HomeMy WebLinkAboutAgreement_General_11/12/2015 (15) VILLAGE OF TEQUESTA
CONTRACT FOR PURCHASE OF NANOFILTRATION ANTISCALANT
`
THIS CONTRACT is entered into, and effective, this 23 day of October, 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 AMERICAN WATER CHEMICALS,
INC., a foreign corporation with local offices located at 1802 Corporate Center Lane, Plant City,
Florida 33563, 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 nanofiltration antiscalant, whereby the Contractor shall
provide nanofiltration antiscalant (the "Product ") for the Village's utility department. Pursuant to
the Contractor's September 29, 2015 correspondence, attached hereto as Exhibit A, the Village is
authorized to piggyback through September 30, 2017, on the Contractor's current contract with the
Town of Jupiter, which was originally procured by the Town of Jupiter in accordance with
procedures that comply with the Village's procurement requirements. The Town of Jupiter
contract, and award letter dated July 22, 2014 are attached hereto as Composite Exhibit B and is
hereby incorporated into this Contract as if fully set forth.
2. COMPENSATION: Pursuant to Composite Exhibit B, and in consideration for
the above Scope of Services, pricing is as follows:
nanofiltration antiscalant - $0.765 per lb. FOB.
The Village shall pay the Contractor after receipt of the Product, and within thirty (30) days of
receipt of an invoice documenting the amount due.
3. INSURANCE AND INDEMNIFICATION: The Contractor shall provide proof
of workman's compensation insurance and liability insurance in such amounts as are specified on
Composite Exhibit B, shall name the Village as an "additional insured" on the liability portion of
Page 1 of 4
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 thirty (30) days written notice to the other party. 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 American Water Chemicals, Inc.
345 Tequesta Drive 1802 Corporate Center Lane
Tequesta, Florida 33469 Plant City, Florida 33563
Attn: Director of Utilities Attn: Rudy Canezo, Director
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.
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
Page 2 of 4
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.
IN WITNESS WHEREOF, the parties hereto have executed this Contract the date and
year first above written.
Page 3 of 4
WITNESSES: AMERICAN WATER CHEMICALS, INC.
RUDY. CANEZO,airecW
. • (Corporate Seal) �.
VILLAGE OF TEQUESTA
ATTEST: Michael Couzzo, Village Manager
a .
Lori McWilliams, MMC � ,�i••, ,,
Town Clerk
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Page 4 of 4
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the 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, transfer to the Village, at no cost to the Village, all such records in the possession
of the 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.
Ch. 2013 -154 LAWS OF FLORIDA Ch. 2013 -154
lieu of written agreements for classes of contractual services; revising
terminology; creating s. 287.136, F.S.; requiring the Chief Financial Officer
to perform audits of executed contract documents and to discuss such
audits with the agency officials; requiring the agency head to respond to
the audit; amending s. 287.076, F.S.; providing that Project Management
Professionals training for personnel involved in managing outsourcings
and negotiations is subject to annual appropriations; amending ss.
16.0155, 283.33, 394.457, 402.7305, 409.9132, 427.0135, 445.024,
627.311, 627.351, 765.5155, and 893.055, F.S.; conforming cross- refer-
ences; providing effective dates.
Be It Enacted by the Legislature of the State of Florida:
Section 1. Section 119.0701, Florida Statutes, is created to read:
119.0701 Contracts; public records. —
(1) For purposes of this section the term:
(a) "Contractor" means an individual, partnership, corporation, or
business entity that enters into a contract for services with a public agency
and is acting on behalf of the public agency as provided under s. 119.011(2).
(b) "Public agency" means a state, county, district, authority, or muni-
cipal officer, or department division, board bureau, commission, or other
separate unit of government created or established by law.
(2) In addition to other contract requirements provided by law, each
public agency contract for services must include a provision that requires the
contractor to comply with public records laws, specifically to:
(a) Keep and maintain public records that ordinarily and necessarily
would be required by the public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by
law.
(c) Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized b, law.
aw.
(d) Meet all requirements for retaining public records and transfer, at no
cost, to the public agency all public records in possession of the contractor
upon termination of the contract and destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the public
agency in a format that is compatible with the information technology
systems of the public agency.
2
CODING: Words stamen are deletions; words underlined are additions.
Ch. 2013 -154 LAWS OF FLORIDA Ch. 2013 -154
(3) If a contractor does not comply with a public records request, the
public agency shall enforce the contract provisions in accordance with the
contract.
