HomeMy WebLinkAboutDocumentation_Regular_Tab 04_11/10/2011 VILLAGE CLERK'S OFFICE
AGENDA ITEM TRANSMITTAL FORM
Meeting Date: Meeting Type: Regular Ordinance #:
November 10, 2011
Consent Agenda: Yes Resolution #:
Originating Department: Manager
AGENDA ITEM TITLE: (Wording form the SUBJECT line of your staff report)
I respectfully present the following agreements, proposal, commitment and memorandum of understanding to
Council: American Water Chemicals, Inc./Town of Jupiter Piggy Back Contract, Bomgar Corporation
Professional Services Agreement, Bomgar End Users License Agreement, ComLog Service Agreement
Contract, FP Mailing Solutions Postage Machine Rental Agreement, Miracle Recreation Equipment Company
Contract, Molly's Trolly Hourly Rate Agreement (Friday Event), Pyrotecnico Fireworks Display Contract,
SimplexGrinnell Proposal and Service Agreement, and Tanner Industries, Inc./City of Port Orange Piggy Back
Contract.
BUDGET / FINANCIAL IMPACT:
Account #: NA Amount of this item: NA
Current Budgeted Amount Available: Amount Remaining after item:
Budget Transfer Required: Choose ar� Appropriate Fund Balance: Choose an item.
itert�.
EXECUTIVE SUMMARY OF MAJOR ISSUES: (This is a snap shot description of the agenda item)
I respectfully present the following agreements, proposal, commitment and memorandum of understanding to
Council: American Water Chemicals, Inc.lTown of Jupiter Piggy Back Contract, Bomgar Corporation
Professional Services Agreement, Bomgar End Users License Agreement, ComLog Service Agreement
Contract, FP Mailing Solutions Postage Machine Rental Agreement, Miracle Recreation Equipment Company
Contract, Molly's Trolly Hourly Rate Agreement (Friday Event), Pyrotecnico Fireworks Display Contract,
SimplexGrinnell Proposal and Service Agreement, and Tanner Industries, Inc./City of Port Orange Piggy Back
Contract.
APPROVALS: SIGNATURE:
Department Head
Finance Director
Reviewed for Financial Sufficiency ❑
No Financial Impact ❑
Attorney: (for legal sufficiency)
Village Manager: , Y--�- ,� -
Submit for Council iscussion: [� ` `
Approve Item: [�
Deny Item: �
SPECIAL INSTRUCTIONS FOR CLERK: (if you wish to have agreements signed, be sure to include the
number of copies you want signed and place "Sign Here" sticker on them)
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���- MEMORANDUM
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�;� "- 4°� Village of Tequesta
��y �� ` Administration
TO: Village Council
FROM: Michael Couzzo, Village Mana�e�-,--,-
DATE: November 1, 2011
SUBJECT: Presentation of Agreement, Contracts, etc.
I respectfully present the following agreements, proposal, commitment and
memorandum of understanding to Council.
1. American Water Chemicals, Inc.lTown of Jupiter Piggy Back Contract.
2. Bomgar Corporation Professional Services Agreement.
3. Bomgar End Users License Agreement.
4. ComLog Service Agreement Contract.
5. FP Mailing Solutions Postage Machine Rental Agreement.
6. Miracle Recreation Equipment Company Contract.
7. Molly's Trolly Hourly Rate Agreement (Friday Event).
8. Pyrotecnico Fireworks Display Contract.
9. SimplexGrinnell Proposal and Service Agreement.
10.Tanner Industries, Inc./City of Port Orange Piggy Back Contract.
Thank you.
Telfrin, Debra �
From: Gload, Michelle
Sent: Friday, October 28, 2011 11:14 AM
To: Telfrin, Debra
Subject: FW: AWC ,
Attachments: AWC.pdf
Fyi - copy of contract that we are piggy-backing on for next agenda. O
From: Shields, Evelyn
Sent: Tuesday, October 25, 2011 4:58 PM
To: Gload, Michelle
Subject: AWC
Michelle,
Please find the attached AWC contract.
Thanks.
Eve
j. �
` � � A1V�EIE��AN �AT�R ��E�IICALS, II�t�'.
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1
Tarr�pa, Septernber 28, 2011
Mr. Roy Fallon
Teques!ta Water Treatment Plant
901 N. 01d Dixie Hwy
Tequesta, FL 33469
Re: Antiscalant Contract Piggybacking
Dear Mr. Fallon,
We 1�rebY canfum our acceptance to extend to the Village ofTequesta Water Treatrn�cnt Plant the
same price that we are cu�rently o$'ering to the Town of Jupiter on their Chemica] BicJ 11 _Q7E for
the antiscalant AWC A-142 plus urrtil the elcQiratian oftheir contract ��,��� ��;� '�
delivered price for this contract is 54.765 per pound; all current terms and conditian apply.
Flease feel free to cantact us, shou� you have any questions.
Sincereiy,
�
Rudy Caneza
Treasurer
American Wat�r Chemicals, Inc.
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. Chemical Bic� 11-p7E
_ �ontract far Supplying Nanofi�tration
_. Antiscalant
. C3CTaBER 201'1
� KAREN J. GULONKA MAYOR
JIM KURETSKI VICE-MAYOR
ROBERT M. FRIEDMAN COUNCILOR
INENDY HARRISCEN CQUNCI�4R
" TODD R. WODRASK�q COUMCILt}R
DAVID L. BROWN DIRECT4R OF UTILITEES
:�
- IN
_ TlTi.E PAGE
INDEX 2
ADVERTISEMENT FOR BIDS 3-4
INSTRUCTiONS TO BIDDERS 5-12
��` PROPUSAL 13-15
SWORN STATEMENT 16-98
-�� NOTIGE CaF AWARD 19
AGREEI�IENT {�QNTRACT} 20-23
UPINit?N OF T4WN ATTORNEY 24
- = SPECiFICATI�NS 25-29
WATER QUALITY REP4RT 30-3'{
" 2
.!W 11-07E
ADYERTISEMENT FOR BIDS
Town of Jupiter
_ 210 Military Trail
Jupiter, FL 33468
Phone; (561 } 746-5134
_ Sealed Bids must be delivered to the Tawn of Jupiter at the affic.�e of the Town Cierk,
Municipal 6uiWing� 210 Military Trait, Jupi�er, Ftorida up to 2:p0 pm on May 18, 2011
(bids received after this time wili not � acx�epted) at wtrich bme bids will be publidy
_ opened and read abud in the Town Counai Chambers for the fumishing of ail materials,
labor, equipment and suppiies necessary for:
CONTRACTS FQR SUPPLYING• �
� -- Liquid Ghiorine —(JW 91-07A)
, -- Sulfuric Acid--(JW 41-07B}
`� — Sodium Hydroxide {Caustic)—(JW 11-Q7C)
-- RO Antiscalant (JW 91-07D)
— NF Antlscalant �JW 41-07Ej
F4R
TOWN OF JUPITER UTILITIES
JUPITER, FLORIDA
_ including neoessary appurtenances and afl in accordance with the contrac# documents.
Afi bids must be on a Unit Price basis {F.O.B.) on the Proposal Farm.
The nature arui scope of these contracts are:
- Supply the Town of Jupiter Utilities Water Treatmerrt Plant with one or any of the
following ctiemicals for use in th+e treatment of drn�icing water: liquid chiorine, sulfuric
`` acid, sadium hyd�axide (caust�c), and/�ar anbscal�t for a
period of one ear b
� � y eginning
` ��' �� � � - ��. .��` �;>� �'� > '� acxordanoe with the contract
,. �I��+���: ���'p'�� '�ids include Aitemates to supply the chemicai{s) for a three year
guarantesd unit price. Each af these chemicals will be supplied ur�er separate
. cantracts.
Plans and spec'�ications will be availabte on April 19, 2Q11 and may be examined and
obtained at www.dernar�dsta� com. Plans and sp�ecifcations can be downloaded for
$5.00 from Demandstar by calling 9-8Q0-711-1712 and signing up for a free agency
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JW 11-�7E
, subscriptian for the Town of Jupiter. Hard copies af pians and specifications may also
be pu�chased frorn Demandstar by calling 1-8Q0-711-'t712 or visiting
www•d�mandsfar•com. Payment for pians and specifrcations is non-refundable.
Aii bidders must be a pfan hotder of recard with Demandstar.
Qusstions conceming the bid shall be directed to Paut Jurczak, Water Ptant Facili�ies
_ Manager, in writing (fax: 561-743-8733). In accordance with the lnstrucfians to Bidders.
Site visits, if desired, may be scheduled yyith Paut Jurczak at 561-74�-5602.
Sealed bids shall t�e submitted on the Bid/Proposal Form in accorclance with the
lnstructions to B�icfers.
Bids may be modified or withdrawn in accordance with the Instructions to Bidders. Bids
shalf remain apen far a period of 90 cal�ndar days after the date set for opening. The
Town af Jupiter reserves the right to wa�ve any irregularities and to reject any anrf al�
b�is.
� By Qrder of the Town CaunciE,
Town of Jupiter
Sally Bayfan, Tavrm Clerk
PUBLISHED: Palm Beach Pos# Times
DATES: At�ri1 17. 2011
Anril 24. 2011
4
JW 11-Q7E
� INSTR�lCTION TO BtDdERS
'�. SPEClAL CUNDITION - PUBL.IC ENTETY CRIMES
Any person submitting a bici ar proposai in response to this invitation must
execute the enciosed farrn PUR. 7068, SWORN STATEMENT UNDER
- SECTIQN 287.133(Aj, FLQRtDA STATUTES, ON PUBLIC ENTiTY CRIMES, in
the spaces{s) pravided, and enck�se it with the b�/propasal
- 2. Ct3PIES OF BIDDING �CUMENTS
2.1 Campiete sets of the Bidding Dacuments in fhe number and for the
- non-refundable sum� if any, may be obtait�ed from www.demandstar.com
as stated in the Advertisement or Invitation.
`` 2.2 Complete sets of Bitiding Documet�ts sha11 be used in preparing Bids;
Owner does not assume any responsibilityr for errors or
misinterpre#a�ons resulting from the use of incomplete sets of Bidding
..... Documents.
2.3 Owner in preparing Bidding Docurnents available on the above terms does
' so onty for the purpase of obtaining Bids on the Wark and cbes not infer a
license or gran# for any other use.
3. QUALIFICATiONS OF BIDDERS
3.1 To demonstrate q�alif'�ations to furnish the goods and speciai services,
� each Bidder must be prepared to sul�mit within five days of Owner's
- request writEen infoRnation, such as financial data, previous experience
and evidenae of authority to conduct business in the jurisdiction where the
project is located.
_, 3.2 Each Bid must cantain evidence of Bidder's quaifir,atian to do business in
the state where #he project is located.
3.3 All bidders must be a pian hoider of record with Demandsta�.
- 3.4 Na Bid wil{ be accepted from, nor witi any contract be awarded to any
: person who is in arrears ta the 4v�mer, upon any debt ar contract, or who
is a defaulter, as surety ar oi�ervvise, upon any obligadfln to �vner, or any
- o#her govemmental agency ar entity, or wi�o is deemed irrespansible or
.._. unre{iabte by the Owner.
3.5 Na Bid wiil be acxepted frorn nor will any contract be awarded ta any
individuat firm, partnership, corporat�on or association who is currentiy in
Iitigation with the Owner or wilo is prouiding testimony in current litigation
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JW 11-07E
-- against the Owner or who has a finanaal in#erest in any litigation against
the Owner.
-�- +t. EXAMINATION OF CONTRAGT DC�UMENTS AND SITE
4• 9 Before submitting a Bid, each B�lder must (a} examine the Contract
Documents thoroughly, (b} visit the site to familiarize himself with local
_ conditions that may in any manner affect cost, progress ar perfarmance of
fhe Work, {c} familiarize himseif with federal, state and locai laws,
- ordinances, rules and regulations that may in any manner affect cost,
progress or perFormance of the Work; and {d) study and car+eefuily correlate
Bidder`s observatians with the Contrac# Documents.
4.2 Site is accessibie fo the Bidder by appaintment only to conduc� such
invest�ations and tests as each Bidder deems necessary for submission
' of his Bid. Appoirtt�nents maybe scheduled with Paul Jurczak, Water
Piant Fac�ifies Manager at {581) 741-2602.
�� � 4.3 The submission af a B�) wil! constitute an incontravertibie represen#ation
._ by tt� Bidder that he has complied with every requirement of this Article 4
and tha# the Contract Dacuments are su�icient in scope and detail ta
indicate and convey understanding of all terms and conditions for
- performance of the Woric.
� �. INTERPRETATIC)N3
. All questions about the meaning or intent of the Contract Documents shall be
submitted ta The Town of Jupiter Utilities, Attn: Pau[ durczak, Water Ptant
- Fadlities Manager in writing by Fax {561) 743-8738. Repfies will !� issued by
Addenda if determined neoessary� through Demandstar to all planholders
recorded by Demandstar as having received the Bidding Dacuments. Q�stions
receivec� fess than three days prior to the date far apening of Bids wil! not be
answered. �nly questions answered by formal written Addenda witl be binding.
�ral and other interpretations or clarifications will be without legal effect.
,. 6. BID SEGURITY: Not Required
7. CONTRACT DURATION
.
The Contract durafion for tl� Bar,e Bid is ane ear ` `
Y beginning:�Q �, 2�'P
���►+�. �` ��;���,`� The Contract duration for the Alternate Bid is
--- �three Years beginning on October 1, 2Q11 and ending September 30, 2014.
Owner reseroes the right ta r�uest the sucx�ssful bidder begin the contract prior
to October 1, 2811. If Contract is initiated prior to October 9, 2011 Contract
:_ expiration dates witl remain unchanged.
6
JW '11-07E
. �. BtD PRICE
- 8.1 The price must be quoted as the TOTAL NET DELNERED AMOUiVT.
._: The Town wili be abliged to pay based on the contraet unit p�ice. The
quantities indica�ed in the proposai foRn are approximate ar�d are usecf to
esfablish bid pric�s. The Tovm does not guarantee this quantity as a
.- minimum or maximum amaun� Bidder certif'�es that the contract unit price
is valid regardless of the quanti#y purchased.
-- 8.2 Since the Town is exempt from Federal Excise Tax, the Federal
Transportation Tax and Fivrida State Sales Tax, these taxes are NOT to
be included in the bid prioes. Necessary exemp�on certif�ca�tes will be
-� supptied to vendors for direct sates to the Town that are paid from Town
funds.
- 8.3 Pric�es shail be shown in unit amourrts, vuritten �n nume�icai figares, and
extensions whenever applicable. In the event of discnepanaes existing
between unit amounts and extension ar tatais, the written unit amounts
� sha14 govem.
8.4 Discrepanc�s in the multipiicabon of estimated quantities and unit prices
�- will be resofved in favor of the unit pricroes. Discrepancies between the
_ indicated sum of any cwlumn af figures arid the con�ect sum thereof will be
;,; resolved in favor of the correct sum.
8.5 All applicabfe discaunts shall be included in the Bid Prics for materrals and
servic�s and will be considered as dete�rnining factars in recommending
� an award in case of tie bids. Discounts extended to 4wner shafl include
but not be lim�ted to thase disoounts narmally extended to govemmental
agencies as well as the private sector.
8.6 Ehain discaurits are not acceptabte and will not be oonsldered in
determining an award. Firm discounts arrd prices are to be quoted for the
term of the cantract.
" �. BID F�RM
, 9.1 The Bid Form is included herein (see Proposal�.
9.2 Bid Forms must be completed in ink, typed or handwritten. The Bid price
, of each item on the form mus# be stated in numerals. Contrac�or must bid
on aq aftemates in tI� bid form. All bid fomts musf be �illed out in their
entirety. Figures must be provided for all unit prices and vaiues.
. lncomplete bid foRns may be cansidered non-res�nsive.
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JW 11-07E
9.3 Bids by cx�rparations must be executed in the vorporate name by the
president or a vice-president (or other corporate officer accampanied by
- evidenoe of authority #o signj and tl� corporate seal must be afFixed
:._ and attested by the secretary or an assisfiant sea�etary. The c�rparate
add�s and state of incorporation shati be shown below the signature.
.: 9.4 Bids by partnerships must be executed in the partnership name
and signed by a partner, whose ti�e must appear under the signature
���� and the official address of the partnership must be shovm below the
. signature.
9.5 All names rnust be typed or printed cleariy below the signature.
9.6 The Bid shall cantaain an acknowtedgmerrt of receipt of aii Addenda (the
numbers of which sha11 be �iiled in on the Bid Fcmn}.
:. .3
9.7 The address to which commu�ications regarding the Bid are to be directed
mtast be shown.
8.8 If the Bid fonn contains Altemates, 6idder mus# bid an i:he Altemates.
14. SUBMlSSIt?N OF BIDS
� Twa Bids shaN be submitted at the time and place indicated in the Advertisement
for Bids ar invitation ta Bid and shaN be included in an opaque sea�d envelope,
marked with the Project tit�e and name and address of the B�dder and
�- acxompan'�ect by ail other required documents. if the Bid is sent through the mail
or other delivery system the seafed envetope shail be enclosed in a separate
envelape with the notation "BID ENCLQSED" on the face thereof, with the
�� Praject name on the fton�
` 1'I. M4DIFICATION AND WITHDRAWAL QF BIDS
11.9 Bids may be modified or withdrawn by an appropr�ate document duly
executed {in the manner that a Bid must be executed) and detivered to
the place where Bids are to be submitted at any time prior to the
opening af Bids.
; i 11.2 If, wikhin twenty four hou�s after Bids are apened, any Bidder files a dufy
,, signed written notice with Owner and promptly thereafter demonstrates
to fhe reasonable satisfactian of Owner that there was a material and
substantial mistake in the preparation of his Bid, that Bidder may
withdraw his Bid arx! the Bid Securit�r wilf be retumed. Thereafter, that
8�lder may be disquatfied from further bidding on the Work. If a natice is
.. �
JW 11-07E
,. filed with Owner a�fter 24 hours then the Gontractor will sacrifice his Bid
B�d.
. . 12, dPEN1NG OF BiD3
12.9 Bids wiA be opened pubiicly.
12.2 When Bids are opened publiciy they will be read aloud, and an abstract of
the amounts of the base Bids and major alternates (if any) will be matle
.- availabte after the opening of 6ids.
13. BIDS TO REMAIN OPEN
AN Bids shall remairr open for ninety days after the day of the Bid opening, b�.rt
4wner may, in his sole discretion, release any Bic! and retum the 8id Security
- prior to that date.
14. AWARD OF GQNTRACT
14.1 Owner reserves the right ta reject any and alf Bids, to waive any ar�d all
infonna�iti�s and to r�gotiatate cor�tract terms with the Successfui Bidder,
- and the r�ght ta disregard all nancanforming, nan-responsive or
condit'rona[ Bids. Discrepancies befiKeen vwords and figures will be
resohred � favor of words. Discr�epanciss befinreen the indicated sum of
.--- any column of figures and the correct sum thereof will be resolved in favor
of the carred sum. Uiscrepancies hefinreen the indica#ed value and the
correct vatue as calculated by the product of the unit price and the
� es'�mated quantityr, wilt be resolved by usirtg the stated un�t prtre.
14.2 In evaluating Bids, the Ov�mmer shatl c�nsider the qual'�'ications of the
��" Bidders whether ar not the Bids c�omply with the prescxibed requirements,
- alternates, and un� process, if reques#ed in bid farm.
-° 14.3 Owner may consider operating costs, mairrtenanc�e considerations,
performanoe da#a and guarantee.s of materials and equipment in
evaluating bids.
14.4 Owner may conduct such investigations as he deems necessary to
assist in the evaluatian of any Bid and to establish the respansibility,
.--. qualifications and financ9a! ability o# the Bidders, proposed
Subcontractors and other persons and organizations to do the Work in
aocardance with the Contract Dxumerrts to Uwner's satisfaction within
. -, the prescribed fime.
14.5 Owner reserves the right to reject the Bid of any Bidder who d�es not pass
__: any such evaluation to th+me�'s satisfaction.
__ 9
JW 11-07E
., 94.6 If the Contract is to be awarded, Et will be awarded ta the lowest
responsive b�der based on the Total Base Bid Cast F.O.B. (per pound}
and the proposed dasage rate (ppm) far the lawest Totai Base Bid Annual
_. Ghemica� Cas# at 2.0 MGD or the Totai Atternate Bid Cost F.O.B. (per
pound} and the proposect dosage rate (ppm} for the lowest Total Altemate
bid AnnuaE Chemicai Cost a# 2.0 MGD whose evaluation by Qwner
`,_i indicates to owner that the award wili be in the best irrter�# af the Owmer.
:� � 14.7 t� the c�ntrad is fa be awarded, Chimer will give the Successful Bidder a
_� Notice of Award within ninety {90) days si�er the day of the Bid apening.
14.8 More than one Bid received far the same work from an individual, firm,
' t partnership, carporation or association under the same or different names
will not be considered. tf, in the determination of the Oumer, there is
;� reasonable grounds for believing that any Bidder is interested in more►
-- than ane Bid for the same wortc, or that any collusian e�sts amang the
Bidders, this will result in the rejection of the Bids of �ose Bidders who
par�icipated ir� those B�s. In either case the Qwner may deem th�e
-� � Bidders not to be a re�sponsible or qualified Bidder.
15. SIGNINt� OF Ar3REEMENT
Wh� 4wner gives a Noti�oe of Award to the Successfiul B�ider {aka Supplier), it
wili be accompanied by two unsigned counterparts of ifie Agrosrnerrt and all
.._�, other Contract Documents. Within fifteen days thereafter Supplier shail sign and
deliver both sets of tE�e Agreement to Owner with ail other Contract Docurnents
attached. Within thirty days thereafter, Owner wEl! deliver one fully executed
. agreement to Supplier.
16. CONTRACT CANCELLATION
The Ta�nm of Jup�ter reserves the right to cancel the contract a# any time with a
�- thirty (30) day written natic:e.
17. INDEMNiFICATION
By plaang a bid, the bidder agrees to indemnify and hold the Town of Jupiter, its
� agents, �nployees and etected office�s free and harrnless at alt times from and
against any and all claims, {iability, expenses, losses, suits, c�sts, fines, and
�; dam�ges (�nduding attomey's fees) arising out of or inadent to or in canriection
- with the bidde�'s respansibility to perform under this contract. This agreement in
no way restricts or interferes with the right of any political subdivision af Palm
, Beach County, Florida, to re-bid any or a!i items.
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JW 11-07E
; 18. EQt1AL OPP�RTUNITY
` The Town of Jupiter recognizes fair and apen competition a� a basic tenet of
public procurement Contractors doing business with tF�e �wner are prohibited
from discrtminating on the basis af race, cobr, creed, natior�al origin, handicap,
age or sex.
�� �; '19. OCCUPATiONAL HfALTH � S�FETY
19.1 In cxxnpiiance with Chapter 442, Florida Statutes, any taxic substance
tis#ed in Section 38F-41.03 of the Fbrida Administrative Code delivered as
a result of this Bid must be accompanied by a Material Safety Data Sheet
(`MSDS"} which may be abtained from the manufacturer. The MSDS must
' � include the following information:
'iS.1.'i The chemical name artd the c�mrrron name of the toxic
substance.
19.1.2 The hazards ar other risks fi the use of the toxic substance
` includtng: a) The potential for fire, expbsion, corr�ively and
' reactivity; b} The knawn acute and chronic health eifects of
- risk from exposure including the rn�ical conditions which
are �nerally recagnized as being aggravated by exposure
° to the toxic substance; and c} The primary routes of entry
and symptoms af over exposure.
"° 19.1.3 The prope� pr�ecatitions, handl�g pra�tiaes, nec�ssary
personal protection equipment and other safety precautions
in the use af or expasure to the to�ic substances, inaluding
appropriate emergency treatment in case of expasure.
19.1.4 The emergency pracedure for spilts, fire, dispasal and �irst
aid.
,,., 19.1.5 A description in lay terms af the knornm specific potential
health risks posed by the toxic substance intended to alert
any pe�son reading this infarmation.
19.1.6 The year and month, if available, that the infonnatian was
eompilec! and the name, address, and emergency te�phane
_ number o# the manufacturer responsible far preparing the
informatian.
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JW 71-07E
s ��
:_ i Z0. AUDIT RIGHTS
- The Owner �eserves the right ta audit the recc�rds of the successful Bicider for the
._ cammodities andlor services provided under the Cantract at any time during the
performance and term of the Contract and far a periad af fi�re {5) years after
�> campie�on and acc�tanoe by the Owner. if required by the Uwwrteer, the
`--= successfuf Bidde� agrees to submit to an audit by an independent certified pubiic
accountarrt seleated by the C7wner. The suvicessfut Bidder shail altow the Owner
`� 3 to inspect, examine and review the records of the successful8idder in relation to
�-. this Contrac� at any and a!I times during norrnal business haurs during the term
af ttie Contract.
� 21. GONFLICT OF IN'fEREST
The award hereunder is subject to the provisions of Chapter 112, Florida
-- Statutes. Bidders must disclase with thei� Bid the name of any officer, director,
partner, proprietor, assaciate or agent who is aiso a publ�c officer ar empioyse of
tfie Owner or any of it� agenaes. Further, aii Bidders must disclose the name of
-- any public affiver or empioyee af the Owner who owns, direcc�y or indirec#ly, an
interest of five pertx3nt (596) or more i� the Bidder's fiRn or any of its branches or
- affitiate tx�mpa�ies.
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� JW 'k 1-07E
�
�
�' ` Bidding Company N�tte: American Water Chemicals, Inc.
;
PRQPQSAI.
F ' TD
� TOWN OF JUPITER UTILITIES
FQR
° CHEMiCAL BiQ 11-07E
GONTRACT FOR SUPPLYiNG NANOFILTRATIt>N ANTISCALANT
. S To�nm af Jt�iter
210 Mili#ary Trail
� Jupifer, Fbrtda 33458
� Gendemer►:
¢ The undersigned as Bidder does dedare that rw person ar persons other than
F� the Bidd� here� named hacf any intsrest in this Proposel or in the oontract to be taken, `
;} and that it ts made without any oonnection with any oEher person making a Proposai for `
the same i�m{s), atu� is in a� respects fair and vvnhout c�oNusion or iraud.
Y ' Tfte ut�ersi�ned futther dedares thaf he has carefu�ly examined the
_, spedficaiians ar� is fhorougltly famifiar with its provisiorts and w1tN ihe qua0ry. type and
grade of n►ateriais cafled �or.
-� •
_� � It is proposed that fhe project heretn described shaN be vonstruc�ed for #he Unit
Prices as folbws, aM i� aocardanoe wilh the requirements and proWsfons of the Cantract
Qocuments. The quan�ties stated belvw are annua! and three �3j y�r estimaf+es.
' Actua! quant�ties may be less than or e�cc�ed the estima#ec# quantl#y belaw.
