HomeMy WebLinkAboutAgreement_General_11/12/2020_Odyssey Manufacturing (2)VILLAGE OF TEQUESTA
AGREEMENT FOR PURCHASE OF SODIUM HYPOCHLORITE
THIS AGREEMENT FOR PURCHASE OF SODIUM HYPOCHLORITE is
entered into and effective this %A day of November, 2020, by and between the V I L L A G E O F
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 annually provide its Ultrachlor 12.5 Trade Percent (%) sodium
hypochlorite, in quantities as required by the Village, for use in "bulk" tanks at the Village's Water
Treatment Plant. The Parties agree to enter into this Agreement and piggyback for purchase of the
sodium hypochlorite as described in the Contractor's Contract with the City of Daytona Beach
("City of Daytona Beach Contract") awarded through the City of Daytona Beach's ITB No. 20561.
Said contract and bid package, including its terms, conditions, specifications, and attached
exhibits, are hereby fully incorporated into this Agreement and attached hereto as Exhibit "A".
Authorization to piggyback on the City of Daytona Beach Contract is provided in the Contractor's
October 29, 2020 offer letter to the Village, which is hereby fully incorporated into this Agreement
and attached hereto as Exhibit "B".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be set at the firm lump sum unit price of $.65 per gallon, pursuant to the unit price provided
in City of Daytona Beach Contract and bid package, attached hereto as Exhibit "A".
3. TERM; TERMINATION; NOTICE: Pursuant to the City of Daytona Beach
Contract, the original contract term will expire on August 31, 2021, with the option to renew for
up to four (4) additional one-year terms thereafter. This Agreement may be terminated by either
party upon thirty (30) days written notice to the other party. Notice shall be considered sufficient
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when sent by certified mail or hand delivered to the Parties during regular business hours at the
following addresses:
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 workman'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 agrees 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,
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review and audit municipal contracts and other transactions, and make reports and
recommendations to municipal governing bodies based on such audits, reviews, or investigations.
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. SCRUTINIZED COMPANIES: For Contracts under $IM, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have submitted
a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1 M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 287.135,
Florida Statutes. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section 287.135(5),
Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created
pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this
Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been
engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
10. 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.
11. 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.
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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.
12. 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.
13. AMENDMENTS & 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.
14. PUBLIC RECORDS: In accordance with Section 1 19.0701, 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 Scope of Services. 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 them 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, Florida
Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in Scope of Services
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
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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 AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT
Imcwilliams(a—,tequesta.orp_, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
15. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
16. 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.
17. 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
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.
18. ENTIRE AGREEMENT: This six (6) page Agreement, including any Exhibits,
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.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 5 of 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES: ODYSSEY MANUFACTURING CO.
nL�-ivmK By: Patrick H. AI man, General Manager
+01 �J� (Corporate Seal)
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VILLAGE OF TEQUESTA
ATTEST:
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Village Clerkams, MMC ^rNCORFORATED,
Page 6 of 6
EXHIBIT A
CONTRACT FOR SODIUM HYPOCHLORITE
THE PARTIES TO THIS Contract are the City of Daytona Beach, a Florida municipal corporation ("City")
and Odyssey Manufacturing Company, a foreign profit corporation ("Contractor").
In consideration of the mutual covenants herein contained, the parties agree as follows:
Section 1. Scope of Services. Contractor will provide sodium hypochlorite to the City as further described
in ITB 20561 attached hereto and incorporated herein by reference.
Section 2. Compensation and Payments. The City will pay the Contractor a unit price of $.65 per gallon
as set forth in the price schedule included in the Contractor's bid. This unit price will be the Contractor's
sole compensation for the services provided.
Section 3. Incorporation of ITB and Offer Package. The City's Invitation to Bid (ITB) 20561, and any
Addenda are incorporated herein as Exhibit A. The Contractor's Responsive Offer is attached as Exhibit
B. In case of conflicts between the Solicitation, Exhibit A, and the Offer, Exhibit B, Exhibit A (the ITB) will
govern. In case of conflicts between Exhibit A and other provisions of this Contract, this Contract will
govern.
Section 4. Notice. Unless otherwise expressly agreed herein, all notices, requests, and demands to or
upon the Parties will be delivered by hand, delivered by a courier Service, provided to a nationally
recognized delivery Service for overnight delivery, transmitted to a receiving fax machine followed by hard
copy within two days, or by U.S. mail, postage prepaid by registered or certified mail, return receipt
requested, to the addresses set forth herein:
To the City: To Contractor:
Attn: Shannon Ponitz Attn: Patrick Allman
Utilities Director Title: General Manager
The City of Daytona Beach Contractor: Odyssey Manufacturing Company
125 Basin Street, Suite 204 Address: 1484 Massaro Blvd.
Daytona Beach, FL 32114 City/ST/Zip: Tampa, FL 33619
Fax: 386.671.8805 Fax: 813.630.2589
provided, however, that either Party may change the person or address designated for receipt of the Party's
notices, by providing written notice to the other Party.
Section 5. Authority to Bind Contractor. The undersigned representative of Contractor represents and
warrants the he or she is fully authorized to bind Contractor to the terms and conditions of this Contract.
Section 6. Integration. This Contract represents the entire agreement of the parties with respect to the
subject matter hereof. No representations, warranties, inducements or oral agreements have been made
by either Party except as expressly set forth herein, or in other contemporaneous written agreements.
Section 7. Effective Date and Term. The Effective Date of this Contract is the date on which the last
Party signs it. The Term of this Contract is 1 year, commencing on the Effective Date. The CITY will have
the option to renew this Contract for up to 4 Terms of 1 year each, by providing CONTRACTOR written
notice. Such notice must be provided at least 60 days before the end of the current Term, unless waived
by CONTRACTOR.
Section 8. Price Escalation/DeEscalation (PPI)
The City may allow a price escalation provision within this award. The original Contract prices shall be firm
for the entirety of the initial Contract period. A price escalation/de-escalation will be considered at the time
of Contract renewal and at 12-month intervals thereafter, provided the Supplier notifies the City, in writing,
of the pending price escalation/de-escalation a minimum of sixty (60) days prior to the Contract renewal
Page 1 of 28
date. The base price will be the beginning of the latest period during which the adjustment is requested.
For example, if annual adjustments are permitted under a five-year contract, but the Supplier doesn't
request an adjustment until 60 days prior to year 3, the base period would be the beginning of year 2. A
price escalation shall be based on the latest version of the Producer Price Index (PPI) — Final Demand
Index for Goods/Total, as published by the U.S. Department of Labor, Bureau of Labor Statistics. This
information is available at www.bls.gov. The maximum escalation for any period will be 4%. Price
adjustment shall be calculated by the monthly percent change since the beginning of the latest period.
IN WITNESS WHEREOF, the Parties through their undersigned representatives have caused this
Contract to be executed in duplicate original.
THE CITY
By:
Ja es V. Chisholm; City Manager
Date: 20
Attest:
Letitia LaMagna, City Clerk
By:
I form:
Robert Jagger, Citj Attorney/ Chemicals
ODYSSEY MANUFACTURING COMPANY
By:
Printed Name: I ial vt
Title:
Date:
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ODYSSEY
i=1",f ll_,i,`%( I Ii, (- C ( ,
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 281h day of March, 2019.
CORPORATE SEAL
Stepher�idelko, ecre ary
MANUFACTURERS OF'�JTFD CHLDR ($UU) ODYSSEY
www.odysseymanufacturing.com
Exhibit A
Commodities (6.5.20)
THESE TERMS ARE STANDARD FOR ALL SOLICITATIONS ISSUED BY THE CITY OF DAYTONA BEACH. THE
CITY MAY DELETE, SUPERSEDE, OR MODIFY ANY OF THESE FOR A PARTICULAR SOLICITATION BY USE
OF SPECIAL PROVISIONS (COMMODITIES).
SECTION 1: DEFINTIONS. Certain terms used herein will have the following meanings. Note some
defined terms are not relevant to this Solicitation:
D-1. Addenda means written or graphic instruments issued prior to the end of the Offer Phase which
clarify, correct, or change the solicitation documents or Contract documents. Also means
Addendum.
D-2 Bidder— one who submits a response to a Solicitation.
D-3. City means the City of Daytona Beach, unless the context indicates otherwise, includes the City's
officers, employees, and agents.
D-4. Commodities means the supplies, materials, Goods, merchandise, food, equipment, or other
personal property, excluding real property, that the Bidder will be obligated to provide the City under
any resulting Contract. References to Goods shall mean Commodities. The Commodities are
generally set forth in the Price Sheet.
D-5. Contract means the form Contract, if any, required by the City in order to integrate all terms and
conditions therein, provided by the City for the Bidder's execution and includes 1) the Solicitation
documents 2) the Offer Package, 3) the Resolution or Ordinance approving award of this Contract
4) all Purchase Orders issued pursuant to the Solicitation documents 5) all amendments that may
after the date of award be executed by the Bidder and the City 6) any addenda 7) any other
solicitation documents. Also means an agreement to purchase Goods or Services or both,
regardless of whether the agreement is reduced to a single written document.
D-6. Electronic Signature means the original signature transmitted and received via electronic
transmission of a scanned document, (e.g., PDF or similar format) and are true and valid signatures
for all purposes hereunder and shall bind the parties to the same extent as that of an original
signature. Any such electronic counterpart shall be of sufficient quality to be legible either
electronically or when printed as hardcopy. The City shall determine legibility and acceptability for
public record purposes.
