HomeMy WebLinkAboutAgreement_General_6/13/2024_Hudson Pump & Equipment VILLAGE OF TEQUESTA
AGREEMENT FOR THE PURCHASE OF
A PUMP FROM HUDSON PUMP & EQUIPMENT
THIS PURCHASE AGREEMENT is entered into and effective this 13 dayof4+4a�
_ 2024 (the "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 Tencarva Machinery Corporation, LLC dba Hudson Pump & Equipment a North
Carolina Corporation registered to do business within the State of Florida with principal offices
located at, 1115 Pleasant Ridge RD, Greensboro, NC 27409 hereinafter the "Seller" and
collectively with the Village, the"Parties".
WITNESSETH
The Village and the Seller, 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. DESCRIPTION OF GOODS: The Parties hereby agree to enter into this
Agreement whereby the Seller shall transfer and deliver to the Village,and the Village shall accept,
a ITT Goulds Pump, 4x6-12, 3180S 316SS Construction, 10.9375 inch Impeller, John Crane
Mechanical Seal Bare Pump, hereinafter the "Goods," pursuant to all applicable statutory,
licensing and Village code requirements. Seller hereby agrees and acknowledges that the Goods
must fully conform to this Agreement and that no substitutions will be permitted in the Goods or
their materials for how they are described in this Agreement. Failure of the Seller to adhere to any
portion of this Agreement including but not limited to the quantity, quality, or materials of the
Goods used shall constitute a fundamental breach under this Agreement.
2. COMPENSATION: In consideration for the above-described Goods and pursuant
to any Exhibits, if applicable,the Village shall pay the Seller a total amount not to exceed seventy-
six thousand three hundred and twenty seven dollars ($76,327.00). Payment shall be within 30
days of the Village's receipt of the Goods. The goods shall be delivered by Thursday, December
5"i, 2024 the "Perfonnance Date" with the ability to extend with demonstrable proof of supply
chain issues agreed upon in advance in writing by both parties.
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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 written 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 manufacturing and/or 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 executed by both Parties pursuant to Section 17 of this Agreement.
4. DELIVERY, RISK OF LOSS: Unless otherwise stated in Exhibit"A",the Seller
shall deliver the Goods by December 5`h,2024 FOB(Free on Board)Destination. The Village shall
have the right to change the date of delivery with 30 days written notice. The Parties mutually
agree that timely delivery of the materials is of the essence. The Seller assumes responsibility for
the Goods, and all risk of damage, loss, or delay of the Goods until the Goods are delivered to or
collected by the Village. Once the Goods have been delivered to or collected by the Village, the
Village assumes all responsibility for and risk of damage to such Goods.
5. RIGHT TO INSPECTION: The Village shall have the right to inspect the Goods
upon their delivery. If the Goods fail to conform to the specifications of this Agreement, the Village
shall have 30 days to inform the Seller of any defect or other nonconformity found within the
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Goods. Notice of nonconformity may be made in accordance with Section 5 of this Agreement or
through another method agreed upon by the Parties. Upon the Seller's receipt of a notice of
nonconformity, the Seller shall have 30 days to cure said nonconformity. If the Seller fails to cure
within said time, the Seller shall be considered in default and the Village shall have the right to
terminate this Agreement, return of Village's consideration, and shall have the right to any other
legal or equitable remedies available.
6. TERMINATION; NOTICE: 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:
Village Seller
Director, Utilities Department Cathy Jackson
Marjorie Craig ciackson(d4encarva.com
mcraig(a)teQuesta.org 3524 Craftsman Boulevard
utilities@tequesta.org Lakeland Florida, 33803
Village of Tequesta
345 Tequesta Drive
Te uesta, FL 33469-0273
7. INSURANCE: The Seller shall provide proof of insurance in connection with the
shipment of the Goods in such amounts as deemed sufficient by the Village. The Seller shall also
name the Village as an "additional insured"on the liability portion of the insurance policy.
8. INDEMNIFICATION: The Seller 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 Seller, its agents, servants, or employees in the delivery of the Goods 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.
