HomeMy WebLinkAboutAgreement_General_1/9/2020_Odyssey ManufaturingVILLAGE OF TEQUESTA
AGREEMENT FOR PURCHASE OF SODIUM HYDROXIDE
THIS AGREEMENT FOR PURCHASE OF SODIUM HYDROXIDE is entered
into and effective this 6) day of January, 2020 (the "Effective Date"), by and between the
VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345
Tequesta Drive, Tequesta, Florida 33469-0273, organized and existing in accordance with the laws
of the State of Florida, hereinafter the "Village"; and ODYSSEY MANUFACTURING
COMPANY, a Florida corporation with offices located at 1484 Massaro Blvd., Tampa, Florida
33619, hereinafter the "Contractor" and collectively with the Village, the "Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide up to 100 dry tons of 50% food grade (NSF Approved) liquid
sodium hydroxide annually for use in the Village's potable water treatment process. The Parties
agree to enter into this Agreement pursuant to the Village's Notice of Solicitation for RFQ # UTIL
04-19, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be five hundred seventy dollars ($570.00) per dry ton of 50% sodium hydroxide, pursuant to
the Contractor's quote provided in the Contractor's December 4, 2019 correspondence with the
Village, attached hereto as Exhibit "B".
3. TERM; TERMINATION; NOTICE: This Agreement shall be effective for a
term that commences on the Effective Date and terminates on October 1, 2020. In addition, this
Agreement may be renewed for two (2) additional one-year terms with the consent of both Parties,
as detailed in Exhibit `B". This Agreement may be terminated by either party upon thirty (30)
days written notice to the other party. Notice shall be considered sufficient when sent by certified
mail or hand delivered to the Parties during regular business hours at the following addresses:
Page 1 of 5
Village
Contractor
Village of Tequesta
Odyssey Manufacturing Co.
345 Tequesta Drive
1484 Massaro Blvd.
Tequesta, FL 33469-0273
Tampa, Florida 33619
Attn: Matthew Hammond,
Attn: Patrick H. Allman,
Utilities Director
General Manager
4. INSURANCE: The Contractor shall provide proof of.workiman's compensation
insurance and liability insurance in such amounts as deemed sufficient by the Village and shall
name the Village as an "additional insured" on the liability portion of the insurance policy.
5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Village, its agents, servants, and employees, from and against any claim, demand
or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act,
conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of
services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond
the waiver provided in Section 768.28, Florida Statutes.
6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months immediately preceding
the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
7. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreement is not a contract for employment and that no relationship
of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
8. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County
Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters,
review and audit municipal contracts and other transactions, and make reports and
recommendations to municipal governing bodies based on such audits, reviews, or investigations.
Page 2 of 5
All parties doing business with the Village shall fully cooperate with the inspector general in the
exercise of the inspector general's functions, authority, and power. The inspector general has the
power to take sworn statements, require the production of records, and to audit, monitor,
investigate and inspect the activities of the Village, as well as contractors and lobbyists of the
Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct,
and abuses.
9. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
10. FORCE MAJEURE: The Contractor shall not be considered in default by reason
of any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Contractor or its subcontractors and without their fault or negligence.
Such causes include but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
11. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
12. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both parties, and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the
provision of services called for in this Agreement without prior written consent of the Village.
13. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in the Proposal or Bid. Upon
request from the Village's custodian of public records, the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village, or fails to make thern
available for inspection or copying, within a reasonable time may be subject to attorney's fees and
costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10,
Page 3 of 5
Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records
associated with this Agreement or associated with the provision of services contemplated herein
are not disclosed except as authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the Contractor does not transfer the records to the Village. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor, or keep and maintain public records required by the
Village. If the Contractor transfers all public records to the Village upon completion of the
Agreement, the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored electronically must
be provided to the Village, upon request from the Village's custodian of public records, in a format
that is compatible with the Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT
lmcwilliams(i�teguesta.or$j, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
14. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
15. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
16. WAIVER: No waiver by the Village of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
Page 4 of 5
consent to or approval of any act requiring the Village's consent or approval of any act by the
Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent
to or approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved.
17. ENTIRE AGREEMENT: This five (5) page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agreement unless such
modification is in writing, agreed to by both parties and attached hereto as an addendum to this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first above written.
WITNESSES:
ODYSSEY MA UFACTURING CO.
By: Patrick H. Allman, General Manager
44 J-- - -
aYCKk.s (Corporate Seal)
ATTEST:
(wC_ nt=
Lori McWilliams, MMC
Village Clerk
VILLAGE OF
Page 5 of 5
Village of Tecluest
!rive
y,v
�a
NOTICE OF SOLICITATION
RFQ # UTIL 04-19
50% Sodium Hydroxide Annual Purchase
S61-768-0700
www.tequesta,Qrg
The Village of Tequesta is seeking Quotes from qualified suppliers to provide:
Delivery of 50% food grade (NSF Approved) liquid sodium hydroxide for use in the
potable water treatment process. The Village anticipates to order up to 100 dry tons
during the 2019-2020 fiscal year.