D-7. Florida Prompt Payment Act means F.S. §§ 255.0705-255.078, as amended from time to time.
D-8. Goods means Commodities.
D-9. Local Vendor means a person or business entity which has maintained a permanent place of
business with full-time employees within the city limits for a minimum of six months prior to the date
Offers were received for the purchase or Contract at issue, which generally provides from such
permanent place of business the kinds of Goods or Services solicited, and which at the time of the
solicitation fully complies with state and local laws, including City zoning and licensing ordinances.
D-10. Notice of Intent to Award (NOI) means a written notice given by the City stating that staff is
recommending award to the listed Bidder. It includes instructions for completing and submitting
any Contract that accompanies the NOI.
D-11. Offer means Solicitation Response, Submission, Submittal, Bid, or Proposal, submitted by a Bidder
on the prescribed forms setting forth the prices for the work to be performed. Also means Offer
Package.
D-12. Offer Deadline means the specific date a time that a Solicitation is due. No Offers will be accepted
after this time.
Page 3 of 28
Exhibit A
Commodities (6.5.20)
D-13. Offer Phase means the period of time between the posting of the Solicitation and the deadline (date
and time) for which Offer Packages must be submitted.
D-14. Official Time 1) shall be reflected within the Platform as time remaining in the Offer Phase 2) the
Negometrix clock used to determine when the Offer Deadline expires.
D-15. Platform means Negometrix, the software currently used by the City. All communications regarding
this solicitation will be posted at www.codb.us/841/purchasing through the Public Solicitations link.
Bidders MUST submit Offers through the Platform. The Platform is utilized by the City and the
Bidders to: 1) Allow Bidders to register and manage their company records, 2) Post and issue City
solicitation packages for Bidders from inception to award of a solicitation, 3) Allow Bidders to submit
an Offer Package online, electronically, through the Platform, 4) Allow Bidders to view all public
record documents related to an Online Solicitation.
D-16. Pricing Sheet: The area within the Platform where Bidders will provide their pricing response for
the Solicitation. Also known as Price sheet.
D-17. Purchase Order means a written document to a Supplier formalizing the terms and conditions of a
proposed transaction.
D-18. Responsible: Refers to a Bidder that has the necessary skills, ability, capacity, and capability to
perform the work required under a Solicitation and is otherwise eligible for award.
D-19. Responsive: means conforming in all respects to the Solicitation Package, except minor
irregularities.
D-20. RESERVED
D-21 Solicitation means the group or collection of information that constitutes detailing the requirements
and requesting responses, Offers, or submittals from eligible Bidders. The information may be in
the form of electronic documents, files, and information contained in data fields in the Platform.
D-22. Supplier: Bidder, Contractor, Company, Respondent, or Proposer to whom the Contract is
awarded.
D-23. Tabulation Sheet means the opening results of a Solicitation. The Bidder's name, City, and Offer
Price will be recorded for Invitations to Bid.
D-24. Term Contract means a Contract in which a source of supply is established for a specified period
of time for specified Commodities at specified prices.
END OF SECTION
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Exhibit A
Commodities (6.5.20)
SECTION 2: INSTRUCTIONS TO BIDDERS
I13-1. SOLICITATION DOCUMENTS. The Solicitation Documents consist of the Information Page; these
Instructions; General Provisions; Special Provisions, if any; Technical Specifications, if any; Insurance
Requirements; the Offer Package, and all additional forms provided by the City as part of this Solicitation
that are required to be completed and submitted by the Bidder as part of the Offer, regardless of whether
these forms are described herein as exhibits or attachments to the Solicitation. Together, the Offer Forms
and the additional forms required to be submitted by the Bidder as part of the Offer, constitute the "Offer
Package."
Electronic Posting of Solicitation Documents. The City's ONLY official outlet for publication and
posting of City of Daytona Beach Solicitations is on the Negometrix Platform. The Platform is the only place
the City will post Solicitation information, addendums, questions & answers and Contract related
information. The City will not honor or verify information redistributed or reposted by other entities on other
Internet sites. Bidders relying on such 'second hand' information will do so at their own risk and of no
consequence to the City.
In making copies of the Solicitation Documents available, the City does so only for the purpose of obtaining
Offers and does not confer a license or grant to use the Solicitation Package for any other purpose.
IB-2. COMPLETING THE OFFER PACKAGE. In submitting the Offer, the Bidder must complete and
include all Offer Package documents. In order for the Solicitation to be considered complete:
A. The Bidder must submit the information required, only on the forms provided by the City as part of
the Solicitation Documents, except where the Solicitation Documents specifically permit or require
otherwise.
B. The City requests that the Bidder submit only the forms supplied in the solicitation. If the Bidder
submits any additional documents other than the forms provided these extraneous documents will be
discarded. The City will issue a Notice of Intent to Award (NOI) to the lowest Responsive and Responsible
Bidder. All fields requiring a response must be completed by the Bidder, failure to do so may result in the
Bidder's Offer Package being deemed non -responsive and not considered for award.
C. Where the Price Sheet only calls for unit prices, the Bidder must quote all unit prices and extend unit
prices set forth on the Price Sheet. The Bidder must include this with their Offer in order to be Responsive.
If this Solicitation allows for lot -by -lot Offers, the Bidder must comply with the Special Instructions set forth
in the Solicitation Documents.
D. The Offer Price (including unit prices and extended prices if applicable), must be stated in numerals.
E. The Bidder must not submit alternative Offers unless this Solicitation specifically authorizes
alternate Offers. If this Solicitation specifically requires the submission of alternate line items, the Bidder
must submit the base price and the alternative line item price(s) in the format provided on the Price Sheet
in to be considered Responsive.
F. The Offer may not contain qualifications or exceptions of any kind.
G. All other Offer requirements stated herein must be met.
I13-3. SIGNING THE OFFER PACKAGE. The Offer must contain an original or Electronic Signature of an
individual who is authorized to bind the Bidder. The signature must be located in the space(s) marked for
the Bidder's signature. In addition:
A. If the Bidder is a general partnership, its name and address must be stated as well as the name and
address of each member of the firm or partnership.
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Exhibit A
Commodities (6.5.20)
B. If the Bidder is a joint venture, the Bidder must provide the full legal names of all persons/firms
comprising the joint venture on separate signed attachment(s).
C. The person signing the Offer Forms on behalf of the Bidder must be the same person who signs all
other Offer Package documents.
IB-4. REQUESTS FOR INTERPRETATIONS. If the Bidder is in doubt as to the meaning of any of the
documents included in this Solicitation, the Bidder may submit a written request to the City for an
interpretation (see questions and answers). Such requests must be received 7 days prior to Offer opening
in order to be considered. The City is not obligated to respond to such requests. Any clarification or
interpretation of the Solicitation Documents issued by the City in the form of a written addendum will be
deemed to be a part of the Solicitation Documents. NO ORAL CLARIFICATION OR INTERPRETATION
BY ANY PERSON WILL MODIFY OR OTHERWISE EFFECT THE TERMS, CONDITIONS, OR
SPECIFICATIONS STATED IN THESE SOLICITATION DOCUMENTS. ALL MODIFICATIONS WILL BE
EFFECTED IN WRITING BY ADDENDUM
QUESTIONS AND ANSWERS. All answers to material questions will be published on the Platform.
Bidders are required to review all questions and answers within the Solicitation. Questions and answers
are as authoritative as any information issued in a formalized addendum and incorporated into the
Solicitation Documents or any Contract resulting from this Solicitation.
IB-5. ADDENDA TO SOLICITATION DOCUMENTS. Prior to the Offer opening, the City may, on the City's
own initiative or in response to a request for clarification, furnish Addenda, or answer online questions via
the Platform for additions or alterations to the Solicitation Documents previously supplied by the City. In
addition, the City may by Addendum extend the date scheduled for Offer opening. The Purchasing
representative will post Addenda on the Platform and will make reasonable efforts through the Platform to
notify all potential Bidders of the issuance of said Addendum. The City's Purchasing website address is
www.codb.us/841/Purchasing; Addenda may be found under the "Public Solicitations" link. However, the
Bidder is solely responsible for ensuring that the Offer Package reflects all such Addenda.
IB-6. SUBMISSION OF ONLINE OFFERS. The City will only accept Offers online through the Platform.
No paper Offers will be accepted.
All electronic files uploaded must be in a common format accessible by software programs the
City uses. Those common formats are generally described as Microsoft Word (.doc or .docx), Microsoft
Excel (.xls or .xIsx), Microsoft Power Point (.ppt or pptx), or Adobe Portable Document Format (.pdf.).
Bidders will not secure, password protect or lock uploaded files; the City must be able to open and view the
contents of the file. Bidders will not disable or restrict the ability of the City to print the contents of an
uploaded file. Scanned documents or images must be of sufficient quality, no less than 150 dpi, to allow for
reading or interpreting the words, drawings, images or sketches. The City may disqualify any Offer that
does not meet the criteria stated in this paragraph.
IB-7. WITHDRAWAL OF OFFER. The Bidder may withdraw their Offer and resubmit anytime until the
Offer Deadline, i.e., the end of the Offer Phase. Once the Offer Phase has ended the City will be able to
view the Offers and begin the evaluation of all Offers received. Once the Offer Phase has ended no
changes or withdraws can be made by the Bidder.
