HomeMy WebLinkAboutDocumentation_Regular_Tab 26_11/9/2023 Agenda Item #26.
Regular Council
STAFF MEMO
Meeting: Regular Council - Nov 09 2023
Staff Contact: Marjorie Craig, Utilities Director Department: Utilities
Consider Approval of Agreement with Odyssey Manufacturing Company Piggybacking a Contract
with Gainesville Regional Utilities to Supply 50% Liquid Sodium Hydroxide
The Utilities Department purchases 50% liquid sodium hydroxide (caustic) to remove hydrogen
sulfide in the aeration towers and to adjust the pH during the water treatment process. Over the last
two years, the chemical has had supply challenges and the cost has more than doubled due to
current world events and conditions.
Our existing supplier, Odyssey Manufacturing Company (OMC) is the only distributor in south Florida
with a caustic storage facility, enabling them to help mitigate some supply fluctuations. Our contract
with Odyssey, awarded at the January 9, 2020, regular council meeting resulting from the Village's
"Notice of Solicitation" for purchase of the chemical (RFQ# UTIL 04-19), has exhausted its renewal
terms.
Odyssey will allow us to piggyback their contract with Gainesville Regional Utilities (GRU) beginning
October 1, 2023, through September 30, 2024, at a unit price of $3.85 per gallon ($1,190 per ton).
The GRU contract is in effect through June 1, 2026, and has one two-year renewal after that date.
Funds will come from the Water Fund, Production Division Account #401-242-552.342 Water
Chemicals.
FY24 BUDGETED CHEMICALS FY24 BUDGET FY24 ENCUMBERED
sodium hypochlorite (bleach) $123,750 $0
hydrogen peroxide $68,600 $0
sodium hydroxide (caustic soda) $103,530 $0
anti-scalant $17,458 $0
sulfuric acid $47,118 $0
anhydrous ammonia $6,715 $0
miscellaneous treatment chemicals $2,000 $0
FY24 TOTAL CHEMICAL BUDGET $369,171 $0
Attached is a new agreement between the Village and Odyssey for sodium hydroxide; Exhibit A,
piggybacking an agreement with Gainesville Regional Utilities; Exhibit B, the pricing sheet; and a
letter that provides signature authority for Odyssey.
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This document and any attachments may be reproduced upon request in an alternative format by
completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-
768-0443.
BUDGET • •
BUDGET AMOUNT $103,530 AMOUNT AVAILABLE EXPENDITURE AMOUNT:
$369,171 $103,530
FUNDING SOURCES: Water Fund 401-242- IS THIS A PIGGYBACK:
552.342 ❑x Yes ❑ N/A
DID YOU OBTAIN 3 QUOTES?
❑x Yes ❑ N/A
QUOTE 1 - BUSINESS NAME N/A QUOTE AMOUNT N/A
QUOTE 2 - BUSINESS NAME N/A QUOTE AMOUNT N/A
QUOTE 3 - BUSINESS NAME N/A QUOTE AMOUNT N/A
COMMENTS/EXPLANATION ON SELECTION Piggyback of a Gainesville Regional Utilities
contract.
The Utilities Department recommends approval of the agenda item.
01) VOT Agreement with Odyssey-for-sodium hydroxide_signature page
02) Exhibit A-GRU Contract-2023-049-A ODYSSEY MANUFACTURING COMPANY - Final - signed
03) Exhibit B - Price Sheet
04) Authority to Sign Ltr-Odyssey-Pat Allman
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Agenda Item #26.
VILLAGE OF TEQUESTA
AGREEMENT FOR THE PURCHASE OF SODIUM HYDROXIDE AS
NEEDED BY THE VILLAGE
THIS AGREEMENT for purchase of sodium hydroxide is entered into and
effective this 9th day of October 2023, 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 CO., a Delaware corporation, authorized to do
business within the State of Florida, with offices located at 1484 Massaro Blvd, Tampa, Florida
33619 , hereinafter"the Contractor", and collectively with the Village, "the Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties,hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide sodium hydroxide as needed by the Village.The Parties agree
to enter into this Agreement and piggyback for sodium hydroxide as described in the City of
Gainesville Contract for Caustic Soda(Sodium Hydroxide 50% Membrane Grade awarded under
City of Gainesville Solicitation 2023-049-A. Said contract, including its terms, conditions,
specifications, and attached exhibits/amendments, are hereby fully incorporated into this
Agreement and attached hereto as Exhibit"A".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the unit prices provided in Exhibit `B". The Parties hereby agree to the
Village's purchase of supplies and/or services in greater or lesser amounts than estimated in the
City of Gainesville Contract for Caustic Soda(Sodium Hydroxide 50%Membrane Grade awarded
under City of Gainesville Solicitation 2023-049-A, as referenced by the proposal in Exhibit "A".
In consideration for the above Scope of Services and pursuant to any Exhibits, if applicable, the
Village shall pay the Contractor at the unit prices as described in Exhibit "B". The goods or
services shall be delivered on a per-order basis in a time, manner, and location acceptable to the
Village the "Performance Date."
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3. CHANGE ORDERS: Seller is aware that price and time are of the essence in this contract
and that prompt and timely performance of all such obligations is strictly required. If conditions
change that would require an increase in price, scope, or time for performance Seller must notify
the Village in writing detailing the conditions that have changed and requesting a change order to
the contract within 30 days prior to the performance date"Change Order Deadline". Change orders
submitted after the change order deadline will not be considered. Seller shall not proceed with any
change to its obligations under a change order request unless documented in a Change Order
executed by both Parties. If Seller requests a change order prior to the change order deadline
Village at its discretion may accept the change order as is or with modifications, deny the change
order, re-advertise and re-solicit providers for the required goods or services or terminate this
contract. If the Village elects to re-advertise and re-solicit the need for goods or services the Village
will have 30 days "Solicitation Period" in which to accept the contemplated change order or
terminate this contract.At any time after execution of this Agreement but prior to Seller's delivery
of the Goods, the Village reserves the right at its discretion to change, modify, revise add, or
remove any part of its order for the Goods as described by this Agreement and any Exhibits, if
applicable. If any such change to the Village's order causes an increase or decrease in the cost of
the Goods or causes a change in the time required for delivery of the Goods,the Village shall make
an equitable adjustment in the contract price, the delivery schedule, or both. Any change to the
Village's order for the Goods and any subsequent equitable adjustment to the terms of this
Agreement shall be effectuated through a written Amendment to this Agreement as executed by
both Parties pursuant to Section 15. of this Agreement.
4. TERM; TERMINATION; NOTICE: Pursuant to the Palm Beach County Pathway&
Minor Construction Continuing Services Contract Project No. 2022063, the original contract term
will expire on June 15t, 2026. Pursuant to the City of Gainesville contract the agreement may be
extended for (1) two-year period upon written mutual agreement of the parties. Beyond the
extension described above the contract may be extended for an additional six months (6) months
upon mutual written consent of the parties to allow for completion of a new agreement between
the parties. This Agreement may be terminated by either party upon 30 days written notice to the
other party. Notice shall be considered sufficient when sent by certified mail or hand-delivered to
the Parties during regular business hours at the following addresses:
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Agenda Item #26.
