ready for
Buyer’s receipt of delivery no earlier than 15 days and not later than 15 days after the delivery
dates specified herein below.
5.3.2.1. Partial Delivery of Phase 1 Ozone System Package Goods specified in Section 44 44
56.05, Ozone Diffusion System, October 1, 2024.
5.3.2.2. Partial Delivery of Phase 1 Ozone System Package Goods specified in Section 44 44
56.02, Oxygen Storage and Feed System, December 1, 2024.
5.3.2.3. Partial Delivery of Phase 1 Ozone System Package Goods specified in Division 44
Specifications, excluding Sections 44 44 56.05, Ozone Diffusion System and 44 44 56.02,
Oxygen Storage and Feed System, February 1, 2025.
5.3.2.4. Delivery of Phase 2 Ozone System Package Goods, July 1, 2025.
5.3.2.5. Should Seller decide to deliver equipment earlier than first date above, Seller shall
arrange to store equipment in a heated and ventilated bonded warehouse within 15 miles of WFP.
Equipment shall be stored in the name of City of Oshkosh.
5.3.2.6. Seller shall be responsible for unloading equipment at the warehouse.
5.3.2.7. Seller and Buyer and Engineer shall inspect the Goods at warehouse in accordance with
Article 8 of the General Conditions.
5.3.2.8. Seller shall pay for unloading, storage and all regular maintenance as defined by the
manufacturer throughout the warehouse storage period.
5.3.2.9. Seller shall be responsible for transporting and unloading Goods to the WFP after the
early and before the late dates shown above.
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5.4. Liquidated Damages:
5.4.1. Buyer and Seller recognize that Buyer will suffer financial loss if Submittals are not
delivered at the Point of Destination and ready for review by Buyer and Engineer within the
times specified in Paragraph 5.3.1 Submittals Milestones, plus any extensions thereof allowed in
accordance with Article 7 of the General Conditions. The parties also recognize timely
performance of services by others involved in the Project are materially dependent upon Seller’s
specific compliance with requirements specified in Paragraph 5.3.1 Submittals Milestones.
Further, they recognize the delays, expense, and difficulties involved in proving actual loss
suffered by Buyer if complete acceptable Submittals are not delivered on time. Accordingly,
instead of requiring such proof, Buyer and Seller agree that as liquidated damages for delay (but
not as a penalty) Seller shall pay Buyer $500 for each day that expires after the time specified in
Paragraph 5.3.1 Submittals Milestones for latest date for submittal for each defined segment of
Design Submittals and O&M Manuals. The liquidated damages shall be additive on a daily basis
for each milestone delivery schedule that is breached. The total liquidated damages for
Submittals shall be limited to 5 percent of the Bid Price.
5.4.2. Buyer and Seller recognize that Buyer will suffer financial loss if Goods are not delivered
at the Point of Destination and ready for receipt of delivery by Buyer within times specified in
Paragraph 5.3.2 Delivery of Goods Milestones herein, plus any extensions thereof allowed in
accordance with Article 7 of the General Conditions. The parties also recognize timely
performance of services by others involved in the Project are materially dependent upon Seller’s
specific compliance with requirements specified in Paragraph 5.3.2 Delivery of Goods
Milestones. Further, they recognize the delays, expense, and difficulties involved in proving
actual loss suffered by Buyer if complete acceptable Goods are not delivered on time.
Accordingly, instead of requiring such proof, Buyer and Seller agree that as liquidated damages
for delay (but not as a penalty) Seller shall pay Buyer $1,000 for each day that expires after the
time specified in Paragraph 5.3.2 Delivery of Goods Milestones for latest date of all goods for
Delivery of Goods to Point of Destination. The liquidated damages shall be additive on a daily
basis for each of the milestone delivery schedule when breached. The total liquidated damages
for delivery of all goods to point of destination shall be limited to 10 percent of the Bid Price.
5.4.3. Payment of liquidated damages shall be Seller’s sole liability and Buyer’s exclusive
remedy for late delivery.
6. CONTRACT PRICE.
6.1. Buyer shall pay Seller for furnishing Goods and Special Services in accordance with the
Contract Documents in current funds as follows:
6.1.1. A Bid Price of $5,486,075
The above lump sum bid price reflects Buyer’s adoption of the following
unsolicited alternates and the offered price reductions:
N/A
6.1.2. Prices stated in Seller’s Bid, attached hereto as an exhibit.
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7. PAYMENT PROCEDURES.