Section 2. Section 215.971, Florida Statutes, is amended to read:
215.971 Agreements funded with federal or and state assistance.—
For An agency agreement that provides state financial assistance to a
recipient or subrecipient, as those terms are defined in s. 215.97, or that
provides federal financial assistance to a subrecipient, as defined by
applicable United States Office of Management and Budget circulars,
must the .,,.,.,,emeiA sh include all of the following
Wad A provision specifying a scope of work that clearly establishes the
tasks that the recipient or subrecipient is required to perform.
�W(2} A provision dividing the agreement into quantifiable units of
deliverables that must be received and accepted in writing by the agency
before payment. Each deliverable must be directly related to the scope of
work and mgt specify the required minimum level of service to be performed
and the criteria for evaluating the successful completion of each deliverable.
(c) A provision specifying the financial consequences that apply if the
recipient or subrecipient fails to perform the minimum level of service
required by the agreement. The provision can be excluded from the
agreement only if financial consequences are prohibited by the federal
agency awarding the grant. Funds refunded to a state agency from a
recipient or subrecipient for failure to perform as required under the
agreement may be expended only in direct support of the program from
which the agreement originated.
(d) A provision specifying that a recipient or subrecipient of federal or
state financial assistance may expend funds only for allowable costs
resulting from obligations incurred during the specified agreement period
(e) A provision specif3ing that any balance of unobligated funds which
has been advanced or paid must be refunded to the state agency.
(f) A provision specifying that any funds paid in excess of the amount to
which the recipient or subrecipient is entitled under the terms and conditions
of the agreement must be refunded to the state agency.
(g) Any additional information required pursuant to s. 215.97.
(2) For each agreement funded with federal or state financial assistance
the state agency shall designate an employee to function as a grant manager
who shall be responsible for enforcing performance of the agreement's terms
and conditions and who shall serve as a liaison with the recipient or
subrecipient.
3
CODING: Words strieken are deletions; words underlined are additions.
R
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September 29, 2015
Sam Heady
Village of Tequesta
901 N. Old Dixie Hwy.
Tequesta, Florida 33469
Re: Contract for Bid #: W14 -32F - Antiscalant Contract Piggybacking
Dear Mr. Heady,
We agree to extend to the Village of Tequesta the same price that we are currently offering to the Town of Jupiter on
their Invitation to Bid No. W14 -32F for antiscalant AWC A -102 plus until the expiration of the Jupiter contract on
September 30, 2017. The delivered price for this contract is $0.765 per pound; all current terms and conditions apply.
Please feel free to contact us should you have any questions. We look forward to continue working with the Village of
Tequesta.
Sincerely,
Jessaca Townsend
Inside Sales & Customer Service
1802 Corporate Center Lane • P ant City. FL 33563 USA • Tel: 813.246.544 • Fax: 813.623.6678 • www.membranechemicals.com
Alkema is a trademark of American Water Chemicals, Inc.
�-� - nwc
TOWN OF vp TER
UTILITIES
PO BOX 8900
JUPITER FI, 33468 -8900
FAX (561) 747 -5634
July 22, 2014
Jessaca Townsend
American Water Chemicals, Inc.
1802 Corporate Center Lane
Plant City, FL 33563
RE: Contract for Supplying Nanofiltration Antiscalant (W 14 -32F)
Dear Ms. Townsend:
This is to advise that on July 15, 2014, the Jupiter Town Council voted to approve award
of the Contract to supply nanofiltration antiscalant as a result of your bid submitted on
May 20, 2014 in the amount of $0.765 per pound F.O.B for 3 year(s).
Two (2) sets of Contract Documents are included. Each set contains an unexecuted
agreement and the requirement for attaching a Certificate of Insurance to each (2 total).
Please execute both copies of the Agreement and return them to my attention within
fifteen (15) consecutive calendar days from July 23, 2014.
We look forward to working with your firm on this contract.
Sincerely,
Z a
Amanda Barnes, P.E.
Assistant Utilities Director
AZB /bm
Attachment
210 Military 'Frail • Jupiter, Florida 33458 • www.jupiter.fl_us • Phone (561) 746 -5134
AGREEMENT(CONTRACTI
BETWEEN C)WNER AND SUPPLIER
THIS AGREEMENT is dated as of the � day of �C�� in the year
2014 by and between Town of Jupiter (hereinafter calied OWNER) and American Water
Chemicals, Inc. (hereinafter called SUPPLIER). OWNER and SUPPUER, in
consideration of the mutual covenants hereinafter set farth, agree as foliows:
Article 1. WORK. SUPPLIER shall complete all Work as specified or indicated in
t�e Contract Documents. The Work is generally described as follows:
Supply the Tawn of Jupiter Utilities Water Treatment Plant with nanofiltration
antiscalant for a period of one year beginning 4ctober 1, 2014 through
September 30, 2015 in accordance with the Base Bid and contract specifications
or supply the Town of Jupiter WTP with nanofiltration antiscalant for a period of
three years beginning October 1, 2014 through September 3Q, 2017 in
accardance with the Alternate Bid and contract specificatians.