Quotes are being received beginning November 21, 2019 through December 5, 2019 at 5:00 p.m. To
submit a quote or for any questions regarding the specifications and Solicitation process please contact
Nate Litteral, Water Plant Superintendent, at nlitteral@teguesta.org.
ADA ACCESSIBILITY NOTICE: The Village of Tequesta strives to be an inclusive environment. As
such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities
Act of 1990 ("ADA") by ensuring that the Contractor's [agreement/bid documents and specifications] are
accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [agreement/bid documents and specifications], from Contractor, including
files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately
conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content
Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web
Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TRMCAG/.
The Village of Tequesta is exempt from Federal and State Taxes for tangible personal property tax.
The Village of Tequesta reserves the right to accept or reject any or all Proposals, in whole or in part,
with or without cause, to waive any irregularities and/or technicalities, and to award the contract on
such coverage and terms it deems will best serve the interests of the Village.
Vice -Mayor Kristi Johnson Mayor Abby Brennan
Council Member Laurie Brandon
Council Member Vince Arena
Council Member Kyle Stone
Village Manager Jeremy Allen
EXHIBIT
® O Y'S $ E Y
MANUFACTURING CO.
Deceinber 4,.:2019.
Mr. Nate:Litteral
Water- Treatment Plant Superintendent
V i.l lager of Tequesta
90.1 North Dixie Highway
Tequesta, Florida 33469
Re; SODIUM HYDROXIDE SUPPLY TO THE VILLAGE OF TEQUESTA
WATER TREATMENT.FACILITY
Dear Nate,
As you. know, Odyssey' Manufacturing Co. is currently supplying "the Village of Tequesta sodium
hypoehlorite.and lias.dcne so for the pastten years. As you hi.ow, we recently began selling sodium
hydroxide. out of our rail .terminal iii Lantana, 'Florida..As'such, Odyssey proposes to sell 50%6
sodiui-n hydroxide to: the Village of Tequesta for the firm lump suni price of $570 per ".ton effective
immediately through: September. 3`q, 2020 (NET 30). As.ail, option, we agree to fix this pricing
through September 3`0, 2021 if the customer desires a two=year contract or include an option where
the. Village :of Tequesta can renew fltis contract for up two additional one-year terms with. Both parties
consent. This price°is fixed and there are no fuel'surcharges, delivery fees or other hidden charges.
Because of iiie liiiiited storage avai'lahle at your plant;'we can provide you caustic on one day's notice
in order to allow us:to make full tanker deliveries. Addi.ti.onally, we: are providing membrane.grade
caustic and our Lantana facility is NSk-60 certified The sodium hydroxide, We have a backup supply
at our Tampa facility which is also NSF-6.0 certified.
In addition totlie guaranteed. and improved pricing,, the Village of Tequesta. will achieve improved
reliability as the. caustie will be, delivered: from our,terininal :less than 30 mintites away. We also have
access;to a barge terminal 'in Tanipa'as a backup 'Odyssey, is proposing: to sell the Village: of
Tequesta membrane:grade caustic:
Thank you for your consideration. We. look forward to the opportunity to serve your sod.iuni
hydroxide deeds in the future.. Please do not hesitate to contact me at (813) ODYSSEY oi` cellular
(8.13) 3.35=3444 if.I can be of further assistance.
Sincerely,
�atrick�HAII�n-ian
General Manager:
March 28, 2019
Re: CORPORATE RESOLUTION FOR AUTHORITY TO SIGN BIDS, BID FORMS,
CONTRACTS & PERMITS ON BEHALF OF ODYSSEY MANUFACTURING CO.
To Whom It May Concern,
WHEREAS, the Board of Directors of Odyssey Manufacturing Co. has determined it to
be in the best interest of the Corporation to establish a Corporate Resolution. Be it:
RESOLVED, The undersigned hereby certifies that Patrick H. Allman, its General
Manager, is authorized to sign bids and all bid forms; to execute agreements and any
documents associated with these agreements; and to sign any permit documents on
behalf of Odyssey Manufacturing Co. Additionally, the undersigned is the duly elected
and qualified Secretary and the custodian of the books and records and seal of
Odyssey Manufacturing Co., a corporation duly formed pursuant to the laws of the state
of Delaware and that the foregoing is a true record of a resolution duly adopted at a
meeting of the Board of Directors and that said meeting was held in accordance with
state law and the Bylaws of the above -named Corporation on March 28, 2019, and that
said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto
affixed the corporate seal of the above -named Corporation this 28th day of March, 2019.
Stephen Sidelko, Secretary
ow
CORPORATE SEAL
(800) ODYSSEY
N.odysseymanufacturing.com