7.1. Submission and Processing of Payments: Seller shall submit Applications for Payment in
accordance with Article 10 of the General Conditions. Applications for Payment will be
processed by Engineer in accordance with the General Conditions.
7.2. Progress Payments: Buyer shall make progress payments on account of Contract Price on
the basis of Seller’s Application for Payment in accordance with the following Milestone
Schedule:
Milestone Schedule
Milestone Amount
Payable upon Receipt of Invoice
after City of Oshkosh acceptance of
the following
1 2.5% Seller issuance of signed Agreement
and Notice to Proceed. Funds assigned
to Seller to provide Buyer Design
Submittal Packages as specified in 44
44 56.11 Seller’s Special Services.
2a 2.5% Reviewed Design Submittal Package
No. 1 bearing Engineer’s disposition
“Approved As Noted”.
2b 2.5% Reviewed Design Submittal Package
No. 2 bearing Engineer’s disposition
“Approved As Noted”.
2c 2.5% Reviewed Design Submittal No. 3
bearing Engineer’s disposition
“Approved As Noted”.
3a 40% Phase 1: Delivery and acceptance of all
Goods to Point of Destination or partial
deliveries as negotiated or required for
Phase 1 Work.
3b 15% Phase 2: Delivery and acceptance of all
Goods to Point of Destination or partial
deliveries as negotiated or required for
Phase 2 Work.
4 2.5% Reviewed final O&M Manuals bearing
Engineer’s disposition “Approved As
Noted”.
5 2.5% Reviewed Training Materials and
Trainer’s resumes bearing Engineer’s
disposition “Approved As Noted”.
6a 5% Phase 1: Submission of Certificates of
Proper Installation of all equipment
installed for Phase 1 Work.
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Milestone Schedule
Milestone Amount
Payable upon Receipt of Invoice
after City of Oshkosh acceptance of
the following
6b 5% Phase 2: Submission of Certificates of
Proper Installation of all equipment
installed for Phase 2 Work.
7a 10% Phase 1 Substantial Completion
7b 5% Phase 2 Substantial Completion.
8 2.5% Revised O&M Manuals, as-built
drawings, training information,
software changes made during testing,
startup, and operations training
9 2.5% Upon completion of all required Project
closeout documentation.
8. SELLER’S REPRESENTATIONS.
8.1. In order to induce Buyer to enter into this Agreement, Seller makes the following
representations:
8.1.1. Seller has examined and carefully studied the Contract Documents and other related data
identified in Bidding Documents, as applicable to Seller’s obligations to furnish Goods and
Special Services.
8.1.2. If required by Bidding Documents to visit Point of Destination and site where the Goods
are to be installed or Special Services will be provided, or if in Seller’s judgment, any local
condition that may affect cost, progress or furnishing of Goods and Special Services, Seller has
visited the Point of Destination where the Goods are to be installed or Special Services will be
provided and become familiar with and is satisfied as to observable local conditions that may
affect cost, progress, or furnishing of Goods and Special Services.
8.1.3. Seller is familiar with and is satisfied as to Laws and Regulations that may affect cost,
progress, and furnishing of Goods and Special Services.
8.1.4. Seller has carefully studied, considered, and correlated information known to Seller;
information commonly known to sellers of similar goods doing business in the locality of the
Point of Destination where the Goods will be installed or where Special Services will be
provided; information and observations obtained from Seller’s visits, if any, to the Point of
Destination and site where the Goods are to be installed or Services will be provided; and any
reports and drawings identified in the Bidding Documents regarding the Point of Destination and
the site where the Goods will be installed or where Special Services will be provided, with
respect to the effect of such information, observations, and documents on the cost, progress, and
performance of Seller’s obligations under the Contract Documents.
8.1.5. Seller has given Engineer written notice of all conflicts, errors, ambiguities, or
discrepancies that Seller has discovered in the Contract Documents, and written resolution
thereof by Engineer is acceptable to Seller.
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8.1.6. The Contract Documents are generally sufficient to indicate and convey understanding of
all terms and conditions for furnishing Goods and Special Services.