�
The unders�ned f� dedares ttraE he pro�oses to fumish the item(s) caRed
for within tl�e spedfied time in this Proposal for the folbwing prices:
. Bass g[d:
Contract for Suppiying Nanofiltratjsan Mtiscatant - Estima#ed Quaniliy 41 •316 Pounds
• (1-year period}
� UMt Price (Per Poand) $ o, gx
-� F+�iqht (Per Pound) � o . 04
Tot� Base B1d Cost F.O.B. (Per Poundj � o�
•-- Propased dosags rate �.. 97 ppm
' Tota1 Base Bid Annual Ci�emiaal Cost � 2.� MGD (F.O.B) �lo. zoo . ao
' , Aiternate Bid:
:� Contract for Suppiytr�g tdanoRitraiion Antiscalant - Estimated Quantity _ 123,9�48
� Paunds (3-year period)
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�" Unit Price (Per Pound) $ o. 72s
' Freight tPer Pound} s o. 04
Total Aiternate Bid Coat F.O.B. (Per Poundy � o T65
Praposed dosage rate �. 97 ppm
Tatal Attema�e Bid Three year Chemicai Cost at 2.0 MGD � 2�. 54a .��
Total Alterr�e Bid Annu�l (3 year Aiternsbe annual coat/3}
" CFwmical Cast at 2A MGD (F.O.B} s s. �.80 . 72
; 1'he unde�ned furthemwre agrees tt�t, in case of fai�re on his p�t ta eotecute sakl
t-,
contract within (15) days after being awarded ihe conirac� may forf�it F�is right ta ihs
aonbact and Owner may dwo� ta affer the oor►t�ac:t ta the ne�ct bw bidder or re-bk4 the
contract. �
'-' The und+�s�g�eci unders#ar�ds and acvepts that the Contract vorrwnences an Odober
; 1,2011 and canlinues for one y�r anci ending S�t�nber 30, 2U12 if the contract is
awar�ed based on the Totai Base Bid Cost �.O.B or fcx three years a�d ending on
September 30, 2t}14 ff the conlrac� is awarded for the Total Alternafe Bid Cost F.O.B.
� The ur�ciersigned t,�derstsmds and acxepts ihat Ehe Qamer may efect to commence the
Contract prior to Oc�ober 1, 20i1 and that the Cor�tracl expiratbn dates remain
___. unchang�d.
The undersigned, adcnowled�as that payments made by the Town of Jupiter wfll be
made via efectror�c funds trensfer (EF1') and vendor wiN proWde tlze Town o€ Jupite�
with the infomnaibn rsquirec� to mal�e EFT paym�ts.
The unde�sigr�ed agrees �at a� bid documen#s tssued for this Cflntract� induding
addenda� Ftiave been revi�nred and site v�sits �erformed� as nscessary to provide a
oamprehensive bid. Ths undersigned acknowiedg�s reoeipt of o {Msert number}
Add�da ftrr this Bid.
_, �
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.Mt 1t-07E
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The under�gned states that this proposal ts the only proposal for this projed in which
i he fs interested.
�-,
, COMPANY NAME American Water Chemicals, Inc .
BUSlNESS ADDRESS �aa3 Kina Palra Drive, Tam�a, FL 336a9
BUSINESS TEL.Ei'HONE 813 4 ,_
�,
SIGNATURE OF RESPONSIBLE 4FFlClAL ��' �
PRINT NAME 8� TITLE Rud Canezo Treasur ,
STATE OF INC4RPORATION Delawaxe
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:_ �
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J`� 1 I�VlC �
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swo�w sTarE�e�r
�� PUFtSUANT TO SECTIOI�i 287.133(3�(a}.F�ORIDA STATUES,
ON PUBLI� ENTtTY CRIME�
THiS FOfi�A MUST BE SIGNED AND SWORN T� IN THE PRESENCE C}F A tJ�TARY
PUBt,fC OR OTHER OFFIClAt. AUTHORI�ED TO ADMIt�tIST�R OATHS.
,- 1. This swom statement is subm�#ted �o Town of Jupi.te�
[print n�me of the pubtic entky]
� by 1tud�r canezo, Treasurer
[print tndividuaPs name and Ntle]
fpr Anaerican Water �hemicals, Inc.
°"i Cpr�nt name of entity submitting sworn statement]
whose busit�ess address is:
92d3 Kinq Palm Drive, Tampa, FL 33619 _
� and {if applicable} its Federsal Empioyer ldentif'icatbn N�anber (FEINj is;
- ss-aaia�os
- (If the er�tty has ra FEIN, inctude the Sacial Security Number of the individuai
�
- s sign�9 d�is swwom S�atement: .) '
2. ! understand that �"p�c e�tity crime" as defined in Paraareph 287.133{1xg)�
� �lorida St�utes, m�ns a viotatwn of any siate or federal law by a persan vvith
. re�pec� ta and directly retat� tio the tr�ur►saction of bt�siness with any pubiic enHty
� or with an agency or palitical scd�ivision of any other state or af fhe UNted
- Statc�, �dudin�. but not limit+ed to� any bid or contrad for gc�oda or servic�s to
be provided � any public er�tity or an agency or politfcal sut�ivisioin af any other
sta#e or of the Ur�ted States and �nvntving an#itrust, fcaud, theft, bribery,
cotlusion� radceteering, cao�spiracy, or mate,ria! misr�reseMation.
3. I understand thak 'cornrictad" or "convictior►" as de��d �n Paragraph
287.133(1 xb). �lorlda atutea, mea�s a flnding w guift or a ocnvidian of a
public eni�r crime, wtth or withvut an �lj�dication of guiit, in any federal or state
t�a1 court of reoord rela�ng to chat�es brought by indictment or information after
. Ju{y 1� 198�� as a resutt of a jury verdtct� no�ury trlal, or entry of a plea of guilty
or noto contendere.
�
16
JW 11-07E
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`-_ : 4. t unders#and that an °affiliafe` as deflned in Parag�raph 287.133(1 xa)� Flor�da
, �y�,, means:
-� a. a��� or suc�sso: of a pe�or, ��tea of a�,�G entity �e: or
� b. M entity under the oanfro) of any natu�sd per�san who is active in the
{-� �nagement of the ent�ty and who has been �nvicfed of a p�lic entlly crime.
The ierm affiitate tndudes thase ofF�rs� dtFedars, exec;utives, partners,
` shar�olciers� emptoyees� members, and agents wno are active 1n the
managem�ent of an af�liate. The ownershi� by one perso� of shares oonsiitutlng
a vontra��g inter�t in anotF�er perscm. or a poo�ng of equtpment or income
artwr►g persons vrhen nat for fair mark� value urrclar an arrr�'s iength agreement,
shaN be a prima f�ae case that one persan contro� anotFrer person. A perscm
who knowingly enters into a jo�nt veniure wittt a person vvf�o has besrt canvided
� caf a p�lic entity txime in Fbricla during ihe preceding 36 months shalf be
.�
c�nsidered a� affi�ata.
. a 5. i ur�derstand that a�per�n" as defined in Paragraph 287.'f33{1�e), Fforida
Stsh�es, means at�y natural person or en�ty arganized under ths laws of any
- stata ar of the U�ted States wtth the tegal power tu enter lnto a binding oontract �
, and which bids or applles ta bld an conhacts �or the provision of goods or
s�w�ces let by a pubGc ent#ty, or which othenNise tran�cfs or applies ta transact
�� � bu�siness with a p�blic entity. 1'he te�m "person" indudes thase otficers,
d�ec�ors� execUtives� parh��s, shareholders. empbyees, members� and agents
:� y who are ac�ve t� manag�t of an er��ty.
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6. Based on infarrr�afibn ancl �f. the st�afemer�t whic� I have marked betow is
�� $ true in rel�Gon to the entity subrr�tting this sw�om statemen4 [�dicate whirch
:-�
statement �ppiies.�
- x Neither the entiry subm{t#ing this swor� statement, nor any officers,
dkecbrs� executives. partners, shareho�ers. employees. members, or agents
who are ac�ve in the management af tt� �tfty� nor any a�iliate of the en�ty� has
� been charped with and convicted of a pub� entity aime subsequent to Ju1y 1,
4�8.
, The entity submit�ng this sw�orn statement, or one or more of its officers,
- directors, executives� partners, sharehoklers, empiayees, rne�nbers, or agents
v�o are adtve in the managecne�t of the entity, ar an affiliate� of the entiiy has
, been d�argect wifh and convtcted of a pubik entlty aime sabsequent �a July 9�
1589.
The entily submii�ng this sw�om statement, or one or more of its of�iCers,
.. directars. euecx�tive�. parGters� sharehnlders. em�crYees� m�abers, or ag�tts
who are ac�ve in ths ma�aqement of the errtity, ar an atf�te of the en�ty has
. F � been charged with arx! convicted of a pt�lic +en�ty aime subsequent to July 1,
17
�}Wt 11-07E
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� F • 1989. Hovwver� there has been a s�sep�nt proc5eeding befare a He��ing
Qffioer of the State of Fbrida, DWision af Administtath►e Heara�s and the Final
� �der entered by the H�aring Officer determined that if was nat M put�ic Mt�est
�--} � ptace the entily st�brnitt�ng this swom statement on the oonvicted vendor �st.
} [attach a copy af tha #Inai order�
¢- � 1 UNQERSTAND THAT TH� 8UBMt8gWN OF TH1S FORM TC TME COAITRI�CTING
- a�FlC�R Ft?R THE PUBi,lC ENTITY lDENT�lED !N PARAGRAPH 1(QNEj ABOVE
� IS FOR THAT PUBUC ENTtTY ONLY ANQ, THAT THIS Ft�tM IS VAUD THR�3UGH
DECEMBER 3'{ CF THE CAL.ENDAR YEAR IN WHICH IT {S FIkED, i AL.SO
UNOERSTAND THAT 1 AM REQUIREO T�3INFORM THE PUBt,IC ENTITY PRIOR T�?
= ENTERING lNTa A CONTRACT IN EX�ESS t� THE THRESHOI.d AAAOUNT
PRQi/IDED IN SECTIGN 287.017� FLORIDA 8TATllTES POR CATEGORY TWO OF
�� ANY CHANaE IN THE 1!!iFQRMATI{�N C4NTAINED IN THIS FOR�II.
. � ,
�`"� �sl�natura]
:..� . ..
Swam ta and subscribed bafiare me this �_ day of �y .?�11.
�'ersonaity known
QR Produc�d identifk�ation f�tary Public - State of h 1 t7�' ��
, _ ('t'ype af id�d�icattor►)
` My n expire /S / 1.�
;�
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_�
(PrinEed typed ar stamp�d commission�! name notary public) ������
` � ) ��(3�1v�.�.�n�. t��.�.�t �K--�'=� *�,,.........,�y�y�
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JW 11-o7E
� � NOTICf OP AWARD
"�= TO: Amertcan Water Chemicals, Inc. .
�_f 9z03 A King Paim Drive `-`
Tampa, FL 33619
�s
, ATT: Rudy Canezo
Project: Chemicat Bid 11-07E
- Contract for Suppiying Nanofiltration Antiscalant
Town of Jupiter Utilities
�� ; Jupiter, Fbrida
;
;-
Gentlemen:
�;
�} This is to advise that you were awarded the corrtraet for the above referenced project on
June 7, 2Q11, as a resuft of your bid of � 0.765 per pound F.O.B. and Total Ann�al Cost
�� s at 2.0 MGD (F.O.B) of $9,18Q.72, submitted to the Town of Jupiter (Owner} on May 48,
'-; 2d11,
_ Two (2) sets of the Project Manual for this project ar� aitached. Each set contains an
�� � unexe.cuted agreement and #he requirement for attaching a Certificate of Insurance to
_ each set {2 sets}. Please execute at! copies of the r�ment and retum to my attentian
within fift�en (15) consecutive calendar days fr�n���.�J ZD. t� t .
} in rely
��-� Ama a Z. Bames, P.E.
Tovm of Jupiter
_..{
Assistant 6irector of Utili�es
� 19
JW 11-07E
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. �GREEIA�EM[`,:� Q____�lVTR�„�_,T_1 :
`�Ll,'�lE�l+t aY�NEftd�1D S�lPPLfER
1 , . , v�
1'HtS �CREE1u��NT is d�ted � cr� the d�y r�f � �t` � rn � ye�r
; 2011 tij� and : b�tvaeen Tc�rnm o# .�e�p�r ��#i� c�if�d 4�lVtdE�� ; �r�d Arrref�can V1Eater
i�hemic�ia, in�. (P�re'rn� cali� SUPF=LIEfi�j, C}�l1l�i�Ft and CQM'RR�TCIR, 'tn
" c�nsid�r�#io�n of ttee r�uEtua# csa�e�nf� �er+ei�er s�t fz��, a�gr�e �is folkrws: ;
� Arficie 1. VIItNtl�. ��fPPL�ER stta[t ca�ipl�� att itltorlc as sp�ecifiecl s�r: indicafed 'm
.�
the Co�tra� �umerrts. The iNor�c is gene�at�t desr�ibed as foNows:
- , ` _ ,,: ,:,
; ��t����>�����e��"����s�v�f�'�rt.; '
. � - - . - ���r�Sr�� �:.� �t'���'�ii4v� . : . � �
" � ��L'�'� .�� :�i�' �� Ul Bt�OCt�A1'1t7� 1M��'1 � {Xil1��C� S�k:i�ICEi�tO�'t5. � �3�C1S
_, include Alfst�na�tes to supply t� #�emical(sj for a three year guaranteed uni�
,_ �
prive.
,__ � The Proj�ct fic�r which #he Work uridet �he Co�t�ra�t Documents may be the whole or only
a part is g�ally �tesa�ibeci ss foNows:
,�,� _ .lVV't1•87E
`� CONTRAGT FOR SUPPLYINE".s NANOFFl..TRATION AMTISCALANT
r -� ��
,
`€ T�WN O� J�PITER UTiLI'�'�ES
` �� JUPITER, FtORIDA
:. 3
�-� Article 1, 604DS AND SERVICES. SUPPL�ER sh�afi t'umish tl�e Goods and other
� senric.es as specif�d or ind'�aifed in the Procureme�t C�cum+errts. TMe Good� �
:_ � be �umished are ger�aNy described as #oltc�ws:
�
; Towtin c�f Jup�e� U�li�ies
� �hemieaf Bid � 1-07E
;
Contract fnr Supp,fyjng Nanofiltra� AnGscalant
;
.-, Article 2. P�INT OF DELfY�RY. The ptace where the Goods are to be delivered is
�= defi�ed in the Pcocuremenf General Condi�ons as the point of delivery and
`� tl�Si�fl� �g:
�{ Tovm af Jupi�r U11a�er Treatment t'larrt
_; 174(33 Cer�tral Boul�vard
Jupiter, Ftorida 3�4v8
._ � Zo
JW 19-07E
/4rticle 3. �t)N7'RA�T TI�IIE.
- The �vvds are to be deliver� to the poir�f of delive�y and ready for
-,
dUVNER's �far� of c�etivery during the morfth of Qctober, 2E}11 as
;
Quttit�ecf` in t�a sper'.�€'icatirons, or �s ageeed an k�et�r�en tlrte Tc�nrn° at�tl
St�pPtier. Ccmt� sha� c�ntinue fioc vne ('1 } Ye�r fo Seprtember 3t1 2t712
if tt� Bas� Bi�! i�.aw�ar�ie�f or far three (3) �reatrs #o Septernber 30, 2094 i�
the Altemate B�d is awartied.
Article 4. CONTRACT PRICE.
$ 01NPIEFi shalt pay &UPPLtER for �`umishing tfie Cyoods and Speciaf
�v�ces �d fior perftrrming other servioes i� �cordar�ce wi#f� �e
.' Procuremerrt Dacume� in cucren# funds as falkrvvs:
;
qeoording to the P�oposal Uni# Price fior the Total 8ase Bid Cost F.O.R.
,� (per paund} oF #he Totai Altemate 6id Cost F.Q.B. (per paund).
�
. Article 5. PAYMENT PRQC�DURES
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�-� COIVTRACTOR shall invaice the E)�wner after delivery of ma�ertal and
,_ g ac;oeptar�ce by �wner.
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-` Paymeats made i�y #he OWNER wil{ be made wia �tect�onic Funds
,.-� Trarasf�r (EFTj. �UPPLIEI� wi11 provide the E�WNER with th� ir�forrnation
. � required �c► matc� EFT pa�ments.
` l4rticle 6. SUPPI.IER'S R�PRES�NTATIt?NS.
f
# tn onier to induce UWNER to enter Yn�o Procurement Agreemerrt
3 SUI�PLiER makes the foNowing rep�esentat�tions:
� 6.1. SUPPLIER has familisrized himself wwithh the nature and extent af th�
j Procur�t Documettts and h� given 01�UNER writttten no�ce of �II
� cor�lid5, errors or discr�pancies �# he has disc�v�red �n the
Procuremarrt Dxuments arx! the amtten res�olution thereof by OWNER is
. accep�abte �o SUPPLI�R.
; 6.2. SUPPUER has fam91'�arized hims��f with all Ioca1 conditions arKi federal,
state and loca! laws, ordinanoes, �les and regulat�ns that in any manner
. may affect the produvtion a�d d�{ivery of the Coods and fum�hing af
; Specia! �ervic�s and other s�ervioes in connection therewith.
_ 21
JW 1'E-07E
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i 6,3. St�F��'Lf�F� : dc� nat ��uire add'Etional i�t�rm�ion from Otl�1�FFE�t ta'
en�b1$ �UP�IER fa �umi�h > t�e �aod�,> Spe�ci�t services �nc� ��er
"� s�rvices ai �ie Cc�t�� �ricc�, 'witt��n #he Gon�ra�t T�� and in ac�eorda�e
.! witt� th� c�ttrer ter�� ar�d, �ndi�Qns of � Proctarerr�nt d�menfs;
,_} , , .
� ' Art3cle �, ' PFt�CU�ENI��`T DC)CUNIE�I'��,
i _ }
; ��. 1'r�at�ernt' k�urnenf� whi�h +r�ompri�e t�e efrtire agr��errt
�
b�tv�er� OV1�t�iEEt ��d'�UPPLIER stre at�ac�ed t+�� or a�ampany, i�is
._� �
Rtri��r�t A�reemen�, made � p2�rt her�f and o�nsist o� tl�e f+�Nc�wing:
= T.1. f#dvertis�metrt fvr` Bid
, � .j,
- t - - .7;,i�.'�. .i�S�ii�liJT:��'Wl�vl��. .
` �
7.3: Propvsat
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,-� 7.4. Sv�om S'�a��emertit
� 7.5. [�otice of kwatd
, 3 7.6. 'T#�is Proaat�n�nt Agreement �g� 2Q ta 23, indusive).
�
. . 7.7. �p'rnit�n of T+o�nm Attorney
{� 7.8: Pra�u►�etn�ar� Spec.►fications bearing the title
. 7'owm ofJupiter
= Chemkai B1d 11�07E
.� Confra�t t�ar- SupplYin9 Nan�lffttratidn Ar�tiscelaM
� 7.8. Supplia�r'� Proposai
�; 7.�8. At�y M�ficatians, �r�dudi�g Change Orders, duiy delivered after
` executian of this Pro�urement Agreernent.
__:
� Artlale 8. MISCELLANEC)�l$
�
` 3 8.1, Aia assi�nment by a p�rty heceta of �any rights under o� ir�terests in the
; Procuremer�# Docu�ner� wili t� binding ��nather party he�eto without
� #1�e v�r� consent of the party sought t� be bound; and sp�cifically bu#
v+�thaut limitation, mo►�eys that may become d�e and. maneys tha# ar�+e due
map not be as�igned vv�thouf swch consent {e�c�pt ta th� e�tent that the
,_: effect of this restriction may be limit�! bylaw}, and unless speci�catly
i
stat�! to the con#rary in any written consent ta an assignment, na
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JW 41-�7E
��nmet� vuili retease `c�t di��ar�ge tl� assignor frarn .any duty c�F
r�ns�bii�► und�r th� Proc�are�t��nt f3a�uments.:
`. 6.�, t?�11�NER and �UPP�.fER �a� binds hims+elf, �is p�cEners, successors,
_
'assig�s and af re ee�+er�ti�r�s to the o#her party hereta, hts p�rtner�; _,
� t�
' � - : ... . . . ' : .. . . _
�u�ss�rs, �agn� a�.d tegai r�per�sez��t�e� in r:espect t� a{� c�renartts�
� �re�rne�#s and abCigatians �ont�irt�d ir� :ti�e Prc�urem�r�t Dc��r�errts. :
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�C� �tVfThiES� �VHEREQ�, fhe partie� �tereto ha�ve �ig�d 2 Eop��s �f this �4gr�nen#. At
�! ��st one c�tmterp�r# each has b�en d�li�red ta 43�NNER and �UPPLI�R. �11( porfions
,
_' af �►e �n� C3�utnents hav� been �ig�d oc id�fied by Q11�tIVER and SUF'PU�R.
,
,.
- ' aiNl��F� _ �UPPLIER _
.� E _'.. "- ,-., . ' . � -
Tcn�t c►f Jupl�er` �
~� 210 Nliti#arryr 1`€�il , A[7�RE� � �� 1 �lt�°�
r-�
.lupiter, �L 33�58 7~� rt � �-.--
} �
' ��'�'�� 1��r� �'��'� �'� -
._ � Karen c� ka yor ,; r N�me
� (CORPORATE SEAL}.
:. 3
=-� RTTE T ATf'EST
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.,..,a .k.rJ . � �
� � Sally Boylan; ov�r lerk,,� < �£ .� � �. � �,
� �
_ �'{3Wh1 SEAL} �� ,� ��', <
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� , . . . . . ..je, . ax> � _� mi �. -
tf. :., F t� ..r2�
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' 23
JW 11-07E
�� � OPINION OF TOWN ATfQRNEY
�"; This is #o certify that t have examined the atfached Cantract Documents, tha#
after such examination, i am of the opinion that such documer�ts c�nfonn to the laws af
. the State of Florida. that the execu#ion of the Contract is in due and prop�r form, that
the representative of the respective Contracting Parties have full power and authority to
execute such Cantract on behaff of the respective Contracting Parties and that the
- foregfling agreements constittjte vatic! and binding obiigations on such parties.
�
-�; �
Thomas J. B rd, Es
�` Attomey for Town of Jupiter
�2
;..�
:}
, �
` < This theG����day of ,�,��'�—�„ .�
;#
°- 24
,1W 11-07E
TECHNICAL SPECiFICATIt3N
� FOR
NAl�1t�FILTRATIUN ANTf3CALAIVT
:�"F SCALE CONTRC?L ADDITIYE SPECiFiCATiO�t
A�. [�cr� 'on
�-= 2. 'fhis seation is solely intended for use when antisr.�lant is selected for scaling con#roi
in nanofiltration (N� applicatians and is irrtended for use by the Town af Jupiter,
�s F[orida.
<
r_�
3. The an�scalant shal{ t� speafica�ly formulat�d to inhibit the formation and growth of
{�� alkaline earth carbonate� sulfate scales, stabilize metal ions in NF applications. The
--� proposed antiscalant sfiall inhibit the depasition of coiloidat materials suc�t as, but
not tim'rted ta ciays and the hydro�ides of inetals such as a[uminum, iron and
rnanganese.
�," 4. The prvduct applied shaU t� a stabte t'ood g�ade liquid and shall not contain any
sotubte minerai or organic substance in quan�ties capable of producing deleterious
�- or injurious effects an the health of person consuming wate� that has been properly
�
treated with the prodt�#.
? w 5. The produ�t shall reasonably guard against biobgical and heavy rnetal
�...;.
contamination, and shall be fres of coMamination in the supplied container.
f F�, Submittals
- 1. The arrtiscalant supptier shall sukxnit with its Bid, the names, �Id�esses and corrtact
�� persons of rro less than five references in the United States and its Terr'�tor�es that
can verify that the scate cor�trol product is efFedive ag intended. It is required that
these references be located in the United States (preferable in Florida) in a facilit�+ of
� similar size and application, and have a minimum of one year of uninterrupted usage
�- R
in their faality.
� 2. The poterrtial bidder shall review water quatity data supplied by the Town of Jupiter
- Utilities and included in this bid pacicage (or colleet water sample(s) fram the
treatrnent plant for testing purposes) and establish the most efFective dase rate
�� based upon feeding the product neat with a feed water flow of 2,8 MGD, with a 85�0
recavery rate and a suifuric acid adjusted feed pH of 6.5. A produc� projection
indicating the minimum and a c�nservative ceco+mmended dose shall !�e provided
��' based on this information wilfi the bid. Reoommended dosages mus# not exc�d the
maximurn allowed by the State of Floricta and ANSIMSF STANDARD 60.
" 3. A�tter from the supplisr that all chemical oanstitu�ts in the praposed produck are
- suitab� for use with spirahwaund nanofiltration pafyamide thin film composife
, 25
JW 11-07E
__ synthetic membran� must be prov�led with the bid. In addition, the ietter shaN
cor�firm that the prc�pased product is suitable for use vwith sulfuric acid pretreatment.
� The proposed antisca{ant product shatl be fu{�r compa�b{e with i�dwater
__, constituents, and if present, wiN not cause precipitation of the antiscalant.
;X; 4. Cer#i�icastion by NSF Standard 60 that � propased product is suitable for use in the
__.> production of drinkimg water by nanofiitration must be provided with the bid. The
c�rtification shall include the max�num allowable dose rates. The product
- padcaging must bear the NSF cert'�'ication mark.
g 5. A cetti�ica#e of analysis for the scale oantrot additNe defining the paramefiers
outlined bebw shall be included 4n the bid. The sur.cessful vendor wilt also provide a
- cer�fica#� of analysis, which d�monstra#es conformanoe with this specification
supplied with each delivery andlor batch of material. The oertification shali indude a
minimum afi the follo�wing informatian:
' 96 Solids
� Specific Gravify
RH
`� � Appearance
Residuat Monomer Content
s� Brookfield Viscosity {cP, 25EC)
.� Date of Manufacture
Color
Odar
. At�ive SoGds
Residual Monarner Conterrt
`` � Total organic polymer content, weight °lo.
�.�
8. All submittals shall be accompanied by the Material Safety Data Sheets {MSDS) for
the product in acxx:�xdance with the Federal "Right to-Know" Regulations
�.-- implemented by the t�ccupational Safety and Heatth Adrninistration {OSHA). The
scale contral aciditive must be labeled in accordanos with OSHA Hazard
��j Communicatian Standarc! 29 CFR 1910.120Q as may be curren# and any other
�- 5 appl'�cable safety reguiation(s). The vendor must supply the MSDS that c+or�forms to
this standard, which indudes a description of and CAS number far the top fnre
:� z components over a concentration af �i %.
7. The vendor shall provide oertification that the product has a minimum shetf life of two
years and supply a product manufactured no more than 12 months prior to
- � shipment.
; ; C. Ma�rria�
_ 1. An�scalant shali be Avista V"rtec 4000, Noveon AF1025, ar approved equai.