Village Contractor
Village of Tequesta Odyssey Manufacturing Co.
345 Tequesta Drive 1484 Massaro Blvd., Tampa, FL 33619
Tequesta, FL 33469-0273 Attn: Patrick Allman
Attn: [Department] Pallman@odysseymanufacturing.com
5. INSURANCE: The Contractor shall provide proof of workman's compensation
insurance and liability insurance in such amounts as are specified in Exhibit "A" and shall name
the Village as an "additional insured" on the liability portion of the insurance policy.
6. 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.
7. 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.
8. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreement is not a contract for employment and that no relationship
of employee-employer or principal-agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
9. INSPECTOR GENERAL: Pursuant to Sections 2-4212-432 of the Palm Beach
County Code of Ordinances, 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
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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.
10. E-VERIFY ELIGIBILITY. The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers, and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its sub-consultants an affidavit
stating that the sub-consultant does not employ, contract with, or subcontract with an Unauthorized
Alien, as that term is defined in Section 448.095(1)(k),Florida Statutes, as may be amended. The
Contractor shall maintain a copy of any such affidavit from a sub-consultant for, at a minimum,
the duration of the subcontract and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period. The Village shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
448.09(l), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the
Contractor's subconsultant has knowingly violated Section 448.09(1),Florida Statutes, as may be
amended, the Village shall notify the Contractor to terminate its contract with the sub-consultant
and the Contractor shall immediately tenninate its contract with the sub-consultant. In the event
of such contract termination, the Contractor shall be liable for any additional costs incurred by the
Village as a result of the termination.
11. SCRUTINIZED COMPANIES: For Contracts under $1M, 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
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Agenda Item #26.
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1M, 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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
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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
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
lmmilliamskteguesta.or , OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
17. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
18. SEVERABILITY: The invalidity or unenforceability of any provision of this
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Agenda Item #26.
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.
19. 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.
20. ENTIRE AGREEMENT: This eight 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 the event of a conflict between this and any other document,
this document shall prevail.
22. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf
of either Party warrants that he or she has the full legal power to execute this agreement on behalf
of the Party for whom he or she is signing and bind and obligate such party with respect to all
provisions contained in this agreement.
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Agenda Item #26.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES: ODYSSEY MANUFACTURING CO.
"�Ow
By:
Name: �(Ylr�vtu c�V`�CC-1
Title: "mwA
(Corporate Seal)
VILLAGE OF TEQUESTA
By: Molly Young, Mayor
ATTEST:
(Seal)
Lori McWilliams, MMC
Village Clerk
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Agenda Item #26.
City of Gainesville, Florida
Odyssey Manufacturing Company
Contract 2023-049-A
CONTRACT BETWEEN THE CITY OF GAINESVILLE, d/b/a
GAINESVILLE REGIONAL UTILITIES,AND ODYSSEY MANUFACTURING COMPANY
FOR
CAUSTIC SODA (SODIUM HYDROXIDE 50% MEMBRANE GRADE)
THIS CONTRACT is made and entered into this 1st day of June, 2023, ("Effective Date") by and
between the CITY OF GAINESVILLE, a Florida municipal corporation d/b/a GAINESVILLE REGIONAL
UTILITIES ("GRU"), with offices located at 301 S.E. 41"Avenue, Gainesville, Florida 32601 and
ODYSSEY MANUFACTURING COMPANY("CONTRACTOR"), a Delaware corporation, with its
principal place of business at 1484 Massaro Blvd, Tampa, Florida 33619, individually referred to as
"Party" or collectively as "Parties".
WHEREAS, GRU requires bulk Caustic Soda (Sodium Hydroxide 50% Membrane Grade); and
WHEREAS, GRU issued a Solicitation on March 30, 2023, for Caustic Soda (Sodium Hydroxide
50% Membrane Grade); and
WHEREAS, CONTRACTOR submitted a Response dated May 3, 2023, to provide bulk Caustic
Soda (Sodium Hydroxide 50% Membrane Grade); and
WHEREAS, GRU desires to enter into a Contract for the services described herein.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties agree to the
following:
1. CONTRACTOR shall provide bulk Caustic Soda (Sodium Hydroxide 50% Membrane
Grade) as detailed in the Technical Specifications (Attachment 3) in accordance with the
General Terms and Conditions (Attachment 1) and Supplemental Conditions
(Attachment 2).
2. GRU shall pay to CONTRACTOR for the faithful performance of this Contract according
to the pricing schedule attached hereto (Attachment 4). Adjustments to price may be
requested by the CONTRACTOR at least sixty(60)calendar days prior to the
anniversary date of this Contract each year. Any negotiated price changes shall become
effective on the anniversary date of that calendar year. CONTRACTOR shall provide
documentation for any such price increase and the price increase shall not exceed the
Producer's Price Index (PPI)for the product during the previous twelve calendar months
as published by the U.S. Department of Labor, Bureau of Labor Statistics.
TERM OF AGREEMENT.
1. The term of this Contract shall commence on the effective date and terminate on June 1,
2026.
2. This Contract may be extended for one (1)two (2)year period upon mutual agreement of
the Parties.
3. Beyond the extensions described above, this Contract may be extended for an additional
six(6) months to allow for completion of a new agreement between the Parties.
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Agenda Item #26.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date first above written.
CITY OF GAINESVILLE d/b/a
ODYSSEY MANUFACTURING COMPANY GAINESVILLE REGIONAL UTILITIES
� 9$
75r"Wu 258-L4r
23
BY: Patrick All man(May 31,2 15:10 EDT) BY: Dino De Leo(May 31,202313:38 EDT)
Patrick Allman Dino De Leo
General Manager Energy Supply Officer
Approved as to form and legality:
EIGU?Ga Lhy-isfOK
Bianca Lherisson(May31,202312:38 EDT)
Bianca Lherisson
Assistant City Attorney 11
Procurement Representative:
a.
Michael Benefield
Procurement Specialist III
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Agenda Item #26.
ATTACHMENT 1
GENERAL TERMS AND CONDITIONS
1.0 DEFINITIONS.
• Agreement: A written Contract between two or more Parties. "Contract" and "Agreement"
are_synonymous.
• Deliverable: The completion of a milestone or the accomplishment of a task associated
with the Work.
• Free on Board (FOB) Destination: The SUPPLIER is responsible for delivery of materials
to a specified delivery point. The risks of loss are borne by the seller or consignee. Title
passes when delivery is received by the buyer at destination. Seller has total
responsibility until shipment is delivered.
• Specification: A description of the physical or functional characteristics of goods or
services as defined in the Solicitation.
• Work: Activity involving effort done in order to achieve a purpose or result requested in
the scope.
2.0 COMPLIANCE WITH REFERENCED SPECIFICATIONS.
All Work, materials, systems, or operations specified by reference to standard trade or
manufacturer's published specifications shall comply with the requirements, except as modified by
this Contract. The specifications used must be the latest published edition that is in effect on the
effective date of this Contract unless a particular edition is specified. In the event of a conflict, the
specifications that contain the more stringent requirements will govern.