9. CONTRACT DOCUMENTS.
9.1. Contents: The Contract Documents consist of the following:
9.1.1. This Agreement (pages 1 to 11, inclusive);
9.1.2. Supply Contract Bond (pages 1 to 4, inclusive);
9.1.3. Addenda (Numbers 1 to 4, inclusive);
9.1.4. Specifications listed in Bidding Requirements and Contract Documents Table of Contents
dated September 2023;
9.1.5. Drawings, consisting of 72 sheets;
9.1.6. Supplementary Conditions (pages 1 to 11, inclusive);
9.1.7. General Conditions (pages 1 to 21, inclusive);
9.1.8. Exhibits to this Agreement (enumerated as follows):
9.1.8.1. Exhibit A-1 to Agreement between Buyer and Seller dated ________, Assignment of
Contract; Consent to Assignment; and Acceptance of Assignment;
9.1.8.2. Exhibit A-2 to Agreement between Buyer and Seller dated ________, Agreement to
Assignment by Seller’s Surety;
9.1.8.3. Unit Price Information Schedule and Unsolicited Alternate Items to Base Bid Price
Form solely as to prices set forth therein (pages 1 to 1, inclusive);
9.1.8.4. Documentation submitted by Seller prior to Notice of Award (428 pages total).
9.1.9. The following which may be delivered or issued on or after the Effective Date of the
Agreement and are not attached hereto:
9.1.9.1. Notice to Proceed (page 1 to 1, inclusive);
9.1.9.2. Change Order(s);
9.1.9.3. Work Change Directive(s);
9.2. The documents listed in above are attached to this Agreement (except as expressly noted
otherwise above). The Contract Documents are complementary; what is required by one is as
binding as if required by all. In the event any provision in any of the above component parts of
this Agreement conflicts with any provision in any other of the component parts, the provision in
the component part first enumerated above shall govern over any other component which follows
it numerically except as may be otherwise specifically stated.
9.3. There are no Contract Documents other than those listed above in this Article.
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9.4. The Contract Documents may only be amended or supplemented as provided in
Paragraph 3.04 of the General Conditions.
10. MISCELLANEOUS.
10.1. Defined Terms: Terms used in this Agreement will have the meanings indicated in the
General Conditions and the Supplementary Conditions.
10.2. Assignment of Contract:
10.2.1. Buyer has right to assign the Contract for furnishing Goods and Special Services but
only to a person or entity with sufficient ability to satisfy all of Buyer’s obligations under this
Contract, and Seller hereby consents to such assignment. Forms documenting the assignment of
the Contract, and consent of Seller’s surety to the assignment, have been executed by Buyer,
Seller, and Seller’s surety, and are attached as exhibits to this Agreement.
10.2.1.1. The Contract will be executed in the name of Buyer initially and will be assigned to
Construction/Installation Contractor designated by Buyer. Assignment will occur on the effective
date of the Agreement between Buyer and Construction/Installation Contractor. As of the date of
acceptance of assignment by assignee, all references in the Contract Documents to Buyer shall
mean designated assignee whose responsibilities will include installation or erection or
incorporation of the Goods.
10.2.1.2. Assignment of the Contract shall relieve Buyer from all further obligations and
liabilities under this Contract. After assignment, Seller shall become a subcontractor or supplier
to assignee and, except as noted herein, all rights, duties, and obligations of Buyer under the
Contract shall become the rights, duties, and obligations of assignee.
10.2.1.3. After Assignment:
10.2.1.3.1. All performance warranties, guarantees, and indemnification required by the
Contract Documents will continue to run for the benefit of Buyer and, in addition, for the benefit
of assignee. However, if Buyer and assignee make the same warranty or guarantee claim, then
Seller shall only be liable once for such claim.
10.2.1.3.2. Except as provided in this Paragraph, all rights, duties, and obligations of Engineer
to assignee and Seller under this Contract will cease.
10.2.1.3.2.1. Engineer will review Seller’s Applications for Payment and make
recommendations to assignee for payments as provided in Paragraph 10.02 and Paragraph 10.06
of the General Conditions.
10.2.1.3.2.2. Upon written request of either assignee or Seller, Engineer will issue with
reasonable promptness such clarifications or interpretations of the Contract Documents pursuant
to terms of Paragraph 9.02.A of the General Conditions.
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10.2.2. No other assignment by a party hereto of any rights under or interests in the Contract
Documents will be binding on another party hereto without the written consent of the party
sought to be bound. Specifically but without limitation, moneys that may become due and
moneys that are due may not be assigned without such consent (except to the extent that the
effect of this restriction may be limited by Laws and Regulations). Unless specifically stated to
the contrary in any written consent to an assignment, no assignment will release or discharge
assignor from any duty or responsibility under the Contract Documents.