. _ 26
JW 11-07E
2. Product Spec�cation. The product shaii carrtain the following typicai properties and
----; specific�iorts:
�°�� q����� Water white to amber, slightly hazy
:�;
z� ; ��� �7��h� a '��
��� Tcrtar soiids (�} 8s.5 � 2.0
�.` pH 4.5t2.0
;-- # Br�kfieid viscos'�ty (cP, 2S 35 (5 to 100)
`' Contamination None by visuai observation
�
Freez�g point ( -1.0
°- Boilin� poir�t { 101
Specific gravity 1.15 t .Q5
._. Sf�elf life 1 years
3. The product sl�all be in complianc;e with #he ANSIlNSF Standard 60 for Direct
{� � Additives for Drinking Water and shalt be acceptabl� for patable use in Florida by
:�
� local and state regu�atory �gencies. The product reaeivsd by Jupiter Utilit�es shai!
bear the NSF inark, ideritifyir�g number� product trRde designation and name,
{-r; address and #etephone number of the manufac�r,.irer or supplier and be
i��? acaompanied by a produd anatysis for that particular batch of chemical. Both the
manufacturer and the supplier shatl be listed in the index of the ANSI/NSF Standard
;� � 60 cornpani� and shall comply wi#h ISO 9001, 9002 or 90�3 qual�ty systems
'�-= standards throughout the contract �cwd.
4. The product manufacturer shall seat alf drums. Any tampering with the sea! and/or
- the label identfier markings shall be cause for rejection of delivery and termination of
the Corrtract. Product stabili#�r shall be such that storage in plastic or poly-lined
�: drums for 92 mor�ths will nat affe�t c�ompliance wwithh these product speclfc•�at�ns.
a� pocumentation of shelf life for each procfuct shall be submitted to TaMm.
�, The perc�rrtage of #f�e flnal neat concer�h�at�on of tf� active ingredient(s) for
���� antiscalant in the produat shail be submitted. The Town shali be infarmed of any
proposed change ta the formu�tion.
�-- S. Required mixing to maintain a cnnsistent canoentration of the a�larit tn a day
tank will not be deemed ac�eptabie.
-- 7. Antiscatant perFormanoe wi0 be measured by mass balance of sparingly soluble
salts in the NF application, the rate of productivity dedine and/or membrane
�_... 27
JW 19-47E
_. autopsy. These tests will be perfam�ed by Tc�wn, i� required, or by a certified
iaboratory to determine acceptable perFormance shau� the material be suspec#ed of
causing dete�ious irnpa�t to the NF of sparingly saluble salts in the NF applic�tion
_, and productirrt�► decline rai�es no gr�ater than 15-percent be#ween annual c�emical
cleaning events. Productivity wiil be measured by temperature corrected specific flux
�"�A' in gaUsf-day-psi.
� 8. Use of antiscalant is accordance wi#h the membrane supplier's reoommendations
shail not viotate membrane manufacturer's warrantjr.
�, D. Qefiverv
�--� 1. Arrtiscalant supplier shatl supply a sufficient quar�tity of antiscalar�t chemical to the
Town for one (1 } year operation af the membrane proc�ess treins.
- 2. [�livery shall be on an as needed basis in minimum amounts of 10 drums, 55
gallons each (ptastic){average 500 tbs. per drum) for a total delivery estimate of
{ s 5��QQ pounds. Deliver�es shaN be comp�#sd within 3 weeks of oRler ptaoement
v�- and delivered in a trudc equipped with a i'rft gate. Drums shail be shipp�l on pallets.
Order quantities may vary in agreement with vendor and Jupiter Utifities. Detiveries
shall be made by appointment and the supplier shail fax in advance a oapy of the
�- trudc driver's licsnse.
: r.,
$� 3. Any vendor d'�stribufing a product not dirediy manufadured by the vendor mus
�:
'�: supply verification from the product rnanufacturer that they are authorized to do sa
for the entire duration af the c�ntract. ff awarded, no substitutions are allowed.
-.- 4. In case of emergency regarding the an�st;atant pr�uc.t, the vendor shall be required
fo provicie technical on-site assistanoe within twenty-four (24) haurs of notification af
such need. To insure that �is raequirement can be met, it is further speci�ed that the
`� ,` vendor sha11 have a quaNfied technicai service representative residi�g in the State of
Fforida throughout the contract period, ar othenwise guarantee, in writing, the 24-
hour on-si�e assistance.
� 5. Any material that arrivas cloudy in appearanoe or suspect in natur� or is proven to
be below the qualii�r required by the product speci�c:ations, Jupiter Utilities reserves
��-� the right to reject that shipment The reje�ted materials shall be removed by the
vendor at the vendar's expense. Tise vendor shall then replace the rejeated materiai
with satisfac�ary materiai or credit the Town af Jupiter with the full delivery price of
- the rejec�d material. Dispasitian of materiat shall be determined as soon as
_ passible and inspection of the batch will be made at �e fiirne of the �inding for any
�� other dn,ims that are susped. Immediate deiiveries may be required to substitute fot
°j the suspect mate�l. Jupiter Utiiities is obiigated to pay far any usable product
meeting these technical specifications. All other material sent by the vendor
�emains the responsibility of the vendo� to remove from Jupiter Facilities.
:;
._ 28
_ JIN 11-07E
+
��
Bomgar Corporation
Professional Services Agreement
Effective Date: 10/28/2011
This Professional Services Agreement (the "A�xeement") is made and entered into as of the Effective Date between Bomgar
Corporation, with a principal place of business at 573 Highland Colony, Suite 300 Ridgeland, MS 39157 ("Vendor"), and
The Village of Tequesta, with a principal place of business at 345 Tequesta Dr. Tequesta FL, 33469 ("Customer").
WHEREAS, Vendor is in the business of, among other things, providing hardware, software, and consulting
services to a variety of customers, and
WHEREAS, Customer desires to have Vendor provide professional services related to the Products under the terms
and conditions set forth herein and the attached Statement of Work(s).
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein, Customer and
Vendor hereby agree as follows:
l. Definitions
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the
following meanings:
"Confidential Information" means any information, written or otherwise, disclosed in any medium by one pariy to
the other under this Agreement and marked as "Confidential" or, if disclosed orally as being confidential, then followed by a
written summary of such Confidential Information from the disclosing party to the receiving party within thiriy (30) days of
such oral disclosure. However, Confidential Information shall not include any information that: (a) is or becomes a part of
the public domain through no act or omission of the other party or otherwise available to the public other than by breach of
this Agreement; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the
other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party
without restriction on disclosure; or (d) is independently developed by the other party without reference to the Confidential
Information.
"Customer Technolosv" means the materials and technology owned or controlled by Customer, as set forth in the
Statement of Work, which Vendor reasonably requires to perform the Services.
"Deliverables" has the meaning given in the applicable Statement of Work.
"Vendor Technoloev" means Vendor's proprietary information and materials in software tools, computer programs
and their documentation, computer languages, methods, methodologies, algorithms, databases, mechanical and electronic
hardware and electronic components.
"IP Ri ts" means patents (if any), copyrights, tradernarks (including service marks), and trade secrets, whether
registered or unregistered, and including any application for registration of any of the foregoing and all rights or forms of
protection of a similar nature of having equivalent or similar effect to any of these, which may subsist anywhere in the world.
"Products" means the hardware products sold or the software licensed to Customer by Vendor.
"Services" means the services described in the Statement of Work.
"Statement of Work" means the description of the Services and Deliverables to be provided hereunder from time to
Bomgar Professional Services Agreement v.l 1
4
time, which may include single or multiple Statements of Work.
2. Professional Services
2.1 Vendor will provide to Customer the Services that are described in a Statement of Work attached hereto
under the terms and conditions of this Agreement. Such Statement of Work may be amended or modified by supplementary
work orders agreed to in writing by both parties hereto and attached to the Statement of Work, and thereafter, the Services
shall be deemed to include the services described in such supplementary Statement of Work.
2.2 Vendor will provide such resources and utilize such employees and/or contractors as it deems necessary to
perform the Services. The manner and means used by Vendor to perform the Services desired by Customer are in the sole
discretion and control of Vendor and its agents. All work shall be performed at Vendor's designated facilities (which may
include the facilities of Vendor's contractors) unless otherwise mutually agreed in the Statement of Work.
2.3 Customer agrees to provide Vendor with the Customer Technology for the purpose of performing the
Services.
2.4 Vendor shall use commercially reasonable efforts to meet the project schedules and time of performance of
Services set forth in the Statement of Work, and Customer agrees to cooperate in good faith to allow Vendor to achieve
completion of Services in a timely and professional manner. Customer understands and agrees that Vendor's provision of the
Services may depend on completion of certain Customer tasks or adherence to Customer schedules within Customer's
control; consequently, the project schedule, time of performance, and Services may require adjushnents or changes in the
event such Customer tasks or schedules change, are modified, or are not completed as anticipated.
2.5 In performing the Services, Vendor shall design, develop and/or make for Customer the Deliverables as
required in the Statement of Work. Vendor shall use commercially reasonable efforts in order to ensure that the Deliverables
meet the specifications, if any, set forth in the Statement of Work for such Deliverables.
2.6 Except as set forth in a Statement of Work, Vendor is not providing or licensing to Customer any existing
Vendor software programs or products pursuant to this Agreement.
3. Services Fees and Ex�enses.
3.1 For the Services and Deliverables provided by Vendor, Customer agrees to pay Vendor the fees set forth in
the payment description of the Statement of Work and any supplementary Statement of Work agreed to by Vendor and
Customer (pursuant to Section 2.1). Customer also shall reimburse Vendor for pre-approved (in writing) actual, reasonable
travel and out-of-pocket expenses incurred, as set forth in the Statement of Work or otherwise approved by Customer in
writing, for any Services that must be performed away from Vendor's facilities.
3.2 The amounts payable to Vendor pursuant to this Agreement are exclusive of any sales or use or other taxes
or governmental charges. Customer shall be responsible for payment of all such taaces or charges, except for any taxes based
solely on Vendor's net income.
4. Invoicin� and Payment. Vendor shall invoice Customer for fees and owing and expenses. All invoices shall be due
and payable when invoiced, and shall be deemed overdue if they remain unpaid thirty (30) days after they become payable.
Overdue amounts shall accrue interest at the rate of 1.5 percent per month, or at the highest legal interest rate, if less.
5. Intellectual Propertv Ri ts.
5.1 Customer agrees to obtain for Vendor and its employees and contractors the right to use, for the purpose of
performing the Services and preparing the Deliverables, such third party information, materials and technology, and the IP
Rights therein, as Vendor reasonably requires in order to perform the Services and/or prepare the Deliverables. Customer
represents that, to the extent Customer provides any Customer or third party IP Rights hereunder which are incorporated in
the Deliverables or cover such Customer Technology, it has obtained all necessary permissions, licenses, and consents and
has the authority to provide such technology.
Bomgar Professional Services Agreement v.l 2
d
5.2 Except as otherwise set forth herein, neither this Agreement, nor the provision of Services hereunder, shall
give either Vendor or Customer any ownership interest in or rights to the IP Rights of the other party. All IP Rights that are
owned or controlled by a party at the commencement of this Agreement shall remain under the ownership or control of such
party throughout the term of this Agreement and thereafter.
5.3 Except for Customer's IP Rights and Customer Technology, Vendor shall own and have all right and title
in all materials delivered by Vendor to Customer in connection with its performance of the Services hereunder. Supplier
does, however, grant Customer an irrevocable, non-exclusive, world-wide royalty-free license to use the materials delivered
by Supplier in connection with its performance hereunder. Nothing contained in this Agreement shall restrain Vendor or its
personnel in the use of the techniques and skills of computer operation, system design and programming acquired in the
performance of the Services hereunder, and Vendor retains the unrestricted right to use, copy and authorize others to use any
material developed by Vendor hereunder, provided that Supplier may not disclose any of Customer's Confidential
Information.
6. Limited Warranties and Exceptions.
6.1 Vendor warrants that the Services provided hereunder will be performed in a professional manner
consistent with the quality of Vendor's performance of services for similar types of engagements.
6.2 In order to receive warranty remedies, deficiencies in the Services must be reported to Vendor in writing
within the time period set forth in the Statement of Work, which in no event shall exceed sixty (60) days from the date of
completion of Services under such Statement of Work. Customer shall not make any additions, deletions or modifications to
the Deliverables except as specifically set forth in the Vendor documentation or as authorized in writing by Vendor.
Unauthorized modification of the Deliverables shall cause immediate termination of any applicable warranty as established
above. Customer's sole and exclusive remedy for the warranties provided in this Section shall be to have the deficiencies
remedied or to receive a refund of the pro rata amount of the fees allocable to such Services, at Vendor's option.
6.3 THE WARRANTIES SET FORTH IN THIS SECTION 6 ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED
WARRANTIES CONCERNING THE SERVICES OR THE DELIVERABLES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED TO THE
FULLEST EXTENT PERMISSIBLE BY LAW.
7. Limitation of Liabilitv
7.1 IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS ARISING FROM OR RELATED TO
THE BREACH OF THIS AGREEMENT, EVEN IF VENDOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN THE EVENT ANY
REMEDY FAILS OF ITS ESSENTIAL PURPOSE, VENDOR'S LIABILITIES UNDER THIS AGREEMENT, WHETI-IER
UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO
EXCEED THE AMOUNT ACTUALLY RECEIVED BY VENDOR PURSUANT TO THE APPLICABLE STATEMENT
OF WORK.
8. Confidentialitv
8.1 By virtue of this Agreement, each party hereto may disclose to the other parly information that is
Confidential Information. Such Confidential Information shall be governed by the terms of this section and shall supersede
any previous agreements relating to the subject matter of this Agreement and any Confidential Information exchanged under
such previous agreements shall be treated as though it was exchanged under this Agreement as of the date of such exchange.
8.2 Each party agrees, for the term of this Agreement and five (5) years after its expiration or termination, to
hold the other party's Confidential Information in confidence, not to disclose such Confidential Information to third parties
Bomgar Professional Services Agreement v.l 3
�.
not authorized by the disclosing party to receive such Confidential Information, and to disclose such Confidential
Information only to its employees and contractors with a need to know such Confidential Information and who have the
obligations of confidentiality not to use such Confidential Information for any purpose except as expressly permitted
hereunder. Each party agrees to take reasonable steps using at least the same degree of care that it uses to protect its own
Confidential Information, but no less than reasonable care, to protect the other party's Confidential Information to ensure that
suoh Confidential Information is not disclosed, distributed or used in violation of the provisions of this Agreement. The
foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information
is required to be disclosed by the receiving party as a matter of law or by order of a court, provided that the receiving party
uses reasonable efforts to provide the disclosing party with prior notice of such obligation to disclose and reasonably assists
in obtaining a protective order therefor.
8.3 Within fifteen (15) days after the party's receipt of the other pariy's written request for the return of
Confidential Information, or the completion of the Services hereunder, all of the other party's Confidential Information and
all copies thereof in the party's possession or control shall be returned to the other pariy or destroyed by the party at the other
party's instruction. The party shall then certify the same in writing and that no copies have been retained by the party, its
employees or agents.
8.4 Nothing in this section shall limit either party's right to independently develop information, materials,
technology, or other products or services for itself or for others which may compete with the other party or which may be
similar to the Confidential Information, as the case may be, so long as no unauthorized disclosures have been made by the
party during the term of the confidentiality obligation. Subject to the limitations placed on Vendor by the confidentiality
provisions of this Agreement, Vendor may in its sole discretion develop, use, market, license, offer for sale, or sell any
soflware, application, or product that is similar or related to that which was developed by Vendor for Customer hereunder.
8.5 Subject to Vendor's compliance with the confidentiality provisions stated herein, nothing in this Ageement
shall restrict or limit Vendor, its employees, or its contractors from performing such services to any other entity in any
industry. Customer agrees that Vendor, its ernployees, and its contractors may provide services similar in nature to the
Services for any third parties both during and after the term of this Agreement.
8.6 This section is subject to the Florida Public Records Laws, Chapter 119 of the Florida Statutes.
9. Term and Termination
9.1 This Agreement commences on the Bffective Date and, unless terminated earlier pursuant to the terms of
this Agreement, shall continue in force until completion of the Services. .
9.2 This Ageement may be terminated by either party upon thirty (30) days prior written notice if the other
party materially breaches or fails to perform any material term hereof and the breaching party fails to cure such breach within
the thirty (30) day period.
9.3 Each party's obligations under Sections 4,6,7,8,9, l l,and 12 of the Agreement shall survive termination or
expiration of the Agreement.
10. Independent Contractors. Vendor shall perform the Services as an independent contractor, and nothing contained in
this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent or employment relationship
between the parties. Neither party shall take any action or permit any action to be taken on its behalf which purports to be
done in the name of or on behalf of the other party and shall have no power or authority to bind the other party to assume or
create any obligation or responsibility express or implied on the other party's behalf or in its name, nor shall such party
represent to any one that it has such power or authority.
11. Governin� Law. This Agreement shall be construed in accordance with the laws of the United States and of the State
of Florida, applicable to contracts entered into and solely performed therein, without regard to that body of law pertaining to
conflicts of law. The parties agree that venue shall be in Palm Beach CounTy, Florida should any dispute arise between them.
12. Miscellaneous
Bomgar Professional Services Agreement v.l 4
�.
12.1 Notices. All notices required to be given hereunder shall be given in writing and shall be delivered either by
hand, by certified mail with proper postage a�xed thereto, or by facsimile (with confirmation copy sent by certified rnail)
addressed to the signatory at the address set forth above, or such other person and address as may be designated from time to
time in writing in accordance with this section. All such communications shall be deemed received by the other party upon
the earlier of actual receipt or actual delivery.
12.2 Severabilitv. If any term or provision of this Agreement is determined to be invalid or unenforceable for
any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to extent possible. In any
event, all other terms and provisions shall be deemed valid and enforceable to the maximum extent possible.
12.3 Force Majeure. Neither party shall be responsible for any delay or failure in performance of any part of this
Agreement to the extent that such delay or failure is caused by fire, flood, explosion, wax, embargo, government requirement,
civil, or military authority, act of God, act or omission of carriers, or other sunilar causes beyond its control.
12.4 Assi ng ment. Customer's rights and obligations under this Agreement may not be assigned or transferred
(including by operation of law) without the prior written consent of Vendor and any unauthorized assignment or transfer shall
be null and void. Vendor may assign the Agreement or any of its rights and obligations under the Agreement to an affiliate or
third party, which assignment shall become automatically effective upon assignment. In the case of any permitted assignment
or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the
benefit of, the parties and their respective successors, executors, heirs, representatives, administrators and permitted assigns.
12.5 Export Administration. If any Deliverables are for use outside the U.S.A., Customer agrees to comply fully
with all relevant regulations of the U.S. Department of Commerce and with the U.S. Export Administration Act to assure that
such are not exported in violation of United States Law and to comply fully with any other regulations or laws relating to
such export or import into another country. Customer shall be responsible for any duties, customs charges or other taxes or
fees relating to such export.
12.6 Entire Ag�eement, Amendments, Modifications. Or Supplements. This Agreement and written documents
referenced constitute the entire Agreement of the parties superseding and extinguishing all prior agreements or
understandings, representations or warranties, relating to the subject matter hereof. Amendments, modifications, or
supplements to this Agreement shall be permitted, provided all such changes shall be in writing signed by the authorized
representatives of both parties, and all such changes shall reference this Agreement and identify the speci�ic articles or
sections of this Agreement that is amended, modified, or supplemented. Customer represents and acknowledges that, in
entering into this Agreement, it did not rely on any representations or warranties other than those explicitly set forth in this
Agreement. CUSTOMER HEREBY AGREES THAT ANY VARYING OR ADDITIONAL TERMS CONTAINED IN
ANY PURCHASE ORDER OR OTHER WRITTEN NOTIFICATION OR DOCUMENT ISSUED BY CUSTOMER IN
RELATION TO THE PRODUCT LICENSED HEREUNDER SHALL BE OF NO FORCE OR EFFECT.
12.7 No Waiver. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver
of such provision or the right of such party to enforce such provision or any other provision.
12.8 Insurance. Vendor shall obtain and/or maintain during the term of this Agreement commercial
general liability insurance with minimum coverage of One Million Dollars ($1,000,000) combined single limit per
occurrence for bodily injury and/or tangible properly damage. In addition, Vendor shall maintain ernployer's liability
insurance in a minimum amount of One Million Dollars ($1,000,000), as well as worker's compensation insurance in an
amount satisfying applicable laws. Vendor shall name Customer, its parent, subsidiaries and aff'iliated corporations as
additional insureds on the general liability insurance required hereunder, which insurance policy shall cover risks of
loss, damage to tangible property, death or bodily injury associated with the performance of Vendor's obligations under
this Agreement. Upon request, Vendor shall provide Customer with proof of the acquisition of all of the insurance
coverages required hereunder in the form of one or more Certificates of Insurance.
12.9 Solicitation. Each party agrees not to actively solicit for employment any employee or representative
of the other parly who performed the Services hereunder during the term of the project and for a period of one year
following the date of termination of the project without the prior written consent of the other party.
Bomgar Professional Services Agreement v.l 5
i �
12.10 No Third Partv Beneficiaries. Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any party other than the parties hereto and their respective corporate affiliates, executors,
heirs, representatives, adminisixators, successors and assigns, any rights or remedies under or by reason of this Agreement.
Accepted And Agreed To:
Bomgar Corporation
SIGNATURE: NATURE:
NAME: e yt,� NAME:
TITLE: � G � T ITLE: _
�
DATE: � t., L• � l„ DATE:
Bomgar Professional Services Agreement v.l (
TM Bomgar Corporation
578 Highland Colony Parkway Keith Pagel
Paragon Center, Suite 300 . � _
Ridgeland, MS 39157
Phone 770-407-1865 08703/2017
Fax 1-866-550-1377
Quote � Order Form - e I..
8-201108-37854
e.- . �-�� . ■
Brad Gomberg 345 Tequesta Dr.
Village of Tequesta Tequesta, FL 33469
345 Tequesta Dr. United States
Tequesta, FL 33469
United States
`Must match shipping address on pwrchase order (if applicable)
e � . . . .
1 BomgarB200 $1,995.00 $1,995.00
2 Bomgar License (Standard Edition) $1,995.00 $3,990.00
1 Bundle Discount $(990.00) $(990.00}
1 Annual Maintenance $0.00 $0.00
Total: $4,995.00 USD
Shipping Contact
Name: Brad Gomberg
Phone: (561) 768-0554
Email: bgomberg@tequesta.org
DNS Name (ex. support.mydomain.com): ie�r�cJ7'c �-nn,�.P���. G r��
Payment Method
�I wish to pay using an attaehed P.O. (subject to credit approval and acceptance)*
* All payments due within thirty (30) days of invoice.
❑ I wish to pay by Credit Card*
*I authorize Bomgar Corporation to charge my credit card the amount shown above.
*Please do not process a check or electronic transfer for payment until you have received an invoice.
Agreed and Accepted:
Signature �'� Date tA��G/a�
� r ' G�� -'?��° �6 9 7
Title�_ V I��Q �t� �lld-Q 2le Fax# 5
Quote Expirat on Date: 08/31/2011
Renewai Date: 09/01/2012
The purchase and use of the licenses and products described herein are subJect solely to the standard terms and conditions of the Bomgar End User
License Agreement (the "BOmgar Standard Terms and Conditions") located at htto://www.bomgar.com/eula.htm , the 8omgar Professional
Services Agreement (the "PSA") located at htto://www.bomaar.rnm/osa.htm and the Bomgar Analytics End User License Agreement located at
htto://www.bomaar.mm/analvtics-eula.htm which are incorporated herein by reference. The Bomgar Standard Terms and Conditians and this
Quote/Order Form are collectively referred to as the EULA. By signing this Quote/Order Form you are agreefng that you have read and agreed to
the terms and conditions of the EULA and PSA. The terms of the EULA and PSA may only be modifled as provided therein.
In the event that you are purchasfng a Bomgar Virtual Appliance, you agree that you meet the necessary requirements outlined in the Bomgar Virtual
Appliance Requirements which are located at htto://www 6omaar.com/resources/Virtual-AOOliance-Reauir m n ndf.
The pricing for the licenses, products, and services described in this Quote/Order Form is valid unti108/31/2011.
If this Quote/Order Form (s not executed and accepted before 08/31/2011 the quote shall automattcally terminate and is null and void. Pricing
subject to sales taz and shipping charges where applicable. Maintenance fees are prorated based on the effective date of the agreement and
are therefore subject to chan9e. All prices are in U.S. doilars. Customer is responsible for all sales, use, and VAT taxes and any related import fees.
1
� BOMGAR
END USER LICENSE AGREEMENT
TERMS AND CONDITIONS
..
THIS BOMGAR END-USER LICENSE AGREEMENT (this "Agreement") is entered into as
of the date (fhe "EffectYVe Date"j specified in the Order Form referencing the Software, between
Bomgar Corporation, a Mississippi corporation ("Licensor"), and the individual or entity set forth in
the Order Form ("Cu"stomer"). Customer enters irrto and accepts this Agreement and the terms and
conditions hereof as of the Effective Date by (i) Customer's acceptance at the log-in or other screen for
such purpose, (ii) use of the Software, or (iii) signing the Order Form.
In consideration of the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
License. Subject to the terms, conditions, and limitations set forth in this Agreement, including
the payment of the License Fee, and except as expressly provided herein, Licensor hereby
grants to Customer a limited, non-exclusive, non-transferable, non-sublicenseable, non-
proprietary Object Code License to do the following: (a) solely in support of the internal
business activities of Customer, install, use, and execute the Software for concurrent use by the
number of Log-In Users as Licenses granted on the Order Form (for example, one License
would allow one Log-In User at a time) for the Software licenses; (b) use the Documentation
only for the purpose of installation and use of the Software; and (c) make one back-up copy of
the Software and Documentation solely for archival purposes. The License granted hereunder
does not include any other rights except as expressly specified herein. Any use or copying of
the Software or pocumentation not expressly authorized hereunder is prohibited and a breach
of this Agreement. All Third Party Software is licensed to Customer in accordance with a
separate license agreement(s) included with the Software, listed in the Documentation or
available at http://www.bomgar.com/�,pl.htm. Customer agrees to abide by all of the terms and
conditions of such Third Party Softwaxe license agreements, and a breach of any such
agreement will be considered a rnaterial breach of this Agreement. To the extent that any such
Third Party Software license terms conflict with the rights granted to Customer hereunder or
the restrictions imposed on Customer hereunder, such license terms sha11 control over the
conflicting provision of this Agreement solely with respect to such particular Third Party
Software. If Licensor or its licensors include additional or revised Third Party Software in a
later release of any Software (or Third Party Software therein), Licensor may, upon notice via
email or otherwise (such as through release notes} to Customer's designated maintenance
contacts or other designated contact, modify or add license terms for such software as
necessary to comply with any requirements of the licensor(s) of such Third Party Software.
Except as specifically permitted in this Agreement, Customer shall not directly or indirectly (i)
use any Confidential Information to create any software or documentation that is similar to any
of the Software or pocumentation; (ii) encumber, transfer, rent, lease, time-share or use the
Software in any service bureau arrangement or for the benefit of any third party; or (iii) copy
(except for archival purposes to the extent perxnitted in Section 1(c)), distribute, manufacture,
adapt, create derivative works of, translate, localize, port or otherwise modify the Software or
permit or suffer any third party to engage in any of the acts proscribed in clauses (i) through
(iii). Except as expressly provided in the Order Form, Customer represents and warrants that
� each Log-In User is an employee or agent of Customer. Customer shall be liable for any failure
by employees, agents or third party contractors to comply with the terms of this Agreement.
Any reference to "sale" herein with respect to the Software or pocumentation shall mean the
License hereunder.