3.0 CHANGE ORDERS.
GRU shall pay SUPPLIER for the Work at the price[s]stated in this Contract. No additional payment
will be made to SUPPLIER except for additional Work or materials stated on a valid change order,
and issued by GRU prior to the performance of the added Work or delivery of additional materials. A
change order may be issued without invalidating the Contract, if(1)made in writing, (2)signed by the
authorized representative(s), and (3)accepted by SUPPLIER. Such change shall include the
following: change orders that constitute changes(1)the general scope of Work, (2)the schedule, (3)
administrative procedures not affecting the conditions of the Contract, or(4)the Contract price.
4.0 NOTICES.
Notices to SUPPLIER shall be deemed to have been properly sent when electronically or physically
delivered to SUPPLIER. Notices to GRU are deemed to have been properly sent when delivered to
Utilities Purchasing, 301 SE 4th Avenue, Gainesville, Florida 32601 or e-mailed to
purchasing(@gru.com and GRU acknowledges receipt of the email.
5.0 PAYMENT.
5.1 Invoicing.
SUPPLIER is responsible for invoicing GRU for Work performed pursuant to this Contract.
Itemized invoices shall include the following information (if applicable): Contract number,
Purchase Order number, item number,job number, description of supplies or services,
quantities, unit prices,Work location, GRU Project Representative,job start date,job
completion date or other pertinent information. Itemized invoice(s) must be mailed to
Gainesville Regional Utilities,Accounts Payable, P.O. Box 147118, Station A-27,
Gainesville, FL 32164-7118 or faxed to 352-334-2964 or e-mailed to
accountspayable(a�gru.com.
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Agenda Item #26.
5.2 Receipting Report for Delivery of Chemicals.
An itemized receipting report must be to the plant representative prior to invoicing, and must
include the number of gallons and unit cost and listed by product name. Receipting reports
shall be used by the Project Representative to verify chemicals received. Bill of lading is
required for receipting purposes. The Bill of lading is not considered a receipting report. To
receive payment in a timely manner, loads must be summarized into a report and received
by GRU.
5.3 Payment Terms.
Unless otherwise agreed upon in writing, GRU's payment terms are net thirty(30)days from
receipt of correct invoice. SUPPLIER shall not submit more than one(1) invoice per
thirty-day period. Any delay in receiving invoices, or error and omissions,will be considered
just cause for delaying or withholding payment. Invoices for partially completed Work may be
allowed with GRU's prior approval. All partial invoices must be clearly identified as such on
the invoice.Any charges or fees will be governed by current Florida Statutes.
5.4 Lien Release.
Before the final acceptance of the Work and payment by GRU, SUPPLIER shall furnish to
GRU an affidavit and final waiver that all claims for labor and materials employed or used in
the construction of said Work have been settled and no legal claim can be filed against GRU
for such labor and materials. If such evidence is not furnished to GRU, such amounts as
may be necessary to meet the unsatisfied claims may be retained from monies due to
SUPPLIER under this Contract until the liability has been discharged.
5.5 Final Payment/Acceptance.
The acceptance by SUPPLIER of final payment due on termination of the Contract shall
constitute a full and complete release of GRU from any and all claims, demands and causes
of action whatsoever which SUPPLIER, its successors or assigns have or may have against
GRU under the provisions of this Contract.
6.0 COMPLIANCE WITH LAWS AND REGULATIONS.
All City, County, State and Federal laws, regulations and/or ordinances shall be strictly observed.
SUPPLIER is responsible for taking all precautions necessary to protect life and property.
7.0 GOVERNING LAW,VENUE, ATTORNEY'S FEES, AND WAIVER OF RIGHT TO JURY TRIAL.
This Contract shall be construed pursuant to the laws of Florida and may not be construed more
strictly against one party than against the other. In the event of any legal proceedings arising from or
related to this Contract: (1)venue for any state or federal legal proceedings shall be in Alachua
County Florida; (2)each Party shall bear its own attorneys'fees except to the extent that SUPPLIER
agrees to indemnify GRU as described below in Section 2.0 Supplemental Conditions, including any
appeals; and (3)for civil proceedings, the Parties hereby waive the right to jury trial.
8.0 E-VERIFY
The Contractor shall (1) utilize the U.S. Department of Homeland Security's E-Verify system to verify
the employment eligibility of all new employees hired by the Contractor during the term of the
contract; and (2)shall expressly require any subcontractors performing work or providing services
pursuant to the contract to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired by the subcontractor during the
contract term.Alternatively, Contractor shall provide proof that one of the exceptions to the E-Verify
federal contractor rule applies.
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Agenda Item #26.
9.0 SOVEREIGN IMMUNITY.
Nothing in this Contract shall be interpreted as a waiver of GRU's sovereign immunity as granted
pursuant to Section 768.28 Florida Statutes.
10.0 SEVERABILITY.
If any provision of this Contract is declared by a court to be illegal or in conflict with any law, the
validity of the remaining terms and provisions shall not be affected; and the rights and obligations
of the Parties shall be construed and enforced as if this Contract did not contain the particular
provision held to be invalid.
11.0 ASSIGNMENT.
GRU or SUPPLIER shall not assign, in whole or in part, any right or obligation pursuant to this
Contract,without the prior written consent of the other Party.
12.0 AUDIT OF RECORDS.
SUPPLIER shall maintain records sufficient to document completion of the scope of services
pursuant to this contract. At all reasonable times, these records shall be made available to
review, inspect, copy and audit by persons duly authorized by GRU. These records shall be kept
for a minimum of three (3)years after termination of this Contract. Records that relate to any
litigation, appeals or settlement of claim arising pursuant to the performance of this Contract shall
be made available until a final disposition has been made of such litigation, appeal, or claim.
13.0 NONEXCLUSIVE REMEDIES.
Except as expressly set forth in this Contract, the exercise by either Party of any of its remedies
under this Contract shall be without prejudice to its other remedies under this Contract or
otherwise.
14.0 ADVERTISING.
SUPPLIER shall not publicly disseminate any information concerning the Contract without prior
written approval from GRU, including but not limited to, mentioning the Contract in a press
release or other promotional material, identifying GRU or the City as a reference, or otherwise
linking SUPPLIER's name and either a description of the Contract or the name of the City or GRU
in any material published, either in print or electronically, to any entity that is not a party to
Contract, except potential or actual authorized distributors, dealers, resellers, or service
representative.
15.0 MODIFICATION OF TERMS.
This Contract constitutes the entire agreement between the Parties. No oral agreements or
representations shall be valid or binding upon GRU or SUPPLIER. No alteration or modification of
this Contract, including substitution of product, shall be valid or binding unless authorized by
GRU. SUPPLIER may not unilaterally modify the terms of this Contract by affixing additional
terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms,
product literature, "shrink wrap"terms accompanying or affixed to a product, whether written or
electronic)or by incorporating such terms onto SUPPLIER's order or fiscal forms or any other
documents forwarded by SUPPLIER for payment.An acceptance of product or processing of
documentation on forms furnished by SUPPLIER for approval or payment shall not constitute
acceptance of the proposed modification to terms and conditions.
