HomeMy WebLinkAboutDocumentation_Regular_Tab 09_5/8/2025 Agenda Item #9.
Regular Council
STAFF MEMO
Meeting: Regular Council - May 08 2025
Staff Contact: Marjorie Craig, Utilities Director Department: Utilities
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Consider Approval of an Agreement with Membrane Treatment Services, LLC (MTS) Piggybacking a
Town of Jupiter Contract for Membrane-Related Services
The Village of Tequesta (Tequesta) Utilities Department (UD) recommends approval of an agreement
piggybacking a Town of Jupiter contract with Membrane Treatment Services, LLC (MTS) of Fort Pierce to
provide membrane system-related maintenance and repair services on an as-needed basis.
The UD plans to have the degasifiers cleaned, the media replaced, and the scrubbers cleaned, which is
estimated to cost approximately $50,000 plus separately purchased replacement media. The
degasifiers and scrubbers should be cleaned annually, and the media replaced regularly. The last
time the media was replaced for the degasifiers was in FY21. By cleaning it annually, we aim to
extend the media's life cycle in both unit processes (degasifiers and scrubbers).
Background
The Village of Tequesta water treatment plant (WTP) consists of two treatment plants that use different
processes. We blend the water from both plants before sending it to our customers. One of the plants is our
reverse osmosis (RO) treatment plant, which is effective at removing organics, metals, nitrates, and chloride.
However, it is ineffective at removing gases. Because of this, degasification is required to remove hydrogen
sulfide, or H2S (the rotten egg smell), from the water. Units called degasifiers are used to strip the H2S from
the water, and units called scrubbers are used to capture the H2S for disposal.
Over time, these units require maintenance to ensure the media reaches its useful life. This maintenance
typically consists of cleaning using low pH and high pH solutions to remove biofilm, scaling, and other
contaminants that can hinder efficiency. The media within the degasifiers and scrubbers must be replaced
every four to seven years on average, however this can be extended with routine cleaning and maintenance.
The media within the degasifiers was replaced in FY21 and has reached a point where cleaning is necessary
to maintain efficiency and useful life. The media within the scrubbers has surpassed its expected useful life and
now requires replacement. The Town of Jupiter and MTS contract will be leveraged to perform media change-
out and cleaning. The chemical cleaning and media replacement will adhere to the manufacturer's guidelines
and are essential to maintain the system's functionality and compliance with environmental standards.
The project will be funded from two accounts, the Water System Maintenance account and the Utility Services
account. The project is a planned expense for this fiscal year, however, the water system maintenance account
had unexpected expenses this year, including $19,700 worth of additional SCADA work. We are projecting a
surplus in the utility services account of $80,000 based on expenses so far this year, so we recommend using
that account to cover the estimated balance of approximately $15,615.
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Agenda Item #9.
WATER FUND -Account 401-242-546.342 Water System Maintenance
Budgeted amount: $1751000
Available amount: $34,385.64
Amount used for this proposal for FY25 (estimated): $34,385.64
Total Remaining: $0
WATER FUND —Account 401-242-543.300 Utility Services
Budgeted amount: $513,907.00
Available amount: $291,654.73
Amount used for this proposal for FY25 (estimated) $15)615
Amount used for another proposal on this agenda (roof) $26,040.14
Total remaining: $2499999.59
The full piggyback agreement can be viewed by contacting the Utilities Department.
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 $688,907 AMOUNT AVAILABLE EXPENDITURE AMOUNT:
$326,040.37 FY25 estimate $50,000
FUNDING SOURCES: Water System IS THIS A PIGGYBACK:
Maintenance 401-242-546.342 & Utility ❑x Yes ❑ N/A
Services 401-242-543.300
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 Existing piggyback will be leveraged with contract
pricing
1) 25.0422.MTS Degasifier PB Agreement-executed
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Agenda Item #9.