2. Maintenance Services. (a) Maintenance Period. Unless otherwise provided on the Order Form,
Customer will be required to purchase Maintenance Services for a period of one year from the
Effective Date (the "Maintenance Period"). All Maintenance Services are provided by Licensor and
not third parties. Licensor may offer, and Customer may purchase, extended annual coverage
Maintenance Services for Customer's use after the termination or expiration of the Maintenance
Period. In the event that Customer has previously existing license(s) to the Software, Licensor may
prorate the fee for the Maintenance Services in order to coordinate the renewals of a11 of the
Customer's Maintenance Services. After the Maintenance Period, Customer and Licensor may agree
to extend the Maintenance Period upon the payment by Customer to Licensor of the applicable
Maintenance. Services fee then in effect. In the event that Customer elects not to extend the
Maintenance Period and later seeks to reinstate such Maintenance Services, it will be in Licensor's sole
discretion whether ta reinsta.te such Maintenance Services and on what terms. A 10°fo reinstatement fee
of Customer's current annual maintenance cost may be chaxged prior to reinstatement of maintenance
services. Maintenance Services can not be limited to certain Log-In Users; therefore, if Customer
wants to have Maintenance Services for any Log-In Users under this Agreement then it will be
required to have Maintenance Services for all Log-In Users under this Agreement. Maintenance
Services may be terminated for convenience upon thirty (30) days prior written notice to Licensor
without refund for any prepaid services. (b) Sco�e ofMaintenance Services. Unless otherwise provided
in a Customer Services Plan between Licensor and Customer, the Maintenance Services shall be the
services specified on Licensor's website at �://www.bom�ax.com/maintenance.htm or such other
webpage of which Licensor shall notify Customer by email to Customer's email address. (c)
Limitations. Maintenance Services do not include onsite service visits by Licensor at Customer's
location. Licensor may perforxn services other than the Maintenance Service(s) as requested and
approved by Customer and to the extent agreed upon by Licensor. In exchange for such additional
services, Customer agrees to pay Licensor its normal hourly rates then existing for such services. In
addition to the hourly rates, Customer shall reimburse Licensor for shipping, travel, living, and out-of-
pocket expenses reasonably incurred in conjunction with the rendering of additional services
hereunder. (d) Designated Customer Personnel. Customer shall provide prior written notice to
Licensor in the event there any restrictions on whom Licensor may interface with in providing
Maintenance Services to Customer.
3. Title. (a) Title to Software and Documentation. All right, title, and interest in and to the Software
and the Documentation, including, without limitation, the media on which the same are furnished to
Customer, are and shall remain the sole and exclusive property of Licensor; provided, however, that
Licensor claims no right in the Third Party Software, and the same is owned exclusively by the
licensor(s) of the Third Party Software. Except for the License, Customer acknowledges that no right,
title, or interest in or to the Software or the Documentation is granted pursuant to this Agreement, and
no such assertion shall be made by Customer. (b) Title to U,�, ades. All right, title, and interest in and
to any Upgrades to the Software or pocumentation are and shall remain the sole and exclusive
property of Licensor. (c) P�Oprietar;v Materials. Customer acknowledges that the Software and
Documentation axe works copyrighted under United States federal copyright law and protected by
other intellectual property rights and embody valuable confidential and secret information of Licensor,
2
Confidential
Bomgar Corporation EULA 6.1.10
� the development of which required the expenditure of considerable time and money by Licensor.
Except as expressly provided in a Third Party License Agreement or by law, Customer shall not in any
manner or under any circumstances use, copy, modify, enhance, merge, reverse engineer, reverse
assemble, decompile, or in any way alter the Software, Hardware or pocumentation or any copy,
adaptation, transcription, or merged portion thereof or otherwise attempt to derive Source Code
therefrom; provided, however, that, if any applicable laws (such as national laws irnplementing EC
Directive 2009/24) expressly give Customer the right to perform any of the aforementioned activities
without Licensor's consent, Customer shall, before exercising such right, notify Licensor of its intent
to exercise any such rights and only exercise such rights if Licensor has not, within twenty (20)
business days after Licensor's receipt of such request, agreed to provide Customer with the result
which Customer would otherwise have obtained by exercising such rights (in which case Customer
shall pay Licensor its then-standaxd rates for such work). Customer shall not permit or suffer any
person to remove any proprietary or other legend or restrictive notice contained or included in any
material provided by Licensor, and Customer shall not permit or suffer any person to reproduce or
copy any such material except as specifically provided in this Agreement. Customer agrees to
maintain any and all of Licensor's copyright, trademark, and other notices on the Software and
Documentation and shall reproduce such notices on any and all copies, in whole or in part, thereof
(which copies may only be made as expressly permitted herein). Customer understands and agrees that
the Software may be protected by devices, including but not limited to, key codes and password
protection that disables use of the Softwaxe except in accordance with the uses allowed hereunder.
Customer will not attempt, directly or indirectly, to disable, bypass, or defeat such devices. Customer
will not take any action that jeopardizes Licensor's proprietary rights or acquire any right in the
Software or the Confidential Information. Licensor will own all rights in any copy, translation,
modification, adaptation, or derivation of the Software or other items of Confidential Information,
including any improvement or development thereof. Customer will obtain, at Licensor's request, the
execution of any instrument that may be appropriate to assign these rights to Licensor or perfect these
rights in Licensor's name. (d) Secure Handling and Ins e�. Customer shall keep the Software and
the Documentation on its premises, safe and secure and preclude unauthorized persons from having
access thereto. Customer hereby permits Licensor reasonable access to all premises where the
Software may be installed or used, during normal business hours, and upon reasonable notice in order
to inspect the Software and to confirm compliance with the terms hereof. (e) Third Partv Access.
Customer shall not allow any third party to have access to the Software without Licensor's prior
written consent. (� Remote Information. Customer hereby acknowledges and agrees that Licensor may
verify Customer's licensed use of the Software through online verification procedures which may
include gathering product information (e.g. Bomgax product, Bomgar version, Bomgar Box host) and
Session/Connection Type (e.g. OS version, Jumpoints, Bomgar Customer application information and
timestamps). In addition, Customer acknowledges that the Softwaxe provides for trouble support
notification to Licensor in the event of a Soflware failure.
4. Fees and Pa�ments. (a) Fees. Customer shall pay to Licensor the License Fees, any applicable
Maintenance Services fees, and other charges and expenses set forth in the Order Form. The License
Fees shall be paid in U.S. Dollars unless otherwise specifically agreed in writing by both parties. For
any fees payable after completion of the delivery and/or installation obligations hereunder (e.g.,
Maintenance Services fees), Licensor may modify such fees at its discretion upon notice to Customer
at least sixty (60) days prior to the due date of such fees. If no payment terms are set forth on the
Order Form, Customer shall make payment upon the earliest of receipt of any invoice or delivery of
the Software. Customer shall pay for all additional services provided and costs incurred by Licensor
3
Confidential
Bomgar Corporation ELJLA 6.1.10
� which are not described herein on a time-and-expenses basis in accordance with Licensor's then
standard rates as established by Licensor from time to time. All such payments shall be paid in full
when due, without right of deduction or set-off. (b) Past-Due Char es. Customer agrees to pay a
charge for any amounts that are more than thirty (30) days past due at the rate of the lesser of (i) one
and one-half percent (1.5%) per month or {ii) the greatest rate allowed by law. In addition, Licensor
may (i) terminate the Customer's ability to purchase additional Licenses or Haxdware while charges
are past due, and/or (ii) terminate Customer's use of the Software as provided herein. (c) Taxes. All
fees paid or payable to Licensor are exclusive of any federal, state, or local excise, sales, use,
intangible, import charges, value added, or other taxes, duties or similar assessments imposed with
respect to the Software, Documenta.tion, Hardwaxe, and/or the services provided hereunder. Customer
is solely responsible for the payment of any and a11 taxes resulting from this License, the use of the
Software, Hardware, or this Agreement, except for any federal, state, or local income t� imposed on
Licensor in connection with revenues associated with this Agreement. Customer hereby agrees to hold
harmless Licensor from and against any and all claims and liabilities arising from Customer's failure to
report or pay any such taxes, duties or similar assessments if any and to promptly pay any such taxes,
duties or similar assessments that may become due.
5. Deliverv and Customer's Obli at� ions. Licensor will deliver the Softwaxe to Customer at Customer's
e-mail address indicated on the Order Form. Any Haxdware will be shipped, at Customer's expense, to
Customer's shipping address as shown on the Order Form. The Software will be deemed conclusively
accepted by Customer upon the eaxlier of (a) actual use by Customer or (b) thirty (30) days after the
delivery of the Softwaxe to Customer. Except to the extent otherwise set forth in a written agreement
between Customer and Licensor, Customer sha11 be solely responsible for the implementation,
configuration, and operation of the Software, including but not limited to; a11 of the cost and expense in
obtaining and preparing the site and any hardware for the Software. Customer may not insta.11 or use
the Softwaxe on any hardware or other computer system/network environment not configured and
conforming to Licensor's specifications.
6. Disclaimer, and Limitation of Liabilitv.
(a) DISCLAIMER. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE SOFTWARE
AND SHALL AT ALL TIMES USE THE SOFTWARE IN COMPLIANCE WITH ALL
APPLICABLE LAWS. THE SOFTWARE, DOCUMENTATION, HARDWARE, UPGRADES,
AND SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE"
BASIS ONLY, AND LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, REGARDING OR RELATING TO THE
SAME, OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO CUSTOMER
PURSUANT TO THIS AGREEMENT OR OTHERWISE. TO THE MAXIMUM EXTENT
ALLOWED BY LAW, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WA�RRANTIES,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH
RESPECT TO SAID MATERIALS OR THE USE THEREOF. LICENSOR DOES NOT WARRANT
OR REPRESENT THAT THE OPERATION OF THE SOFTWARE, HARDWARE, OR UPGRADES
WILL BE UNINTERRUPTED OR ERR.OR FREE, OR THAT ANY DEFECTS IN THE
SOFTWARE, HARDWARE, UPGRADES, OR DOCUMENTATION, ARE CORRECTABLE OR
WILL BE CORRECTED. LICENSOR SHALL HAVE NO RESPONSIBILITIES OR LIABILITY
FOR INCORRECT DATA OR IN�ORMATION INPUTTED INTO THE SOFTWARE OR FOR
ERRORS 1N OUTPUT, CALCULATIONS, OR RESULTS CAUSED BY THE SAME OR THE
4
Confidential
Bomgar Corporation EULA 6.1.10
� HARDWARE OR THIRD PARTI� SOFTWARE. LICENSOR DOES NOT WARRANT THAT
THERE ARE NO DISCREPANCIES BETWEEN THE SOFTWARE AND DOCUMENTATION.
LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY
THIRD PARTY SOFTWARE.
(b) LIMITAT�ON OF DAMAGES. (i) IN NO EVENT SHALL LICENSOR, AND/OR LICENSOR'S
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS,
DISTRIBUTORS, MARKETING PARTNERS, RESELLERS, LICENSORS, PARENT,
AFFILIATES OR SUBSIDIARIES (COLLECTIVELY THE "LICENSOR PARTIES") BE LIABLE
FOR ANY LOSS OF DATA, COSTS OF SUBSTITUTE GOOD OR SERVICES, LOSS OF
PROFITS OR INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES ARISING iN CONNECTION WITH THIS AGREEMENT, OR THE USE OR
INABILITY TO USE ANY SOFTWARE, DOCUMENTATION OR SERVICES, BASED ON ANY
THEORY OF CONTRACT, VJA,RRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, OR
OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. (ii) LICENSOR PARTIES' CUMULATIVE LIABILITY TO CUSTOMER FOR ALL
CLAIMS RELATING TO: (A) DEFECTIVE SERVICES SHALL NOT EXCEED THE FEES PAID
BY THE CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM (WHICH FOR
MAINTENANCE SERVICES SHALL NOT EXCEED THE ANNUAL MAINTENANCE FEES
PAID BY THE CUSTOMER FOR THE PERIOD IN WHICH THE DEFECTIVE MAINTENANCE
SERVICES WERE PERFORMED); OR (B) THE SOFTWARE, HARDWARE OR OTHERWISE
RELATING TO THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL
LICENSE FEES OR HARDWARE FEES (AS APPLICABLE) PAID TO LICENSOR HEREUNDER
WITH RESPECT TO THE SOFTWARE OR HARDWARE (AS APPLICABLE) GIVING RISE TO
THE CLAIM. (iii) LICENSOR PARTIES SHALL NOT BE LIABLE FOR CLAIMS MADE A
SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR PARTIES MORE THAN TWO
YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. (iv) EXCEPT AS EXPRESSLY
SET FORTH HEREIN OR IN A WRITTEN AGREEMENT BETWEEN LICENSOR AND
CUSTOMER, LICENSOR SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO ANY
THIRD PARTY SOFTWARE, AND CUSTOMER WILL LOOK SOLELY TO THE LICENSOR(S)
OF THE THIRD PARTY SOFTWARE FOR ANY REMEDY.
(c) USE IN ACCORDANCE WITH LAW. Customer agrees and acknowledges that the Software,
Documenta.tion and Hardware are provided to be used only for lawful purposes. Customer agrees and
acknowledges that the Software may notify the user on whose computer certain of the Software will be
installed of such installation and may permit such user to reject such installation. Further, Licensor
may require that the Software contain Licensor's waiver of liability agreement in favor of Licensor
which shall be accepted by each end user prior to granting full remote access to the end user's
computer and prior to the downloading af JumpointTM Agents or 3umpTM clients. CUSTOMER
REPRESENTS AND WA.,RRANTS THAT CUSTOMER, ITS DIRECTORS, OFFICERS,
EMPLOYEES, CONTRACTORS AI�D AGENTS SHALL ONLY USE THE SOFTWARE,
DOCUMENTATION AND HARDWARE, AND ANY COPIES THEREOF, AS PERMITTED BY
APPLICABLE LAWS AND WITH THE KNOWLEDGE AND CONSENT OF THE OWNER AND
USER OF EACH COMPUTER ON WHICH THE SOFTWARE IS INSTALLED OR WITH WHICH
THE SOFTWARE IS USED. CUSTOMER ACCEPTS COMPLETE AND FULL RESPONSIBILITY
FOR ALL USE OF THE SOFTWARE.
s
Confidentiai
Bomgar Corporation EULA 6.1.10
7. Indemnification. (a) Inf�'in ement. To the extent Customer is not otherwise in breach of the tertns of
this Agreement, Licensor will defend at its own expense any action against Customer brought by a
third party to the extent that the action is based upon a claim that the Bomgar Software, other than the
Third Party Software, directly infringes any registered United States copyright or trademark and
Licensor will pay those costs and damages finally awarded against Customer in any such action that
are specifically attributable to such claim or those costs and damages agreed to in a monetary
settlement of such action. (b) Conditions. Licensor's obligations under the preceding paragraph with
respect to an action are conditioned on (i) Customer notifying Licensor promptly in writing of such
action, (ii) Customer giving Licensor control of the defense thereof and any related settlement
negotiations, (iii) Customer participating in the defense of any action against Customer and in any
related settlement negotiations if desired by Customer, and (i� Customer cooperating with Licensor in
such defense (including, without limitation, by ma.king available to Licensor all documents and
information in Customer's possession or control that are relevant to the infringement or
misappropriation claims, and by making Customer's personnel available to testify or consult with
Licensor or its attorneys in connection with such defense). (c) Licenso�'s O�tions. If any Bomgar
Software becomes or, in Licensor's opinion, is likely to become the subject of any injunction
preventing its use as contemplated herein, Licensor may, at its option, (i) procure for Customer the
right to continue using such Bomgar Softwaze, (ii) replace or modify such Bomgar Software so that it
becomes non-infringing without substantially compromising its functionality, or, if (i) and (ii) axe not
reasonably available to Licensor, then (iii) terminate Customer's license to the allegedly infringing
Bomgar Softwaxe and repurchase the afFected licenses less depreciation at the rate of thirty three
percent and one third (33.33%) per year, or pro rata for part of the yeax, from the date of payment to
the date of removal of the applicable Bomgar Software, and terminate the Agreernent. If Licensor
selects option (ii) or (iii), Customer sha11 immediately refrain from use of the allegedly infringing
Bomgar Software. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF LICENSOR
AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND
MISAPPROPRIATION CLAIMS AND ACTIONS. (d) Exclusions. Notwithstanding the foregoing,
Licensor shall have no liability for (i) any modifications made to any softwaxe, hardware, firmware,
other materials that are made or requested by Customer; (ii) compliance with Customer's designs,
specifications, or instructions; (iii) use of technical information or technology provided by Customer;
(iv) use of Software, the Hardware, or Third Party Soflware in a manner or with software or hardware
not approved or prohibited by Licensor; (v) use of any release of the Software other than the most
current made available to Customer, (vi) claims in which Customer or any a�liate of Customer has an
interest. Customer agrees to indemnify, defend, and hold Licensor harmless from and against any
claim, liability, cost, or expense (including attorneys' fees} related to a claim of infringement arising
out of any of the principles outlined above, or (vii) use of the Software or Haxdwaxe with softwaxe or
hardware not provided by Licensor or otherwise specified in the applicable Documentation. (e)
Indemnification for Breach or Use of Software. Custorner shall indemnify, defend, and hold harmless
Licensor and all the Licensor Parties from and against any and all losses, liabilities, obligations,
claims, suits, costs, expenses, damages, or judgments of any kind or nature whatsoever (including
reasonable attorneys' fees and other reasonable expenses associated with, and any costs incurred
pursuing indemnification claims hereunder), whether actual or threatened, resulting from or in any way
connected with (i) a breach of this Agreement by Customer, its officers, directors, employees,
contractors or agents, and or (ii) use of the Software, Hardware or pocumentation (including any
copies thereo� by Customer or any of its officers, directors, employees, contractors, agents or any third
party who makes use of the Software, Hardwaxe or pocumentation, or any copies thereof; including
6
Confidential
Bomgar Corporation EULA 6.1.10
� without limitations, any of the foregoing in any way resulting from or related to any and all claims,
actions, suits, or proceedings alleging fraud, breach of security, violation of applicable data privacy
laws or any other applicable laws, breach of contract or negligence. This section is subject to Section
768.28 of the Florida Statutes.
8. Term; Termination. (a) Term. Subject to the limitations contained in this Agreement, the term of
each individual License granted under this Agreement begins on the earlier of the date of delivery or
the Effective Date and will have a perpetual term unless earlier terminated as provided in this
Agreement. (b) Termination. In addition to any other rights of termination set forth herein, this
Agreement and the License granted hereunder shall terminate (i) immediately upon termination of the
license to any Third Party Software to the extent such Third Party Software is necessary for part of the
operation of the Softwaxe; (ii) immediately upon the breach by the Customer or any of its officers,
ernployees andlor agents of Sections 1,3, 4,6(c), or 9, or (iii) upon ten (10) days after notice from
Licensor to Customer in the event that Customer or any of its officers, employees and/or agents has
breached or violated any provision of this Agreement (except Sections 1,3,4,6(c) and 9). (iv} for
convenience upon thirty (30) days prior written notice by Customer to Licensor without refund for any
prepaid services. (c) Action Upon Termination. In addition to any other remedies Licensor may have,
upon terrnination of the License, Customer shall within five (5) days return to Licensor the Software,
Documentation, Confidential Information, and all copies thereof, or upon request by Licensor, in its
sole discretion, destroy the same and certify in writing by an officer of Customer that same have been
destroyed together with the manner, date, and time of such destruction. Termination shall not release
Customer and Customer shall remain liable to Licensor for all amounts incurred and/or due and
payable as of the effective date of termination. Except as may otherwise be provided in the Third
Party Software license agreements, Customer's license to Third Party Softwaxe terminates at such time
as Customer's license to the Bomgar Software terminates. (d) Survival of Terms. The provisions of
Sections 2,3,4,6, 7, 8(b), $(c), 8(d),9,11, and 12 (and all other provisions which by their nature would
extend beyond the term of this Agreement) shall survive the termination of this Agreement.
9. Confidential Information. Customer, on its own behalf and on behalf of its employees, officers,
directors, agents, and �liates, during the term of this Agreement and thereafter, covenants and agrees
that it will not use, disclose, divulge, disseminate or otherwise ma.ke available to any third party any
Confidential Information or otherwise make use of any Confidential Information, without the prior
written consent of Licensor except as expressly allowed herein. Customer shall use the highest
commercially reasonable degree of care to protect the Confidential Information, including ensuring
that its employees or consultants with access to such Confidential Information ,have agreed in writing
not to disclose or use the Confidential Information. Customer shall bear the responsibility for any
breaches of co�dentiality by its employees and consultants. Within fifteen (15) days after request by
Licensor, Customer shall return to Licensor all originals and copies of any Confidential Information
and all information, records and materials developed therefrom by Customer, or, upon request by
Licensor, in its sole discretion, destroy the same and certify in writing that same have been destroyed
together with the manner, date, and time of such destruction. Nothing herein shall prevent Customer
from disclosing a11 or part of the Confidential Information as necessary pursuant to the lawful
requirement of a court or governmental agency or when disclosure is required by operation of law;
provided that prior to any such disclosure, Customer shall use reasonable efforts to (i) promptly notify
Licensor in writing of such requirement to disclose, and (ii) cooperate fully with Licensor in protecting
against any such disclosure or obtaining a protective order. For purposes hereof, "Confidential
Information" shall mean a.11 confidential, proprietary or secret information of Licensor, including
�
Confidential
Bomgar Corporation EULA 6.1.10
without limitation, information provided to Customer that is marked or made known to be
"Confidential" (or words of like effect), the Software, and the Documentation. Customer recognizes
and acknowledges that the use or disclosure of Confidential Information in a manner inconsistent with
the provisions of this Agreement shall cause Licensor immeasurable damage for which adequate
remedy at law may not be available. Licensor sha11 therefore be entitled to obtain injunctive and other
equitable relief for the breach or threatened breach of this section, without the requirement to post
bond; provided that if the court requires a bond, the amount shall not exceed $1,000. The rights under
this section shall be cuxnulative of all other rights of Licensor. The foregoing obligations shall not
apply if and to the extent that Customer establishes that: (i) the information communicated was already
known to Customer, without obligation to keep it confidential, at the time of its receipt directly or
indirectly from Licensor; (ii) the information communicated was received by Customer in good faith
from a third party lawFully in possession thereof and having no obligation to keep such information
confidential; (iii) the information is independently developed by Customer without use of any
Confidentia.l Information received from Licensor; or (iv) the information communicated was publicly
known at the time of its receipt by Customer or has become publicly known other than by a breach of
this Agreement or other action by Customer. Customer must specifically notify Licensor in writing if
only certain designated individuals are authorized to request changes or execute documents on behalf
of Customer. This section is subject to the Florida Public Records Laws, Chapter 119 of the Florida
Statutes.
10. Export Controls. Customer shall comply fully with all export and import laws, regulations, orders,
and policies of the U.S., or any other applicable jurisdiction. Customer shall only export or re-export
the Softwaze and Documentation, directly or indirectly, in accordance with U.S. Export Administration
Regulations, as amended. Customer acknowledges and agrees it is solely responsible for compliance
with any and all import and export restrictions, and other applicable laws, in the U.S. or any other
applicable jurisdiction. Customer represents that neither the United States Bureau of Industry and
Security nor any other federal agency has suspended, revoked or denied Customer's export privileges,
and Customer will not use or transfer the Software for end use relating to any nuclear, chemical or
biological weapons, or missile technology unless authorized by the U.S. Government by regulation or
specific license.
11. General Provisions
(a) Independent Parties. The parties acknowledge that Licensor is an independent contractor to
Customer, and Licensor may engage in other business activities at its sole discretion. This Agreement
does not in any way create or constitute a relationship of employment, partnership, or a joint venture
between the parties.
(b) Ass�nment. Customer's rights and obligations under this Agreement may not be assigned
or transferred (including by operation of law) without the prior written consent of Licensor and any
unauthorized assignment or transfer shall be null and void. Licensor may assign the Agreement or any
of its rights and obligations under the Agreement to an a�liate or third party, which assignment shall
become automatically effective upon assignment. In the case of any permitted assignment or transfer
of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure
to the benefit of, the parties and their respective successors, executors, heirs, representatives,
administrators and permitted assigns. In the event Licensor permits Customer to assign this
Agreement or a License granted hereunder, then the transferee must accept the terms and conditions of
s
Confidential
Bomgar Corporation EULA 6.1.10
' this Agreement, and Customer's license to use the Software shall automatically terminate upon
transfer.
(c) Force Ma'e� ure. Customer agrees that Licensor shall not be liable for any losses and
damage, including consequential damages, detention, or delay or failure to perform any services
resulting from causes beyond the reasonable control of Licensor including, but not limited to, acts of
God, acts or omissions on the part of Customer, delays in transportation, failure to obtain supplies not
caused by the negligence of Licensor, changes in governmental regulations, war, or civil disturbance.
(d) Notices. All notices required to be given hereunder shall be given in writing and sha11 be
delivered either by hand, by certified mail with proper postage affixed thereto, or by facsimile (with
confirmation copy sent by certified mail) addressed to the signatory at the address set forth on the
Order Form, or such other person and address as may be designated from time to time in writing in
accordance with this Section 12(d). All such communications sha11 be deemed received by the other
party upon the earlier of actual receipt or actual delivery.
(e) Severabzlitv. In the event that any of the provisions of this Agreement shall be held by a
court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions of this
Agreement shall remain in full force and effect, provided that in such event the parties agree to
negotiate in good faith enforceable substitute provisions which most nearly effect the parties' intent in
entering into this Agreement.
(� Governing Law; I�enue, English Lan�ua�e. This Agreement shall be construed in
accordance with the laws of the United States and of the State of Florida, applicable to contracts
entered into and solely performed therein, without regard to that body of law pertaining to conflicts of
law, and expressly excluding (i) the United Nations Convention on Contracts for the International Sale
of Goods (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the
"1974 Convention"); and (iii) the Protocol amending the 1974 Convention, done at Vienna April 1l,
1980. Except as necessary to obtain injunctive relief, Customer and Licensor irrevocably submit to the
exclusive jurisdiction of the state and federal courts in Palm Beach County, Florida and irrevocably
waives all defenses relating to this jurisdiction. The parties confirm that this Agreement and all related
documentation are and will be drafted in English.
(g) Waiver. No waiver of any breach or default hereunder shall be considered valid unless in
writing and signed by the party giving such waiver, and no such waiver sha11 be deemed a waiver of
any subsequent breach or default of the same or similax nature.
(h) No Third Partv Bene aciaries. Nothing expressed or implied in this Agreement is intended,
or shall be construed, to confer upon or give any party other than the parties hereto and their respective
corporate �liates, executors, heirs, representatives, ,administrators, successors and assigns, any rights
or remedies under or by reason of this Agreement.
(i) Attorneys' Fees. Customer shall reimburse Licensor for a11 reasonable costs (including
attorneys' fees) incurred by Licensor in collecting late payments from Customer. In the event any
dispute or litigation arises hereunder between any of the parties hereto, their heirs, personal
representatives, agents, successors or permitted assigns, the prevailing party shall be entitled to all
reasonable costs and expenses incurred by it in connection therewith (including, without limitation, all
9
Confidential
Bomgar Corporation EULA 6.1.10
reasonable attorneys' and paralegals' fees and costs incurred before and at any trial, arbitration, or other
proceeding and at all tribunal levels), as�well as all other relief granted in any suit or other proceeding.