Page 601 of 702
Agenda Item #26.
16.0 WAIVER.
Any delay or failure by GRU to exercise or enforce any of its rights pursuant to this Contract shall
not constitute or be deemed a waiver of GRU's right thereafter to enforce those rights, nor will
any single or partial exercise of any such right preclude any other or further exercise thereof or
the exercise of any other right.
17.0 DISCLOSURE AND CONFIDENTIALITY.
Florida's Public Records Law, Chapter 119, Florida Statutes, includes numerous exemptions to the
general requirement to disclose information to the public in response to a public record's request.
Exemptions are found in various provisions of the Florida Statutes, including but not limited to
Section 119.071, Florida Statutes (General exemptions from inspection or copying of public records),
and Section 119.0713, Florida Statutes(Local government agency exemptions from inspection or
copying of public records). Section 815.045, Florida Statutes(Trade secret information), provides
that trade secret information as defined in Section 812.081, Florida Statutes (Trade secrets; theft,
embezzlement; unlawful copying; definitions; penalty) is confidential and exempt from disclosure
because it is a felony to disclose such records.The Parties understand and agree that Florida's
Public Records Law is very broad and that documents claimed by a Party to be confidential and
exempt from public disclosure pursuant to the Public Records Law may in fact not be deemed such
by a court of law. Accordingly, the following provisions shall apply:
17.1 Identifying Trade Secret or Otherwise Confidential and Exempt Information.
For any records or portions thereof that Contractor claims to be Trade Secret or
otherwise confidential and exempt from public disclosure under the Public Records Law,
Contractor shall:
a. Specifically identify the records or specific portions thereof that are confidential and
exempt and reference the particular Florida Statute that grants such status. Provide
one redacted copy of the record and one copy of the record with the confidential and
exempt information highlighted. Contractor shall take care to redact only the
confidential and exempt information within a record.
b. Provide an affidavit or similar type of evidence that describes and supports the basis
for Contractor's claim that the information is confidential and exempt from public
disclosure.
17.2 Request for Trade Secret or Otherwise Confidential and Exempt Information.
a. In the event GRU receives a public records request for a record with information
labeled by Contractor as Trade Secret or otherwise as confidential and exempt, GRU
will provide the public record requester with the redacted copy of the record and will
notify Contractor of the public records request.
b. However and notwithstanding the above, in the event that GRU in its sole discretion
finds no basis for Contractor's claim that certain information is Trade Secret or
otherwise confidential and exempt under Florida's Public Records Law, then GRU
shall notify Contractor in writing of such conclusion and provide Contractor a
reasonable amount of time to file for declaratory action requesting a court of law to
deem the requested information as Trade Secret or otherwise as confidential and
exempt under Florida's Public Records Law. If Contractor fails to file for declaratory
action within the reasonable amount of time provided, then GRU will disclose the
information requested.
c. If a public records lawsuit is filed against GRU requesting public disclosure of the
information labeled by Contractor as Trade Secret or otherwise as confidential and
exempt, GRU shall notify Contractor and Contractor shall intervene in the lawsuit to
defend the nondisclosure of such information under Florida's Public Records Law.
d. Contractor hereby indemnifies and holds GRU, its officers and employees harmless
from any and all liabilities, damages, losses, and costs of any kind and nature,
including but not limited to attorney's fees, that arise from or are in any way
Page 602 of 702
Agenda Item #26.
connected with Contractor's claim that any information it provided to GRU is Trade
Secret or otherwise confidential and exempt from public disclosure under Florida's
Public Records Law.
17.3 "Work Product" may include creative work which may lead to programs, intellectual
properties, computer software, computer programs, codes, text, hypertext, designs,
and/or any other work products associated with or arising directly out of the
performance of the Work.
18.0 PUBLIC RECORDS.
If Contractor is either a "contractor' as defined in Section 119.0701(1)(a), Florida Statutes, or an
"agency" as defined in Section 119.011(2), Florida Statutes, Contractor shall:
18.1 Keep and maintain public records, as defined in Section 119.011(12) of the Florida
Statutes, required by GRU to perform the service.
18.2 Upon request from GRU's custodian of public records, provide the public agency with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
18.3 Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to GRU.
18.4 Upon completion of the contract, transfer, at no cost, to GRU all public records in
possession of the contractor or keep and maintain public records required by GRU to
perform the service. If the contractor transfers all public records to GRU upon completion
of the contract, 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 contract, the contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to GRU, upon request from GRU's custodian of public
records, in a format that is compatible with the information technology systems of GRU.
18.5 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS
TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
GRU CUSTODIAN OF PUBLIC RECORDS AT (352) 393-1240,
PURCHASING@GRU.COM, OR 301 SE 4TH AVENUE,
GAINESVILLE FL 32601 .
19.0 SALES TAX.
Respondent's pricing shall include applicable taxes on items purchased or manufactured by
Respondent for the project. GRU is exempt from Florida sales taxes for certain purchases.A
"Consumer's Certificate of Exemption" is available at www.gru.com .
Page 603 of 702
Agenda Item #26.
20.0 NON-DISCRIMINATION.
Contractor shall not discriminate on the basis of race, color, religion, gender, national origin, marital
status, sexual orientation, age, disability or gender identity, or other unlawful forms of discrimination
in the performance of this Contract. Contractor understands and agrees that a violation of this
clause shall be considered a material breach of this Contract and may result in termination of the
Contract. This clause is not enforceable by or for the benefit of, and creates no obligation to, any
third party.
[Remainder of page intentionally left blank]
Page 604 of 702
Agenda Item #26.
ATTACHMENT 2
SUPPLEMENTAL CONDITIONS
These Supplemental Conditions amend or supplement the Solicitation/Contract as indicated below.All
provisions which are not so amended or supplemented remain in full force and effect, except that the
Technical Specifications, if any, shall govern if any conflict arises between such sections and these
Special Conditions.
1.0 CONDUCT OF THE WORK.
SUPPLIER shall be considered an independent SUPPLIER and as such shall not be entitled to any
right or benefit to which GRU employees are or may be entitled to by reason of employment. Except
as specifically noted in this Contract, SUPPLIER shall be solely responsible for the means, methods,
techniques, sequences, and procedures utilized by SUPPLIER in the performance of this Contract.
SUPPLIER will assign only competent and skilled workers to perform the Work.All of SUPPLIER's
personnel or subcontractors engaged in any of the Work performed pursuant to this Contract are
under SUPPLIER's sole direction, supervision and control at all times and in all places. SUPPLIER's
employees must be as clean and in good appearance as the job conditions permit, conducting
themselves in an industrious and professional manner. SUPPLIER and its employees cannot
represent, act, or be deemed to be an agent or employee of GRU.
2.0 INDEMNIFICATION.
2.1 SUPPLIER shall be fully liable for the actions of its agents, employees, partners, or
subcontractors and fully indemnifies, defends, and holds harmless the City of Gainesville,
GRU, its elected officials, its officers, agents, and employees, from any such suits,
actions, damages, and/or costs of every name and description, including attorneys'fees,
arising from or relating to personal injury and damage to real or personal tangible
property alleged to be caused in whole or in part by SUPPLIER, its agents, employees,
partners, or subcontractors.