Mere negligence on the part of the Bidder in preparing the Offer does not constitute a right to withdraw the
Offer subsequent to Offer opening.
I13-8. DISQUALIFICATION OF OFFER.
A. Only One Offer Permitted: The Bidder may submit only one Offer. If the Bidder submits more than
one Offer for the work involved, all Offers from the Bidder will be rejected.
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Exhibit A
Commodities (6.5.20)
B. Collusion: If the City determines that collusion exists among Bidders, the City will reject the
Offers of all participants in the collusion.
IB-9. OFFER PHASE, OPENING DATE. The Offer opening will be scheduled at the date and time
specified by the Solicitation (i.e., the end of the "Offer Phase"), or as changed by Addenda or response that
the City may issue. At opening, the City will open and record the Offers so long as they are proper and
have been timely submitted. In recording the Offers the City will record the name of the Bidder, location
(City, State) and the Price. The Tabulation Sheet will be reviewed and verified by the Purchasing Agent
after being opened by the Buyer, or their designees. The Bidder is solely responsible to ensure that the
Offer is submitted online prior to the end of the Offer Phase. Late submissions will not be accepted by the
Platform. There will be no public opening for this Solicitation.
I13-10. OFFER OPENING RESULTS. The Bidder may secure information pertaining to Offer opening
results on the Purchasing Division webpage www.codb.us/841/Purchasinq, or by emailing a request to
purchasing a()codb.us. Copies of Tabulation Sheet will be furnished upon request and receipt of a valid
email address.
If the results are modified in any way after staff conducts due diligence, a Revised Tabulation sheet will be
signed by the Purchasing Agent or Buyer and a witness and posted on the Platform.
IB-11. THE SOLICITATION IS AN OFFER. In submitting the Offer, the Bidder certifies that the Bidder is
making a firm Offer that will remain open for 60 days following Offer opening unless properly and timely
withdrawn by the Bidder prior to Offer Opening in conformance with these Instructions unless the City, in
the City's sole discretion, rejects the Offer after opening. Extensions of time beyond the 60 day -period will
only be by agreement of the City and the Bidder.
IB-12. PRICE INCLUSIVE OF COSTS. The Offer price is inclusive of all of the Bidder's direct and indirect
costs of performing the work including but not limited to delivery, freight, and fuel surcharges.
IB-13. FEDERAL TAXES. The Offer price will be exclusive of all federal taxes. If the Bidder believes that
certain other taxes are properly payable by the City, the Bidder may list such taxes separately in each case
directly below the respective item price. Tax exemption certificates will be furnished upon request.
IB-14. PUBLIC RECORDS. Sealed Offers received by the City pursuant to the Solicitation will be
temporarily exempt from disclosure in accordance with Florida's Public Records Laws. Per F.S. §119
results are not a public record for 30 days from the date of the opening or when a Notice of Intent to Award
is posted, whichever is first. Thereafter, all Offers will be open for a personal inspection by any person
pursuant to Public Records Law.
If the Bidder believes that the Offer or any portion thereof is permanently exempt from disclosure under the
public records laws, the Bidder must state the grounds for this position in CAPITAL LETTERS in a certified
letter addressed to the Purchasing Agent and received at least 3 days prior to the Offer opening. The
Bidder will be contacted prior to the opening of the Solicitation and a determination will be made as to
whether or not it is exempt prior to opening. If a determination is made that it is not exempt from disclosure,
the Bidder may withdraw the sealed Offer.
I13-15. BIDDER CAPABILITYIREFERENCES. Prior to Contract award, the City may require Bidder to
show that Bidder has the necessary facilities, equipment, ability, and financial resources to perform the
work specified in a satisfactory manner and within the time specified.
In addition, the City may require Bidder to demonstrate the Bidder has experience in work of the same or
similar nature as the work required herein, and to provide references satisfactory to the City.
IB-16. REVIEW; BASIS OF AWARD. Offers will be reviewed in accordance with the procedures set forth
in these Instructions and the applicable provisions of the City Purchasing Code (Chapter 30 of the City
Page 7 of 28
Exhibit A
Commodities (6.5.20)
Code of Ordinances). Any Contract award pursuant to the Solicitation will be made on the basis of the
criteria for award of Solicitations provided in the Purchasing Code.
IB-17. LOCAL PREFERENCE. The Purchasing Code, Chapter 30, Code of the City of Daytona Beach
provides for a preference to Local Vendors whenever the application of such a preference is reasonable in
light of the dollar -value of Offers received in relation to such expenditures.
As used in City Code, the term, "Local Vendors" means a person or business entity which has maintained
a permanent place of business with full-time employees within the City limits of the City of Daytona Beach
for a minimum of six months prior to the date Solicitations were received for the purchase or Contract at
issue, which generally provides from such permanent place of business the kinds of Goods solicited, and
which at the time of the Solicitation fully complies with state and local laws, including City zoning and
licensing ordinances.
Pursuant to City Code, if the lowest Responsive Offer by a non -Local Vendor, and an Offer by a Local
Vendor is within 10% of the lowest Offer, then these two Bidder's will each have the opportunity to submit
a best and final Offer equal to or lower than the amount of the lowest Offer within five working days after
Offer opening. The Contract will be awarded to the Bidder submitting the lowest Responsive Offer or final
Offer. In case of a tie between a Local Vendor and a non -local Vendor the Contract will be awarded to the
Local Vendor.
If the Bidder intends to qualify as a Local Vendor, the Bidder must complete and sign the Local Vendor
affidavit and submit it as part of the Offer Package. A Bidder who fails to property complete and sign this
affidavit or submit it with the Offer Package, will not be further considered for local preference.
If the Bidder submits a properly completed Local Vendor affidavit as part of its Offer Package, the City
reserves the right to verify that the Bidder meets the definition of Local Vendor, including by requiring the
Bidder to supply additional documentation. In all instances, the City will be the final arbiter as to whether
the Bidder qualifies for local preference.
With certain exceptions, application of local preference is discretionary. For more information on how the
Local Preference may apply, see the Purchasing Code.
IB-18. IDENTICAL TIE OFFERS. If there are two or more low Responsive Offers from Responsible
Bidders that are identical in price, the tie will be broken in the following in order of preference: a) the Bidder
qualifying for local preference under Code 30-86; b) the Bidder in compliance with the drug free workplace
certification requirements set forth in Florida Statutes 287.087; or c) the most Responsible Bidder as defined
under the City Code 30-82 (9)(c). Please see the Drug Free Workplace form incorporated into the
Solicitation Documents.
IB-19. RIGHT TO ACCEPT OR REJECT OFFERS. The City will reject Offers which contain
modifications, which are incomplete, unbalanced, conditional, obscure, which contain additions not
requested, which contain irregularities of any kind, or which do not comply in every respect with these
Instructions and the Contract Documents, unless the City determines in its sole discretion that the non-
compliance is minor.
The City does not bind itself to accept the lowest Offer stated herein, but reserves the right to accept any
Offer, which in the judgment of the City will best serve the needs and interests of the City.
I13-20. PURCHASE ORDERS. All Purchase Orders issued pursuant to the Contract will be deemed to
incorporate all terms and conditions of the Contract regardless of whether the Contract or Contract
Documents are expressly referenced therein. In case of conflicts between a Purchase Order and any other
provisions of the Contract Documents, the other provisions of the Contract Documents will prevail.
IB-21. PIGGYBACK AUTHORITY. All Suppliers awarded Contracts pursuant to this Solicitation are
required to permit government agencies, cities, counties, and political subdivisions to participate in the
Page 8 of 28
Exhibit A
Commodities (6.5.20)
Contract under the same prices, terms, and conditions except where allowance are made for differences in
delivery costs.
IB-22. PUBLIC ENTITY CRIMES. Any party submitting an Offer in response to this Solicitation must
execute the enclosed Form PUR 7068, "SWORN STATEMENT UNDER SECTION 287.133(A), FLORIDA
STATUTES, ON PUBLIC ENTITY CRIMES," and enclose it with their Offer. The form is included in the
Solicitation Documents.
IB-23. COMPLIANCE WITH LAWS. The Supplier will comply with all applicable federal, state, and local
laws, ordinances, rules, regulations, and all orders and decrees of bodies or tribunals having jurisdiction or
authority which in any manner affect the work, or which in any way affect the conduct of the work.
The awarded Supplier must always observe and comply with all such laws, ordinances, rules, regulations,
orders, and decrees, including the Occupational Safety and Health Administration's (OSHA) Excavation -
Safety Standard, 29 C.F.R. § 1926.650 Sub Part P, and Chapter 90-96 Florida Statutes.
IB-24. MAINTENANCE OF LICENSES. The Supplier will maintain all required licenses in full force and
effect during the Contract term, including any renewal options.
I13-25. SUPPLIER RESPONSIBILITY FOR PREPARATION COSTS. Neither the City nor the City's
officers or agents will be liable for the costs incurred by the Supplier in reviewing or responding to this
Solicitation.
END OF SECTION
Page 9 of 28
Exhibit A
Commodities (6.5.20)
TERMS & CONDITIONS
TC-1. COMPENSATION AND PAYMENTS; LIMITATIONS
A. Unless the Price Sheet specifically provides for reimbursement of expenses, the compensation described
herein will be Supplier's sole compensation for the Commodities to be provided. Supplier will be solely
Responsible for all costs Supplier incurs in meeting its obligations herein.