(j) License to Gove�nment. If any Software or pocumentation are acquired by or on behalf of a
unit or agency of the United States Government (the "Government"}, the Government agrees that such
software or documentation is "comm.ercial computer software" or "commercial computer software
documentation" and that, absent a written agreement to the contrary, the Government's rights with
respect to such software or documentation are limited by the terms of this Agreement, pursuant to FAR
§ 12.212(a} and/or DFARS § 227.7202-1 (a), as applicable. Any technical data related to such
software or documentation are "Limited Rights Data" pursuant to FAR § 52.227-14 with Alternate II,
or, if applicable, are provided to the Government subject to DFARS § 252.227-7015. Any use,
modification, reproduction, release, performing, displaying, or disclosing of the Software by the
Government shall be governed solely by the terms of this Agreement.
(k) InteQration and Amendment. This Agreement and written documents referenced herein
(including the Order Form) constitute the entire Agreement of the parties superseding and
extinguishing all prior agreements or understandings, representations or warranties, relating to the
subject matter hereof. This Agreement may not be modified, or amended except (i) by written
agreement specifically referring to this Agreement signed by the parties hereto; (ii) by Customer's
acceptance of a subsequent electronic agreement provided by Licensor with respect to the Software; or
(iii) ten (10) business days after Licensor posts an amendment to this Agreement to a webpage which
Licensor shall notify Customer by email to Customer's email address specified on the Order Form,
unless Customer notifies Licensor in writing that Customer does not accept such amendment, in which
case this Agreement shall immediately ternunate. Customer represents and acknowledges that, in
entering into this Agreement, it did not rely on any representations or warranties other than those
explicitly set forth in this Agreement. CUSTOMER HEREBY AGREES THAT ANY VARYING OR
ADDITIONAL TERMS CONTAINED IN AI�TY PURCHASE ORDER OR OTHER WRITTEN
NOTIFICATION OR DOCUMENT ISSUED BY CUSTOMER IN RELATION TO THE
� SOFTWARE LICENSED OR HARDWARE PURCHASED HEREUNDER SHALL BE OF NO
FORCE OR EFFECT.
(1) Independent Audit. Licensor shall have the right, upon reasonable advance written notice, to
have an independent auditor verify Customer's compliance with this Agreement. Customer shall make
all applicable books and records available for such inspection during normal business hours at
Customer's principal place of business. Any such audit shall be at the expense of Licensor, unless such
audit discloses an underpayment by the Customer for the audited period in excess of five percent (5%)
or a breach by Customer of Sections 1,4,5,7(c) or 10, in which case Customer shall� reimburse Licensor
for such expenses. If the audit discloses any underpayment by Customer, Customer shall promptly
make payment to Licensor of such underpayment, together with interest.
(m) Public Relations. Subject to the other terms of this Agreement, Customer agrees to allow
Licensor to use Customer's name, logo, and a brief description of Customer's business operations in
marketing and public relations' materials such as press releases, advertising, printed collateral, and/or
website copy (collectively, "Conv"). Licensor is hereby allowed to refer to Customer as a customer of
Licensor in such Copy. Customer further agrees to provide the following marketing assistance:
. io
Confidential
Bomgar Corporation EULA 6.1.10
(i) Customer agrees to the development and joint issuance of two news-oriented press releases:
(A) a selection release (issued within thirty (30) days of the Effective Date); and (B) a"go live"
release (issued within ninety (90) days following "go live" date}. The press release will include
a quote attributed to a high-level executive expressing reasons why Customer selected
Licensor's solution;
(ii) A high-level executive of Customer will serve as spokesperson for media inquiries related
to the selection and implementation of Licensor's solution; and
(iii) Customer agrees to serve as the subject for a written case study and video case study on the
selection and implementation of Licensor's solution.
(n) �'onstruction. Every covenant, term and provision of this Agreement shall be construed
simply according to its fair meaning and not strictly for or against any party. Every reference to
"including" means "including, without limitation."
(o) Re�resentations. Customer represents and acknowledges that (i) it has read and understands
this Agreement; (ii) it has had an opportunity to have its legal counsel review this Agreement; (iii) that
this Agreement has the same force and effect as a signed agreement; (iv) issuance of this license does
not constitute general publication of the Software, the Documentation or other Confidential
Information; and (v) the individual accepting this Agreement on behalf of a corporation or other legal
entity personally represents that he or she is duly authorized to accept this Agreement on behalf of
such entity and that this Agreement is binding upon such entity.
(p} Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but which together shall constitute the same instrument. Each party agrees
to be bound by its own facsimiled signature, and agrees that it accepts the facsimiled signature of the
other party hereto.
12. Definitions. Except as may otherwise be defined herein, the following terms are defined for the
purposes of this Agreement as follows:
"Agreement" means this End User License Agreement and Order Form constituting the entire
agreement between the Licensor and the Customer pertaining to the matters set forth therein.
"Bom�ar So tware" means the package of proprietary computer software programs, in Object
Code as identified on the Order Form. Uriless specifically indicated or the context requires otherwise,
the term Bomgar Software shall include all Upgrades to the Bomgar Software provided to Customer by
Licensor. �
"Con adential Information " has the meaning set forth in Section 9.
"Customer Services Plan" means a written plan as agreed upon between Licensor and
Customer regarding the provision of Maintenance Services in addition to, or in substitution of, the
specific Maintenance 5ervices as described in this Agreement.
ii
Confidential
Bomgar Corporation EULA 6.1.10
"Documentation" means the written or electronic documents, help files, and other textual
matter that describes the specifications, functionality, and limitations, which are included with the
Software. Documentation shall not include Source Code.
"Hardware" means the computer equipment and firmware and software included therewith
manufactured by Licensor, its affiliate(s) or third-party original equipment manufacturer(s) and sold by
Licensor to Customer as more particularly identified on the Order Form.
"License" means any personal, nonexclusive, nontransferable, nonassignable license or licenses
for Customer's internal use only granted by Licensor to Customer to use the Software subject to the
terms and conditions of this Agreement.
"License Fee" means the fee (as set forth on the Order Form) paid by Customer to Licensor for
the license to the Software granted herein.
"Log� User(s)" means the individual user of the Software that is logged in to use the
Software.
"Maintenance Servzces" means the services provided by Licensor to Customer as described in
Section 3.
"Object Code" means the binary machine-readable version of the Softwaxe.
"Order Form" means the Licensor produced quote/order, or similar document, between
Licensor and Customer referencing the licensing of the Softwaxe, any Hardware purchases, Licensee
Fee(s), and any Maintenance Services fees, and accepted in writing by Customer or through a click
through acceptance. The Order Form is a material part of this Agreement.
"So are" means the package of computer software programs, in Object Code form, as
identified on the Order Form. Unless specifically indicated or the context requires otherwise, the term
Software shall include all Upgrades to the Softwaxe provided to Customer by Licensor. Software
includes all Third Party Software and all terms applicable to Software generally shall apply to Third
Parly Software, except as expressly sta.ted herein.
"Source Code" shall mean those statements in a computer language, which when processed by
a compiler, assembler, or interpreter become executable by a computer.
"Third Partv So tware" means the package of computer software program(s) in object code or
restricted code form that are owned and licensed by parties other than Licensor and that are either
included with the Hardware, integrated with or made part of the Software, or otherwise necessary for
the operation of the Software. Unless specifically indicated or the context requires otherwise, the term
Third Party Software shall include all Upgrades to the Third Party Software provided to Customer by
Licensor or by the applicable third party owner or licensor.
"Up�ade" means any modification, correction, enhancement, deletion, or substitution to
Software, including but not limited to, any data file or module thereto, that may be provided by
Licensor or a third party, whether under this Agreement, or any other agreement between Customer
12
Confidential
Bomgar Corporation ELJLA 6.1.10
� and Licensor. Upon the installation of any Upgrade of the Software, Customer's License to previous
versions of the Software terminates immediately.
IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the parties hereto have
caused this Agreement to be executed by their duly authorized representa,tives.
VTLLAGE OF TEQUESTA BOMGAR CORPORATION
By: — '�''By:
Name � y Name
Title ' � �- itle
13
Confidential
Bomgar Corporation EIJLA 6.1.10
117 boulevard Bronswick
Poirite-Ciaire, �ubhec H9R 5N2
ComLo Service A reement Contract
Sitver Pa_ ckaae
Ref # DLS2410124 - PS896
You will receive:
■ 24/7 fechnicai support inciuding troub[eshooting, instalfation, and ccmfiguration assistance
■ Four-hour phone response
• Rem�te diagnosfic fechnicai assisfance
■ Toll-free call,in number
■ Software upgrades
■ Material replacement of parts within 2 business days once a Returr► Mater+al Authorization (RMA) number has
been issued
The $ilver 5ervice Agreement is basedl on a yearly fee,
outiined below andior in a separate purchase order.
Service Aareement Contract
Extended Warranty: 10�' Year (12 l�lonthsj
Term Begins: 01 November 2011
Term Ends: 31 October 2012
Package: SILVER Purchase Order No:
Price: �2 380.00 US� P.O. No. nat Applicabie**
P'lease note that WorkstaElons and Monitors are not auvered under thisEx#ended Warranty Ff app/feabte.
Agreed and Signed Upon By: Agreed and Signed Upon By:
CVDS Inc. Tequesta Police Department, FL (USA)
`� t���Y�� ' �
Representati�e:Michel CaRue, B. Comm., C.A. Re rp sentative:
Titie: Contro(ler Titie_
Date: -�`�— �� —// Date: � � • /' � •
'"''` if Purchase Order No. is not applicable, please fiil up the Billing Information form and send back to us.
T: 514.426.7879
f: 514.426.3511
wr�rw.cvds.com
1 f7'baulevard Bronswlck
PoiMe-Cleire, Qu�bec H9R 5N2
CornLoa Warrantv Ae�,reerr�ent
1-Year Warranfv Aareemenf:
This warranty does not cover:
• Damage due to abuse, misuse, neglect ar customer's modifications;
• lmproper wiring, repairing, alteration, instailation, or maintenance pertormed by an
unauthorized third-party;
• Theft, vandalism; fire, water or peril;
� Moving, refocation or aiteration of equipment for which prior uvritten approvai has not
been given by CVDS Inc.
• Servicing not authorized by CVDS Inc.;
• Usage not in accordance with product instructions;
+ Problems caused by use of parts and compQnents not supplied by CVDS Inc.
Any non-warranty repairs wiq be charged at current GVDS cates.
GUD5 Inc. makes no warranty with respect to products which have had their manufacturing serial
numbers removed or altered.
If GVDS Inc. eEects the replaaement option, the parts will be the same ar a later version which
perForms substantially the same functian as the one being replaced. CVDS Inc. will make the final
determination as to the existence and cause ofi any defect.
In repairing or replacing any praduct, part of product, or software mediutn under this warranty,
CVDS Inc. may use new, remanufactured, reconditioned, refurbished, or functionally equivalent
products ar parts.
The foregoing warranty is in lieu of all other warranties or canditians expressed or implied
inciuding, but nof limited to, the implied warranties ar conditions of inerchantab'iiity and fitness for
particular purpose and thase arising by a sfatufie or from any other source.
n
T: 614.426.7$79
F: 514.42fi.3511
ww�v.cvds.com
- mL 117 boulevard Brunswick �O �
Pointe-Claire, Qu�bec H9R 5N2 �
uotation
Date: September 27, 2011
To: Tequesta Police Department
Attn: Brad Gomberg, Jennifer Gazo
Cc: Frontier Communications
RFO 3171— ComLog Di�ital Voice Recorder
CumLo� NP72/8A
Item Model Description Unit Qty Total
Price
001 ComL.�g NP72/8A 2U Chassis, (expandable to $ 5,436 1 $ 6,436
maxianum 3 recording cards)
■ 8 Analog Inputs;
Includes:
■ RAID-1 SOOGB hard drive
array (hot-swap) for
SO,OQO-85,000 hours
�nstant recall;
■ Rackmount kit NP72;
■ 1 x Install Cables (25')
002 60045 �omLog Reproducer Licenses Incl. 2 Tncl.
(concurrent lo -in)
003 60228 ComLog Archiver Application on Incl. 1 Incl.
client su lied PC or Server
005 60? 08 ComLo Manual CD Incl. 1 Incl.
006 Warrant 1 Year Warranty Incl. lot Incl.
Sulbtotal, ComLo Recorder $ 6,436
007 S& H Shi in & Handlin a� 350 lc,t $ 350
008 Installatio:� Installation $ 2,500 lot $ 2,500
Total $ 9,286
�
117 boulevard Brunswick � L o
��
Pointe-Claire, Qu�6ec H9R 5N2 �
ComLog NP72 Options
General0 tions
60246 Hot-Swa Power Sup ly NP72 $ 1,062
60108 ComLog Re roducer Manual (English) $ 51
ComLog Reproducer Software Licenses —
60045 Single $ 250
ComLog Reproducer Software Licenses — 6
60127 Pack $ 1,200
OnaLine Stor�ge Uggra�es
60252 RAID-1 100,000 Hours, Hot Swap $ 607
60253 RAID-1 200,000 H��rs, Hot Swap $ 1,463
The prices are quoted in US Dollars; taxes (if applicable) are excluded. Delivery 30 days ARO.
If yau have any additionai questians regarding ihis quotation, please do not hesi�ate to contact
me or my assistant Susana at ext. 224.
VVe thank you for giving us the opportunity to nravide you with this quote and looking forward
to working with you and your team on this project.
Sincerely,
.-,
.., .. s.,_,
� ""�-�.
�7P MarketinglSales
CVDS Inc.
514-425-7879 ext. 223
brianb@cvds.com
E-mail: susana@cvds.com
2
TM
�
O
72 CHANNEL D/GITAL VO/CE RECORDER
OVERVIEW
The ComLog NP72 Digital Voice Recorder is
, an all incluslve recording solution for smaii to
� ���}= ��� ��� ��� _, - _ medium sized applications. This third
. _.��, _. ��£�- �
- ' �������_, .�`�..���� �� � `,�.-� generation ComLog system has evolved into a
� ������ � ° � �� -- �"� {�`�` hi hl reliabf., and efficient recordin solution
�; ���..k� y;��c9.��.°'s>'."�.-'="'4'� _ _ . - e s c�a x �� _« -� - 9 Y ° 9
°-� �-�-� ' ° ^� � - _`°§�'� �A � � � for all 24/7 mission critical deployments. The
I. � 4•/�iG � .. f! 4 F. b4lif�t ��
- O.IY� •�i - .�F r �b Yr 0lF���;' .
. . �'� Fr -a. tP �n�i�r�f��iij �:�.� .. 4 lsei 3 � a-
; ,� � ,� •.,,, ��, � <-y.���U�- NP72 rhassis uses an open architecture
� } �(�y� r�i r• °_q���F�4��s/I��°i�st- _ _
-�< `'�,�;.:�-` •• ���." hardware design to ailowthe system to kee�
r. cr.�.
,,�.�.-=� � pace with the fast moving techno►.ogical
ad��ancements available today - and for years
to come. The �urpose-designed software
Digitai Voi�e Reeording prov�tles performance, flexibi{ity, ana ease-of-
■ Up to 72 channel recard�ng capa�ility (up ta 24� if inc{utling Vo4P) use ta the users of the systein.
,� Variable corrbinations cf analog, digital and VoIP inter�aces All accass for administration and playbar,k is
via a hiqhiy secure network c�nnection with all
■ Flexible sfor�ge configurations- asing ind��trv sfand�rd technologies d�ta encr�pted ¢o prevent unauthorized
�cc�ss and �aekei �nif�ing. Interfac¢s are
■ intsgrated hc�t-swap RAIQ-1 or RAID-5 standard ava�labie f�r most audio sour°ces, wf�ether
■ Playback audio ov2r a LAN at remete workst�tions anal�g, digitai, or VoIP, telephone, radio, �r
consolcs. Storage aptiors inclu�e RAID-1 a.r
■ Extremely Quick retrievaf �f calls in less than 1/2 secon� rZA4D-5, with capacities up to currsnt industry
■ Instant Recall ard Call Moniforing limits.
APPLICATIONS
■ Compact 2U rack dimension
The versatility and scalability oi the ComLog
Flexibliity recorder series permits integration into a wide
■ Archive to a RAID-5 device for improved ciata integrity and redundant ra7ge of mission critical applications where
storage data integrity, quality and reliability are
■ Wide range of interFaces to accommodate various inputs such as radio essential.
lines, telephone lines, ANI/ALI, time sources, networks, etc. ■ Public Safety ■ Air Traff"ic Contro�
. Coracrate Security • Marine
Eztensive Features ■ Campus S�curity o Rail
s Audible and visual status alarms alert operators to potential system . Call Center Management
problems � Taxis/Transport dis�atch and others
■ All calls are date and time stamped for easy search and retrieval
■ High Security for both user access and encrypted data storage
-- ,_ !"- i i -_ 0 2011 Copyright CVDS Inc.
�'� � "CVDS ; "ComLog ; and logos
are frademarks of CVDS Inc.
L TM
Ot'l'l O NP 72
g
72 CHANNEL D/GITAL VO/CE RECORDER
S PECIFICATIONS
_ _ __ _ _
_ ,�, : - - - - -.
■ TelephonelRadio Interface - -
2 wire analog, 4 wire analog ; _ � ��-
4, ����� ��� � .��� ,���,���, � �.�� ,�.,� � �.�' �� 1
',-� �x _r�A;� � � �,c ���.�� r j� � �_
■ Digital Interface - � � r ���� ;� � � . . � .� ��. .
ISDN (BRI, PRI}, T1, PBX �'� ����.� ������!; ,�.� � _ � __ r ��, #�" roL �
, „ � t , ":,�.;�� ��`�» _ �#"���uo-� .�f�'. !r�:.r� t�
� � : .�,�.c! �-. . � i ' i
■ Vo1P: Telephone, Consoles, Radio - �� ;� ' _ ��, �� � �, �� """ '�' �`P � �� ,�'
� - �_�_ : . _ . ....__ , , '� R�'� tf_�.. �',�`
.__I -.:__., .._.:::_--. -._ .. . ..... ... . . . ....�: : -_::' .. .. —.,.....,�-. ... .. ..-, - :. _�.-. ,..-: .. "-
■ 4ecord Astiv�tion -
VOX, Hoak-su��itch, Contact Closure
• V�X Start + 9me - $m� FEATURES
. Vt3X iioidover Time -
1 fo 60 seconds, Adjustable �er channel . In�erna! Storage Buffer - ■ Playback Features -
5Q,000 channel hours (minimum) hot-swap Voice over network, up to 2� charnels
■ 1!(3X ThreshoEd - RA!D-1 or FZAlD-5 simu!taneous playback, Audio c�G�es,
Adjustable per channel, -70dBm ta -10dBm Variabie speed pitch c�rrection, Skip over
• krchive Storage - silenc�, Auto Next, Loo�, Piayiists, Mix,
. Oper�ting Temp�ratu*e - 0- 5C °C In#emal: Nard drive Pan, AGC
External: RAID-5, N�S, SAN,
. Humidify - 40 - 80°io {non-cond.) ComLog Centrai Arct�iver ■ AGC - Selectabie at playback time
. Signal fo Noise Ratie or ldle Channel ■ Instant Recali - Using full online hard drive ■ Diagnostics -
lVoise -> 70dB, C message weighti�g buffer full t�me, including in�ependant proc2ssor
as sysfem �rvatch�og
■ Frequency t�espQnse - 300 - 340G Hz ■ Search Criteria �
?ime, Date, Channels, DTMF, CLID, ANI, ■ Autor:�atic aaylight Sa��ings A�just
. Compression - ALI
12 -� 28Kps user selectable per channel ■ Channel l�ix�ng or Pla�back -
■ Channel Activity indicator Up to 20 channeis
. Input SensitEvity -
Variable fr�m flOdBm t� +10d3n ■ Chanrsel UnderfOver Rc.9:�ity Rlarm � Reco�d "BeQps"-
Selectable, per channel
. Gain Adju�tme�t - ■ Simu�taneous Remote Jse�s -
Variable from -10d6 to +20d6 64 remote users via network . Type of Security -
Multi-user passwords, Individuai user
• Agency Approvais - • Mulfi-Server Expandable - Unlimited privileges & channel rights
FCC Part 68, FCC Part 15 Class A, CS03,
TBR 21, CE ° Types of Alarms - ■ Capture of Events -
5 levels, major and minor with or without DTMF, CLID, ANI, ALI
■ External T9me Synchroniza±ion - aud�b!e, inf�rmational, extemal �.ry contrac#
NTP, Serial, IRIG-B remote alarm box, e-mail notification . 1 Year Warranty
■ Instant Message Retrieval - ° Weight Specficationssubjecttochange
< 0.5 seconds 25-28.51bs (11-13Kg)
. Power Supply - ■ Dimensions L x W x H-
Single:115W (max); rated 400W 22.5" (52.07cm) x 19" (48.3cm1 x 3.5"
Dual: 145W(max); rated 420W (8.9 cm)
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CHECK ALL THAT APPLY FOR UPGRADES. RENEWALS. AND CHANGE OF OWNERSHIP:
FP Mailing Solutions �✓ New Customer Account No.:
140 N. Mitchell Ct.
Suite 200 ❑ Renewal Contract No.:
Addison, IL 60101-5629
Tel: (800) 341-6052 ❑ Change of Ownership (if name/address change please provide
www.fp-usa.com
current account information for verification): PLEASE PROVIDE ALL RELEVANT INFORMATION:
Promo Code:
Special Promo Terms:
❑ Upgrade From: ❑ Price and/or Terms Exceptions Approval (attached)
❑ Lease Company: Master Billing Acct. No.:
❑ National Account Master Postage Acct. No.:
❑ GSA Contract No.: Interna/ Use:
❑ State Contract No.: Navision No. :
❑ USPSO letter must be attached
Customer Information
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-.:. � v - .m r - t r - -t, £� 3 �.f� �:- } i" � n < 7 ' y �s:: S- '� t 1 � , - f� ;
B�Ilmg AddrBSS :� , , � t � � s � y ; � � hippin /lnstallation Address } � � �
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Customer: " �-� T Customer: R(�(��
Department: Department:
Street: f � � Street:
City: � County: City: County:
State: Zip: State: Zip:
Tel: �j -(� '2( Fax: �.', O Tet: Fax:
E-mail: �° � � Q � n� E-maii:
Contact Name: Contact Name:
Tax ID: � •� �Tax-Exempt Certificate Attached Distribution to: ❑ Dealer ❑ Customer ❑ Ful£Iled from Dealer Inventory
Rental Information
�'' 4, j `�r ��`�'' � � rTltem# ` 4 '' t � }Ifem,Descn tian � '�' ` ��Monthl Rate`` "�� ��' �Renta Biltf�`'`�nf {�'�` � '
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1 03 OptiMai130 Postage Meter $ 42.95 ❑ Annual Biiling ❑ Semi-Annual
1 (scale built into meter) 101b fntegrated Scale Included []✓ Quarterly Billing
1 RGP03 RateGuard Included �3; ��1���, �?Init�al P�;ostage k�;�� �� R r '
Please make check payable to CMRS-FP
Check Number
Amount $
� � ��� � �� �� ��: � � .r � -
F -��r�r�,� .�Reaurring Postage= � , < '
..� r�r�� -„�,,,�._,,. rs-7- �x.,._..�_„ � �1>
0 *Uniimited Resets to be included Included � Reset Debit (application attached)
Total Monthly Rental $ 42.95 ❑ On-Demand Debit (application attached)
+If uniimited resets is not checked above, 1 agree to pay the then-current list price for each occurrence. (initials required
Terms: _ �� -month rental term (60-mo. initial term will apply unless otherwise selected). initials required)
This agreement and the Terms 8 Conditions attached hereto shali automalically and wilhout any furlher action by either party hereto, renew for one year periods following the expiration of the (nitial term and any such
renewal terms, unless and untll either party hereto provides written notice to the other party of its intent to so cancel. Such writlen notice must be delivered no later than ninety (90) days (or the maximum time period
permitted by applicable law) prior to the end ot the current term. Cancellation wili be effective at ihe end of the then-current term. FP can change the monthly rate and fees after the initial term, with 30 days prior notice.
- u 1� �,�r'.�;i�P��'a� Y'.� +� �':.e.�, :k � t !!� r4t _- :�� '�";l;��� � ii..:.,���c �r'J i �'a�rE� �..r�il�y;a�,a �, )�.'v1� Y..�f.�„ �� h ��v��..� f - .1 p� �c r� ts: �<; ;� r .iM1
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CustomerAccepta�ce��� ���',���, F �zr _ � . , � -.: , y � ; J r „r � , ��Dealer Information , �.y::. , ���''.>: �, rta . .. � �1 '� �+� 1; ` :r...,� � �`
-: ... �?cf �_v�z..'L .�'1? _. �_ , +s-:L � __.,-_ ..,�� ._ .._ _
Authorized Re resentative: � � Dealer Name: FP Maillllg SOIUtio11S Dealer #: 4960
Tel:
�— C�`I Address: 140 N. MitChell CoUrt, Suite 200, Addison, IL 60101
T°ax ID or �(� _ �� I 630.827.5807 800.884.6905
Drivers License No: �"r 1 State: Tel: Fax:
Authorized Signature: Sales Re resentative: Tlm Gtzybek
Title: VILLA MANAGER Date: I
FM MG RENTAGR 07 Page 1 04/25/2011
Rental Agreement Terms and Conditions
Francotyp-Postalia, Inc., d/b/a FP Mailing Solutions, Inc. ("FP"�, makes the following agreements with the e. FP reserves the right to replace your rented equlpment with products with similar or enhanced features
customer set farth on the first page of this Rental Agreement �"Customer") for the Term - an Initial Term in the event your current equipment is not replaceable or has been decertified by the USPS.
(commencing on the Installation Datej - and for any Renewal Term under the term plan customer selected 7. IF CLAIMS OR DISPUTES BETWEEN CUSTOMER AND FP SHOULD ARISE:
above: a. If Customer fails to pay rent or other amounts due FP on the date due, or if any legal action commences
1. EXPLANATION OF PRODUCTS which may result in another's taking of the equipment: FP can terminate this Agreement, without notice or
a. Meter—A device that manages the financial trensactians of a ma(ling machine. This can be a standalone legal actfon, and Customer will allow FP to enter the location of the Equipment and repossess it; and
unit or a device, known as a Postal Security �evice (PSDJ, which is insertetl and housed in the mail handling Customer will pay FP acuued rent up to the repossession date or the current term expiration date,
equipment. whichever comes later, and a delinquency charge of 1.5% per month (but not in excess of the lawful
h. Rental Equipment — Any equipment outside of the meter that is rented from FP. Examples include maximum) on any unpafd amounts until paid. Customer further agrees that, should it become necessary to
mailing machine base, accessories, scales, etc. Such equipment may require service, which will be invoiced place the account with a collection agency or attorney, Customer will pay ail collection costs and attorney
separately to the customer. fees incurred by FP in addition to other amounts due.
c. Rental Servites — Non-tangible product services that are rented by fP. Examples include rateguard'", b. In the event of any litigation between Customer and FP, Customer and FP hereby agree that any and all
resets, etc. disputes, claims, actions, or controversies arising between the parties oi whatever nature (including, but
2. FP WILL: not limited to, any and all contractual, statutory, equitable, or tort claims) shall be 6rought only in either
a. Rent to Customer and facilitate installation of the above-Iisted meter, rented equipment, and/or the United States District Court for the Narthern District of Illinois or in the Circuit Court of the 18th Judicial
services at Customer's installation address, in good working order and ready to use. Districi, DuPage County, Illinois; and both Customer and FP hereby consent to both venue and personal
b. Maintain the meter in proper operating condition dy repair or replacement of non-consumable parts. jurisdiction in those courts to the exciusion of all others. Each party also waives any right to a triai by jury.