2.2 Further, SUPPLIER shall fully indemnify, defend, and hold harmless the City of
Gainesville and/or GRU from any suits, actions, damages, and costs of every name and
description, including attorneys' fees, arising from or relating to violation or infringement
of a trademark, copyright, patent, trade secret or intellectual property right, provided,
however, that the foregoing obligation will not apply to GRU's misuse or modification or
SUPPLIER's products or GRU's operation or use of SUPPLIER's products in a manner
not contemplated by the Contract or the purchase order. If any product is the subject of
an infringement suit or in SUPPLIER's opinion is likely to become the subject of such a
suit, SUPPLIER may at its sole expense procure for GRU the right to continue using the
product or to modify it to become non-infringing. If SUPPLIER is not reasonably able to
modify or otherwise secure GRU the right to continue using the product, SUPPLIER shall
remove the product and refund GRU the amounts paid in excess of a reasonable rental
for past use. GRU shall not be liable for any royalties if applicable.
2.3 SUPPLIER's obligations under the preceding two paragraphs with respect to any legal
action are contingent upon GRU giving SUPPLIER(1)written notice of any action or
threatened action, (2) defending the action at SUPPLIER's sole expense. SUPPLIER
shall not be liable for any costs or expenses incurred or made by GRU in any legal action
without SUPPLIER's prior written consent, which will not be unreasonably withheld.
2.4 The provisions of this section shall survive the termination or expiration of this Contract.
Page 605 of 702
Agenda Item #26.
3.0 DISPUTES.
If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute
cannot be settled through negotiation, either party may, by giving written notice, refer the dispute
to a meeting of appropriate higher management, to be held within 20 business days after giving of
notice. If the dispute is not resolved within 30 business days after giving notice, or such later date
as may be mutually agreed, the Parties will submit the dispute to a mediator. The Parties shall
mutually agree to the mediator and the costs of the mediator will be born equally by both parties.
The venue for mediation and any subsequent litigation shall be in Alachua County, Florida.
4.0 DELAY.
Notwithstanding the completion schedule, GRU has the right to delay performance for up to three
(3)consecutive months as necessary or desirable and such delay will not be deemed a breach of
Contract, but the performance schedule will be extended for a period equivalent to the time lost
by reason of GRU's delay. Such extension of time will be SUPPLIER's sole and exclusive remedy
for such delay.
If the project is stopped or delayed for more than three (3) consecutive months and GRU or
SUPPLIER elects to terminate the Contract because of such delay, or if such stoppage or delay is
due to actions taken by GRU within its control, then SUPPLIER's sole and exclusive remedy
under the Contract will be reimbursement for costs reasonably expended in preparation for or in
performance of the Contract. None of the aforementioned costs will be interpreted to include
home office overhead expenses or other expenses not directly attributable to performance of the
Contact. SUPPLIER is not entitled to make any other claim, whether in breach of Contract or in
tort for damages resulting in such delay.
5.0 DEFAULT.
If SUPPLIER should be adjudged as bankrupt, or make a general assignment for the benefit of its
creditor(s), or if a receiver should be appointed for SUPPLIER, or if there is persistent or repeated
refusal or failure to supply sufficient properly skilled workforce or proper materials, or if
SUPPLIER should refuse or fail to make payment to persons supplying labor or materials for the
Work pursuant to this Contract, or persistently disregards instructions of GRU, or fails to observe
or perform or is guilty of a substantial violation of any provision of the Contract documents, then
GRU, after serving at least ten (10)calendar days prior written notice to SUPPLIER of its intent to
terminate and such default should continue un-remedied for a period of ten (10) calendar days,
may terminate the Contract without prejudice to any other rights or remedies and take possession
of the Work; and GRU may take possession of and utilize in completing the Work such materials,
appliances, equipment as may be on the site of the Work and necessary therefore. SUPPLIER
will be liable to GRU for any damages resulting from such default.
6.0 TERMINATION.
6.1 Termination for Convenience.
GRU may, by providing thirty 30 calendar days written notice to SUPPLIER, terminate this
Contract, or any part thereof,for any or no reason,for GRU's convenience and without
cause. After the termination date, SUPPLIER shall stop all Work and cause its suppliers
and/or subcontractors to stop all Work in connection with this Contract. If GRU terminates for
convenience, GRU shall pay SUPPLIER for goods and services accepted as of the date of
termination, and for SUPPLIER's actual and reasonable, out of pocket costs incurred directly
as a result of such termination. GRU is not responsible for Work performed after the
effective termination date of this contract.
Page 606 of 702
Agenda Item #26.
6.2 Termination for Cause(Cancellation).
GRU may terminate this Contract for cause if SUPPLIER materially breaches this
Contract by:
(a) refusing, failing or being unable to properly manage or perform;
(b) refusing, failing or being unable to perform the Work pursuant to this Contract
with sufficient numbers of workers, properly skilled workers, proper materials to
maintain applicable schedules;
(c) refusing, failing or being unable to make prompt payment to subcontractors or
suppliers;
(d) disregarding laws, ordinances, rules, regulations or orders of any public authority
or quasi-public authority having jurisdiction over the Project;
(e) refusing, failing or being unable to substantially perform pursuant to the terms of
this Contract as determined by GRU, or as otherwise defined elsewhere herein;
and/or
(f) refusing, failing or being unable to substantially perform in accordance with the
terms of any other agreement between GRU and SUPPLIER.
6.3 Funding out Clause.
If funds for this Contract are no longer available, GRU reserves the right to terminate this
Contract without cause by providing SUPPLIER with thirty(30)calendar day's written notice
to SUPPLIER.
7.0 FORCE MAJEURE.
No Party to this Contract shall be liable for any default or delay in the performance of its
obligations under this Contract due to an act of God or other event to the extent that: (a)the non-
performing Party is without fault in causing such default or delay; and (b)such default or delay
could not have been prevented by reasonable precautions. Such causes include, but are not
limited to: acts of civil or military authority (including but not limited to courts of administrative
agencies); acts of God; war; terrorist attacks; riot; insurrection; inability of GRU to secure
approval; validation or sale of bonds; inability of GRU or Supplier to obtain any required permits,
licenses or zoning; blockades; embargoes; sabotage; epidemics; fires; hurricanes, tornados,
floods; or strikes.
In the event of any delay resulting from such causes, the time for performance of each of the
Parties hereunder(including the payment of invoices if such event actually prevents payment)
shall be extended for a period of time reasonably necessary to overcome the effect of such delay.
Any negotiated delivery dates established during or after a Force Majeure event will always be
discussed and negotiated if additional delays are expected.
In the event of any delay or nonperformance resulting from such cause, the Party affected will
promptly notify the other Party in writing of the nature, cause, date of commencement, and the
anticipated impact of such delay or nonperformance. Such written notice, including change
orders, will indicate the extent, if any, to which is anticipated that any delivery or completion date
will be affected.
8.0 LIMITATION OF GRU'S LIABILITY.
To the fullest extent permitted by law, GRU shall not be liable to SUPPLIER for any incidental,
consequential, punitive, exemplary or indirect damages, lost profits, revenue or other business
interruption damages, including but not limited to, loss of use of equipment or facility.