10.3. Successors and Assigns: Buyer and Seller each binds itself, its partners, successors,
assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and
legal representatives in respect to all covenants, agreements, and obligations contained in the
Contract Documents.
10.4. Severability: Any provision or part of the Contract Documents held to be void or
unenforceable under any Law or Regulation shall be deemed stricken, and all remaining
provisions shall continue to be valid and binding upon Buyer and Seller. The Contract
Documents shall be reformed to replace such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to expressing the intention of the stricken
provision.
10.5. Seller’s Certifications: Seller certifies that it has not engaged in corrupt, fraudulent,
collusive, or coercive practices in competing for or in executing the Contract. For the purposes of
this paragraph:
10.5.1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of
value likely to influence the action of a public official in the bidding process or in the Contract
execution;
10.5.2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to
influence the bidding process or the execution of the Contract to the detriment of Buyer, (b) to
establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive Buyer of the
benefits of free and open competition;
10.5.3. “collusive practice” means a scheme or arrangement between two or more Bidders, with
or without the knowledge of Buyer, a purpose of which is to establish Bid prices at artificial,
non-competitive levels; and
10.5.4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons
or their property to influence their participation in the bidding process or affect the execution of
the Contract.
10.6. Limitations:
10.6.1. Buyer and Seller waive against each other, and against the other’s officers, directors,
members, partners, employees, agents, consultants, and subcontractors, any and all claims for
entitlement to incidental, indirect, or consequential damages arising out of, resulting from, or
related to the Contract. The parties further agree that the total liability of each party to the other
for claims, costs, losses and damages arising from this Contract shall be limited to the amount
established in the Contract as the Contract Price. Upon assignment the terms of this Paragraph
10.6.1 shall be binding upon the assignee with respect to Seller and Buyer/assignor. The terms of
this mutual waiver do not apply to or limit any claim by either Buyer or Seller against the other
based upon any of the following: (a) costs, losses, or damages attributable to bodily injury,
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sickness, disease, or death to any persons; (b) damage or destruction to tangible property of
others; (c) Seller’s indemnification obligations under Section SC-5.09; or (d) intentional or
reckless wrongful conduct.
10.6.2. Upon assignment the terms of this paragraph shall be binding upon both the Buyer and
assignee with respect to Seller’s liability, and upon Seller with respect to both Buyer’s and
assignee’s liabilities. The terms of this mutual limitation do not apply to or limit any claim by
either Buyer or Seller against the other based on any of the following: (a) contribution or
indemnification with respect to third-party claims, losses, and damages; (b) costs, losses, or
damages attributable to personal or bodily injury, sickness, disease, or death, or to injury to or
destruction of the tangible property of others, (c) intentional or reckless wrongful conduct, or (d)
rights conferred by any bond provided by Seller under this Contract.
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IN WITNESS WHEREOF, Buyer and Seller have signed this Agreement. Counterparts have
been delivered to Buyer and Seller. All portions of the Contract Documents have been signed or
identified by Buyer and Seller or on their behalf.
This Agreement will be effective on November 15, 2023 (which is the
Effective Date of the Agreement). (date)
Buyer: City of Oshkosh Seller: Xylem Water Solutions USA, Inc.
By:
(Signature)
By:
(Signature)
Mark A. Rohloff, City Manager
(typed name and title)
Adam J. McNeill, VP Treatment –
North America_______________________
(typed name and title)
By:
(Signature)
Diane M. Bartlett, City Clerk
(typed name and title)
Address for giving notice: Address for giving notice:
PO Box 1130 4828 Parkway Plaza Boulevard, Suite 200
Oshkosh, WI 54903-1130 Charlotte, NC 28217
If Owner is a public body, attach evidence of
authority to sign and resolution or other
documents authorizing execution of Buyer-
Seller Agreement.
Agent for service of process:
Approved as to form and execution this
_____ day of _____________________, 20___
By:__________________________________
(signature)
Lynn Lorenson, City Attorney
(typed name and title)
(If Seller is a corporation or a partnership,
attach evidence of authority to sign.)
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I hereby certify that the necessary provisions
have been made to pay the liability which will
accrue under this Contract.
By:__________________________________
(signature)
Russ Van Gompel, Director of Finance
(typed name and title)
Designated Representative:
Designated Representative:
Name: Name:
Title: Title:
Address: Address:
Phone: Phone:
Facsimile: Facsimile:
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