3. CUSTOMER WILL: S. ACKNOWLE�GMENT OF DEPOSIT REQUIREMENT:
a. Pay FP using one of our acceptable payment methods including: mailing to the Iockbox address stated a. Customer hereby acknowledges that it must tronsfer funds to the USPS�, through a lockbox bank
on invoice or paying online at www.fq-usa.com. Failure to pay on-time �can result in any of the following: ("lockhox bank") for the purpose of prepayment of postage on Computerized Meter Resetting System
locking of the meter device, being unable to perform resets, and FP recovery of the meter. Customer will (CMRS)-equipped meters ("DeposiY').
be billed an NSF fee equal to lesser of $50 or maximum allowed by law if check or electronic payment is b. C�stomer may make Deposits in the lockbox bank account, Identified as United States Postal Service-
returned due ta non suffictent funds. CMHS-FP. The USPS• may, at its dfscretion, designate itself or a successor as recipient of Deposits 6y
b. Intend the rental payments hereunder to be net to FP, and Customer shall pay all sales, use, or excise Customer.
tazes; fees or charges imposed on the shipment, transportation, delivery, ownership, leasing, rent, sale, c. Any Deposit made by Customer shall be credited by the USPS° only for the payment of postage through
purchase, possession, or use of the equipment (except Federal or State net income or franchise taxes CMRS-equipped meters. Customer shall not receive or be entitled to any interest or other income earned
imposed on FP). Customer shall reim6urse FP upon demand for any taxes listed paid by or advanced by FP. on such Deposits.
FP is responsible for any personal property taxes on items rented. 7he customer is responsible for sending d. The USPS° wlll provide a refund in accordance with the rules and regulations governing deposit of funds
FP any property tax bilis. for CMRS, published in the Domestic Mail Manual Trensition eook or fts successor.
c. Use reasonable care in the handling and operatfon of the rented meter, equipment, and/or servfces and e. FP may deposit funds on hehalf of Customer. The USPS• will make no such advances. Any re{ationship
6e responsible for any loss or damage to the rented equipment, including provision for proper insurance concerning advances is between Customer and the Meter Manufacturer.
coverage. FP should be named as "additional insured" and an updated certificate of insurance should be on f. Customer acknowledges that the terms of this Acknowledgment of Deposit may be changed, modified,
file at FP at all times. Use of non- FP consumables (ink, rate chips, etc.a could result in a malfunction to the or revoked by the USPS°, with appropriate notice.
machine. The customer is responsible for repair due to damage dane by non- FP produas. In the event the g. Postal regulations governing the deposit of funds for CMRS are published in the Domestic Mail Manuai
meter or equipment is damaged the customer is responsible for the lesser of repair or replacement costs. Trensition Book or its successor. Customer acknowledges that it shall be subject to all applicable rules,
These cosa are available in the "my accounY' section of the FP website. regulations, and orders of the USPS•.
d. Not use special attachments, printing plates, or other devices, inciuding electronic scales or supplies, 9. ASSIGNMENTS:
with the provided equipment unless fP suppiies them or agrees to their use in writing. a. FP may assign the payments and ather obligations owned by Customer �nder this Rental Agreement to
� e. Use postage meters only for postage imprinting and recording purposes. (Tampering with or misuse of a third party (the "ASSignee"} without any prior notice to Customer. If FP does make such an assignment,
the postage meter(sj is punishable under Postai Laws and Regulations.) Customer agrees that the assignee has all of the rights and remedies granted to fP under this agreement,
f. Make immediately available for examination and audit by FP or the USPS• any postage evidencing but none of FP's obligations. Customer also agrees to unconditionally pay all amounts due under this
system or PSO in their possession. agreement to the Assignee, without set-off, regardless of any problems that may arise with respect to the
g. Notify FP of any change fn location of the rented meter, equipment, and/or services, and reimburse FP equipment or any ciaims, defense, or off-sets that you may have or assert against fP.
for any reasonable cost incurred by FP as a result of the change. Reporting of the change of ineter location 10. TERM ANU TERMINATION.
is required by the USPS•. a. This Agreement shail be for the initial Term set forCh on the first page of this Agreement, and shall
h. Return the rented equipment to FP, at Customer's expense, to a location designated by FP, in good automatically, without any action by either party, renew for a period of one year (a "Renewal Term") at the
condition; normal wear and tear accepted. Lustomer also agrees to reimburse FP for any cost FP incurs to end of such initial Term. At the end of such Renewal Term, this Agreement, again, automatica!!y renews for
return the rented equipment to good condition. an additional Renewal Term, unless terminated in accordance with the tetms of Sectian 10.
i. Be responsibie for paying for rate updating software if rateguard'" coverage is not selected. b. Either party to this Agreement may provide notice to the other party of its
j. Customer will be responsible for the shipping and handling fees when an exchange is done not related intent not to renew this Agreement pursuant to paragraph (a) above. Such notice must be in writing and
to a contrect change or warrantee claim. See the "my account" section of the FP website for the current must be delivered to the other party no later than ninety (90) days (or the maximum time period permitted
fees. by appl(cable law) prior to the end of the Initial Term or then-current Renewal Term.
4. ADDITIOP1Al TERMS FOR telesetTM METER RENTALS: c: This Agreement may be terminated at any time hy either party in the event of a material 6reach of
these Terms and Conditions by the other party. ln the case of such a breach, the non-breaching party must
a. A bank designated by the Postal Service will act as a depository for Customer's advance postage provide written notice of such breach to the breaching party. The breaching party shali have ninety (90)
payments. days (or the maximum time period permitted by applicable law) from the time it receives such notice to
b. Before resetting its teleset'" meter, Customer must have at least the amount of the reset increment in cure such breach.
Customer's account at the designated bank. 11. USPS' ACKNOWLEDGMENT:
c. If FP provides temporary advance funds to CusCOmers account to coverthe resettings, Customer agrees a. To the extent that the activities for which the Portaf Service is obliged to perform particular functions,
to repay FP's advance within f(ve (5) 6usiness days and to pay FP's then-current service fee and/ar interest, thase functions will be governed by the Domestic Mail Manual, as may be amended from time to time, or
d. FP will invoice Customerquarterly in arrears forthe reset fee (if applicable) on each completed its successor, in effect at the time of the obligatian. Specificaily, to the extent that the Postal Service
telephone reset transaction. provides refunds to customers using postage evidencing devices, the polfcy and procedure governing the
e. If Customer discontinues its teleset'" Meter rental account, FP will endeavorto have the USPS° return payment of refunds will be conducted in accordance with the Domestic Mail Manual, as amended, in effect
at that ttme.
the funds {must be over $Z5) in Customers accaunt within 90 days after Customer's written request, per b. If the meter is used in any fraudulent or unlawful scheme or enterprise, or is not used for any
USPSo CFR Volume 73, Num6er 210, pages 61255-61356 and Domestic Mail Manual 604.9.2.8 regulations; �onsecutive 12 month period, or if the undersigned takes the meter or allow the meter to be taken outside
but FP does not guarentee that those funds will be returned by any specific date. the United States without proper written permtssion of the U.S. Postal Service, Washington, DC 20260-
f. teleset'" downioads must be performed on an analog phone line. 6807, or if the undersigned otherwise faiis to abide by the signs of postal regulations and this �ease
5. reteguardTM: regarding care and use of the meter, that this Agreement and any related postage meter rental may be
a. FP rateguard'" is a service that provides automatic rate upgredes to FP Customers whe� USPS° rate revoked. The undersigned further acknowledge that any use of this meter that fraudulently deprives the
changes occur. When signed up for rateguard'", the Customer pays a monthly charge to be billed on the U.S. Postal Service of revenue can cause me to be subjea to civil and criminal penalties applicable to fraud
same billing cycle as their FP postage meter or FP postage swle. The Customer will receive updated retes and/or false claims against the United States. The submission of a false, fictitious or fraudulent statement
(rate chip, rate card, software download, or other necessary products) — free of charge from FP, per their �an result in imprisonment of up to five (5) Years and fines of up to $50,000 (18 U.S.C.1001). In addition, a
rateguard'" Program agreement. civil penalty of up to 55,000 and an additional assessment of twice the amount falsely claimed may be
b. FP will provide eligible Customers the opportunity to receive the necessary updated rates (rete chip, �mposed (3 U.S.C. 3802}. A fafse statement in this applicatfon or the mailing oi matter bearing a fraudulent
rate card, software download, or other necessary products�. The Customer's account must remain current postage meter imprints are examples of violations of these statutes.
and be in good standing at the time of each rete change to remain e�igible for the benefits of the c, The undersigned is responsible for immediately reporting (within twenry-four hours) the theft or loss of
rateguard'" program. the postage meter that is subject of this agreement to the lessor. Failure to comply with this notification
c. The rateguard'" Program must remain in effect on the Customer's account for a minimum of the initial provision in a timely manner may result in the denial or refund of any funds remaining on the postage
contrect term. Once the initial term is satisfied, reteguard'" will remain in effect unti� the end of the meter ai the time of loss or theft.
correspondfng rental equipment and/or servfces rentai agreement. d. The undersigned unders[ands that the rules and regulat(ons regarding the use of this postage meter as
d. FP reserves the right to modify pricing with 30-days written notice, after the initial contract term. documented in the Domestic Mail Manual may be updated from time to time by the United States Postal
e. reteguard'" does not cover carrier rate changes occurring fewer than 60 days from the date that Service and it fs the undersigned obligation to comply with any current and future rules and regulations
rateguard"' is added to the Customer's existing rental agreement/contract. This restriction does noY apply regarding its use.
to new Customers who have si@ned a rental agreement fewer than 60 days before a carrier rate change.
6. GENERAL PROVISIONS: THESE TERMS AND CONDITIONS APPLY ONLY TO THE METER, RENTED EQUIPMENT, ANDJOR SERVICES SET
a. Customer acknowiedges FP's exclustve ownership of the meter(s) and equipment, and that Customer FORTH ON PAGE ONE OFTHIS AGREEMENTAND �0 NOTAPPLYTO ANY OTHER FP EqUIPMENT.
has no rights except for use for the Rental 7erm, and agrees to indemnify and defend FP from any claims,
legal actions, and costs (including attorneys fees) resulting from Customer's use and operation, and will Signature of Customer's Authorized Representative:
take reasonable actfon, to protect FP's ownership.
b. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETVJEEN CUSTOMER AND FP, SUPERSEDES ANY PRIOR gy;
UNDERSTANDINGS OR WR�TIN65, AND IS SUBJECT TO WRITTEN FINAL ACCEPTANCE BY FP'S MAIN OFFICE.
c. Notices must be in writing and are given, when received by mail, to Customer's or FP's main office or to printed Name:
another address of which Customer or FP later give notice. �, `
d. When distribution to customer is selected, the equipment must be set up with the customer within 15
days as rentai bilfing will begin at that time. Any billing issues, as a result of delayed installation, will be the Date: t O�^p
responsibility of the Customer. � 0
FM_MG_RENTAGR_07 Page 2 04/25/2011
A
y -
Equipment Quotation
Quote Number: 23110272
� RECREATION EQUIPAl1ENT COMP Quote Date ioiasiaoi i
Customer Nwnber
Sales Representative Terms of Sale: Net 30
Miracle of South Florida Customer Class: 1. Pazks & Rec
Connie Brown Shipping Method: Best Way
Freight Terms: Prepaid
8096 IVW lOth Street Approgimate Ship Date: ASAP
Plantation, FI. 33322 Cust PO Num:
Phone: (954) 306-8885 Fax: (954) 306-3577
Prepared Village of Tequesta Location: Village of Tequesta
For: 399 Seabrook Road 399 Seabrook Road
Tequesta, FL 33469 Tequesta, FL 33469
gcorbitt@tequesta.org
rayment/ Greg Corbitt (561) 575-6247 S�PP� Greg Corbitt (561) 575-6247
Accounting Delivery
Contact: Contact:
Quantity Item Number Description Price Each Price Total
1 985526P Straight Tube with windows $0.00 $0.00
Color List:
Equipment Total: $0.00
Installation: $500.00
SubTotal: $500.00
Grand Total: $500.00
Special Colors:
Hunter Green
Notes:
Prices do not include any parts or services other than listed.. Original Order #562098.
This Quote shall not become a binding contract unril signed and delivered by both Customer and Miracle Recreation Equipment Company ("Miracle").
Sales Representative is not authorized to sign this Quote on behalf of Miracle or Customer, and signed Quotes cannot be accepted from Sales
Representative. To submit this offer, please sign below and forwazd a complete signed copy of this Quote d'uectly to "Miracle Sales Administration" via
fax (417) 235-3551 or email: orders@miraclerec.com. Upon acceptance, Miracle will return a fully-signed copy of the Quote to Customer (with copy to
Sales Representarive) via fax or email.
THIS QUOTE IS LIMI1'ED TO AND GOVERNED BY Tf� TERMS CONTAINED HEREIN. Miracle objects to any other tem►s proposed by Customer,
in writing or otherwise, as material alterations, and all such proposed terms shall be void. Customer authorizes Miracle to ship the Equipment and agrees to
pay Miracle the total amount specified. Shipping terms aze FOB the place of shipment via common carrier designated by Miracle. Payment terms aze Net-
30 days from invoice date with approved credit and all charges are due and payable in full at 9020 Paysphere Circle, Chicago, IL 60674, unless notified
otherwise by Miracle in writing. Customer agrees to pay all additional service charges for past due invoices. Customer must provide proper tax exemption
certificates to Miracle, and shall promptly pay and dischazge all otherwise applicable taxes, license fees, levies and other impositions on the Equipment at
its own expense. Purchase orders and payments should be made to the order of Miracle Recreation Equipment Company.
Rep #: 23 Order #: 23110272 Page 1 of 2 Rev A 061011
y t
Quote Nwnber: 23110272 Quote Date: 10/25/2011 Equip�nt Total: $0.00 Grand Total: $500.00
CUSTOMER HEREBY SUBMITS TTS OFFER TO PURCHASE TI� EQUII'MENT ACCORDING TO THE TERMS STATED IN THIS QUOTE AND
SUBJECT TO FINAL APPROVAL BY MIKACLE.
�
�-.--�--.�-- -- � . . <r
Submitted By inted Nam and Title Date
TI� FOREGOING QUOTE AND OFFER ARE HEREBY APPROVED AND ACCEPTED BY CLE CRE EQUIPMENT COMPANY.
By ' Date:
ADDTTIONAL TERMS _CONDITIONS OF SALE
1. Use & Maintenance. Customer agrees to regularly inspect and maintain the Equipment, and to provide, inspect and maintain appropriate safety
surfacing under and around the Equipment, in accordance with Miracle's product literature and the most current Consumer Product Safety Commission
Handbook for Public Playground Safety.
2. Default, Remedies & Delinquency Charges. Customer s failure to pay any invoice when due, or its failure to otherwise comply with the terms of
this Quote, shall constitute a default under all unsatisfied invoices ("Event of Default"). Upon an Event of Default Miracle shall have all remedies available
to it at law or equity, including, without lunitation, all remedies afforded a secured creditor under the Uniform Commercial Code. Customer agrees to
assist and cooperate with Miracle to accomplish its filing and enforcement of inechanic`s or other liens with respect to the Equipment or its location or its
repossession of the Equipment, and Cnstomer expressly waives all rights to possess the Equipment after an Event of Default. All remedies are cumulative
and not altemative, and no exercise by Miracle of a remedy will prohibit or waive the exercise of any other remedy. Customer shall pay all reasonable
attorneys fees plus any costs of collection incurred by Miracle in enforcing its rights hereunder. Subject to any limitations under law, Customer shall pay
to Miracle as liquidated damages, and not as a penalty, an amount equal to 1.5 % per month of any payment that is delinquent in such month and is not
received by Miracle within ten (10) days after the date on which due.
3. Liavtation of Warraniy/ Indemnity. MIRACLE MAKES NO EQUIPMENT W?�tRArTITES EXCEPT FOR THOSE STANDARD WARRAN'TIES
ISSUED WTTH THE EQUII'MENT, WHICH ARE INCORPORATED HEIZELN BY THIS REFERENCE. MIRACLE SPECIFICALLY DLSCLAIMS ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR Fi'I'NESS FOR A PAR'ITCULAR PURPOSB AND ANY LIABILTTY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND SAVE MIRACLE HARMLESS FROM ALL CLAIMS OF ANY
KIND FOR DAMAGES OF ANY KIND ARLSING OUT OF CUSTOMER'S ALTERATION OF THE EQUII'MENT,ITS FAILURE TO MAINTAIN THE
EQUIPMENT, ITS FAILURE TO PROPERLY SUPERVISE EQUIl'MENT USE, OR TTS FAILURE TO PROVIDE AND MAINTAIlV APPROPRIATE TYPES
AND DEPTHS OF SAFETY SURFACING BENEATH AND AROUND THE EQUIPMENT IN ACCORDANCE WTTH MIRACLE'S INSTALLATION AND
OWNER'S MANUALS AND THE MOST CURRENT CONSUMER PRODUCT SAFETY COMMISSION HANDBOOK FOR PUBLIC PLAYGROUND
SAFETY.
4. Restrictions. Until all amounts due hereunder are paid in full, Customer shall not: (i) permit the Equipment to be levied upon or attached under
any legal process; (ri) transfer title to the Equipment or any of Customer's rights therein; or (iri) remove or pernut the removal of the Equipment to any
5. Purchase Money Security Interest. Customer hereby grants, pledges and assigns to Miracle, and Miracle hereby reserves a purchase money
security interest in, the Equipment in order to secure the payment and performance in full of all of Custome�'s obligations hereunder. Customer agrees that
Miracle may file one or more financing statements, in order to allow it to perfect, acquire and maintain a superior security interest in the Equipment.
6. Choice of Law and Jurisdiction. All agreements between Customer and Miracle shall be interpreted, and the parties' obligations shall be governed,
by the laws of the State of Missouri without reference to its choice of law provisions. Customer hereby consents to the personai jurisdiction of the state and
federal courts located in the city and county of St. Louis, Missouri.
7. Title; Risk of Loss; Insurance. Miracle Retains full title to all Equipment until full payment is received by Miracle. Customer assumes all risk of
loss or destruction of or damage to the Equipment by reason of theft, fire, water, or any other cause, and the occurrence of any such casnalty shall not
relieve the Customer from its obligations hereunder and under any invoices. Untii all amounts due hereruider are paid in futl, Customer shall insure the
Bquipment against all snch losses and casualties.
8. Waiver; Invalidity. Miracle may waive a default hereunder, or under any invoice or other agreement between Customer and Miracle, or cure such
a default at Customer's expense, but shall have no obligation to do either. No waiver shall be deemed to have taken place unless it is in writing, signed by
Miracle. Any one waiver shall not constitute a waiver of other defaults or the same kind of default at another time, or a forfeiture of any rights provided to
Miracle hereunder or under any invoice. The invalidity of any portion of this Quote shall not affect the force and effect of the remaining valid portions
9. Entire Agreement; Amendment; Binding Nature. This fully-executed Quote, as suppiemented by Change Orders and invoices containing exact
amounts of estimates provided herein, constitutes the complete and exclusive agreement between the parties. A Change Order is a written instrunnent
signed by the Customer and Miracle stating their agreement as to any amendment in the terms of this Quote. Customer aclrnowledges that Change Orders
may result in delays and additional costs. The parties agree that all Change Orders shall include appropriate adjustments in price and time frames relating
to any requested amendments. Upon full execution, this Quote shall be binding upon and inure to the benefit of the parties and their successors and
assigns.
10. Counterparts; Electronic Transmission. This Quote, any invoice, and any other agreement between the parties, may be executed in counterparts,
each of which shall constitute an originai. The facsimile or other electronic transmission of any signed original document, and retransmission of any signed
facsimile or other electronic transmission, shall be the same as the transmission of an original. At the request of either parly, the parties will confirm
facsimile or other electronically transmitted signatures by signing an original document.
Rep #: 23 Order #: 23110272 Page 2 of 2 Rev A 061011
��
Mollv's Trollevs HOURLY RATE AGREEMENT
� --------------------------
of West Palm Beach � Date Requested: Friday, November 18, 2011 �
2625 Mercer Avenue �
West Pa1m Beach, FL 33401 � Hours Requested 5:30pm to 10:30pm �
Ph: (561) 838-9511 i------------------------- �
Fax: (5G1) 838-9512 "Hours Reguested"rr�cludesgarage togarage trme.
...............................................................................
Client Information Client Number. CE -10417 Today's Date: 10/24/2011
....---• .......................................................................
Village of Tequesta Cell: Work: (561) 768-0473
Additional Notes
Mr. Greg Corbitt �--------------_--_.,
399 Seabrook Road � �
I �
Tequesta FL 33469 �
�--------------------�
� ServiceDescription: EventShuttliiig ---•-----------------------------•------....
Scheduled Itinerarv: . . . Hourly Rate: $133.00
5:30-5:55pm- 1 Trollep travels from WPB to Tequesta
5:55pm-1 Trolley arrives @ Stage Location - Check In # of Hours: 5
6pm- Lead Driver to call contact and review work Cost per Trolley: $665.00
6-10p-Shuttle as directed down Tequesta Drive # of Trolleys: 1
10pm - Lead Driver Checks in w/ coordinator
10:05-10:30pm - Trollep returns to WPB Subtotal: $665.00
Hrs: 5:30pm-10:30pm=5 hrs=$665- $170 (Listed as sponsor
Add Expense: . . . .$0.00
on all ma.rketing for event)=$495 Tota1 All Inclusive!
Trollep is half-open, half-enclosed and seats 25 Less Discount: $170.00
No deposit necessary. We will bill in full. . ' " " " " " " " " " " " "
The Fine Print Estimated Total Due: $495.00
........................................•-•--..................................
De�osit Requested: Please remit due to xeserve youx event.
Cancellation Policv: In the event contracted service is not required the customer is responsible for a$250 cancellation
fee (per trolley) provided written notice is given 45 business days before Event Date. If <�� 45 business days written
notice is given, customer is responsible for Half of Estimated Total Due (per trolley). If <�� 14 business days written
notice customer responsible for 2/3rds of Est Total Due (per trolley). If «3 days written notice, payment due in full.
Additional Charges Polic� Customer acknowledges that contract is based upon a contracted time &ame. On the day of
the event, if your actual service extends beyond the scheduled itinexary and the appropriate Molly's Trolleys representative
has been contacted, the customer will be responsible for additional charges to acrue begining one hour after the original
time agreed upon . If customer does not contact our representative to adjust the return time, the customer is responsible for
additional charges be nin immedia.tely after the contracted retum time. Additional charges are determined on 1/2 hour
Promise to Consumer: Molly's Trolleys maintains our vehicles on a strict schedule in accordance with manufacturer's
specificarions, and we expect them to operate smoothly for every event. However, should contracted service be
interrupted due to an unforseen mechanical failure, an Act of God, or any other reason, Molly's Trolleys will provide a
similar vehicle or bus to complete the scheduled itinerary.
I accept the above stems.
Village of Tequesta Molly's Trolleys of West Pa1m Beach
x
------------------ ------------------
By: �,e: / L��lZ,ZQ By: Molly Stahlman, Molly's Trolleys
U�11��� �1��Q� e2,.
.�
Moll�'s Trollevs INVOICE FOR
of West Palm Beach DEPUSIT
2625 Mercer Avenue
West Palm Beach, FL 33401 �------------�
Ph: (561) 838-9511 � INVOICE NUMBER: �
Fax: (561) 838-9512 j 10417 I
Today's Date: Monday, October 24, 2011 � _ _ _ _ _ _ _ _ _ ... _ �
BILL TO:
Name: Greg Corbitt
Organization: Village of Tequesta
Address: 399 Seabrook Road
City, State ZIP: Tequesta. FL 33469 EVENT TYPE: CE
DESCRIPTION Service Description: Event Shutrling
Event Date: Friday,lVovember 18, 2011
Hours in use: 5:30pm-10:30pm
Estimated Total Due $495 .00
Please make your deposit check out to: Molly's Trolleys. To ezpedite processing of your request,
please list your INVOICE NO on your check. Only a signed contract and deposit (paid by deposit
due date) secure your trolley and event date. We will send a CONFIltMATION LETTER once we
receive and process your deposit and contract.
Send vour denosit check and si�ned conv of vour contract to:
� � Deposit Due: �
Molty's Trolleys 2625 Mercer Avenue � Deposit Due Date• �
West Palm Beach, FL 33401 � INVOICE NO• 10417 I
�----------------�
For credit card payments, Please fill out the following information and return
-----------------------------------------�
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i Circle Type of Card: VISA AMEX MC DINERS i
i i
i Card #: Ezpire Date: i
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i Print Name and Address of Cardholder if different than a6ove: i
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i Amount to charge: i
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i X (Sign Here Please!) i
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-----------------------------------------�
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HEADQ{tARiEAS U.S. CpCAT(OfiS
P.O, Box ii4 �,,,� AUanfa, GA htontgomary, IU,
, � CasNe� PA 15103 ' 72i. G52. 1288 pubum. NY tiRV Cadi�, pp
nrne[ wea
724. 65L 9555 yyyrp�.pyrptapllOD.cW�F �i�: �% ftew Ofie�lns, LA
rQl� �Rf� Fut laaderdeN, FL Saluda, SC
(1 T �" $00. 8S�1, 4705 au.tlL
IMO@pyrOElWtO.tOrt1 7alftey�NFi Tll►f1pi, q,
�•/ �. laa Veqtt, NV Ytndend, NJ
- VfiAtE FAtillY i10.tW4A%S+f8t9
Fireworks Display Contrac! �
THIS CtiNT'RAET (tbis °ContracrJ IS made this th day of . 2dl i by and behveen pYROTECNIGO, a
Pehnsytvanfa Corporatlan ('pyrobecNco"}, ar�l Viliana of Yeeuast� ("Sponsor"}, wtth Its p�indpat piace qf business located (n 7eauesta,
��
4V1iEREAS, Pyroternico is deyrous of pmviding Spo�nsor v�ith a 8�ewarks e�ibitlon aM dispiay for Sponsar's benefit under such terms arxl
conditluns as provided herein, and thereby, the parties agree as fatlows:
1. �ireworks Otsplay. �
PyroteCnlca shaN sei, furntsh and d�{twer ta Sponsor �ertain tkewortca which Pyrotemico agrees to exh(bft and dE�piay on
Q�TE _NOVembar 18�'.2di1 /R9Ir1 Date• (fleilA illi ln �In
�l
(Hote: Rsln datas 1�ut evaitahie ort Ju(y 2-4, �011— If planning a Rain Oats duWn9 �uty 4� waely Please cansult witlf Your Shaw
Producer defwa su6rnttting) In acaorda�ce wi th thc prog�am set fatfi and aigreed upen at the tirtie af the stgnfn9 af thfs Gonbad, tfie
specifiis of whith ars set forth (n ttie °FlrewoNcs ExhA�iBon and.Displ�y Program" af�ached hereto and fnaorparated hrxeln hy reference thereto
(the "Ft�eworks puplaY).