Page 607 of 702
Agenda Item #26.
9.0 AUTHORIZED REPRESENTATIVES.
9.1 The Purchasing Representative for this Contract is Michael Benefield. Questions
regarding this Solicitation and the administration of the resulting Contract shall be
directed to Michael Benefield at 352-393-1252 or benefieldma@gru.com.
10.0 WORK HOURS.
GRU normal business hours are Monday through Friday 7:00 AM to 4:00 PM. SUPPLIER may
perform the Work outside business hours only with prior approval from the Authorized
Representative or designee.
11.0 DELIVERY.
All materials and equipment shall be delivered F.O.B. Destination, freight included.
12.0 INSURANCE.
SUPPLIER shall meet the minimum insurance requirements at all times as required by law and
GRU. SUPPLIER shall notify GRU of any changes in coverage within seven (7) business days of
knowledge of such change taking effect. Failure to maintain minimum coverage may result in
breach of Contract. SUPPLIER shall procure and maintain insurance with coverage amounts as
required. SUPPLIER must furnish GRU a certificate of insurance in a form acceptable to GRU for
the insurance required with endorsement naming GRU as additional insured.
13.0 MINIMUM INSURANCE AMOUNTS REQUIRED.
Insurance is required in the amounts set forth below:
Commercial General Liability $1,000,000 limit for bodily injury and property
damage
Automobile Liability $1,000,000 combined single limit for bodily injury
and property damage
Worker's Compensation:
(a) State Statutory
(b) Applicable Federal Statutory
(c) Employer's Liability $500,000 per Accident
$500,000 Disease, Policy Limit
$500,000 Disease, Each Employee
Excess Liability $1,000,000
Page 608 of 702
Agenda Item #26.
14.0 WARRANTY/GUARANTEE.
14.1 SUPPLIER warrants and guarantees to GRU that all materials will be new unless
otherwise specified and that all Work will be of a quality free from defects and in
accordance with the Specifications. SUPPLIER agrees to remedy promptly, and without
cost to GRU, any defective materials or workmanship which appear within the stated
warranty period. No provision contained in the Specifications shall be interpreted to limit
SUPPLIER's liability for defects.
14.2 No provision contained in the Specifications shall be interpreted to limit the terms and
conditions of the manufacturer's warranty and SUPPLIER will secure parts, materials and
equipment to be installed with manufacturer's full warranty as to parts and service
wherever possible. SUPPLIER must indicate if any warranty is being provided by either
SUPPLIER or a manufacturer and if any such warranty is being provided, such warranty
will be stated. When the manufacturer warrants the equipment or materials being
supplied, SUPPLIER must provide such warranty to GRU or must state as a Clarification
and Exception the reason SUPPLIER is not able to provide such warranty.
14.3 All labor shall be warranted for a minimum of one year. For materials, the Manufacturer's
warranty applies.
15.0 SAFETY AND SECURITY.
Each location has unique safety and security procedures and guidelines that must be followed.
Acceptance of a project or work assignment in a particular location will be an acceptance of the
safety and security requirements for that location. GRU will provide the safety and security
requirements along with the scope of work requested.
15.1 Confinement to Work Area/Parking.
SUPPLIER's employees shall stay in the designated work area to the maximum extent
possible and shall not traverse other areas of GRU's site except for travel to and from
sanitary facilities or designated parking areas. SUPPLIER and its employees shall park
personal vehicles and equipment in areas designated by GRU.
15.2 Personal Protection Equipment requirements during a Pandemic, Epidemic,
Sporadic, Endemic or Outbreaks event.
The SUPPLIER shall supply all safety and personal protective equipment(PPE) required
to complete the scope of the contracted work(or as stated in the Contract). Equipment
supplied by the SUPPLIER must meet or exceed all GRU requirements and the
requirements of the appropriate governmental regulatory agency
It is the sole responsibility of the contractor to supply and train all workers with
reasonably anticipated occupational potential exposure to any work place hazards.
This training includes when to use PPE; what PPE is necessary; how to properly put on,
use, and take off PPE; how to properly dispose of or disinfect, inspect for damage, and
maintain PPE; and the limitations of PPE.
Protocols should be in place to prevent or reduce the likelihood of exposure and be in
compliance with operating site PPE requirements. Local, state, and federal mandates
must be followed.
Page 609 of 702
Agenda Item #26.
16.0 LIVING WAGE ORDINANCE.
The Living Wage Ordinance applies to this Solicitation or Contract. The ordinance can be found
at SZCC0920121115421 (cityofgainesville.org)
The definitions, terms and conditions of the city's living wage requirements set forth in Division 2
of Article IX of Chapter 2 of the City's Code of Ordinances shall apply to this agreement. These
requirements include that the service contractor/subcontractor: shall pay a living wage to each
covered employee during the term of this agreement, including any extension(s)to this
agreement; shall maintain records sufficient to demonstrate compliance with the living wage
requirements; shall not discharge, reduce the compensation of, or otherwise retaliate against any
covered employee for filing a complaint, participating in any proceedings or otherwise asserting
the requirement to pay a living wage; shall cooperate with any city audit or investigation
concerning compliance with or a reported violation of the living wage requirements, including
providing all requested documentation. Failure to comply with the City's living wage requirements
shall be a material breach of this agreement, enforceable by the city through all rights and
remedies at law and equity. (Effective 313112021)
17.0 ORDER OF PRECEDENCE.
In the event that there is any conflict between the terms and conditions,the order of precedence
shall be as follows:
a. Any modification to this Contract
b. Contract
c. GRU Technical Specifications
d. GRU Supplemental Conditions
e. GRU General Conditions
f. GRU Instructions
g. SUPPLIER Response
Page 610 of 702
Agenda Item #26.
ATTACHMENT 3
TECHNICAL SPECIFICATIONS/STATEMENTOF WORK
1.0 SCOPE
Gainesville Regional Utilities (GRU) requires Membrane Grade Sodium Hydroxide 50% (Caustic
Soda). The Contractor shall deliver as requested on a scheduled or as needed basis.
GRU requires that the minimum acceptable delivery be no more than 1500 gallons. Max volume
delivery at Deerhaven Generating Station (DH) is 1500gal; max volume delivery at Deerhaven
Renewable (DHR) is 2500gal.
2.0 DELIVERY
2.1 Plant site representatives shall make arrangements for delivery, quantities to be
delivered, and location of delivery, as required.
2.2 Delivery shall be on an as-needed basis to the following listed facilities:
Deerhaven Generating Station (DH)
10001 NW 13t" St.
Gainesville, FL 32653
(1)2000 gallon bulk tank
Deerhaven Renewable (DHR)
11201 NW 131" Street
Gainesville, FL 32653
(1)3050 gallon bulk tank
2.3 Order confirmation and delivery notification method(s) shall be as directed and authorized
by GRU representative. These notification methods may include a combination of phone,
e-mail or text.