The Project far which the Work under the Contract Docurnents may be the whole or only
a part is generally described as follows:
CHEMICAL BID W1432F
CONTRACT FOR SUPPLYING NANOFILTRATION ANTISCALANT
F4R
TOWN OF.lUPITER UTILfTIES
JUPITER, FLORIDA
Article 2. GOODS AND SERVICES. SUPPUER shall furnish the Goods and other
services as specified or indica#ed in the Procurement Documents. The Goods ta
be furnished are generally described as follows:
Town of Jupiter tJtilities
Chemicat Bid W1432F
eantract for Supplying Nanofiltration Antiscalant �
Article 3. P41NT OF DELIVERY. The pface where the Gaods a�e to be delivered is
the po�nt of delivery and is designated as:
Town of.{upiter Water Treatment Plant
17403 Central Boulsvard
Jupiter, Florida 33458
23
W1432F
Article 4. CONTRACT T{ME.
The Goods are ta be delivered to the paint of delivery and ready for
OWNER's acceptance of delivery during the month of October, 2014 as
outlined in the specifications, or as agreed on between the Tawn and
Supplier. Contract sha11 continue for ane (1} year to September 34, 2015
if the Base Bid is awarded or for three (3) years to September 34, 2017 if
the Alternate Bid is awarded, '
Article 5. CONTRACT PRICE.
OWNER shall pay SUPPLIER for furnishing the Goods and Special
Services and for performing other services in accordance with the
Procurement Documents in current funds as follows:
According �o the Tatal Base Bid Cflst F.O.B. (per Pound) or the Total
Afternate Bid Cost F.O.B. (per Pound) as determined by the Owner and as
presented in the Notice of Award.
; Article 6. PAYMENT PROCEDURES
Payments made by the OWNER will be made via Electronic Funds
Transfer (EFT). SUPPLfER will provide the OWNER with the information
rgquired ta make EFT payments.
SUPPLIER shall invoice the Owner after delivery af material and
acceptance by Owner.
Article 7. SUPPLIER 'S REPRESENTATIQNS.
in order to induce OWNER to enter into this Procurement Agreement
SUPPLIER makes the following representations:
7.1. SUPPLIER has familiarixed himself with the nature and extent of the
Pracurement Documents and has given �WNER written notice of all
conflicts, errors or discrepancies that he has discovereci in the
Procurement Documents and the written resolution thereof by OWNER is
acceptable to SUPPLIER.
7.2. SUPPLiER has familiarized himself with all loca! conditions and federal,
state and local laws, ordinances, rules and regulations that in any manner
may affect the praduction and delivery of the Goods and furnishing of
Specia� Services and other services in connection therewith.
7.3. SUPPLIER does not require additional information fram OWNER ta
enable SUPPUER to furnish the Gaods, Special services and other
24
W1432F
services at the Contract Price, within the Contract Time and in accordance
with the other terms and conditions of the Procurement documents.
Articfe 8. PROCUREMENT DOCUMENTS.
The Procurement Dacuments which comprise the entire agreement
between OWNER and SUPPLIER are attached to, or accompany, this
Procurement Agreement, made a part hereof and consist of the following:
8.'1. Advertisement for Bid
8.2. tnstructions to Bidders
8.3. Proposal
8.4. Sworn Statement
8.5. Notice of Award
8.6. This Procurement Agreement{pages 23 ta 28, inclusive}.
8.7. Opinion of Town Attarney
8.8. Notice to Proceed
8.9. Procurement Speci�cations bearing the title
Tawn of Jupifer
Chemica!Brd W9432F
Contract for Supplying Nanofiltration Antiscalant
8.10. Supplier's Proposal
8.11. Any Modifications, including Change Orders, duly delivered after
execution of#his Procurement Agreement.
Article 9. MISCELLANEOUS
9.1. Na assignment by a party hereto o# any rights under or interests in the
Procurement Documents will be binding on another party hereta wi#hout
the written consent of the pa�ty sougt�t ta be bound; and specifically but
without limitation, maneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the
effect of this restriction may be limited byEaw), and unless specifically
stated to the contrary in any written consent to an assignment, no
25
W1432F
assignment will release ar discharge the assignar from any duty or
respansibility under the Procurement Documents.