�. Payment 5chedule.
For and In consideration of Lh� Ftreworks Oisplay, Sponsor agrees ta pay Pyratecnfco the cbntract prtc�e o{_ ��pOp.Op fthe
`'�ont�ad Pdce'� peid as fdtows; a. 5096 of the Contract Prlce due upon the signing Of thts Contract; b, tl�e balante of the Cartrad Pdce due
wttt�n ten (10) days of completion of the F�reworks Displayr.
PtiCe�es�S�Irt1Wt� P��f�f"EPit
made by certlfled check tirothervrise as ag�eed by Pyraternica ta Pynoternka at P.O. Bpx 149, New C�stle, PA 16103. Furtf�ermore, h the event
Spon�oriafl5 to perform tts obNgat(ons and respaystWptics as set brth heretn and it bemmes necessary far Pyraternioo to r,nforce iks rlgl�s by
hlring an attumey or third party, Sponsor sha11 be responsible fnr ait tses end oo�s inaured by Pyrotnrnko 6o mltect s�d sums.
3� Displa�y Res�ponsibitibies. '
F'yratecnico and Spcx�or wiil tollaborate In the perfom�ante � ail tasics rekifiirig to the Fireworks bisplay.l'f�e tasks ptttude, but ara nflt IfmiGed �
�� C�� P��9 and ilmfshtnp a place suitable for the arewruxks Dtsplay (tha 'Display Slte"�, td) aPph+��9 �s�, obtairi�ng and sccurrng ali uerm�t�
licer�es and appruvats requlred by ail appitca6felod, sta0a and iederal taws a�c} regulatlons as wetl as tfwse reaqufred by arry local polk7e and ti�e
depaitments tor ihe �keworks otsPFaY (couective�+, the "ttE4ui�ed RpP[deals7 5pot�sct' ts r+esPdt5161e for the paymlett# of alt yovectrnental fees end
e�e� knposed of applltd to tltis extilb(Har►, (ifi) provtdtng edequate prMate atd/or public seairiEy,.poftte and Rr� prvtectlon, (hr) securing an
atcepWWe locadon with pdvate and/or pubik sawrit�r perswmd ta p� the iyratea�ko fkrewcxics tn�k(s) overnight (or iar such longer ar shorter
petlad as Pyrotemtm may reascxtiably require In order to effedfvely provide ti�e.Flr+ewocks Dfspiay�; {v} SeCU�fng adequehe pretecUon ta pr�eciude
af! indivl�al�, other than thase authorixed by Pyro[CUtito. frQiri er�erittST tfie secwity area dosig�ated by Pyroternko, (vi� ranoving and keeptn9
unautl�oilxed persais; as wdi as, persaial oc real property of anY ktnd, ktdu+ding, vAthout ilmitaklon, mobor vehides, autstde ot the area
deslgnatdi by Fyrote�tao asthe Dlspiay SiGa, fallout area or safe zone. Pyrot�cnlao and Spor�or shafl fulfll f� responslbiNtles as set tath
herein fn acoordarxe wtth all loc�, state arxi (ede�al rules,laws, wders and regulatlons, InducNng thCSe of the Natldtai Fire Protectlon Assnciadon
(NFPA).
4. t�redittttg.
Spaisor agtees ta cedtt Pyroteviiw as "fir�works by PyroftcnlcR" In �II advertlsing/marke�ny materials that �e w{tfiin the Sponsors auftarity.
5. IndemnificaHan and LimitaHon aP Ctability.
Sponsor shaU IndemnKy, defend and hoid Pyro[ecnfco and its sha�ehdders, dkecDors, o�ioe�s, emptayees� bgents, representatives and Insuras
harmtess from arry and ail demands, cfatms, ceuses of actian, judgme� ar IlabilRy (trrcfuding, without Rm(tatim, the assLs oF sWt and reasonabla
cost� � experfis and atfiorneys) arlsiny from damaye ta or d�structlon � praperty (indudtng, withaut Vm(tatlon, reaf ard pe�onan or bocAty or
paaonaf triju�tes {indudirg, wilfiout pmitaUon, death), whetti� arising fram tnrt, wntact or att�envise, ihat aocur dtractly+ or kidirecdy from (a) th�e
gro�s negAgence or wllfui mfsconduct of �onsa� ar lts erc�ptoyees, a9ents, cantractois or repre5entafives, or (b) the faiture of 5ponsar to canpty
with its ob�gatiwu.er� respor�sibUiE(es as set facth her+efn. Py►otea�too stt�u indemnlry+�, defend end hdd Spo�x harnilese fmm arry and all
demands, daimg, causes of adion, judgments or xab�ttty pnctudtng wf�wut NmHation, the cflsls of suft end �asonebie maFs of �cpe�ts and
attameys) arf�np fran damage to or desMictlon of prop�rt�+ {Indudfn9, wittwut pmi�ian, real and personal) c�r badily or pensanal InJurtes
(Indudinp, wlthout Ilmltatlan, d�th), whethe a t rom t� ao ntad or oti�erwtse, tl�at oar� dfrectly er fndlrectlY frCm fhe 9ross ne91(genae cx
Flreworks Display Conbact � � 2
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T`d GOEL—SLS—I9S h�#� 1�C2l3SFJ� dH WdL9 �6 T T0� LI ��0
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a t ,
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1
YITALE� fAAf�ILY fIt6WO�KS a fi�l
wtltf�! mismnduct of Pyroted��o or tts emD�Y�� �� ccnlractors or reprrsentatives. S
ba retvver any aqise4nentlt , iF►ddentai� es�em�iary, sPedal and: or punitiv� da _ es fivm p�vtcrn o r fndud� �t_Iimi� � oss of ��
income� bua�n�,s profits. _ ' `•°••° �•, r....
lam�i�'e�"�[��'� , � V, � �,������ t�������
ttre��o'sEt�,l�'��a��>��K4�r .cf�5t�C�' :x � . _. :���� _�� � ".'�`' �� F�'�`t31� �c�
6. Postponement.
In the eve�Gthat weatl�eris such qiat pytatecnfco, In iis sde and absdute disa detvmines fhat the Flrewoek� t3lspfaY wpuid t�e Iinpossfbie
or woutd unnecessarify fntrea58 ktte dsk of damege or danger 6o person andJor property, the paryeg agree to Immed�tety hold a posfqonement
meeting at whkh tir�e an afbempt to r+�eduUs the Ftrswrorics DL�lay stsatl be dlseus4ed witM a vkw Ecwartl readiing a mutuaiKr satlsfadory
pastponement tfine and/a dabe:.If ttx pazties agree ta a new scheduted date, tfien Sporssor shaM pa�r 25g6 ct`the oor�rac,t Pt�(pe for e�ar�s
Pyrotecnioo has Pnc�ed, tn Che ew�t a mutually satt�r I�ostponement date for tfie Fireworks OfsplaY cannot be determh�ed, this Contract
shati became nup end vpid and nttther party shdlltave at►y �rr(fier o�igdtlon or rasporieibiBty heraunder, urovided weve�, thak In such event
' Sponsor s►�ail pay to Pyrotea►lao a 5urn equai to sevcnty-flve (759b} of the Co�rbad Prite as pquidated damag�.
7. C�n±�e(I�tlo».
tf (�) Sportsar carxels tfiis Cartract far any reason, or (it) pyrobec�ioo ts unable to dmely mmplete al! tasRs reiattng to tfie Rrev+orks pispiay M
acrordance w(tlt ifiis Cantract with the esst�ianoa of �ionaor and c�ncels.thls Contrect desplte �oth paftles best etfoKs, iiquidated damages fw
sud� carioeNakio» shail 6e paid by Spansor bo Pyrpt¢cr�lco � ihttqm: a In the event the Firewarks Olsplay is canceiled mpre ti�an thkty (30) days
b�ore the da#e seheduled for the areworks Oispfay, tweMyr-8ve peraent (2596) of the amamt of the Contract Prbe; b. Yn the event tliat the
Fireuvorks Dispiay ts wnCelted less than 3Q days 6etvre tfie d8te schet�uled far the F4�wnrks DiSPIaY� seventY'flve prscent (759'0) of the amount of
die Curtfract Pdoc.
In ttie event that Sponsar chooses to teimlrbFe thTs Contract it shalf do 6 wr f
, ew �, pA 16103, ce shali be etfec�Ive upon recelpt � safd wrltten notlee by PyroCCCnito. Exccpt as pisri(ded in Sectlon 6 above
with respecE to weathet pastponement, In fhe event of drwmstances beyond (fie cantrol ot either pariy, such as flre, stdkes dday, or siMlar
causes whtch prNVent ttK da�tvery o€ rnafertals cx ptrf�armance,s as set fo�th herein, the partfies herebo release or�e anothar from any and all
obpgattotrs and.respo�sibiwtk�s contaiqed her�Fn.
8. Venue.
In a�tlon on or nelating tio tfiis CantraC� the partles heneta earserrt to Uie excicrsive jwfsdi�tton and ver��e cN We �abe courts locahed in �
�4��� and of tiie federal aout� located lit the UNted Skipes Dfstrid Gourt {or tt�e Wes#em Distrkt oF Pemsylventa.
9. Legat Cons#ructian.
If any provfsian of thfs Contract ts hetd bo be iile9aE, invafid or othe►wts+a unerrt'orceaMe, then: (ay the some sha11 not affect other terms ar
p►ovlsions of tlib Contrad; and (b) suth term or prnvtsion shall be deemett modl8ed to the extent necessa►y to render stxh tcrm or provfsirn
enfaraeabie aM the riyt� arxt obliyatlons of the paKies �all be cvnsWed and enPorced accoMittgly, proservtrg to the tuilest extent the int�ent
a�nd agreemsds aP the parfles set fa�rth hereln. Pyrotep�iw reserves tfie rfght ta sub5kitute products oF equa! a� grcaEer value:
10. Lntire Agreement,
Thfs CorKrdtt anct dte FtrewoNcs Exhibidon bnd �tay Program canstitufes the e�tre agreemenk between ihe pardes herebo, and there are no
otlier undersWndtngs, eftl�er arat br �vrltberi, regerdhg ta it�e subjec# matter her�P.
IN WCi'NESS WHEREOP, th8 wndersigned e�cuted this Contract bY and mrough thetr suthaized representatives whase names appear b�Jav.
PYRQ 1C0� CUS1'OMRR NANE HERE: C(ty ot Taqueata
By; � .. + r""'T`� „ " -- � .
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'fitle: � _._ 'Titfe� ..�.(�'" � t r� -�
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Flrewarks INsplay Contract . - 2 oF 2
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A� R� CERTIFICATE OF L(A�{LITY IN$URANCE OAFEI�MlDQrYYYYi
i0l17t2Q11
THIS CER7IFICATE iS ISSUEt3 AS A MATTER OF INFORMATION ONLY AND COIVFERS NO RIGH7S UPON THE CERTIFICRTE HOLDER.THIS
C�RTIFICATH DOES N07 AF�IiiMATIVHLY OR hiEGATIVELY APA�ND, EMTEND OR ALTER THE COVERAGE-AFFORDEO BY7H6 POLICIES
BELOW TNIS CERTIFICATE OF tNSURANGE OOE8 NOT CONSTi7UTE A CONTRAGT BETiM6EN TWE ISSUING INSURER(S), AUTHORlZED
REPR�SENTA7NE OR PROdUCER, AND THE CERTIFIGAT� HOlOER.
tMPORTANT: tt tMe certificata hoider fs an ADDITIONAI INSURED, Ehe policy{fesj must be endorsed. if SUBROGATION IS WAIVED, subject to
fhe terms. and cottditions of the poiicy, cartain policfes may requlre an endorsemer�t. A statemant on this cerHflcate doss not confer rights to the
certitlaate hotdQr in Ileu of sucri errdo�sement{s}.
PROOUCER N E: Melanie Ailen
MCGRIFF, SEIBELS 8 WfLCIAMS. 1NC. PHONE g�p,q�g.22� �
P.0.8ox tOZ65 ruC N .
Birmingham, A! 35202 A �� ��maflQmcgri(E.tom
Iri3URER S AFPORD�N6 COVERAGE +�� �
tt�suRErt n:United 3talas Fire Irtsurance Cam an 21113
iNBUReD INSUR6R e:Jamea River Insurance Cam n 12203
pyrotecnico af Piorida, LLC
P.O. Box 310 �NaureER c:CaHin 5 eciafl insurance Com an t5989
Nev� Gasile, PA 181Q3 INBURER D:
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.... -- MSl1RER�E: .�_�_,
INBURER F :
COYERAG�3 CERTIFICATE NUMBER:CECRP4EP REVISION NUMBER:
THIS IS TO CERTIFY 7HAT THE F461CiES OF INSURANCE LfSTED BELOW HRVE BEEN ISSUED TO THE INSURED NAMED A80VE FOR 7HE POLtCY PERIOD
IN�tCATED. NOTWITNSTANDiNC3 ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERF4fiGATE MAY BE ISSUEO OR MRY PERTAIN, THE INSURAN�E AFFOROED BY THE PO41CIES OESCRIBED MEREIN IS SUBJECT TO ALL THE 7ERMS,
EXCttlStOh4S AND CONDITIONS OF SUCH ?OLICIES: LtMITS $HOWN M/4Y NAVE BEEN REDUCED BY PAID CLAIMS.
1 SR PO I@Y EFF PdL�� . UMI7S
� TYPEOFINSURANC£ POLICYNUkfBER- MAtIOD MMlDQ �
g 6Et4ERAlUA81GTY 0002 2603 01l14�12051 Ol/14/2012 EACHOCCUt2RENC6 S �'
� COMMBRC�AL GENERAL 1u18111TV PREMI��ES (Ea occurrexe S ______.,,_ ��'��_
CLJCMiS•�tADE Q OCCUR � MEO EXP (My one person) S � 5, �
PER56NA18 AOV INJUR`F S u1,000,000
GENERAL AGGREGATE $ 5,000,�00
POIICY X PRO• �� S
A AUT4NDBILELIpeIUTY t337305428 01/14/2 1 Ot/14l2012 E e M �. L I 1
X ANY AUTO BOOILY INJUFtY (Rar psrsoe) i
At�ti� NEO ��UCEO BOOILY INJURY (Par acddanlj f
NON�OWNEO PR4PERTY DAMAGE 5
X HIREO AUTOS x AUTOS acddent
X���In�erChq Comp. S1000 deductiWe Coll. 51000 deductibie
8 USIBhE4U1 LIAB x 0� 23 01l14f2011 01114/2012 EgCH OCCURRENOE 5 a '�'�
OCCUR
}( EXGE88 LIAB ��qIf,I3.F,�qpE � AGOREGA7E S d '� 0 •�
pED fiETENTION $ S
WOiiKER3 COMPEN9KTiON WG 37ATU• OTH•
- ANO EhiPE0YER9' LIABI�ITY Y�/ N.
pkfy pROpq�E7pplRAR�TNEWEXECUTIV� � N � A E,L. EACN ACCIDENT S
OFFICERlMfiMB@R EXC4UDE07 E.l, p�5F.A6E • EA EMPlOYEE 5
(ManUatory fnNH) -----•--
itys6, QOauiGe UMIe� - E.L. OISEA5E - pOLICY UMIT 5
DESGRiPTIdN OP OPERATIONS balo+u
C E ESS MBREICA COVERAGE XSA2a02600112 Q1t14/2011 Ut/14124ti2 XS Unde�lyfng 4, Mil s 5.�.�
S
S
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DESCRIPitON OF OPERATlONS f IOCATtOkS /VEHiC1,ES (Attach ACORD 101. Additiorol Remarks StMdWe, M mor� spaca ts nqulred►
Ffrevrorks Uisplay Dale: hiovsmber 18, 2011
loEation: IntersacGon of Main SUeet and 8rtdge Road
The Certificate Holder fs �amed as Additiorral insured wilh respecl ta Generai Liability as required try written contracf.
CERTIFIGATE HOLDER C/INCEL1.lATION
5HOULD AMY Of THE ABOVE D@SCF218f0 POLICIES BE CANCELl�O BEFQRE
THE EXPIItATiON DATETHEREOF, NOTICE Wlll. BE OELIVEREO IN
RCCORDANGE WITMTNE POLICY PROVISIdNS.
Viilage of Tequesta AUTHORIZEO REPRESENTATtVE
345 7equesia Drive �
Tequesta, FL33469 `•.��KY �1/,1..t
Page 1 ot i � 1868-2010 ACORD GORPORATtON. All rights reservsd. x
� ....�, PL��tCHASE ORDER
VILLAG� OF TEQUESTA
�'�l'��' 3�k5 �'equesta Drive - • P,o. �uro�aER
Teq�esta, Ftorida33469-0273 - ,,::;,;�,<<�
:,:?,'?: � �
.� (561) 768-0700 Fax (561) 768-0699 ".i;�:��,���i` ��s� ;. t'�4t�42��5 t:-
VENDOR 3g � _
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SHIP VIA: ORDERED BY: GREG CORBITT
F.O.S.: P.O. TYPE: Regular
TERMS:
RCCT. NO.:
DESCRIPTION: FIREWORK DI3PLAl' TEQUESTA FES� �
FL STATE SALES TAX. EXEMP. CE.RT. � 85-801264f4S2C-5
���� " ' • • .
1.000 FIREWORKS DISPLAY 2,000.0000 2,000.00
TOTAL: $ 2,000.00
001-231-534.303 Special Events 2,000.00
. �
_�'
PURCHASE ORDER NUMBER IMIUST APPEAR APPROVED
ON ALL CNVOfCES, PACKAGES, AND BY
Ski1PPtNG DOCUMENTS.
DELIVERIES VtiIkLL BE RCCEPTED MONDAY
THRU FRfDAY 8:30 AM - 4:00 PM Autho�ize �gnature —
Simp/exGrinne//
BE SAFE_ s o��i ane�urt�
Jupiter, Florida 33458
Ph: 561-277-4193
Fcrx: 561-747-7307
Pkepchar a�SimplexGrinnell. com
PROPOSAL AND SERVICE QUOTE AGREEMENT
SimplexGrinnell Quote # Salesperson: Date:
PK-110914-01 Peter Kepchar 9-14-11
License No. EF2000580
Customer: Tequesta Village Hall. 1536453 .lob �ocation:
345 Tequesta Dr
Tequesta, FL 33469
Ph:561-575-5272 Fax:561-575-6245
To (if different from Customer): Customer P.O. #
Debra A Telfi'in Ph76&0465 Fax 768-0697 Dtelfrin@Tequesta.org
Russell White 262-4339
SimplexGrinnell ("Company"), for and in consideration of the prices herein named, proposes to furnish ihe work, and/or materials hereinafter described, subject
to the terms and conditions of this Agreement. Work if listed will be performed during our normal working hours.
SCOPE OF WORK: �
— — - — - —
Replace the Fire alarm panel CPU which is intermittentiy crashing possibly due to a
surge, per our technician Richard.
Note: In the event that any additional equipment is needed to perform any of the repairs listed above, the additionai equipment will be
quoted separately. "Th� proposal dces not include Prevailing Wages in support of federal DBA wage detgrmination." Abatemerrt of
any Hazardo� material Not Included. Lift if required to perform the above work not included unless noted above. Work will be :
perFo�med during SG normal working hours. Returns not accepted. Includes $24 fuei charge. Fire watch, 120 volts, Patch and paiM if
required by others. AHCA requiremerrts if required Not included.
Piease sian and return to us and we will orocess vour order. Tax Not Included.
Payment NET 10❑ NET 30 � C.Q.D.Q DEPOSIT: $
❑ Time and Material ❑ Price Not to Exceed $ Fixed Price of $ 1 ,871 .ZS + T8X BALANCE DUE: $
AMEX❑ MCNisa ❑ Discover❑ CREDIT CARD# E�iratlon Date: N�ne on Credit Card _
(If work under this Agreement is tax exempt; CustomerMUST provide exemption cert�cate.)
IMPORTANT N0710E TO CUSTOMER
io accepting ihis Proposal, Custan er agrees to the tertns and caiditions contained heiein nc{eding #�ose an Ihe iollowing page of this Agreement and any atlachmenis a riders allached
herem that coniain additional term s and conditions. It is understood lhatihese �Rn s and wndiUons shall prevail o�+er any variation in ferms and conditions on any purchase ader or other
document that the Cusb�rn er may issue. Any changes in ihe sysffim requested by the Customer a�er ihe execution ofthis Agreement shall be paid for by ihe Customer and such ch�ges
shall be aulhorized 'm wri�ng. ATTENfION IS DIRECTEDTO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITYAND OTHERCONDITIONS ON THE POLLOWING PAGE.
SIMPLEXGRINNELL LP
Customer
By: BY�
Authorized Signaiure
�'�T'�� MicNr� tG �-Old ��-� ��: Peter Kepchar
TiUe: Title: Cusbxner Service Sales
I�l LL�tC�� I�i�/11e4�E�'.
C(:d9R0 /Reu 1Nf1A1 P�na 1 mf1M.,R CimninvGrinndl 1 P dll rinbM roccncrl
TERMS AN D COND ITIONS
1. Payment Wark perfortned on a time and ma�rial basis incid�rt occurred. Such sum shall be complete and OBSOLESCENCE OF THE ITBuI OR DUE TO NORMAL
shall be atihe then-prevailing Companyra� formaterial, laba, ezclusive. If Customer desires Company to assume WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER
and rela�ed i�ms, n efrect at the time supplied under this greater liability, the parties shall amend this Agreement by SYSTEMS, EQUIPMEM, COMPONENTS OR PARTS THAT
Agreernent Furiher, in Ihe event that this Agreement is attaching a rider setting Torth the amou�rt of additionai ARE BELOW GRADE, BEHIND WALLS oR OTHER
exeaGed on a°price not b exceed" basis, the price ro liabitity and the additional amount payable by the OBSTRUCTIONS OR EXTERIOR TO THE BUILDIN6,
Custom er shall be lesser ofi 1) the limit price quo�d, or 2) the Customer for the assumption by Company of such greater ELECTRICAL WIRING, AND PIPING.
aclual cumulative billing based on the aforementioned liability, provided however that such rider shall in no way S. Custorr� Resp�sibilities. Custiomer shall pranptly notify
prevailing rate. Unless othenaise agreed in writing beiween the be ir�erpret¢d to hold Company as an insurw. IN NO Canpany of �y malfunction in the Covered System(s) which
par6es, Custaner shaN pay Canpany witltiin thiny {30) days of EVENT SHALL COMPANY BE L1A8LE fOR ANY DAMAGE, comes to Customer's affiention. This Agre�nent assumes any
the daffi of this Agreement Cusbxner agrees to pay all ta�ces, LOSS, INJURY, OR ANY OTHER CLAINI ARISING FROM existing system(s) are in operational and mahtainable
pennits, and oth� charges, including but not limited to shate ANY SERVICING, ALTERATIONS, MODIFICATIONS, condition as of ihe Agreement date. If, upon initial inspection,
and locai sales and excise iaxes, however designated, levied CHANGES, OR MOVEMENTS OF THE COVERED Company determines Ihat repairs are recanmended, repair
or based on ihe service chazges pursuant to this Agreem�t SYSTEM(S) ORANYOF RS COMPONENT PARTS BYTHE charges will be submii�d fur approval by Custaner's on-site
Canpany shall ha�e the right, at Can pany's sole d'scretlon, to CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL represenfative pria to work. Shoukl such repa� work be
stop performmg any Services ff Custaner fails to make any NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR declined, Canpany shall be relieued fran any and all liability
payment when due, until the account is current The CONSEQUENTtAL DAMA�ES OF ANY KIND, INCLUDING arising therefran.