2.4 Notification of chemical delivery order(confirm order received)from Contractor shall be by
e-mail only,must be completed by Close of Business(COB)on the day the order is placed
and shall provide estimated delivery time and date. GRU representative may endeavor to
provide more than three (3) calendar days delivery notice (alternate delivery dates), and
the order confirmation e-mail from Contractor shall document this scheduled delivery date.
2.5 Normal delivery:
2.5.1 Delivery shall be 3 calendar days from receipt of order counting the day ordered if
order placed before noon, or unless otherwise directed and authorized by a GRU
Representative
2.5.2 Notification to GRU representative of estimated delivery time must be completed
24 hours prior to delivery
2.5.3 Typical delivery shall be completed Monday through Friday, excluding holidays,
unless otherwise directed and authorized by a GRU Representative. Delivery times
are Monday through Friday from 7 AM to 4 PM.
Page 611 of 702
Agenda Item #26.
2.5.4 Emergency delivery shall be within 24 hours from the receipt of the order, unless
otherwise directed and authorized by a GRU Representative.
2.5.5 Notification to GRU representative of estimated delivery time and date shall be
eight(8) hours prior to delivery, as directed and authorized by GRU representative
2.5.6 Time and date of the order was taken must be noted on the delivery documents
with billing invoice number
2.5.7 Contractor shall have contingency delivery vehicles and chemical supply to meet
delivery schedule. Contractor will be required to provide contingency delivery
information to GRU.
2.5.8 Contractor shall provide the ability to verify the actual amounts of product
delivered.
2.5.9 Contractor delivery personnel shall comply with OSHA procedures during
unloading at each plant site.
2.5.10 Contractor shall provide GRU with a site-specific safety plan. This plan will be
required to be updated annually.
2.5.11 Contractor delivery personnel shall not unload without the Plant Representative,
or their designee, at the delivery site.
2.5.12 GRU reserves the right to refuse any and all deliveries made with equipment that
is poorly maintained and/or leaking chemical.
2.5.13 Contractor shall be responsible for loading chemical into the storage bins at the
delivery site.
2.5.14 Proper performance shall require attendant delivery personnel's constant
inspection and observation of unloading operations and knowledgeable response
to problems or emergencies.
2.5.15 Contractor shall submit a list with 24 hours access phone numbers of at least two
(2)competent persons, experienced in chemical delivery operations, to provide
emergency support services on a 24/7 basis in the event of a spill, equipment
failure or other emergency.
2.5.16 Contractor shall be responsible for any spills resulting from the failure of its
delivery equipment or from failure of attendant delivery personnel in the proper
performance of their duties.
2.5.17 The Contractor shall take immediate and appropriate actions to clean up any
spilled chemicals. If the spill is not cleaned up, GRU will hire a certified
hazardous material handling company to clean up the spill, and the cost of such
service will be charged to the Contractor and deducted from the amount due to
the Contractor.
Page 612 of 702
Agenda Item #26.
2.5.18 Compensation for deliveries shall be in accordance with pricing listed on Price
Response form. Payment will be based on the minimum quality as specified;
therefore any chemical supplied at a quality better than specified will be paid for
at the same rate.
3.0 SAFETY AND SECURITY
3.1 All drivers must wear a FDOT-approved reflective vest when outside vehicle.
3.2 All drivers must receive site specific safety training by GRU staff. Upon successful
completion of site specific training, the driver will receive an annual sticker. Each driver
must display current sticker upon request.
3.3 Contractor responsible for providing proper bill of lading to be emailed 24 hours before
delivery so GRU can verify proper product delivered and location.
3.4 Contractor is responsible for furnishing all required safety equipment for Contractor's
delivery personnel
3.5 Contractor shall provide annually and upon revisions, a site specific safety plan for
loading/unloading and managing chemical deliveries and potential spills. The plan will be
kept on site at GRU.
3.6 Contractor's delivery personnel shall comply with applicable federal, state and local, as
well as industry standard safety procedures during transportation, loading and unloading
at the plant site. In addition, drivers must comply with the all City of Gainesville and
Gainesville, Gainesville Regional Utilities Site Security and Safety regulations.
3.7 Drivers or equipment operators are to comply with all legal requests from site security
officers. Failure to comply with a security request will lead to drivers and or equipment
operators being banned from all GRU sites.
3.8 GRU is a Controlled Access Facility 24 hours per day, seven days per week("24/7").A list of
all drivers and equipment operators who will be delivering product to any GRU Plant is
required to be on file at least 24 hours prior to the delivery.This list must be on company
letterhead and must be updated as changes occur.Access to the facilities will be denied if a
driver's and or equipment operator's name is not on the list.
3.9 The driver and or equipment operator is required to furnish a picture ID to site security
upon arrival prior to admission to the plant site. The ID required will include the driver or
equipment operator's state issued vehicle operator's license or a Contractor issued ID
card. Other forms of identification will not be considered and access to the site will be
denied.
3.10 All delivery vehicle drivers shall have a proper commercial driver's license with a
Hazardous Material endorsement.
3.11 Contractor shall provide the following items to GRU with each shipment:
3.11.1 The most recent Safety Data Sheets (SDS) in accordance with the Occupational
Safety and Health Administration (OSHA) Hazard Communication Rule 29 CFR
1910.1200.
3.11.2 Certificate of Analysis to confirm product being delivered complies with the
physical properties described in the technical specifications.
Page 613 of 702
Agenda Item #26.
4.0 PRICE ADJUSTMENTS
GRU shall pay Contractor for the faithful performance of this Contract, the rates set forth in the
Pricing Response Form. Adjustments to the price may be requested by Contractor at least sixty
(60)calendar days prior to the anniversary date of this Contract each year. Negotiated price
changes shall become effective on the anniversary date of that calendar year. Contractor shall
request such price increase and provide documentation which substantiates the need for such
increase. The price increase shall not exceed the Producer's Price Index (PPI)for the product
during the previous twelve calendar months, as published by the U.S. Department of Labor,
Bureau of Labor Statistics.
5.0 FUEL SURCHARGE
A surcharge may be allowed, with written GRU Purchasing Department approval, when fuel
prices exceed 10% of the cost of fuel at the inception of the contract. Contractor must submit fuel
prices per gallon effective on a date ten calendar days prior to the bid opening.
Contractor's unit (per mile) pricing should include an allowance for a +/- 10% variance in fuel
costs.A surcharge may be requested for those fuel costs in excess of the 10% variance. In their
request, Contractor must indicate new fuel price, new cost per mile and the calculations for
obtaining the price (for example: correlation between miles per gallon for equipment used and
new cost per gallon for fuel).
Accordingly, Contractors must offer a reduced rate to GRU when fuel prices decrease below the
10% variance.
6.0 CHEMICAL QUALITY AND TESTING
6.1 GRU reserves the right to subject samples of the chemical to complete analyses, at
GRU's cost, to ensure that it meets Specifications. Three failures to comply with these
specifications from either rejections of a shipment or from a subsequent complete
laboratory analysis may result in termination of the Contractor's supply contract for the
chemical.
6.2 Chemical solutions supplied shall be tested and certified from an accredited third party
certifier to assure a consistent quality level, and must meet or exceed the quality
specifications contained in the technical specifications.