B. For Unit Price Contract, City will pay Supplier an amount not to exceed the amount described in the Price
Sheet of the Offer Package.
UNIT PRICING AND QUANTITIES. If this Solicitation requests submission of unit prices: (i) the Supplier
will hold all unit prices firm for the duration of the Contract, including any extension thereof, unless price
adjustments are specifically authorized by the Contract Documents; and (ii) quantities stated are an
estimate only and no guarantee is given or implied as to quantities that will actually be required during the
Contract period.
TC-2. BILLING; MANNER OF PAYMENT. In addition to requirements for payment established by
applicable federal, state, or local law including the City Code, payment terms will be paid in accordance
with the local government Prompt Payment Act (218.70 F.S.). Payment will be made 45 days after Supplier
has provided an accurate and undisputed invoice, except where the City accepts a prompt payment
discount from the Supplier and the Commodities are not defective. All invoices must have a unique invoice
number, date, and pricing by line item and unit price that are consistent with this Contract and such
Purchase Order. Improper invoices will be returned to the Supplier. Any additional terms and conditions
set forth on an invoice not in compliance with this Contract or the Purchase Order are null and void. Nothing
in this Contract will be deemed to create an obligation on the City's part to pay a subcontractor of Supplier's
for Commodities provided under this Contract.
TC-3. RELATIONSHIP BETWEEN PARTIES. This Contract does not create an employee -employer
relationship between the City and Supplier. Supplier is an independent Contractor of the City and will be
in control of the means and the methods in which the requested work is performed. As an independent
Contractor, Supplier will be solely responsible for payment of all federal, state and local income tax, and
self-employment taxes, arising from this Contract, and Supplier agrees to indemnify and hold harmless the
City from any obligations relating to such taxes. The City will not make deductions from payments due for
such taxes or for social security, unemployment insurance, worker's compensation, or other employment
or payroll taxes. Supplier will also be Responsible for the performance of Supplier's subcontractors.
TC-4. DOCUMENTS. All reports, estimates, logs, original drawings, and other materials furnished,
prepared or executed by Supplier during the term of and in accordance with the provisions of this Contract
will be the property of the City and delivered to the City upon demand or, if no demand has previously been
made, upon completion of the particular task for which such materials were prepared, executed, or
otherwise required, or upon termination or expiration of this Contract.
TC-5. PUBLIC RECORDS.
A. To the extent applicable, Bidder will comply with the requirements of Florida Statutes Section
119.0701, which include the following:
1 Keeping and maintaining public records that the City requires for performance of the
Service provided herein.
2 Upon the request of the City Clerk of the City, (i) providing the City Clerk with a copy of
requested public records or (ii) allowing inspection or copying of the records, within a reasonable
time after receipt of the City Clerk's request, at a cost that does not exceed the cost provided in
Ch. 119, Florida Statutes, or as otherwise provided by law.
Page 10 of 28
Exhibit A
Commodities (6.5.20)
3 Ensuring that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law until completion of this
Contract, and following such completion if Supplier fails to transfer such records to the City.
4 Upon completion of this Contract, keep and maintain public records required by the City to
perform the Service. Supplier will meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the City upon request from the City Clerk, in a
format that is compatible with the City's information technology systems.
IF THE SUPPLIER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
SUPPLIER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, SUPPLIER MUST CONTACT THE CITY CLERK, WHOSE
CONTACT INFORMATION IS AS FOLLOWS:
(Phone) 386 671-8023
(Email) clerk@codb.us
(Address) 301 S. Ridgewood Avenue
Daytona Beach, FL 32114
B Nothing herein will be deemed to waive Supplier's obligation to comply with Section 119.0701(3)(a),
Florida Statutes, as amended by Chapter 2016-20, Laws of Florida (2016).
TC-6. TERMINATION OF CONTRACT.
A. The City may by written notice to Supplier terminate this Contract, in whole or in part, at any time,
either for the City's convenience or because of the failure of the Supplier to fulfill its contractual obligations.
1. Before terminating for convenience, City must provide Supplier at least 30 days advance
notice of termination. This Contract will terminate automatically and without need for further notice upon
the expiration of the notice period.
2. Except as provided in Section TC-6 (A)(3), before terminating due to Supplier's material
breach of its Contractual obligations, City must provide Supplier prior written notice, specifying the breach
and demanding Supplier remedy the breach within 10 days of the notice, or as demonstrated by the
Supplier's timely submitted Show Cause Notice, within such longer period as may be reasonably required
if the nature of the breach is that it cannot be remedied within 10 days of notice. This Contract will terminate
automatically and without need for further notice if Supplier fails to remedy the material breach within the
period described in the City's Notice to Cure.
3. The City may terminate this Contract upon Supplier's breach without providing Supplier an
opportunity to remedy the breach as referenced in TC-6 (A)(2), if Supplier or any of Supplier's personnel,
in connection with the provision of Commodities, commit a criminal act or engage in activity that poses a
material risk of injury to persons or damage to property. Such termination will be effective immediately
upon providing Supplier written notice.
B. If the termination is for convenience, Supplier will be paid compensation for Goods accepted to the
date of termination. If termination is due to Supplier's material breach, the City reserves all rights and
remedies it may have under law due to such breach. Among other things, the City may take over the work
and prosecute the same to completion by other agreements or otherwise; and in such case, the Supplier
will be liable to the City for all reasonable additional costs occasioned to the City thereby.
Page 11 of 28
Exhibit A
Commodities (6.5.20)
C. If after notice of termination for the Supplier's failure to fulfill Contractual obligations it is judicially
determined by a court of law that the Supplier had not so failed, the termination will be conclusively deemed
to have been effected for the City's convenience. In such event, adjustment in payment to Supplier will be
made as provided in TC-6(B) for termination for convenience.
D. The rights and remedies of City provided for in this Section are in addition and supplemental to any
and all other rights and remedies provided by law or under this Contract.
E. Subject to Odebrecht Constructions, Inc., vs Prasad and Odebrecht Construction, Inc. v. Secretary,
Florida Department of Transportation and their progeny, this paragraph applies to any Contract for Items
of $1 million or more. Supplier certifies that it is not on the Scrutinized Companies with Activities in Sudan
List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does
not have business operations in Cuba or Syria as provided in §287.135, Fla. Stat., as may be amended or
revised. City may terminate this Contract at the City's option if Supplier is found to have submitted a false
certification as provided under subsection (5) of , or been placed on the Scrutinized Companies §287.135,
Fla. Stat., as may be amended or revised or been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that
it does not have business operations in Cuba or Syria as provided in §287.135, Fla. Stat., as may be
amended or revised.
TC-7. SEVERABILITY. If one or more of the provisions contained in this Contract are be held to be
invalid, illegal or unenforceable for any reason in any respect, such invalidity, illegality or unenforceability
will not affect any other provisions of this Contract, and this Contract will then be construed as if such invalid,
illegal or unenforceable provision had never been contained herein or therein.
TC-8. LIMITATION ON WAIVERS. Neither the City's review, approval, or acceptance of, or payment for,
any of the Commodities provided by Supplier, will be construed to operate as a waiver of the City's rights
under this Contract. Supplier will be and always remain liable to the City in accordance with applicable law
for any and all damages to the City.
Failure of the City to exercise any right or option arising out of a breach of this Contract will not be deemed
a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any
existing breach. Furthermore, the failure of the City at any time to insist upon strict performance of any
condition, promise, agreement or understanding set forth herein will not be construed as a waiver or
relinquishment of the City's right to insist upon strict performance of the same condition, promise,
agreement or understanding at a future time.
TC-9. DISPUTE RESOLUTION. If a dispute exists concerning this Contract, the Parties agree to use the
following procedure prior to pursuing any judicial remedies.
A. Negotiations. A party will request in writing that a meeting be held between representatives of each
party within 14 calendar days of the request or such later date that the parties may agree to. Each party
will attend and will include, at a minimum, a senior level decision maker (an owner, officer, or employee of
each organization) empowered to negotiate on behalf of their organization. The purpose of this meeting is
to negotiate in the matters constituting the dispute in good faith. The parties may mutually agree in writing
to waive this step and proceed directly to mediation as described below.
B. Non -Binding Mediation. Mediation is a forum in which an impartial person, the mediator, facilitates
communication between parties to promote reconciliation, settlement, or understanding among them.
Within 30 days after the procedure described in Subsection (a) proves unsuccessful or the parties mutually
waive the subsection (a) procedure, the parties will submit to a non -binding mediation. The mediation, at
a minimum, will provide for (i) conducting an on -site investigation, if appropriate, by the mediator for fact
gathering purposes, (ii) a meeting of all parties for the exchange of points of view and (iii) separate meetings
between the mediator and each party to the dispute for the formulation of resolution alternatives. The
parties will select a mediator trained in mediation skills and certified to mediate by the Florida Bar, to assist
Page 12 of 28
Exhibit A
Commodities (6.5.20)
with resolution of the dispute. The parties will act in good faith in the selection of the mediator and give
consideration to qualified individuals nominated to act as mediator. Nothing in this Contract prevents the
parties from relying on the skills of a person who also is trained in the subject matter of the dispute or a
Contract interpretation expert. Each party will attend and will include, at a minimum, a senior level decision
maker (an owner, officer, or employee of each organization) empowered to negotiate on behalf of their
organization.
If the parties fail to reach a resolution of the dispute through mediation, then the parties are released to
pursue any judicial remedies available to them.
TC-10. GENERAL TERMS AND CONDITIONS.
A. Amendments. Except as otherwise provided herein, no change or modification of this Contract
will be valid unless the change is reduced to writing and signed by both parties.
B. Assignments and Subcontracting. No assignment or subcontracting will be permitted without
the City's written approval.
C. Compliance with Laws and Regulations. In providing all Commodities pursuant to this Contract,
Supplier will abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the
provisions of such Commodities, including those now in effect and hereafter adopted. Any violation of said
statutes, ordinances, rules, or regulations will constitute a material breach of this Contract and will entitle
the City to terminate this Contract immediately upon delivery of written notice of termination to the Supplier.
D. Truth in Negotiations Certificate. Supplier hereby certifies that the wages and other factual unit
costs supporting the compensation herein are accurate, complete, and current at the time of this Contract.
E. No Third Party Beneficiaries. There are no third party beneficiaries of Supplier's Commodities
under this Contract.
F. Contingency Fee. Supplier warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for Supplier, to solicit or secure this Contract and that it has
not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide
employee working solely for Supplier, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Contract.
G. Nondiscrimination. Supplier will not discriminate against any employee or applicant for
employment because of race, color, sex, or national origin. Supplier will take affirmative action to ensure
that applicants are employed and the employees are treated during employment without regard to their sex,
race, creed, color, or national origin. Further, Supplier agrees to comply with all local, state, and federal
laws and ordinances regarding discrimination in employment against any individual on the basis of race,
color, religion, sex, national origin, physical or mental impairment, or age. In particular, Supplier agrees to
comply with the provisions of Title 7 of the Civil Rights Act of 1964, as amended, and applicable executive
orders including, but not limited to, Executive Order No. 11246.
H. Principles in Construing Contract. This Contract will be governed by and construed in
accordance with the laws of the State of Florida. Captions and paragraph headings used herein are for
convenience only, are not a part of this Contract and will not be deemed to limit or alter any provisions
hereof or to be relevant in construing this Contract. The use of any gender herein will be deemed to be or
include the other genders, and the use of the singular herein will be deemed to be or include the plural (and
vice versa), wherever appropriate.
1. Venue. The exclusive venue for any litigation arising out of this Contract will be Volusia County,
Florida if in state court, or the U.S. District Court, Middle District of Florida if in federal court.
Page 13 of 28
Exhibit A
Commodities (6.5.20)
J. Litigation Costs. Except where specifically provided herein, in case of litigation between the
parties concerning this Contract, each party will bear all of its litigation costs, including attorney's fees.
K. Jury Trial Waived. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS CONTRACT,
OR ANY DEALINGS BETWEEN THE PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL ENCOMPASSING OF ANY DISPUTES BETWEEN THE PARTIES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER, INCLUDING WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS.
L. Failure to Enforce. Failure by the City at any time to enforce the provisions of this Contract will
not be construed as a waiver of any such provisions. Such failure to enforce will not affect the validity of the
Contract or any part thereof or the right of the City to enforce any provision at any time in accordance with
its terms.
M. Non -Exclusive Contract. This is not an exclusive Contract. Award of this Contract will impose
no obligation on the part of the City to use the successful Supplier for all work of this type that may be
required during the Contract period. The City specifically reserves the right to concurrently Contract with
other companies for similar work if the City deems such action to be in the City's best interests. In the case
of multiple Term Contracts, this provision will apply separately to each Contract.
N. Force Majeure. A Force Majeure event is an act of God or of the public enemy, riots, civil
commotion, war, acts of government or govemment immobility (whether federal, state, or local) fire, flood,
epidemic, quarantine restriction, strike, freight embargo, or unusually severe weather; provided, however,
that no event or occurrence will be deemed to be a force majeure event unless the failure to perform is
beyond the control and without any fault or negligence of the party charged with performing or that party's
officers, employees, or agents. Whenever this Contract imposes a deadline for performing upon a party,
the deadline will be extended by one day for each day that a Force Majeure event prevents the party from
performing; provided, however, that the party charged with performing and claiming delay due to a Force
Majeure event will promptly notify the other party of the Event and will use its best efforts to minimize any
resulting delay.
O. Compliance with FEMA 2 CFR 200.318-326 and Appendix 11 Contract Provisions. This
Contract and the Commodities provided may be utilized in the event of declared State/Federal Emergency
and Contractors shall be prepared to comply with the requirements of the FEMA Super Circular CFR
200.318-326 and Appendix II Contract Provisions as amended. These documents can be found on the
Internet at:
httos://www.TCo.gov/fdsys/granule/C FR-2014-title2-volt /CFR-2014-title2-vol l-sec200-318
P. Sovereign Immunity. The City expressly retains all rights, benefits, and immunities of sovereign
immunity under Florida law, including Section 768.28, Florida Statutes. Nothing in this Contract, or any
Purchase Order, or notice provided under this Contract will be deemed to be a waiver of sovereign immunity
or of the limitations on liability of the City beyond any statutory limited waiver of immunity or limits of liability
which may have been or may be adopted by the Florida legislature, and the cap on the amount and liability
of the City for damages regardless of the number or nature of claims in tort, equity, or Contract will not
exceed the dollar amount set by the legislature for tort. Nothing in this Contract, or any Purchase Order, or
notice provided pursuant to this Contract will inure to the benefit of any third party for the purpose of allowing
a claim against the City, which would otherwise be barred under the doctrine of sovereign immunity or by
operation of law.
Q. Books and Records. The Supplier will maintain books, records, and documents pertinent to
performance under this Contract and any Purchase Order issued hereunder in accordance with generally
accepted accounting principles. The City will have inspection and audit rights to such records during the
term of this Contract and for three years following the termination of obligations hereunder. Records which
Page 14 of 28
Exhibit A
Commodities (6.5.20)
relate to any litigation, appeals or settlements of claims arising from such performance will be made
available until a final disposition has been made of such litigation, appeals or claims.
R. UCC. In addition to any rights or remedies contained in this Contract, each party will have the
rights, duties, and remedies available through the Uniform Commercial Code.
S. Title/Risk of Loss. Title and risk of loss will not be deemed to pass to the City unless and until the
Commodities ordered have been delivered; and, where inspection is required prior to City acceptance, until
the City has inspected and accepted such Commodities.
T. Governmental Restrictions. In the event any governmental restrictions are imposed which would
necessitate alteration of the material, quality, workmanship or performance of the items awarded to the
Supplier prior to delivery, it will be the responsibility of the Supplier to notify the City in writing at once,
indicating the specific regulation which required an alteration. The City reserves the right to accept any
such alteration, including any price adjustments occasioned thereby, or to cancel the Contract at no
expense to the City.
U. Patent Infringement, Etc. By submission of this Offer, the Bidder certifies that the merchandise
to be furnished will not infringe any valid patent, copyright, or trademark and the successful Bidder will, at
his own expense, defend any and all sections or suites charging such infringement and hold The City
harmless in case of any such infringements.
V. Bonds. There is no bonding required for this Solicitation
TC-11. WARRANTY. Warranty. Except as provided in the Special Provisions, Supplier warrants that the
Commodities supplied pursuant to this Contract are new, of good quality, and conform to any specifications
and requirements of this Contract; that such Commodities are merchantable; and that they are fit for the
ordinary purposes they are intended to serve.
TC-12. MSD. Supplier will supply Material Safety Data (MSD) with each initial delivery of any materials
defined by the State of Florida or the Federal Government as being toxic, harmful, or hazardous.
TC-13. DELIVERY. Delivery of all materials or products under this Solicitation will be quoted FOB
Destination or other point of use within the City as specified. No delivery charges will be added to invoices
except when express delivery is substituted on order for a less expensive method specified in Contract; in
such cases, difference between freight or mail and express charges may be added to the invoice.
A. Packaging and Shipping. All invoices, packing lists, and packages must bear the name of the
Contract and the applicable City Purchase Order number as printed on the face of the Purchase Order.
B. Amendments and Modifications. The City may unilaterally change, -at no additional cost, the
quantity and receiving point within the City for items not yet shipped. The City will not be required to pay
for defective items, back -orders, late deliveries, deliveries of quantities of items exceeding the quantities
specified, or items shipped at a higher price than stated in this Contract or the Purchase Order. Except as
otherwise provided herein, no change or modification of the Contract will be valid unless the same is in
writing and signed by both parties.
C. Delivery Failures. Failure of the Supplier to deliver within the time specified in the Contract, or
within a reasonable time as interpreted by the Purchasing Agent, or failure to make replacements of rejected
articles as directed by the Purchasing Agent, will permit the Purchasing Agent to purchase on the open
market articles of comparable grade to take the place of those rejected or not delivered. On all such
purchases the Supplier will reimburse the City within a reasonable time specified by the Purchasing Agent,
for any expenses incurred in excess of the defaulted prices.
TC-14. DISCONTINUED. Supplier will provide the City 30 days' advance written notice of any discontinued
items, to allow the City to purchase additional quantities of such items. The City must give written approval
Page 15 of 28
Exhibit A
Commodities (6.5.20)
of any replacements provided for discontinued items if they exceed the unit price for the discontinued item
or fail to strictly meet quality, fit, form, or function of the discontinued item.
TC-15. NON -APPROPRIATIONS CLAUSE. In the event sufficient funds are not budgeted for anew fiscal
period, the City will notify the Supplier of such occurrence, and this Contract will terminate on the last day
of the current fiscal year without penalty or expense to the City.
TC-16. ELIGIBLE USERS. All departments of the City are eligible to use this Term Contract. Such
purchases are exempt from the competitive requirements otherwise applying to their purchases.
END OF SECTION
Page 16 of 28
Exhibit A
1.2 - INDEMNIFICATION & INSURANCE REQUIREMENTS
IR-1. INDEMNIFICATION.
For value received, the Supplier will indemnify and hold harmless the City, including the City's officers,
employees, and agents, from (i) all liabilities, damages, losses, and costs, including, but not limited to,
reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful
conduct of Supplier, or of Supplier's officers, employees, and agents, including subcontractors and other
persons employed or utilized by the Supplier in the performance of the Contract; and (ii) all liabilities,
damages, injuries, losses, claims, suits, actions, judgments, charges, expenses, or costs of any nature and
kind, including attorneys' fees and court costs, arising from or relating to actual or alleged violation of or
infringement of any patent, trademark, copyright, service mark, trade secret or intellectual property right for
or on account of the use of any product or Services sold to the City or used in performance of the work.
IR-2. SUBMISSION OF INSURANCE. The Successful Supplier must submit any required insurance on
or before submission of the signed Contract or prior to issuance of a notice to proceed.
IR-3. INSURANCE. Supplier will provide and maintain at Supplier's own expense, insurance of the
kinds of coverage and in the amounts set forth in this Section. All such insurance will be primary and non-
contributory with the City's own insurance. In the event any request for the performance of Services
presents exposures to the City not covered by the requirements set forth below, the City reserves the right
to add insurance requirements that will cover such an exposure.
A. Coverage and Amounts.
1. Workers Compensation Insurance as required by Florida Statutes, Chapter 440, Workers'
Compensation Insurance, for all employees of Supplier, employed at the site of the service or in
any way connected with the work, which is the subject of this service. The insurance required by
this provision will comply fully with the Florida Workers' Compensation Law and include Employers'
Liability Insurance with limits of not less than $500,000 per occurrence. Any associated or
subsidiary company involved in the service must be named in the Workers' Compensation
coverage.
2. Liability Insurance, including (i) Commercial General Liability coverage for operations,
independent Suppliers, products -completed operations. broad form property damage, and personal
injury on an "occurrence" basis insuring Supplier and any other interests, including but not limited
to any associated or subsidiary companies involved in the work; and (ii) Automobile Liability
Insurance, which will insure claims for damages because of bodily injury or death of any person or
property damage arising out of the ownership, maintenance or use of any motor vehicle used by
the Supplier in the performance of this Contract.
The limit of liability for each policy will be a combined single limit for bodily injury and property damage of
no less than$1,000,000 per occurrence. If insurance is provided with a general aggregate, then the
aggregate will be in an amount of no less than $2,000,000. The Risk Manager may authorize lower liability
limits for the automobile policy only, at the Risk Manager's sole discretion.
THE COMMERCIAL GENERAL LIABILITY INSURANCE POLICY WILL NAME THE City AS AN
ADDITIONAL INSURED. Supplier's Commercial General Liability insurance policy shall provide coverage
to Supplier, and City when required to be named as an additional insured either by endorsement or pursuant
to a blanket additional insured endorsement, for those sources of liability which would be covered by the
latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) without
the attachment of any endorsements excluding or limiting coverage for Products/Completed Operations,
Independent Suppliers, Property of City in Supplier's Care, Custody or Control or Property of City on which
contracted operations are being performed, Explosion, Collapse or Underground hazards (XCU Coverage,
Contractual Liability or Separation of Insureds). When City is added as additional insured by endorsement,
INSURANCE — PAGE 1
Page 17 of 28
Exhibit A
ISO Endorsements CG 20 10 and CG 20 37 or their equivalent shall be used to provide such Additional
Insured status that is at least as broad as ISO form CG 20 10 11 85. .
3. Pollution Liability in the amount of $1,000,000 Per Loss, $2,000,000 Annual Aggregate. Such
coverage will include bodily injury, sickness, disease, mental anguish or shock sustained by any person,
including death; property damage including physical injury to or destruction of tangible property including
the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been
physically injured or destroyed; defense including costs, charges and expenses incurred in the
investigation, adjustment or defense of claims for such compensatory damages; coverage for losses
caused by pollution conditions that arise from the operations ( including transportation of the product(s)) of
the contractor. The City of Daytona Beach shall be named as additional insured.
Coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date equal to
at least the first date of this agreement and with a three-year reporting option beyond the Annual expiration
date of the policy.)
Unless specifically waived hereafter in writing by the Risk Manager, Supplier agrees that the Insurer will
waive its rights of subrogation, if any, against the City on each of the types of required insurance coverage
listed above.
B. Proof of Insurance. Supplier will furnish proof of insurance acceptable to the City prior to or at the
time of execution of this Contract. Supplier will not commence work until all proof of such insurance has
been filed with and approved by the City. Supplier will furnish evidence of all required insurance in the form
of certificates of insurance which will clearly outline all hazards covered as itemized above, the amounts of
insurance applicable to each hazard, and the expiration dates.
If requested by the City, Supplier will furnish copies of the insurance Contracts to support the certificates of
insurance and the copies of said insurance must be acceptable to the City.
C. Cancellation; Replacement Required. Supplier will file replacement certificates 30 days prior to
expiration or termination of the required insurance occurring prior to the acceptance of the work by the City.
If a required policy is canceled without Supplier's prior knowledge Supplier will immediately notify the City
immediately upon becoming aware that a required insurance coverage has been canceled for any reason,
and promptly replace the canceled policy. The City expressly reserves the right to replace the canceled
policy at Supplier's expense if Supplier fails to do so.
D. Termination of Insurance. Supplier may not cancel the insurance required by this Contract until
the work is completed, accepted by the City and Supplier has received written notification from the Risk
Manager that Supplier may cancel the insurance required by this Contract and the date upon which the
insurance may be canceled. The Risk Management Division of the City will provide such written notification
at the request of Supplier if the request is made no earlier than two weeks before the work is to be
completed.
E. Liabilities Unaffected. Supplier's liabilities under this Contract will survive and not be terminated,
reduced or otherwise limited by any expiration or termination of insurance coverages. Similarly, Supplier's
liabilities under this Contract will not be limited to the extent of the existence of any exclusions or limitations
in insurance coverages, or by Supplier's failure to obtain insurance coverage.
Supplier will not be relieved from responsibility to provide required insurance by any failure of the City to
demand such coverage, or by City's approval of a policy submitted by Supplier that does not meet the
requirements of this Contract.
F. Risk Manager. All references to the Risk Manager will be deemed to include the Risk Manager's
designee. END OF SECTION
INSURANCE — PAGE 2
Page 18 of 28
Exhibit A
Non -Construction (rev 5.13.20)
1.3 - SCOPE / SPECIAL PROVISIONS / DRAFT CONTRACT
SPECIFICATIONS FOR LIQUID SODIUM HYPOCHLORITE
BACKGROUND: The City of Daytona Beach requires delivery of Sodium Hypochlorite (hereinafter, the
"Product") for use at the City's Ralph Brennan Water Plant historically the City has required delivery of
approximately 15,000 gallons of the Product annually. However, no minimum quantities are guaranteed by
this Contract; and if the City may require more than this quantity. If a Supplier is selected to provide the
Product to the City the Supplier must be able to provide in the quantities ordered by the City.
The City may award contracts for supply of the Product to multiple Suppliers based on the bids submitted
herein.
PRODUCT SPECIFICATIONS: The Product will meet the following general specifications:
1. Product will have a minimum of 120 Grams per Liter (GPL) available chlorine equivalent (a.k.a., 12.0
Trade Percent Available Chlorine) and shall be consistent as determined by chemical analysis.
2. Product will be a clear straw colored liquid with no visible cloudiness, impurities, or sediment. It shall
contain no soluble materials or organic substances in quantities capable of producing deleterious or
injurious effects on the health of those consuming water treated with the liquid sodium hypochlorite.
3. Product will have a minimum of 0.15.12 percent by weight sodium hydroxide and a maximum of 0.40
weight percent sodium hydroxide.
4. Product will have not more than 0.15% insoluble matter by weight.
5. Product will meet the following containment concentration limits: Iron < 0.3 mg/L Copper < 0.03
mg/L Nickel < 0.03 mg/L Chlorate < 2,000 mg/L Bromate < 20 10 mg/L
6. The City reserves the right to have supplied liquid sodium hypochlorite sampled and analyzed by an
independent and certified laboratory.
7. The Supplier will provide a material safety data sheet (MSDS) for the liquid sodium hypochlorite prior to
beginning delivery.
8. Product will meet the requirements of the governing standard, a notice of nonconformance will be
provided by the City to the Supplier within 10 days of the receipt of shipment. The results of a City test
shall prevail. If Liquid sodium hypochlorite does not meet the requirements of the governing standard, the
Supplier shall remove the chemical from City premises and replace it with a like amount of satisfactory
Liquid sodium hypochlorite at no additional expense to the City.
9. The Product packaging will have markings, tags, labels and/or serial numbers as required by the US
DOT.
ORDERING: The City will order the Product in writing by issuance of a City Purchase Order or work
authorization sent to the email address indicated on the Offer package form item 10.
DELIVERY: shall be made within 48 hours of placement of the order via issuance of a City Purchase
Order.
Delivery will be F.O.B. Destination 1 Shady Place Daytona Beach, FL
100 Earl St. Daytona Beach, FL
126 University Blvd Daytona Beach, FL
Page 19 of 28
Exhibit A
3651 LPGA Blvd Daytona Beach, FL
ITB-Commodities (rev 6.16.20)
1. All deliveries will be made between 8:00 AM and 3:00 PM, Monday through Friday, unless approved
otherwise by the City. Suppliers will provide 24 hour notice prior to delivery and unload product at
the delivery site. (There is no loading dock and delivery must be onto the ground.)
2. The Product will be delivered into a 550-gallon storage tank located at 1 Shady Place and/or a 550-gallon
storage tank located at 100 Earl St. and/or a 550-gallon storage tank located at 126 University Blvd and/or
a 36,000-gallon storage tank at the Ralph Brennan Plant located at 3651 LPGA Blvd. All sites are located
in Daytona Beach.
3. Each shipment will be accompanied by a chemical analysis report to show the percent of available
chlorine at the time of delivery.
4. Supplier's driver will demonstrate safe work practices appropriate to the product they are delivering and
are expected to provide their own PPE. They must have the ability to inspect the tank before and after
delivery in order to detect any problems with the tank.
5. The Supplier will clean up any spills resulting from the failure of its or its subcontractor's delivery
equipment or from failure of attendant delivery personnel in the proper performance of their duties. Proper
performance shall require delivery personnel's constant inspection and observation of unloading operations
and knowledgeable response to problems or emergencies, which would most commonly be expected to
occur. City reserves the right to refuse any and all deliveries made with equipment that is poorly maintained
and/or leaking Liquid sodium hypochlorite. The Supplier shall observe the entire filling operation at each
delivery site and shall immediately report any spills caused during the filling operations. The Supplier shall
take immediate and appropriate actions to clean up any spilled Liquid sodium hypochlorite. If the spill is
not cleaned up, City will hire a certified hazardous material handling company to clean up the spill, and the
cost of such service will be charged to the Supplier and deducted from the amount due to the Supplier. If
the City's unloading equipment such as pipe, valves or level indication and alarms should fail and the
spillage is not the fault of the Supplier or its subcontractor, the Supplier shall be relieved of cleanup of the
spill.
6. All shipments of the Product will conform to US Department of Transportation (DOT) regulations for
marking and handling.
7. Supplier's delivery personnel shall be trained about the specific properties and hazards of the product,
and utilize appropriate personal protective equipment (PPE) while at City of Daytona Beach facilities
8. Supplier will be required to give a minimum of two on -site training presentations per year. The
presentation is to cover all material safety data information, safe -handling procedures, and proper usage
of the particular chemical in the work environment as prescribed by the controlling regulatory agency for
the industry.
SUBMITTAL REQUIREMENTS: Suppliers will provide an affidavit of compliance with the requirements of
ANSI/AWWA B300-10 standard with the bid form. Product specifications and/or certificate of analysis, and
a Material Safety Data Sheet will be submitted upon request prior to awarding the Bid.
Page 20 of 28
Exhibit A
iTB-Commodities (rev 6.16.20)
SPECIAL PROVISIONS
SP-1. EFFECTIVE DATE AND TERM. The Effective Date of this Contract is the date on which the last
Party signs it. The successful Supplier(s) shall be awarded a Contract for an initial 1 year, commencing on
the effective date. The City will have the option to renew this Supplier up to 4 Terms of 1 year each, by
providing Supplier written notice. Such notice must be provided at least 60 days before the end of the
current Term, unless waived by Supplier.
SP-2. WORK DIVIDED INTO LOTS. Award of this Offer will be on a lot -by -lot basis to the lowest
Responsive and Responsible Supplier for each individual lot. Supplier will provide a price for each lot being
Offered. If the Supplier elects not to Offer on a particular lot, Supplier must clearly mark "No Offer" on the
lines provided for pricing for that lot.
SP-3. MINIMUM QUALIFICATIONS SUPPLIER
In order to be considered qualified to provide the requested Commodities, the Supplier must have all
required permits, must have an active, permanent, and successful operation for a minimum of three years
prior to the date of submission of Offer, and must otherwise have sufficient organizational capacity,
equipment, and facilities to provide the requested Commodities.
SP-4. WORK AUTHORIZATIONS. This Contract, in and of itself, does not require the Supplier to provide
any Commodities, or require the City to pay for such Commodities. No Commodities will be deemed
ordered, and no obligation will arise to pay for such Commodities, except when specifically authorized by a
written Work Authorization issued in accordance with the City's Procurement policies. The Work
Authorization will generally consist of the Supplier's written, dated quotation, listing the Commodities
offered, including quantities, with reference to the units and prices set forth in the Price Sheet, consistent
with the provisions of this Contract; and the City's Purchase Order accepting such Offer. No Work
Authorization may alter the terms and conditions of this Contract; and any provision of a Work Authorization.
In case of a conflict with a Work Authorization, this Contract will govern.
SP-5. PRICE ESCALATION/DE-ESCALATION (PPI)
The City may allow a price escalation provision within this award. The original Contract prices shall be firm
for the entirety of the initial Contract period. A price escalation/de-escalation will be considered at the time
of Contract renewal and at 12-month intervals thereafter, provided the Supplier notifies the City, in writing,
of the pending price escalation/de-escalation a minimum of sixty (60) days prior to the Contract renewal
date. The base price will be the beginning of the latest period during which the adjustment is requested.
For example, if annual adjustments are permitted under a five year contract, but the Supplier doesn't
request an adjustment until 60 days prior to year 3, the base period would be the beginning of year 2. A
price escalation shall be based on the latest version of the Producer Price Index (PPI) — Final Demand
Index for Goods/Total, as published by the U.S. Department of Labor, Bureau of Labor Statistics. This
information is available at www,bls.gov. The maximum escalation for any period will be 4%.
Price adjustment shall be calculated by the monthly percent change since the beginning of the latest period.
END OF SECTION
Page 21 of 28
Exhibit A
Published questions and answers
Solicitation
T1027 20561-WATER/WASTEWATER CHEMICALS
Lot
Common
Reference
1.2.1.
Published date
29 Jul 2020 ('Wed), 1025 AM
Question
Tanner Industries. Inc. would like to take exception to the below. 2. Liability Insurance, including ti) Commercial General Liability coverage for
operations. independent Suppliers. products -completed operations, broad form property damage. and personal injury on an 'occurrence"
basis insuring Supplier and any other interests, including but not limited to any associated or subsidiary companies involved in the work; and
(ii) Automobile Liability Insurance, which will insure claims for damages because of bodily injury or death of any person or property damage
arising out of the ownership, maintenance or use of any motor vehicle used by the Supplier in the performance of this Contract. Tanner
Industries. Inc. requests to remove the word 'occurrence" from the above section and replace with "claims made form Wth a retroactive date of
1986. Supplier agrees to a three-year reporting option beyond the annual expiration date of policy"
Answer
There will be no exceptions permitted. Bidders must accept terms and conditions as presented.
Reference Published date
1.3.1. 02 Jul 2020 (Thu), 2:59 PM
Question
Please provide the bid tab and current suppliers/cost for the chemical bid?
Answer
Aqua Ammonia = Univar USA = .0832 / lb Liquid CO2 = Airgas USA = .10 / lb Sodium Silicoflouride = Chemrite = $29.50 / 50# bag Liquid
Hypochlorite = Odyssey Mfg. = 68 / gal
Page 22 of 28
Exhibit A
Published questions and answers
Solicitation
T1027 20561-WATEPJWASTEWATER CHEMICALS
Lot
Lot 3 Lot 3: Sodium Hypochlorite
# Reference Published date
4 2.1. 22 Jul 2020 (Wed). 10 29 AM
Question
Can you provide the previous bid tab (who, currently. suppbes this product and at what price) for this product?
Answer
Prices for all chemicals has been answered under the common lot. Liquid Hypocnlorite = Odyssey Mfg. _ .68 i gal
# Reference Published date
3 1.1.1. 14 Jul 2020 (Tue). 1:27 PM
Question
Do you pay with a credit card ?
Answer
With the current data that is available the annual usage is approximately 22,000 gallons.
# Reference Published date
2 1.1.1. 14 Jul 2020 (Tue). 1:27 PM
Question
What is the Quantity per delivery ?
Answer
approximately 750 gallons total between two sites approximately 8 miles apart.
# Reference Published date
1 1.1.1. 14 Jul 2020 (Tue), 1:27 PM
Question
What is your Actual Annual Usage ?
Answer
This is currently being paid buy a purchase order.