9.2. (JWNER and SUPPLIER each binds himself, his par�ners, successors,
assigns and legal representatives to the other party hereto, his partners,
successars, assigns and legal representatives in respect to a11 covenants,
agreements and obligations contained in the Procurement Documents.
: 9.3. The SUPPLfER is aware that The Inspector General of Palm Beach
County has the authority to investigate and audit matters relating ta the
negotiation and perFormance of this Contract and in furtherance thereof
may demand and obtain recards and testimony from the SUPPLIER and
its subcontractors and lower tier subcontractors. The SUPPLIER
understands and agrees thaf in addition to other remedies and
consequences provided by law, the failure of the SUPPLIER or its
subcantractors a� lower tier subcontractors to fully cooperate with the
Office of Inspector Generaf of Palm Beach County when requested may
be deemed by the municipality to be a material breach of this contract
justifying its terminatian. The Qffice of Inspectar General in Palm Beach
County is established by Palm Beach County Code, Section 2-421 - 2-
440. Failure ta cooperate with the Inspector General or interfering with or
impeding any investigation shall be in vioiation of Pafm Beach County
Code, Section 2-421 — 2-44a, and be punished pursuartt to Section
125.69, Florida Statutes, in the same manner as a second degree
misdemeanor.
9.4. The SUPPUER shall cornplywith public records laws Chapter 199, Florida
Statutes, specifically to: Keep and maintain public records that ordinarily
and necessarily wauld be required by the TOWN in arder to perform the
service; Provide the public with access to pub[ic records on the same
terms and conditions that the TOWN wauld provide the records and at a
cost that does not exceed the cost provided in Chapter 119, F.S. or as
otherwise provided by law; Ensure that public records that are exempt or
confidential and exempt from public records disclosure requirements are
` not disclosed exempt as authorized by law; Meet al{ requirements for
retaining public records and transfer, at no cost, to the TOWN all public
records in possession of the contractvr upon termination of the cont�act
and destroy any duplicate public records that are exempt of confidential
and exempt from public disclosure requirements. AI1 records stored
electronically must be provided to the TOWN in a format that is compatibte
with the information technology systems of the T�WN. If fhe SUPPLIER
does not comply with a public records request, the public agency shail
enforce the contract provisions in accordance with the cantract.
26
W1432F
119.07Q1 Contracts; public records. —
(3) For purposes of#his section, the term:
(c} "Contractor" or "SUPPLIER" means an individual, partnership,
corporation, or business entity that enters into a contract for
services with a public agency and is acting on behaif af the pubfic
agency is provided under s. 119.01'i(2}.
(d} "Public agency" means a state, caunty, district, authority, or
municipal officer, ar depaftment, divisian, board, bureau,
commission, or other separate unit government created or
established by law.
(4) In addition to other contract requirements provided by law, each
public agency contract for services must include a provisian that
requires the cantractor to comply with public records laws,
specifically#a:
(e) Keep and maintain public records t�at ardinarily and necessarily
would be required by the puhlic agency in order to perform the
service.
(fi} Provide the public wi#h access to public recards on the same terms
and conditions that the public agency woufd provide the records
and at a cost tha#does not exceed the cast provided in this chapter
or as otherwise provided by law.
(g) Ensure that public records that are exempt or canfidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law.
(h) Meet all requirements for retaining public records and transfer, at
no cost, to the public agency all public records in possession of the
contra�tar upon termination of the contract and destroy any
duplicate public recards that are exempt ar confidential and exempt
fram public records disclosure requirements. All records stored
electronically must be provided to the public agency in a format tha#
is compatible with the information technology systems of the public
agency.
If the SUPPLIER cioes not comply with a public records request, the public agency shall
enfo�ce the contract provisions in accordance with the Contract.
27
W1432F
IN WITNESS WHEREOF, the p�rties hereto have signed 2 copies of this Agreement. At
least one caunterpa�t each has been delivered tfl OWNER and SUPPLIER. All portions
of the Contract Documents have been signed or identified by OWNER and SUPPIIER.
: OWNER
Town of Jupiter American Water Chemicals, Inc.
210 Mil�tary Trail 18Q2 Corporate Center Lane
Jupiter, FL 58 Plant City, FL 33563 �
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Kare n Ma.yor ' [INSE T S PLIER NAME, TITLE]
(C�RPO TE S�)
ATTEST ATTEST
Sally Boylan, To n Cler ,,,,�,,:� P T NAME, TtTLE: �
�,�p��fl �,Q ��:����. �Cc.�}t'�
{TOWN SEAL) �¢� �C� ��:,� ��,��
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