6.3 All the chemical solutions shall be in full compliance with National Sanitation Foundation /
American National Standards Institute 60 (NSF/ANSI 60: Drinking Water Treatment
Chemicals- Health Effects).
6.4 It is the responsibility of the Contractor to inform GRU if their NSF/ANSI 60 certification
has been revoked or lapsed within 24 hours of the time the supplier receives verbal or
written notification. Loss of certification(s) shall constitute sufficient grounds for
immediate termination of the contract between GRU and Contractor.
Page 614 of 702
Agenda Item #26.
Sodium Hydroxide Caustic Soda , Liquid, 50 % 8589, 9028, 9101).
Sodium Hydroxide (Caustic Soda), Liquid, 50%
(as-needed basis)
ESTIMATED Bulk—Approximately 18,000 gallons
QUANTITY
GRU annual consumption may vary substantially
• Membrane Grade
CHEMICAL 9 Sodium Hydroxide CAS#1310-73-2 % Concentration 50
QUALITY 0 Sodium Chloride CAS# 7647-14-5 % Concentration <2
• Molecular Formula NaOH
• See Section 2.0 DELIVERY
DELIVERY 0 Contractor shall be responsible for delivery of the chemical
within the working pressure range. If pressure range is
exceeded and safety protection is compromised, supplier
may be held responsible.
• Max volume delivery at DH is 1500gal; max volume delivery
at DHR is 2500gal.
Page 615 of 702
Agenda Item #26.
ATTACHMENT 4
PRICING
Bulk price per gallon of Caustic Soda: $3.85
Page 616 of 702
Agenda Item #26.
2023-049-A ODYSSEY MANUFACTURING
COMPANY - Final
Final Audit Report 2023-05-31
Created: 2023-05-31
By: Michael Benefield(BenefieldMA@gru.com)
Status: Signed
Transaction ID: CBJCHBCAABAAHbxhWSr968pn2jgVOK8JTCvZaFh8EnkE
"2023-049-A ODYSSEY MANUFACTURING COMPANY - Final"
History
Document created by Michael Benefield (BenefieldMA@gru.com)
2023-05-31 -4:30:19 PM GMT
Document emailed to Bianca Lherisson (Iherissonby@cityofgainesville.org) for signature
2023-05-31 -4:32:14 PM GMT
Email viewed by Bianca Lherisson (Iherissonby@cityofgainesville.org)
2023-05-31 -4:33:23 PM GMT
Document e-signed by Bianca Lherisson (Iherissonby@cityofgainesville.org)
Signature Date:2023-05-31 -4:38:37 PM GMT-Time Source:server
Document emailed to Dino De Leo (deleods@gru.com)for signature
2023-05-31 -4:38:38 PM GMT
Email viewed by Dino De Leo (deleods@gru.com)
2023-05-31 -5:37:44 PM GMT
Document e-signed by Dino De Leo (deleods@gru.com)
Signature Date:2023-05-31 -5:38:03 PM GMT-Time Source:server
Document emailed to Patrick Allman (pallman@odysseymanufacturing.com)for signature
2023-05-31 -5:38:04 PM GMT
Email viewed by Patrick Allman (pallman@odysseymanufacturing.com)
2023-05-31 -7:08:41 PM GMT
Document e-signed by Patrick Allman (pallman@odysseymanufacturing.com)
Signature Date:2023-05-31 -7:10:07 PM GMT-Time Source:server
Q Adobe Acrobat Sign
Page 617 of 702
Agenda Item #26.
C'y Document emailed to Michael Benefield (Benefield MA@gru.com)for signature
2023-05-31 -7:10:09 PM GMT
Email viewed by Michael Benefield (Benefield MA@gru.com)
2023-05-31 -7:42:58 PM GMT
h Document e-signed by Michael Benefield (Benefield MA@gru.com)
Signature Date:2023-05-31 -7:43:45 PM GMT-Time Source:server
Agreement completed.
2023-05-31 -7:43:45 PM GMT
Q Adobe Acrobat Sign
Page 618 of 702
Agenda Item #26. EXHIBIT B
ODYSSEY
MANUFACTURING CO.
October 27, 2023
Mr.Nate Litteral
Water Treatment Plant Superintendent
Village of Tequesta
901 North Dixie Highway
Tequesta, Florida 33469
Re: CONTRACT TO SUPPLY BULK SODIUM HYDROXIDE TO THE VILLAGE
OF TEQUESTA UTILITIES DEPARTMENT—RFQ UTIL 04-19
Encl: (1) Gainesville Regional Utilities Sodium Hydroxide Contract
Dear Nate,
As you know, Odyssey Manufacturing Co. is currently supplying the Village of Tequesta sodium
hydroxide(a.k.a. caustic)out of our rail terminal in Lantana, Florida for the past four years. The
current contract pricing is $1,190 per ton (this is equivalent to $3.80 per gallon). This contract has no
more renewals. As such, Odyssey offers to permit the Village of Tequesta to"piggyback" its sodium
hydroxide contract with Gainesville Regional Utilities(GRU)beginning October 1,2023 through
June 1,2026 at a unit price of$3.85 per gallon. This contract has one two-year renewal after this
date. This price is fixed and there are no fuel surcharges, delivery fees or other hidden charges. The
new pricing would be effective October 1, 2023 through September 30, 2024. Enclosure(1) is the
proposed GRU contract. Annie Velez is the point of contact with GRU @ (352) 393-1.282 or e-
mail Velezal @ ,ru.com.
As you know,there are no sodium hydroxide manufacturers in Florida. There are four companies in
North America that ship caustic into Florida by either barge(three terminals in Tampa and one in
Jacksonville)or rail (Odyssey has a rail terminal in Lantana and Sentry has one in Miami).
Staying with Odyssey,the Village of Tequesta will achieve improved reliability over other suppliers
in that the caustic will be delivered from our terminal less than 30 minutes away. We also have
access to a barge terminal in Tampa as a backup. Lastly, our drivers practice safe handling practices
and do not put the wrong chemical in the wrong tank(something you have experienced on more than
one occasion with other companies). Additionally, Odyssey is proposing to sell the Village of
Tequesta membrane grade caustic. This is much purer and has fewer heavy metals than the
diaphragm caustic used by other utilities.
Thank you for your consideration. We look forward to the opportunity to serve your sodium
hydroxide 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.
Since ely,
--�.
Patfick H. Allman
General Manager
MANUFACTURERS OF�J a4 0 CHLDR (800) ODYSSEY
www.odysseymanufacturing.com
Page 619 of 702
Agenda Item #26.
ODYSSEY
MANUFACTURING CO.
April 14, 2021
Re: CORPORATE RESOLUTION FOR AUTHORITY TO SIGN BIDS, BID FORMS,
CONTRACTS, BONDS & 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; to sign bonds of any type; 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 April 14, 2021, 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 14t" day of April, 2021.
----------C CORPORATE SEAL
Stephen Sidelko, Secretary
Marvin T. Ra es, resident
MANUFACTURERS OFUJ_T 0 CHLOR (sOO) ODYSSEY
o .. www.odysseymanufacturing.com
` e 620 of 702