Page 23 of 28
Exhibit B
OFFER PACKAGE
TO THE MAYOR AND COMMISSIONERS
THE CITY OF DAYTONA BEACH, A FLORIDA MUNICIPAL CORPORATION
Dear Mayor and Commissioners:
This Bid is submitted by Odyssey Mm factvrim ( MgW
(insert Company's full legal name; include D/BIA if applicable)
Business Address: 1484 Msssaro Blvd., Tampa, Fl. 33619
(include P.D. Box/street address, city, state and zip code)
Business Phone: 813/635-0339 Business Fax: 813/63072589
(include area code) (include area code)
Business Email: �acwring•cm
(leave blank if n/a)
The undersigned, as Supplier or Supplier's authorized representative, hereby declares and affirms
each of the following:
1. That Supplier has had the opportunity to examine the facilities where the Services are to be
performed and is fully informed in regard to all conditions pertaining to the site(s).
2. That Supplier has thoroughly examined the Contract Documents and that Supplier is
sufficiently knowledgeable of the Services to be performed.
3. That, pursuant to and in compliance with the Offer Package, including all Contract
Documents, the Supplier hereby agrees to furnish all labor, materials, and equipment required to
perform the Services/Commodities in strict accordance with the Contract Documents and for the
Unit Prices and/or Lump Sum prices herein for the prices stated on the Price Sheet.
4. That Supplier agrees to indemnify and hold harmless the City any other interests as set forth
in the Contract Documents
>TITLE
OFFER PACKAGE - PAGE 1
Page 24 of 28
Exhibit B
OFFER PACKAGE, coot.
5. If the attached Price Sheet includes extended unit prices, the use of extended unit quantities
will not be construed to be a guarantee that the City will purchase such quantities if a Contract is
awarded; and that, subject to the terms and conditions of the Contract, the Supplier will be entitled
to payment based upon the number if units purchased or Services performed and accepted, as
specified in the Contract Documents,
That Supplier has received the following Addenda (leave blank if inapplicable):
Addendum # Date Addendum # Date Addendum # Date
(list any additional Addenda by number and date): r?Vl f".J ✓, 2ozo
7. That Supplier has completed the information required in this Offer Package truthfully.
8. That the Offer may be accepted by the City's issuance of a Contract to the Supplier. Supplier
will be fully bound by all Contractual terms and conditions set forth herein; provided, however,
that if the Solicitation Documents call for alternative Offers any alternative Offer not specifically
accepted the City in the notice of award will not be a part of the Contract.
That Supplier is (mark the appropriate box and include the additional information, as applicable):
❑ An individual person/sole proprietor
❑x A Florida corporation/ limited liability company
❑ A foreign corporation/limited liability company authorized to do business in Florida*
(specify state of incorporation/formation)
❑ A Florida limited partnership
❑ A foreign limited partnership authorized to do business in Florida*
(specify state of incorporation/formation)
❑ A general partnership (provide partner names on separate, signed sheet of paper)
❑ A joint venture**
❑ Other
>TITLE
OFFER PACKAGE - PAGE 2
(specify, including type of entity)
Page 25 of 28
Exhibit B
OFFER PACKAGE, cont.
* (If Supplier is a foreign corporation or foreign limited liability company, attach proof of registry from State of
Florida)
** (provide on separate signedsheet(s) ofpaper the full legal names ofallpersons/firms comprising the joint venture.
10. That the name, title, mail address, cell phone and email address of the person who will
serve as the Designated Representative of Supplier if the Contract is awarded to Supplier, is as
follows:
■ r II:I J -'n-11111I lo.t\I-tiJ,l
1484 Massaro Blvd., Impa, Fl. 33619
813/335-3444
In signing below, I certify that I am the above -named Supplier or a person duly authorized by
Supplier to bind Supplier to these terms and conditions.
Date signed: 7/29/20 By. �—
Signature)
Printed Name: Patrick ALhnm
Title: Gael
>TITLE
OFFER PACKAGE - PAGE 3
Page 26 of 28
Exhibit B
State of Florida
Department of State
I certify from the records of this office that ODYSSEY MANUFACTURING
CO. is a Delaware corporation authorized to transact business in the State of
Florida, qualified on June 3 0, 1998.
The document number of this corporation is F98000003732.
I further certify that said corporation has paid all fees due this office through
December 31, 2020, that its most recent annual report/uniform business report
was filed on March 17, 2020, and that its status is active.
I further certify that said corporation has not filed a Certificate of Withdrawal.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capita4 this
the Seventeenth day of March,
2020
Tracldng Number: 9171955566CC
To authenticate this certificate,visit the following site,euter this number, and then
follow the instructions displayed.
https://services.sun biz.org/Filings/CerdficatcOiStatus/CertificateAuthentication
I
Page 27 of 28
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EXHIBIT B
ODYSSEY
MANUFACTURING CO.
October 29, 2020
Mr. Nate Litteral
Water Treatment Plant Superintendent
Village of Tequesta
901 North Dixie Highway
Tequesta, Florida 33469
Re: PROPOSAL TO SUPPLY BULK SODIUM HYPOCHLORITE TO THE
VILLAGE OF TEQUESTA UTILITIES DEPARTMENT
Dear Nate,
As a follow-up to your request, the purpose of this letter is to provide the Village of Tequesta a
proposal to continue to use sodium hypochlorite at your Utilities in bulk deliveries for the future. As
you know, our current contract with Clay County expires November 7, 2020 and has no more
renewals. As such, Odyssey is pleased to offer the Village of Tequesta Utilities Department its
Ultrachlor 12.5 Trade Percent sodium hypochlorite for the firm lump sum price of $.65 per gallon
effective November 8, 2020 through September 30, 2021 to your "bulk" tanks at the Village of
Tequesta Water Treatment Plant through a "piggyback" arrangement from the City of Daytona
Beach. This contract has four one-year renewals left on it. The pricing is fixed and not subject to any
escalation or fuel or other surcharges during this period. I have attached a copy of the bid package,
bid, bid tab and contract. Kirk Zimmennan is the point of contact with the City of Daytona Beach @
386-671-8081. Odyssey guarantees deliveries on 48 hours notice. However, in no event, will
Odyssey Manufacturing ever let you run out of bleach for any reason and wi II make emergency
deliveries on a much shorter notice with no minimum delivery required at no additional charge.
Additionally, Odyssey would agree to meet the attached "Product Guarantees" that was incorporated
into our proposal to the City of Daytona Beach.
Odyssey Manufacturing is the largest sodium hypochlorite manufacturer in the southeast and our
sodium hypochlorite currently serves the majority of the water and wastewater plants that use bulk
bleach in Florida. We have also done a significant number of "turn -key" installations and have also
installed storage tanks at many locations and assisted customers with their conversions. As part of its
chemical supply contract, Odyssey agrees to provide unlimited technical assistance at your plants at
no charge including operator training for CEU's. As you are aware, we have provided the Village of
Tequesta with a variety of technical assistance in the past fifteen years including leasing sodium
hypochlorite tanks to Tequesta for one year during a construction project and re -piping most of your
chemical systems.
As we discussed previously, we manufacture only one product, sodium hypochlorite, utilizing a
Kvaerner Chemetics chlor-alkali plant integrated with a Powell Continuous Bleach Plant. We are also
the exclusive distributor for Olin Chemical's "low salt" sodium hypochlorite in Florida. As such, we
offer a unique combination of high quality combined with a very competitive cost structure. We
MANUFACTURERS OF ULI`Lrl.R� CM`QR (800) ODYSSEY
... � :,, _ _ ,. _�r�r�rndr;iwana�nifa�uwlne
make our raw materials (chlorine and caustic) on -site out of salt and demineralized water utilizing a
membrane cell electrolysis process (as does Olin in their process). We have six manufacturing
sources in Florida and this provides a high degree of reliability to our customers.
In addition to the guaranteed pricing, the Village of Tequesta will achieve additional cost savings in
two areas with the Odyssey Ultrachlor. First, Odyssey Ultra Chlor contains virtually no metal
impurities. This lack of metal impurities (primarily nickel and cobalt) means less gassing of the
bleach which is a form of decomposition and translates to a significantly longer half-life (e.g., lower
decomposition rate) on the order of magnitude of 10% to 100%. This factor by itself should decrease
total consumption by approximately 10% or so depending on how long the product is stored prior to
being used thus resulting in cost savings. Additional cost savings will also result from reduced O&M
expenses since you will not have any feeder system pluggages caused by high suspended solids (e.g.,
the black goo on the inside of sodium hypochlorite tanks) or gassing (from metal impurities). Other
benefits include reduced bromate levels (a known carcinogen which is regulated in drinking water)
and reduced perchlorate and chlorate levels (Also considered a carcinogen and the EPA has issued
proposed rulemaking to regulate these substances in drinking water). Another advantage is that
Odyssey never misses a delivery and has made numerous same day emergency deliveries to your
facility to ensure regulatory compliance in the past!
Thank you for your consideration. As you know, sodium hypochlorite is an engineered product and
not a commodity. It is the most essential product used to ensure regulatory compliance in your water
and wastewater treatment plants. We have turned this engineered product into a truly superior service
that not only saves you money in your operations but we have and continue to provide significant
technical support to the Village of Tequesta in its utility operations at no additional charge. We look
forward to the opportunity to continue to serve your sodium hypochlorite needs in the future. Please
do not hesitate to contact me at (813) ODYSSEY or cellular (813) 335-3444 if I can be of further
assistance. Thanks again for your business and continued support.
Sincerely,
c H. Allman
General Manager