VILLAGE OF TEQUESTA
AGREEMENT FOR CHEMICAL CLEANING AND REPAIR OF RO AND NF
MEMBRANE SYSTEMS
THIS AGREEMENT FOR chemical cleaning and repair of RO and NF
membrane systems is entered into and effective this 22 day of April , 2025 (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
Membrane Treatment Services, LLC, a corporation licensed to do business within the State of
Florida with offices located at 1042 Grandview Boulevard, Fort Pierce, FL 34982 ,hereinafter the
"Contractor", "MTS" 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 chemical cleaning and repair of RO and NF membrane systems and
as more particularly described in Exhibit "A" to this document. pursuant to all applicable
statutory, licensing, and Village code requirements. The Parties agree to enter into this Agreement
pursuant to the Town of Jupiter Florida agreement W2406 which is hereby fully incorporated into
this Agreement and attached hereto as Exhibit "A".
2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be
pursuant to the prices provided in the Town of Jupiter Florida agreement W2406 found in Exhibit
"A". Contractor agrees that the goods or services requested may be in greater or lesser amounts
then those specifically outlined in W2406. The goods or services requested shall be
delivered/performed in a per order basis in a manner and location acceptable to the Village on or
before the requested"Performance Date".
3. TERM; TERMINATION; NOTICE: The Town of Jupiter MTS Agreement began on
October 1st, 2023, for a term of two years expiring on October 1 St, 2025. The agreement contains
one (1) additional (2) two year terms and one (1) additional one (1) year term available. This
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Agenda Item #9.
agreement shall commence upon the Effective Date, and shall expire on October 1", 2025. 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 Contractor
Village of Tequesta Membrane Treatment Services, LLC
345 Tequesta Drive 1024 Grandview Boulevard
Tequesta, FL 33469 Fort Pierce, FL 34982
Attn: Utilities Director
4. 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 any requested 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 90 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.
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Agenda Item #9.
5. INSURANCE: The Contractor shall provide proof of workman's compensation insurance
and liability insurance in such amounts required under the Town of Jupiter agreement W2406 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. DISCRIMINITORY VENDOR'S: In accordance with Section 287.134, Florida Statutes,
an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida
Department of Management Services, may not submit a bid on a contract to provide goods or
services to a public entity; may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work; may not submit bids on leases of real
property to a public entity; may not be awarded or perform work as a contractor, supplier,
subcontractor or consultant under a contract with any public entity; and may not transact business
with any public entity. 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 discriminatory vendor lists maintained by the
State of Florida Department of Management Services list.
9. 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-
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Agenda Item #9.
employer or principal-agent is or shall be created hereby, nor shall hereafter exist by reason of the
performance of the services herein provided.
10. INSPECTOR GENERAL: Pursuant to Sections 2-421 2-432 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 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.
11. 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(1), 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 terminate 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.
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Agenda Item #9.
12. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor certifies that
it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. The Village may
terminate this Agreement at the Village's option if the Contractor is found to have submitted a
false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1 M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
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.
13. 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.
14. 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.
15. 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.
16. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
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Agenda Item #9.
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.
17. PUBLIC RECORDS: In accordance with Section 119.0701,Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in the Scope of Services. Upon
request from the Village's custodian of public records, the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
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 maybe subject to attorneys fees and
costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10,
Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records
associated with this Agreement or associated with the provision of services contemplated herein
are not disclosed except as authorized by law for the duration of the Agreement term,and following
completion of the Agreement if the Contractor does not transfer the records to the Village. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor, or keep and maintain public records required by the
Village. If the Contractor transfers all public records to the Village upon completion of the
Agreement, the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored electronically must
be provided to the Village,upon request from the Village's custodian of public records,in a format
that is compatible with the Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK,
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Agenda Item #9.
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT
lmcwilliams(dtequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469,
18. HEADINGS: The headings contained in this Agreement are provided for convenience
only and shall not be considered in construing, interpreting, or enforcing this Agreement.
19. 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.
20. 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.
21. ENTIRE AGREEMENT: This eight 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.
22. 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.
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Agenda Item #9.
I N WITNESS W A E RE O F,the parties hereto have executed this Agreement on the date and
year first above written.
MEMBRANE TREATMENT SERVICES, LLC
WITNESSES:
'Ila
By(Print):
7
OA If-L�'
MEMBRANE TREATMENT SERVICES,
LLC
(Corporate Seal)
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Agenda Item #9.
VILLAGE OF TEQUESTA
Jere my
/� II�� Digitally signed by Jeremy Allen
/`1 Date:2025.04.22 10:17:43-04'00'
By: Jeremy Allen,Village Manager
Village of Tequesta
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