Loading...
HomeMy WebLinkAboutAgreement_General_05/14/2015 VILLAGE OF TEQUESTA CONTRACT FOR PURCHASE OF CHEMICALS THIS CONTRACT is entered into, and effective, this 14 day of May, 2015, by and between the VILLAGE OF TEQUESTA, FLORIDA, a municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter "Village "; and ODYSSEY MANUFACTURING COMPANY, a Florida corporation with offices located at 1484 Massaro Blvd., Tampa, Florida 33619, hereinafter "Contractor ". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Village and the Contractor both hereby agree to enter into this Contract for Purchase of Chemicals, whereby the Contractor shall provide Ultra Chlor 12.5% sodium hypochlorite (the "Product ") for the Village's utility department. Pursuant to the Contractor's April 27, 2015 correspondence, attached hereto as Exhibit A, the Village is authorized to piggyback through June 18, 2016, on the Contractor's current contract with the City of West Palm Beach, Contract No. 12816, which was originally procured by the City of West Palm Beach in accordance with procedures that comply with the Village's procurement requirements. City of West Palm Beach, Contract No. 12816 is attached hereto as Exhibit B and is hereby incorporated into this Contract as if fully set forth. 2. COMPENSATION: Pursuant to Exhibit B, and in consideration for the above Scope of Services, pricing is as follows: Sodium Hypochlorite — Full tanker (5,400 gals.) - $.655 per gallon including transportation and delivery. Sodium Hypochlorite — Less Than Full Tanker - $325 per gallon including transportation and delivery. The Village shall pay the Contractor after receipt of the Product, and within forty five (45) days of receipt of an invoice documenting the amount due, in accordance with Exhibit B. Page 1 of 4 3. INSURANCE AND INDEMNIFICATION: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as are specified on Exhibit B, shall name the Village as an "additional insured" on the liability portion of the insurance policy. The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, his/her agents, servants, or employees in the performance of services under this Contract. 4. PUBLIC ENTITIES CRIMES ACT: As provided in Sec. 287.132 -133, Florida Statues, by entering into this Contract or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty -six (36) months immediately preceding the date hereof. This notice is required by Sec. 287.133(3)(a), Florida Statutes. 5. TERMINATION; NOTICE: This Contract may be terminated by either party upon five (5) days written notice to the other party, in accordance with Exhibit B. Notice shall be considered sufficient when sent by certified mail or hand delivered to the parties at the following addresses: Village Contractor Village of Tequesta Odyssey Manufacturing Co. 345 Tequesta Drive 1484 Massaro Blvd. Tequesta, Florida 33469 Tampa, Florida 33619 Attn: Director of Utilities Attn: Patrick Allman General Manager 6. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Contract is not a contract for employment and that no relationship of Employee/Employer or Principal/Agent is or shall be created hereby nor shall hereafter exist by reason of the performance of the services herein provided. 7. ATTORNEY'S FEES: In the event a dispute arises concerning this Contract, the prevailing party shall be awarded attorney's fees, including fees on appeal. Page 2 of 4 I l 8. CHOICE OF LAW; VENUE: This Contract shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to same. 9. AMENDMENTS AND ASSIGNMENTS: This Contract, all Exhibits attached hereto, and required insurance certificates constitute the entire Contract between both parties; no modifications shall be made to this Contract unless in writing, agreed to by both parties, and attached hereto as an addendum to this Contract. The Contractor shall not transfer or assign the performance of services called for in the Contract without prior written consent of the Village. 10. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority and power. The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses. 11. PUBLIC RECORDS: In accordance with Sec. 119.0701, Florida Statutes, Contractor must keep and maintain this Contract and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request, Contractor must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, Florida Statutes. Further, Contractor shall ensure that any exempt or confidential records associated with this Contract or associated with the performance of the work described in the Scope of Services are not disclosed except as authorized by law. Finally, Contractor shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work and upon request, transfer to the Village, at no cost to the Village, all such records in the possession of Contractor and destroy any duplicates thereof. Records that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems. Page 3 of 4 IN WITNESS WHEREOF, the parties hereto have executed this Contract the date and year first above written. WITNESSES: ODYSSEY MANUFACT ING CO. S I An Patrick Allman, General Manager (Corporate Seal) VILLAGE OF TEQUESTA ATTEST: biga renn n, Klayor .A OF -r:'S:�al) Lori McWilliams MMC Town Clerk 4 P F1P0 ', �� N.� SEAL INCORPORATED .• �� � 4 19 ,E \ c C - Page 4 of 4 Odyssey Manufacturing Company Pubtic Records: In accordance with Sec, 119.0701, Florida Statartes, the Contractar must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request, the Contractar must provide the public with access to such records in accordance with access and cost requirements of Chapter 119,Flof•ida Statartes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Scope of Services are not disclosed except as autharized by law. Finally, the Contractor shall retain the records described in this paragraph throughout the performance af the work described in the Scope of Services,and at the conclusion of said work, transfer to the Village, at no cost to the Village, all such records in the possession of the Contractor and destroy any duplicates thereof. Recards that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems.