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HomeMy WebLinkAboutDocumentation_Regular_Tab 11_10/14/2021Agenda Item #11 0 Regular Council STAFF MEMO Meeting: Regular Council - Oct 14 2021 Staff Contact: Matthew Hammond, Utilities Department: Utilities Director EMW 11 Authorize Piggyback Contract and Purchase Order with Odyssey Manufacturing Company for Purchase of Bulk 12.5% Sodium Hypochlorite The Utilities Department, throughout the year, has a need purchase sodium hypochlorite for use at the water treatment plant. Sodium hypochlorite, commonly known as bleach, is a disinfectant that is a critical part of the water treatment process. The Village's current agreement for the purchase of sodium hypochlorite expires on August 31, 2021. To ensure the lowest possible price, staff is recommending that the Village piggyback the current Bay County Utilities contract with Odyssey Manufacturing. This selection by Bay County Utilities was completed through a competitive selection process — ITB #20-55 — July 14, 2020. Piggyback contracts are a form of intergovernmental cooperative purchasing in which an entity is extended the pricing and terms of a competitively awarded contract by another federal, state or municipal government. When used correctly, piggyback contracts can save Village time and resources and leverage spending through economies of scale. If approved, the Village would accept Odyssey's pricing by piggybacking the Bay County Utilities contract including all terms, conditions and pricing therein. The term of the contract is one (1) year with the option for three (3) additional one-year renewals. The initial term of the piggyback agreement will expire on September 30, 2022. Within the FY 2022 budget, the Village Council approved $248,500.00 for the purchase of chemicals used in the water treatment process. Through the proposed piggyback agreement, the Utilities Department obtained a price of $0.835 per gallon ($0.185 per gallon more than the previous year's pricing). As a result, a purchase requisition is requested in the amount of $63,000.00 with Odyssey Manufacturing to purchase approximately 75,000 gallons of Sodium Hypochlorite throughout the year using the pricing in the proposed piggyback agreement. NOTE: the complete piggy back agreement as well as supporting exhibits can be picked up from the Water Department. BUDGET INFORMATION: BUDGETED AMOUNT: AVAILABLE AMOUNT: EXPENDITURE AMOUNT: $248)500.00 $63Y000 $63)000 Page 85 of 293 Agenda Item #11 0 Additional Budgetary Information: Funding Source(s): Water Enterprise Fund Authorize piggyback contract with Odyssey Manufacturing Company for the purchase of 12.5% sodium hypochlorite and an associated purchase order for $63,000 for Fiscal Year 22. Proposed Piggyback Agreement - Sodium Hypochlorite - Odyssey Manufacturing.ada (Q Page 86 of 293 Agenda Item #11 0 The following documenti*s presented in a non= ADA compliant format. Please contact the Village Clerk's office if you would like to receive an ADA compliant version of this document. Page 87 of 293 Agenda Item #11 0 VILLAGE OF TEQUESTA AGREEMENT FOR PURCHASE OF SODIUM HYPOCHLORITE THIS AGREEMENT FOR PURCHASE OF SODIUM HYPOCHLORITE is entered into and effective this day of October, 2021 ("Effective Date"), by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, 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 Bay County, Florida ("Bay County Contract") awarded through Bay County's ITB No. 20-55. 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". The First Amendment to the Bay County Contract, extending renewing the original contract for an additional one-year term and increasing the original contract price by five percent (5%), is hereby fully incorporated into this Agreement and attached hereto as Exhibit "B". Authorization to piggyback on the Bay County Contract is provided in the Contractor's July 13, 2021 offer letter to the Village, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "C". 2. COMPENSATION: In consideration for the above Scope of Services, pricing for this Agreement shall be set at the firm lump sum unit price of $.835 per gallon, pursuant to the unit pricing provided in the First Amendment to the Bay County Contract, attached hereto as Exhibit am Page 1 of 7 Page 88 of 293 Agenda Item #11 0 3. TERM; TERMINATION; NOTICE: Pursuant to the Bay County Contract, the original contract term expired on September 30, 2021. In accordance with Section 2. of the Bay County Contract and Exhibit "B", the Contractor and Bay County mutually agreed to renew the original contract for an additional one-year period, extending the original contract term to September 30, 2022. Pursuant to Section 25. of the Bay County Contract, this Agreement may be terminated for cause by either party, in whole or in part, provided that the terminating party provide: (a) no less than ten (10) calendar days written notice of intent to terminate; and (b) an opportunity for consultation with the terminating party prior to termination. For purposes of this Agreement, the term "for cause" is defined as "substantial failure by the other party to fulfill its obligations under this [Agreement] through no fault of the terminating party." This Agreement may also be terminated for convenience by the Village, in whole or in part, provided that the Village provides the Contractor: (a) no less than ten (10) calendar days written notice of intent to terminate; and (b) an opportunity for consultation with the Village prior to termination. Notice shall be considered sufficient when sent by certified mail, return receipt requested, 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, Florida 33469 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 required by Exhibit "A", and as may otherwise be deemed sufficient by the Village. The Contractor 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 Page 2 of 7 Page 89 of 293 Agenda Item #11 0 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 2 8 7.13 2-13 3, 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. S. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. 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 $1 M, 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 Page 3 of 7 Page 90 of 293 Agenda Item #11 0 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. 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 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the 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 Page 4 of 7 Page 91 of 293 Agenda Item #11 0 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 attorneys 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 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) 768-06859 OR AT lmcwilliams(&,tequesta.or�, 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 Page 5 of 7 Page 92 of 293 Agenda Item #11 0 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 seven (7) 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. [REST OF PAGE LEFT INTENTIONALLY BLANK] Page 6 of 7 Page 93 of 293 Agenda Item #11 0 WITNESSES: ATTEST: Lori McWilliams, MMC Village Clerk ODYSSEY MANUFACTURING CO. By: Patrick H. Allman, General Manager (Corporate Seal) VILLAGE OF TEQUESTA By: Frank D'Ambra, Mayor (Seal) Page 7 of 7 Page 94 of 293