9. WARRANTIES AND REPRESENTATIONS: The Seller hereby warrants
and represents to the Village that:
(a) The Seller has the requisite power and authority to execute and deliver this Agreement
and to perform its obligations hereunder;
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(b) The Seller is the true and lawful owner of the Goods conveyed by this Agreement and
has full power to convey such goods, and the title so conveyed is free, clear, and
unencumbered; and
(c) The Goods delivered pursuant to this Agreement are merchantable, free from defects,
whether patent or latent in material or workmanship and fit for the ordinary purposes
for which it is intended.
(d) The Goods delivered pursuant to this Agreement will, under normal use, be free from
defects in material and workmanship and function properly for a reasonable time.
10. 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 Seller 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.
11. 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 to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and
abuses.
12. E-VERIFY ELIGIBILITY: The Seller 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 Seller 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 Seller's
subconsultants perfonning 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 Seller 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 tern is defined
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in Section 448.095(1)(k), Florida Statutes, as may be amended. The Seller 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 that
requires a longer retention period. The Village shall terminatethis Agreement if it has a good faith
belief that the Seller has knowingly violated Section 448.09(1), Florida Statutes, as may be
amended. If the Seller has a good faith belief that the Seller's subconsultant has knowingly violated
Section 448.09(1), Florida Statutes, as may be amended, the Village shall notify the Seller to
terminate its contract with the sub-consultant and the Seller shall immediately terminate its
contract with the sub-consultant. In the event of such contract termination,the Sel ler shal I be liable
for any additional costs incurred by the Village as a result of the termination.
13. SCRUTINIZED COMPANIES: For Contracts under $IM, the Seller 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 Seller is found to have submitted a false
certification as provided under Section 287.135(5),Florida Statutes, if the Seller has been placed
on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725,
Florida Statutes, or if Seller is engaged in a boycott of Israel. For Contracts over$1 M, the Seller
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 Seller 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 Seller is found to have submitted a false
certification as provided under Section 287.135(5),Florida Statutes or if the Seller 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 Seller 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.
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14. 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.
15. FORCE MAJEURE: The Seller 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 Seller 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.
16. 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.
17. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and
attached hereto as an addendum to this Agreement. The Seller shall not transfer or assign the
provision of the Goods called for in this Agreement without the prior written consent of the Village.
18. PUBLIC RECORDS: In accordance with Section 119.0701,Florida Statutes,
the Seller must keep and maintain this Agreement and any other records associated therewith and
that are associated with the delivery of the Goods as described above. Upon request from the
Village's custodian of public records,the Seller 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 Seller 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 l 19.0701,Florida
Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Seller shall
ensure that any exempt or confidential records associated with this Agreement or associated with
the delivery of the Goods contemplated herein are not disclosed except as authorized by law for
the duration of the Agreement term, and following completion of the Agreement if the Seller does
not transfer the records to the Village. Finally, upon completion of the Agreement,the Seller shall
transfer,at no cost to the Village,all public records in possession of the Seller,or keep and maintain
public records required by the Village. If the Seller transfers all public records to the Village upon
completion of the Agreement, the Seller shall destroy any duplicate public records
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that are exempt or confidential and exempt from public records disclosure requirements. If the
Seller keeps and maintains public records upon completion of the Agreement,the Seller 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 SELLER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE SELLER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN
FOR THE VILLAGE, AT (561) 768-0685, OR AT lmmilliamsAteguesta.org,
OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.
19. HEADINGS: The headings contained in this Agreement are provided for convenience
only and shall not be considered in construing, interpreting, or enforcing this Agreement.
20. 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.
21. 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 Seller 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 Seller 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.
22. ENTIRE AGREEMENT: This nine-page Agreement constitutes the entire agreement
between the parties; no modification shall be made to this Agreement unless such modification is
in writing,agreed to by both parties, and attached hereto as an addendum to this Agreement.
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23. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of
either Party individually 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES: TENCARVA MACHINERY COMPANY,
LLC DBA HUDSON PUMP &
EQUIPMENT
B ;aJones,CaZla dmin
5.1.2024
(Corporate Seal)
VILLAGE OF TEQUESTA
ATTEST: By: oily oung,Villa ayor
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Lori Village McWilliams,
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