Custaner's failure to make payment when due is a ma�rial BUT NOT LIMIT� TO DAMAGES ARISING FROM THE Cus�ner further agrces 0�:
breach oftt�is Agrcement USE, LOSS OF THE USE, PERFORNIANCE, OR FAri.URE . Provide Canpany clear access to Covered Sys�em(s) to be
2. Pricing. The pricing setforih in this Agreementis based on OF THE COVERED SYST9N(S� TO PERFORM. The serviced includ'mg, 'rf applicable, lift trucks or other
ihe number of devices to be inslalled and services to be limitatrons of liability set forth in this Agreement shall equipmentneeded to reach inaccessibleequipmenk
perfonned as set forth in the Scope of Work ff ihe achial inure to the benefit of all parents, subsidiaries and . Supply suihable electrical senrice, heat, heat tracing
number of devices installed or seroices b 6e pe�formed is aff�iates of Company, whether direct or indirect, adequa� a�ter supply, and required syst�rn schematics
grea�r than ihat set �rih in the Scope of Work, the price will Cortq�any's employees, agerits, off'�cers and directors. andlor drawings;
be inae�ased aocordingly. Canpany may incre�ase prices upon 6. Reciprxal Waiver of Clai� (SAFEiY Act). Cerlain of . Notify all requaed persons, ncludmg but not limi�ed to
notice Go ihe Customer or annually to reflect inaeases in SimplexGrinnelPs systems and servioes have recei�ed authori6es havrt�g jurisdiction, empbyees, and monitoring
mafierial and laba cosls. Custiomer agrees fio pay all faxes, Cer�fication andla Designatlon as Qualified Anti-Terrorisrn services, of scheduled �esting midlor repair of system s;
pertnits, and oiher charges, inch�dc�g but not f'nn ited to federal, Technobgies (°QATT") under the Suppat Anti-terrorism by . provide a safe work environment
slate and local sales and excise taxes, inshallation or alarm Fos�ring Efiective Technologies Act of 2002, 6 U.S.C. §§ 441- . In the event of an emergency a Covered Sys�m(s) failure,
permiCs, false alarm assessments, a any charges imposed by 444 (the "SAFEfY Act�. As required under 6 C.F.R. 25.5 (e), qke reasonable precautions to proffict against personal
any government body, however designated, levied a based on fio the maxanum extent permitted by law, SimplexGrinnell and injury, death, and/a property d�nage �d continue such
the serviae cha�ges pursuantto this qqreement Cushxner hereby agree to waive iheir rightio m ake �y clains measures untii ihe Co�ered Sys�em(s) are operaUonal; �d
3. Alarm Monitor�g Services. Any reference to alarm against ihe other for any bsses, including busmess in�rmption � Canply wiih all laws, codes, and regulations perlain�g to
monitomg senrices m this Agreement is included for pricng losses, susiained by eitl�er party or their respec8ve empbyees, the equipment and/or services provided under this
purpases only. Alarm monitormg services are per(amed resul6ng fran an activity resulting fran an "ActofTerrorism"as agreement
pursu�t �o the fierms and condi8ons of Canpany's shandard defined in 6 C.F.R 25.2, when QATT have been deployed in 9. Repaa Services {'rf SelecRed by CusOxner}. Where
alarm monitomg senricesagreement defense agae�st, response to, or recovery fran such Act of Customer expressly includes repair, replacement, and
4. Code Compliance. Canpany dces not underhake an Terraism. emergency response services in ihe Scope of Work, such
obligation m inspect for compliance with laws or regulations 7. G�eral Provisions. Custaner has seleched the service services apply only to the canponenis or equipm�t of the
unless specifically siaffid in ihe Scope of Work. Custaner level desired aRer considermg �d balancing v�ious leve� of Covered Sys�rn(s). Cushxner agrees in promptly request
acknowledges that the Authority Having Jurisdiction (e.g. Fa�e protection afforded, and ihea rehated cesLs. Custaner repair senrices in the eventlhe System beoomes inoperable a
Marsha� may establish addifional requirements for oompliance acknowledges and agrees that by this Agreement, Company, othenvise requves repa�. The Agreement price dces not
with local codes. Any additional services or equipment unless specifically sha�d, does not underlake �y obligation to include repairs to the Covered Systern (s) reoommended by
required will be provided at an additional costto Cushomer. maintain or render Cushxner's systern a equipment as Year Canpany during the iniUal inspection, fur which Canpanymay
5. Limifation of Liabil�y; Limitations of Remedy. ft is 2000 canpliant, which shall me�, capable of correctly submit independent pricmg to cusiomer and � to which
understood and agreed by the Cusbomer that Company is handling fhe processing of calendar da�es before or aiher Canpany will not proceed until CusGomer authorines such work
not an insurer and that insurance coverage, ff arry, shall be Dec�nber 31,1999. All urork to be performed by Company will and approves the pricing. Repaa or replaoement of non-
obtained by the Cus6ome�' and tl►at amour�s payable to be performed durmg namal uuorking hours of namal arorking mainlainable parls of the Cov�ed Sys�rn(s) indud'ng, but not
company hereunder are based upon the value of the days (8:00 a.m. — 5�00 p.m., Monday through Friday, excluda�g ��i�ed to, unit cabmeLs, insulating ma�rial, electrical wirirg,
services ar�d the scope of liabil'dy set forlh in this Company holidays), as defined by Canpany, unless addi8onal struclural suppor�s, and all oiher non-movmg paris, is not
Agreemerrt and are unrelated to fhe value of the times are speci6cally desaibed in Ihis �qreement All work included underthis Agreement
Customer's property and the property of others bcated on per(ormed unscheduled unless olhenxise specified in ihis 10. System Equ�ment The purchase of equipment or
the premises. Customer �rees to look exclusively to the ,�greernent Appoinfients scheduled for fuur-hour window. peripheral devices, (includ'mg but not limi�ad to smdce
Custome�'s insurer to recover for injuries or damage in the Additional cha�ges may �ply for special scheduling rec�esis, dehech�rs, passive infrared detechors, card readers, sprinkler
event of arry loss or injury and that Customer releases and e.g. working around equipment shuhiowns, ai�er hours work, sysffim canponents, ex�nguishe�s and hoses) ftan Canpany
waives all right of recovery against Company adsing by Canpany will perfurtn the services descr�ed in the Scope of shall be subject to the terms and conditions of ihis Agreement
way of subrogation. Company makes no guaranty or Work sectlon ("Services"j for one ar more system(s) a If, in Canpany's sole judgment, any peripheral devioe or other
Warranty, induding any implied warraniy of equipment as descri�ed in ihe Scope of Work sec6on or ihe sys�n equipment, whlch is attached fi� ihe Covered
merch�tabildy or f�ness for a particu�r purpose that lisied aUachmenls (°Cwered 5ys�m(s)'�. System(s), whether provided by Canpany or a third party,
equipmer�t or services supplied by Company will detect or The Cush�rner shall pranptly notify Company of any interferes witl� 1he proper operation of the Covered Sys�em(s),
avert xcurrences or the consequences therefrom that tt�e malfunc6on in ihe Covered System(s) which canes � Customer shall remove or replace such device or equipment
equipme�orser+ricewasdesignedtodetectoravert. Customer's ai�ntion. This Pgreement assumes the Covered pranptly upon no6ce from Canpany. Failure of Customer m
lt is impracticat and extremely difficult to fbc the actua! System{s) are in operatianal and m antainable condition as of remove or replace the device shall wns5tute a ma�rial breach
damages, ff any, which may pro�amately resu� from failure the Agreanent da�e. IF, upon ini�al inspection, Company of this Agreement If Customer adds any ihird pariy device a
on the part of Company to perform any of its obligations determnes that repaRS are reoommended, repair charges will equipment to the Covered Sys�m(s), Canpany shall not be
under this Agreemeirt. Accord'mgly, Customer agrees that, be submi�ed for approval prar b any work. Should such repair respons�le for any damage to or failure of the Covered _
Company shall be exempt from liabikty for arry b�, work be declined Canpany shall be relieved fran any �d all System(s) caused 'm whole a in part by such device or
damage or injury arising diredly or indirectly from liabiliiy arising therefran. UNLESS OTHERWISE SPECIFIED equipment
occurrences, or the consequences therefrom, which the IN THIS AGREEMENT, ANY INSPECTION (AND, IF 71. Reports. Where nspection and/a �st seruioes are
equipmer� or service was desgned to detect or avert. SPECIFIED, TESTING) PROVIDED UNDER THIS selec�ed, such nspec6on and/a 1�st shall be oompleted on
Should Company be found liable for any lo�, damage or AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, Canpany's then current Repat form, which shall be gi�+en to
injury �ising irom a failure of the equipment or service io REPAIRS, ALTERATIONS, REPLACEME{�f'f OF PARTS, OR Customer, and, where applicable, Canpany may submit a copy
any respect, Company's liability shall be limited to an ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT �ereofm the local aufhor'ity having jurisdiction. The Reportand
amouirt equal to the Agreemer� price (as increased by the INCLUDE THE CORRECTION OF ANY DEFICIENCIES recanmendations by Company are oniy advisay in nah�re and
price for any addi�onal work) or where the time and IDENTIFIED BY COMPANY TO CUSTOMER. CAMPANY are intended �o assistCustomer in reducing ihe risk ofloss to
materi� payment term is selected, Customer's time and SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE property by indicating obuiaus defecis or'snpainnenis noted to
material payrt�ents to Company. Where this Agreement OCCURRING WHILE COMPANY IS IN THE PROCESS OF the sys�m and equipment inspected andlor tested. They are
covas muftiple sites, �ability shall be lim�ed to the FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE not intended 6o enply that no other defecis or hazards exist or
amourd of tl�e paymenis allocable to the site where the FAILURE ALSO RESULTS FROM THE AGE OR
C(:d9RQ /Rov 1 Nt1R1 P�nc 9 Mf1M._A C'vnnicv(_rinndl I P All rinhfc mcencA
c
T�RMS AND CONDITIONS
ihat all aspecis of the Cwered 5ys�m(s), equipment and anissbn of Customer or Canpany relatlng in any way to ihis amount is due and payable, 2) abuse of the Sys6em a ihe
canponenis are opera6onal at the time of inspectlon. Final Agre�nent including but not lini�d to the Se�vioes under this Equipment, 3) dissolution, termination, discontinuance,
respons�ilily for fhe conditlon and operation of the Covered Agreernent, wheiher such claims are based upon contract insolvency a business failure of Custanec Upon the
Sys�em(s), equipmentand canponents lies wiih Customer. Hrarranty, brt (induding but not limited to acUve or passive occurrence of an Event of Default, Company may pursue one
12. Confined Space. lf access to con�ned space by Canp�y negl'gence), strict liability or othervrise. Canpany reserves the or more of the following remedies, 1) disoontinue fumishmg
is required for ihe per(om�ance of Services, Services shall be right to select outside counsel m represent it in any such Services, 2) by written notice to Custaner declare the balance
scheduled and performed in accordance w�h Company's then- acUon. of unpaid amoun� due and to become due under the ihis
current hourly rate. 16. Insurance. Cusb�mer shall name Canpany, iis oficers, Agrcement to be inmediately due and pay�le, provided ihat
13. Hazardous Materials. Custaner represents that exceptto empbyees, agenis, subcontracbxs, suppliers, and all pastdue �nounCs shall bear in�restatthe ra� of 7'/:%per
the extent that Company has been given writ�n notice of Ihe represenfatives as additional insureds on Customers general monih (18% per ye�) or the hghest amount permit�d by law,
following hazards prior to ihe execution of this Agreement b liability and aub li�iliiy poliaes. 3) receive immediate possessan of any equipment for which
the best of Cusmmer's knowledge there is no: 17. Avail�ility and Cost of Steel, Plastics & Other Custaner has not paid. 4) proceed at law or equily b enfor�e
•"Perm it confined space," as defined by OSHA, Commodities. Canpany shall not be responsible for failure to performance by Cusbm er or rewver damages for breach of
• Risk of infectious disease, provide servioes, deliver pralucts, or othervuise perform work this Agreement, and 5) reco�er all cosLs and expenses,
• Need for air monitoring, respiamry proiection, a other rec�ired by this Agreement due to lack of available s�eel includ�g without limi�tion reasonable attorneys' fees, in
medical risk, pralucis a producls made fran phastics a other canmodiUes. connection with enforcing or ai�mpting Uo enforce ihis
• Asbestos, asbesGos-canfaining material, formaldehyde a��) � the event Company is unable, a�er reasonable Agrcement
other potentially to�c or oth�wise harardous maberial �mercial effurt,s, to acquire and provide s�el producis, or 23. One-Year Limitation on Actans; Choice of Law. ft is
coniained in or on ihe surFace of the floors, walls, ceilings, Producls made fran pl�tics or other canmodities, if required agreed ihat no suit, or cause of acUon a other proceed'mg shall
insulation or other struch�ral canponen� of the area of aiy � Perf�mi wnrk required by this Agreement, Customer hereby be brought againsteilher paly more than one (1) y�r atter lhe
building where work is required to be performed under this a9�ees that Canpany may �rtninate the Agrcement, or ihe accrual of the cause of acbon a one (1) year after ihe cla�n
Agreement relevant porUon of the Agreemen� at no additional cost and arises, whichever is shor�er, wheiher known a unknown when
All of ihe above are hereinaiher referred fio as "Hazardous '�mout penairy. Cusbmer agrees to pay Company m full for all the clain arises or whether based on tor� contract a�y other
Conditions". ' work perfamed up to the time of any such termination. (ii) ff legal iheory. The laws of Massachuset� shall govem ihe
Canpany shall have Ihe right m rely on the represeniations Canpany is able to obtain the steel products or producis made validiiy, enfor�e�ility, and interpretation ofthis Agreement
lis6ed above. If hazardous condibons are encoun�red by fran plastics or ofher commodities, but ihe price of any of the 24. Assignment CusUomer may not assign lhis Agreement
Canpany during ihe course of Canpany's work, the disoovery Pralucls has risen by mae than 10% fran the da� of the bid, wilhout Can pany's prior writ�n consent Canpany m ay assgn
of such materials shall constiWte an event beyand Canpany's Proposal or date Canpany executed ihis Agreement, ihis l�qreement �o an aifiliate without obtaining Custaner's
control and Company shali have no obligation to furiher '��cheveroccurred first, then Canpanymay pass through lhat consent
perfoRn in the area where the hazardous conditions exist until �ncrease through a reasonabie prioe increase to reflect 25. Erdire Agreement The parties in�nd ihis Agreement
the area has been made safe by Custianer as certified in increased costofma�erials. h�gether with any aUachmenis or Riders (collecBvely the
wri6ng by an independent 6esting agency, and Customer shall 18 � �dusions. This /{qreement expressy excludes, wifhout ;4greement) to be ihe final, canpie�e and exclusive expressbn
pay d'sruption e�enses and re-mobiliza6on e�enses as limitation, testing inspection and repair ofductdetec�rs, beam of iheir Agreement and the tertns and condiUons thereof. This
de�nnmed byCanp�y. detec6ors, and UV/IR equipmenk provisan of fire watches; Agreernent supersedes all prior representations,
This Agreemenf does not provide for ihe cost of capWre, clearhg of ice bbckage; draining of improperly pi�hed piping; undersfandings or agreemenis between the parties, writ�n or
coniainment or disposal of any hazardous waste materials, or baffieries; recharging of chemipl suppression sys�ms; oral, and shall constihi�e the sole tertns and conditions of sale
hazadous ma�rials, encoun�ered in any of Ihe Covered reloading of, upgrading, and mainhaining canpu�r software; for all equipment and services. No waiver, change, or
Sys�m(s) and/a durng pertormance of ihe Servioes. Said making repairs or replacemen� necessitated by reason of modification of any terms a conditions of ihis Agreement shall
materials shall at all times rema� ihe responsibility and negligenoe or misuse of canponenis or equipment or changes be brt�ding on Canpany unless made in writing and signed by
property of Cushxner. Canpany shall not be responsible for m Cus�rn�'s premises, vandalism, carosion (hduding but an Auihorized Represeniative ofCanpany.
the �esting, removal a disposal ofsuch hazardous maffirials. not linited to micro-bacierially hduced carasion ('MIC'�), 26. Severability. ff any provision of this Agreement is held by
14. Lim�ed Warranty. COWIPANY WARRANTS THAT RS Power failure, current flucluation, failure due �o non-Canpany any court or other competent authairy to be void a
WORIQNANSHIP AND MATERIAL FURNISHED UNDER installation, Iighfiing, elecUical storm, or other severe weafher, unenforc�ble in whole a in part, this Agreement wiil continue
THIS AGREEMBVT WILL BE FREE FROM DffECTS FOR A��r, accident, fire, acis of God or any other cause external to b be valid as to ihe other provisions and ihe remamder of Ihe
PERIOD OF NINETY (90) DAYS FROM THE DATE OF �e Covered Sys�ern(s). This Agreement does not cover and affected provision.
FURNISHING. Where Cortpany provdes product or specifically excludes sys�em upgrades and the replacement of 27. Legal Fees. Canpany shall be entitled �o reco�er fran fhe
equ�ment of athets, CortQ�y will warrant the product or obsoleUe systems, equipment, canponents or pa�.s. All such Customer all r�sonable legal fees incurred in connection with
equipmer�t only to the extent wauranted by such thircl services may be provided by Canpany at Canp�y's sole Canpany enforcrtig 1he tertns and condiUons of this
party. EXCEPT AS IXPRESSLY SET PORTH HEREIN, discretlon at an addiGonal charge. ff Emergen�y Services ae Agrcement
COMPANY DISCLARNS ALL WARRANTIES, EXPRESS OR expressly hcluded in the scope ofwnrk section, ihe Agreement 28. License Information (Securily System Custaners): AL
IM PLIED, INCLUDMIG 8UI' NOT LIMRED TO ANY IMPLIED Price does not include travel expenses. Alabama Electronic Searity Board of Licensure 7956 Vaughn
WARRANTIES OP MERCHANI�ABILITYOR FITNESS FOR A 79. Force Majeure. Canpany shall not be responsble for Road, Rnb 392, Mon�omery, Alabama 36116 (334) 264-9388:
PARTICULAR PURPOSE WITH RESPECT TO THE delays or failure m render services due m causes beyrond iLs AR RegulaGed by: Arkansas Board of Priva� Investigafiors Md
SERVICES PERFOI�NED OR THE PRODUCTS, SYSTBNS �ntrol, mcluding but not limiied to ma�rial shatages, work Priva� Secu�ity l�qencies, #1 State Police Plaza Drive, Litlle
OR EQUIPMENT, IF ANY, SUPPORTED HEREIJ�IDER. stoppages, fires, civil disobedience or unrest, severe weaiher, Rock 72209 (501)61&8600: CA Alami company operators are
COMPANY MAKES NO WARRAN[Y OR fireoranyothercausebeyondiheconUolofCanpany. licensed and regulated by the Bureau of Securiiy and
REPRESENTATION, AND UNDERTAKES NO OBLIGATION Z0. Termination. Company may terminate this Agreement Investigative Services, Departnent of Consumer Aftairs,
TO ENSURE BY THE SERVICES PERFORMED UNDER mmediahely at its sole disaetion upon ihe occuRence of any Sacramento, Ca, 95614. Upon completion ofihe insfallation of
THIS AGREBNENT, THAT COMPANY'S PRODUCTS OR Event of Default as hereinai�r defined. Canpany may also tl�e alartn sys�em, 1he alarm oompany shall thoroughly instruct
THE SYSTEINS OR EQUIPMENT OF THE CUSTOMER VNLL ��inate this Agreement at iis sole d'scretlon upon notice to ihe purchaser in ihe proper use ofihe alarm system. Failure by
CORRECTLY HANDLE THE PROCESSING OF CALENDAR Cusgxner 'rf Canpany's perform�ce of iis obligations under ihe licensee, without legal excuse, to subshantially commence
DATES BffORE OR AFTER DECHNBER 31,1999. lhis Agreement becomes anpracticable due to obsolescence of work wifhin 20 days fran ihe approx�na� da� specified in Ihe
15. Indemnitp. Customer aqrees to indemnify, hold harmless equipmentat Cusfaner's premises a unavailability ofparls. agreement when ihe work wili begin is a violation of ihe Alarm
and defend Canpany against any and all losses, damages; z7. No Option to Solicit. Cush�mer shall not, directly or CanpanyAct NY Licensed by N.Y.S. Deparlmentofthe Shate:
cosLs, including expert fees and cosls, and expenses including �ndirecUy, on ifs own behalf or on behalf of any other person, TX Texas Commission on Private Security, 5805 N. Lamar
reasonable defense costs, arising fran any and all third parly business, corpaation or entiry, solicit ar employ any Canpany Bivd., Austin, 78752-4422, 512-424-7710.Lioense numbers
claims for personal injury, death, property damage or econanic �Pbyee, a induce any Company employee to leave his a available at www.simplexgrinnell.can a conhact your local
loss, mcluding specfically any damages resulting fran the her empioyment wi� Canpany, for a perial of Mro years after SimplexGrhnell ofiice.
exposure of wnrkers m Hazallous Conditions whether or not �e termination ofthis Agreement
Custaner pre-no6fies Canpany of �e exisGence of said �• Default An Event of Defauit shall be 1) failure of ihe
hazadous conditions, arishg in any way fran any act or Customer to pay any arnount v�lhin ten (10) days after the
cr.n�ao iao„ +n�nni p��o z mnn�a c�,,,�o„r_�,,.,d� � o nn �„tik .o�e„e.�
Telfrin, Debra
From: Gload, Michelle
Sent: Monday, October 31, 2011 8:50 AM
To: Telfrin, Debra
Subject: CONTRACTS
Attachments: TANNER.pdf; PYROTECNICO.pdf
Good morning,
Please find attached two contracts, one recently signed by the Village Manager and the other is a"piggy-back" for the agenda.
Thanks,
Michelle
From: Shields, Evelyn
Sent: Friday, October 28, 2011 4:09 PM
To: Gload, Michelle
Subject: CONTRACTS
Michelle, �
Please find the attached contract.
Thanks
Eve
T TA�II�E� I�JDUSTf�IE� I�IC.
i� 735 DAVISViLLE 12UAD, THIRD FLOOR ��
SOl1THAMPTON, PA 189b6-32�
215-322-1238 FAX 215-322-7725
www.fiannerind.com
October 6, 2011
Ms. Michelle Terriault
Village o#' Teqnesta
901 N. Old Dixie Hwy
Tequesta, FL 33469
Via email: mterr��ult�tet�u�s�a.ar�
Dear NIs.Terriault:
Tanner Industries agrees to extend an invitation to piggy-back off the current bid for the
City of Port Orange for l.t.l bull� quantities of Metallurgical Grade Anhydrous
Ammonia for delivery to your facility in Tequesta:, FL.
$.65 per pound deliverec�
Price includes 2 hours unloading time
Terms: Net cash in 30 days
Effecti�e: E3ctober l, 2Q11
Firm thru: September 30, 2012
We appreciate the business you place with us. If we may be of any further service, please
do not hesitate to contact us.
Sincerely,
Tanaer Industries, Inc.
�,,.�.�c�- 7�1�-�•�.—
Frank Madden
Sales Supervisor
1
- - ,
CITY OF PORT t"�RANG�
.�.� ..,�,., 1000 CITY CENTER CIRCLE
�'~ ''�'� PORT ORAhIGE, �L 32129-41+44
. TELEPHONE 385-506-57Q0
FAX 386-756-5970
www. Port-0range.org
August 22, 20�t 1
RE: Bid B 10-16
Tanner Indus�Eries, (nc
P.O. Box 7777-VV2170
Philadelphia, PA 99175
Aftentior►: Rich Bu#t
Dear Mr. Butt_
The Ciiy af Port {Nange p�nUy has a�aCt with yo� fi�n for the abave-mentioned services.
Indud�t in the original contract is an option fcx a one {1} year extension, if mufualty agreeable to
both pa►iies_ 1'he Ci[y wouid t�Ce to exerase that o�ion for the ex�on through September 30,
2012 with #he same prioes, terms, and cond�ior�s as ou8iraed in the original agreemerrt.
Exerasing this option requires a new written contract exfensian that must be approved by the Gity
Councii. In ocder to inikiate this adion, yo�nr acc�ptance is requir�:d.
Ple�se indicate your aooeptance fo extend the agne�ne�rt by signirtg in ti� appropriate spac�d
prrn►'rded at fhe bottom of this letber, Retum the origi�l signed � to me. An agenda item wilt
be prepar+ed and �r�sented ta the City Cacmd! for theer #orma! approval.
Yo� c�ntact� cn behalf af the Ciiy dwring tl�e upcoming year of e�ion are: Mr. Roger Smittt,
Pubiic Utilities Director or his assistan#. Mr. Mike Ulrich, Asst P�Eic Udi'rtie,s Direator, or Mr. 3teve
Miller, Chie# Wat� PtanE Operatqr. Mr. Smittt and Mr. Ulrich may be contacted at: 386-5pfi-5750,
and Mr. Mitfer a# 38�-506-5771. Shoutd you have any questions, you can a(ways reach me at
886-506-57�4.
The City of Port Orange has vaiued your senr�oes and we take this cPport�nity to thank you in
advance fw your cansrdera�on and 000peration in this matt�. Ul�se bok forw�d t,a another
pleasarrt amd s�t y�r with your firm.
Please indic�Ee your acc3eptartce of the cor�xact exfension by signing and notarization on the
fiolloMring Pa,9e.
August 22, 2Q11
Page Z of 2
RE: Bid # B 10-16
Indicate your aoceptance of ttre c�ntract exEension hy executing belaw:
Aoceptanr,e by tf�e Under�ned to Extend Pr�serrt
Contract fihrough S�fember 30, 2012.
�,� : �-2..�...� -
(Sygriatur� Ac�eptanc;e)
�/: YrC.n 1C I
Far. Tanv►..�r �'.�c�.ws7� Z'r+�,,, .
STATE OF �c°hYl � I? !,�
COUNTY OF � r !G#G��I ? t�Q..
'1'he foregoing i rumerrt was adcnaw�edged b�ore me this � day of Ht1 V.Sf'
20„j�, by t��ic t` S� foh n� 11�A�IPr� '�` in his/her oifici� capacity s
foe
And wha is persanaUy knovm to me or provideci iderrtification as required for this pwpose.
NOTARIA! sEA�~
JENNIFEA A 1NElNER'f -
�Y �+blfc %
Pt�CAOELPNIA Cf1Y.PFfiIADELPHIA CNTY
�ly Canmisa&►n Exptres Apr t. 2Qt3 ry Pu
missi iden#11�cation, s�eal, and term expiration:
Sinoerely,
Tom Cinefro
Purchasi�g Coordi�ata for City af Paf Orange
Copies ta: Mr. Roger Smith, Pubiic Utiiities Director
Mr. Mike Ultich, Assist. Pubiic U�li�es Di�ctar
Mr. Steve Miller, Chief Water Plarrt Uperator
File
6
� �IT`Y GQUNCIL AGENQA fTEM
REQUESTED COUNCIt MEETING DATE 09/07l1Q
SUB3ECT: Bid Awarcl for Purchase o# Water and Wastewater Treaiment Chemicals
DEPARTMENT: Public Utilities
RECOMMENDED MO'f'fON: Approve bid award to the most responstibfe respansNe b�dder
(vendor indica#ed in parenthesis) for each of the buik chemicals listed, and authorize the Mayor
and City Manager to execute caRtract dacuments an behalf of the CitY.
SUMM/�RY. The Cify of Por� Orange has solici#ed compefitiv� bids for the purchase af bulk chemicals.
A total of 22 companies' submitted bids for various chemicals used at the water and wastewater facilities.
Bid tabulations are attached. The most responsible, respons�ve bidder has been deterrnined based on
price and the abi{ity to meeE al( spec�ca�ons as stipulated in the bid. A comparison of bid prices versus
current year prices is as folfows:
Chemical FY2010 Prioe FY 2011 Bid Price endor)
Liquid Chlorine 1501b Cylinders $ 56.50/cyl $ 62.00kyl. {JC} Jones Chemicals Inc}
Bulk Quidclime $187.391ton $ 205.081ton (Cam�euse L+me & 5tone)
Hydrofluasitisic Aad $ 664:001ton $ 619.00/ton (Davis Suppfy, lr�c)
Anionic Polymer $ 0.67/Ib $ 0.775/Ib {Na�o, lnc)
Anhydrous Ammonia $ 0.61/lb $ Q.65/lb (Tanner)
Liquid Sadium Hypochlorite $ 0.649lgal $ 0.681ga1, (Odyssey Corp)
Methanol $ 2.249/gal $ 1.61/gal. (Univar)
Micro CG $ 248tga1 $ 2051ga1 {Environmental Operating Soiutions)
Micro Gglycerin No bid requested $ 2.05/gat (Environmental Operating Solutions
Polyaluminum Chloride'" $ 0.180/Ib $ 0.175/lb. (CedatChem,U.C}
Liquid 5odium &sulfate $ 1.92/gal $ 1.7Q5/gal (�lied Universal)
Liquid Cari�on Diaxide $ 148.00/ton $ 215.00/ton (Airgas Carbonic)
Lowest price bids have been accepted for all chemical products, with the exception of the polyaluminum
chloride product. In this instance, the lowest priced bidder failed to rncet spec�cations requiring pre-
qual�cation of its proposed product.
The most signif'icant price adjustment pertains to butk quicklime which will increase by 9.6% in FY2011.
The water treatm+ent faality util'izes bulk quidclime in its water softening process. Assuming no majar
change in water proctuction quantity, the annual cost for this product is expected to increase by
approximately $46,Od0. Based on the new bid pricing and assuming no sign�cant change in water and
wastewater production from the current year, overall total chemicat cosfs are e�ected to increase
between $55,000 and $60,000 in �Y2011.
StafF rec�mrnends award as listed above representing the most responsible, responsive_bidders. __ _
ATTACHMENTS: [] Ordinance [] Resolution [] Budget Resolution
�ther Su rt Documents/Co racts Avai(able for Review in Mana er's �ffice
DEPARTMENT HEAD t�rich, Assistant P�c �•- • ecna-L oate g zS <a
FINANCE DEPI0.RTMENT asroeuaBet u�rements Date g'} ljD
!'�`�
C1TY ATTOR N EY A Approved as to Form and LegaNiy ��e
CIiY MANAGER Approvec+/�enda ttem For: �ate ( � U
COUNCfL ACTION: t��ro�+�ed � Reoom►�enaea t l� Q Tab�ed Indefinibely
[ I Continued to Date Certain [] N�P�d with Modificatlon: