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Comprehensive Analysis
Utilities Department
To: Michael Couzzo, Village Manager
From: Sam Heady, Deputy Director of Utilities
Date: 11/16/16
Subject: Sole Source Provider of Meters
I respectfully present the following Comprehensive Analysis to the Village Manager.
The Water Distribution Department is proceeding with the aging water meter replacement
program throughout the Distribution system. This will be the second year of the replacement
program. The Utility has replaced over a 1000 meters to date in the system. This purchase will
allow the Utility to replace another 900 meters in the system.
HD Supply is the sole source supplier for Sensus iPERL residential water meter. These are the
types of ineters that are currently installed and in use by the Village of Tequesta's Utility.
Budgeted Cost: $111,344
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November 8, 2016
Sarnuei Heady
Viiiage of Tequesta
138 Bridge Rd
Tequesta, FL 33d69
Dear Mr. Heady:
Thank you for your interest in Sensus Metering Systems. HO S�pply Waterworks is the
exclusive Value Added Reseiler of 5ensus products in the State of Florida. HD Suppfy is
uniquely qualified to seli and suppart Sensus products to the water industry, having received
specialized training from Sensus. No other vendor is authorized or qualifi�d to sell and supply
the Sensus produc#s in Florida.
Please feel free to contac# me by phone at (772) 971-9592 ar e-rrtail at
daniel.cerrezuela(c'�hdsupaly.com with any questions regarding this matter.
With warm regards,
L� �
Daniel Cerrezuela
Product Specialist
DEC
cc: Javier RezakhaN, HDSWW
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Bid Praposal for Tequesta: Meter RFQ
VILLAGE OF TEQUESTA UTILITIES 1ob
STOCK Tequesta: Meter RF4
136 BRIDGE RD Sid Date: llJt�7J2a15
� TEQUESTA,FL33469
� Contact� Mark McCt;ntock
Sales Representa�ive HD Supply Waterworks
lavier Rez�7kh�ni 1101 W 27th St
(M} 5b1-472-4693 Riviera Beach, FL 33404
(Tj 561-8�8-4336 {T) 561-848-4396
• �F)561-$45-7267
�Ej l�vi�r.r(,ra�hdsupplN.com
'1"hank you far th� nppc�rtunity.
11/07J2015 - 129 PM t�::�ti�l t�xrrs rnay varV P.��� 1 Of 3
• SUPPLY
� Bid Proposa( for Tequesta: Meter RFQ
VIIIAGE OF TEQUESTA UTILlTIE5 HD Suppiy WaterWVOrks
Bid Date: 11/�7J2U16 11tY1 V+117th St
ND Supply Sid #: 197317 Riviera Beach, Fl 33404
Phone: 5b1-8A8-439b
Fax: 561-f345-72�7
Seq# Qty Descrsption Un'rts Prite Exf Prite
20 IPERL METERS
30 900 3/45 IPERL TRPL 1QOOG b' 2�"1 SM 2 VtriRE, 7.5"tL 51v1ART MOOE 1251G1XX EA 110.00 99,400.00
�10 2A 1 iPERI TRPL 100�G 6' 1W St� 2 WSRE. I0.75"Ll St�tART MOC�E l451GlXX EA 16�.0� 3,840Afl
60 OMNI C2 COMPOUND METERS
70 2 OIv1N! 2" C2 MTR ifl00 GAl 17.25" V'�t/IPaT'L STFitVR, DEF'T PULSE OUT EA 1,170.00 2,3�30.00
80 2 OtVINI 3" C2 MTR-10�70G�,l. I�tE: ( Ei2 `.�Jf IN7'L STRNR, DCF'i� PULSE QUT [A 1,482.00 2,964.tJJ�
90 METER READING EQUIPMENT
100 7_�Q TR/Pl MqUSING F(7R SENSUS NIETER F/TOUCH READ CkPABiLiTY EA 16.0{� 3,2t?�AO
Sub Tot�l 111,3zt4A4
Tax O.aO
Tota) I12,344.Q0
Branch 7erms:
Pricing gaod for 90 days
11/07f 2016 - 1:29 PM r,i:�aaai taX=.�s m.i� v.3-y P��L 2 of 3
TERMS AND CON�1T10NS OF SALE�TertnS')
7. AO �eferences in this dxument to 'Selier sha0 tndude HD Suppty. Ina and ! or any parent, subsidfary or a(t�ate at HD Supply, Inc. (fnctuding any div'sion of the
foregoing) whether or not par(ortning eny or all of the s6ope hereunder or spedfxa0y identified harein. All iefetenoas to '8uyer shall indude a0 parent(s�, subsid'raries artd
eHiGales of the entily pleang the order. Buyerand Seliermay 6e re(atred to individuely as e'Pady' and'conedively as'ParUes'. ,
2. M salas lo.Buyer ere subjed to Ihese TemLS, whkh shaq prevaB ovar any inconsistent tertre of Buyers pur�hase oMer ot other doaments. Add�lonel or d'rfferent
tertre and conditlons In any way eaering or moditying these Tertns are exp�essy objected to end sha0 not be bindmg upon SeUer unless spedfieafly aaepted in writing by
SeOers aulhorized representetive. No modification or aftera@on of lhese Tems sha� cesutt by SeOer's shipment of goods toAowing receipt of 8uyers purt�ase ober, or
other doaments containfng addNbnaf, confikdbig or fnconsistenl tertns. There are no tem�s, condHlons, understandings, or agreements other than those stated herein,
and aA pdor pmposals and negoliaUons em merged heretn. These Tertns a�e binding. on !he Parfies, lheir successors, and pemdtled assigns.
3. P�kces on Selter wa6sNe, catatogs or in SeGer quoles are subjed to change wHhout aotice, and atl sueh prices expue and beeome invaGd 'd not accepted wthin 10
calendar days hnm the date of issue, unless olhenrise rtoted by Seller in w�itfng, Pdce extenabns if made a�e for Buyers convenience only. and fhey. as we0 as any
mathematical, atenographtc or elerical ertors, are nol binding on Seller. Pdces shown do not indude any sales, ezc'se, or other govemmenlal taz or chaige payabte by
Seller lo any federal, state or local authorify. My taxes now or hereafter imposed upon sates or shiyments wlfl be added to the purehase pdoe, and Buyer sha0 ieimburse
Setler for any sud� tax or piovida SeAer with an acoeplable tax exemption aertificate. A� prtces.and other lem�s p�ovided W Buyer sha0 be kept confidential except to the
extent a Party � requi�ed by law to disciose Ihe same.
4. 5e�er aha0 not be Oable foc delay or defautt In delivery resulting trom any cause beyond Saltars reasonable cont�ol, indudmg, but no! fun3ed to, govemmental
aeUon, stiilces or olher tabor tmublas, fire, damaga or dastructton of goods, wars (dedared or undedaied� acts of tertorism, manutacturers' shortages, ava�eb�lity or
UmeBness of hanaportalbn, mateAals, fuels, or wpplies, and acts of God (each s•Fo�e NWjewe Event'), Upon the oocurtence o( a Foree MaJeure Evenl (a) the time for
Sellers peAo�manee shap ba extended reasonabiy and Ihe Parties sha� adjust all aflected dates acwrdingly, (b) the purdiase priee shatl be adjusted tor any increased
costs to SeOer resulling from such Fotie AAajeure Even� and (c) Buyer shall not 6e entdled to anyother iemedy.
5. SeAer is a reseder of goods ony, end as such does not pmvide any war�anty tor lhe goods ft.supplies hereunder. Notwilhstanding this As-Is 6mitation, Seller shall
pass Ihrough to Buyrer any Uansferabla manufadurefs standaM qramanlies wtth respect to goods pu�ehased hereunder. BUYER AND PERSONS CU►IMING THROUGH
BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM MAIdUFACTURERS IN CONNECf10N WITH ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS SHALL
BE THE EXCLU5IVE RECOURSE OF BUYER AND PERSONS CLAIMING 7FIROUGH BUYER FOR DEFECTIVE GOODS, VNiETHER THE CLAIM OF BUYER OR 7HE
PERSON CLAIMING THROUGH BUYER SFIALL SOUND IN CONTRACT. TORT. STRICT UABILITY. PURSUAM TO STATUTE. OR FOR NEGLIGENCE. BUYER SHALL
PASS THESE TERMS TO $UBSEQUENT BUYERS AND USERS OF GOODS. SELLER EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED
WARRANTiES, INCLUDING, BUT NOT LIMI7ED TO, ALL IMPLtED WARRANTIES OF MERCHANTABIUTY AND FlTNESS FOR A PARTICULAR PURPOSE. SECLER
ASSUMES NO RESPONSIBILITY VHiATSOEVER FOR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER, AND BUYER'S
ACCEPTANCE AND USE OF GOODS SUPPIIED HEREUNDER SHAII BE PREMiSED ON FlNAL APPROVAL BY BUYER OR BY BUYER'S RELIANCE ON
ARCHITECTS. ENOIIdEERS, OR OTHER THIRD PAR7IES RATHER THAN ON SELLER'S IKTERPRETATION. TO TNE EXTEM NOT PROH181TED BY APPLICABLE LAW,
IN NO EVENT. WHETHER IN CONTRACT, WARRAMY, IN�EMNITY, TORT (INaUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERIMSE,
ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFOftMANCE OR BREACH OF THESE TERMS, SHALL SELLER BE LIABLE FOR (a) ANY INCIDENTAL,
INDIRECT. PUNITIVE, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS, ATfORNEYS' FEES OR OELAY DAMAGES,
EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIM
AOAINST THE MANUFACTURER 0R'(c) ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER VYHICH ARE THE SUBJECT
OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT 1MTHiN ONE YEAR OF ACCRUAL OF A CAUSE OF AC'fION.
6. Buyar ahap IndemnHy, defend, and hold Seller Ns o�ice�s, directors, empbyees and egents heimless from any and all coscs {mduding attomeys' and axountants'
tees and expenses), IlablNties end damages resulUng hom or related to any IhW pa�ty (induding Buyers empbyees) daim, complalnt and/or judgmenl arisfng from Buyers
use ot any goods fumished hereunder, as weQ as any negEgenl, intentbnal, or toAtous ad or amk�on of8uyer or any materlal breach by Buyerof thase Terms.
7. When goods are delNered to Buyer in Setlets own vehicles, the F.O.B. point shaQ he Buyers destgnated defhrery sRe. In all other pses ihe F.O.B. pofit shall be
Seller9 stara or wafehouse and eA responsbiGtyr and costs o( shipping and deGvery beyond lhe appGcable F.O.B. point sha0 be bome by Buyer. TNe and dsk of toss sha�
pass to Buyer el the applicable F.O.B. point whkh (or goods not de6vered tn SeUePs own vehkles shell be when'SeRer delivers the goods to the common prtier. AU daLns
for shortage af goods or for bss or damage to goods as to which SeDer has the dsk o( toss shan be waived unless Buyer, wiihin 10 plendar days after ieeeipt of lhe short
ordamaged shipment, g3ves SeUerwritten notice WAy desrn'bing the apeged shodage ardamage. Partial shipments aie pertnitled at Setlers d�xetbn.,
8. Any chenge in produd specifccelions, quanldies, deatinalions, shipphg schedales, or any other aspect o! the soope oi gaods must be agreed lo in writing by
SeUer, and may resutt in a price and deGvery adjustrnent by SeAer. No aed�t tor goods retumed by Buyer sha� be given wfthout Sellers written authoiaatlan. Ap �etums are
subJect to a realacking cha�ge.
9. Unless otherwise agreed in wrilmg, payment terms are net 30 days from deGvery, payabfe in Uniled Stales of Arttedca ('U.S.') doAars. Notwithstandfng the
foregotng, all ordeB are aubject lo SeAers continuing appioval of Buyers asd'R. If Buyets credi! is not approved or bewmes unsatistactory to Selbr then Seller,. in its sole
discretion, may suspend or pncel peAormance, or require difierent payment tertns, induding bul not Gmited lo cash on delivery ar in advance ot shipment. In addiUon, _
SeRer may in its dis�xelfon requfre an advance deposii o( up to 1009G of SeQers se0'mg price for any specialy manufaUured goods ordered by Buyer he�aundar. Payments
due hereunder shatl be made In Ihe foan of cash, chedc, or maney order, ar other tender approvad in xrtWng by Seller. Setlermay, fn iis sole dLsaeBon, appty Buyers
peyment against eny open chargea. Past due accounts bear inte�est at lhe leaser of 1.596 per rtanth or the maximum rate pemritted by appl'�cabte law, continnuing aRer
� Seller obteloa judgmenY egalnst Buyer. Selter may exereise setoH or recoupmant to appty to or salisfy Buyers outstending debt. Buyer shad have no right oi setoH
hereunder, the seme betng expressty waNed heteby.
10. Buyer shau not export or re�xport, diredly or Indtrectly, all or any paR ot the goods or �elated technology obtained from Seller under these Tertns exoept in
acsortlence with appHcable ezport laws and regulalions of the U.S. Further, a Buyer lhat Is a nondl.S. company or citaen shap simi{ady Ibnit any expoR or re�expoA aetivity
ta that which wauld be deemed eompUant xrilh U.S. expoA lews end regulatlons ff pedomied by a U.S. wmpany or citlzen.
77. Buyer sha0 pay Seper an costs and expenses of colleetlon, sult, or other legal actlon brought as a resutt of fhe commerclal relatlonshtp between them, indudtng,
but not 6rruted to, all aduaf attomeys' and paraiegals' fees, and coVaCion cosls, inwired pre�suri, Ihrough Irial, on appeal, and in any adrtrinistrative or banlwptey
proceedfigs. Any puse of action thal Seller has ageinst Buyer may be assigned wilhout Buyers consent to HD Suppy, Inc. or to any affiliate, parent or subsidiary of HD
Supply, Inc.
72. This Agreemenl, Buyers aaourn, end lhe bustness retalbnsfiip between Buyer and Seller shafl be govemed by and cansWed in aocaNence wilh the, lews of
Georgie wllhoul regard lo conflicts of laws iulea, end spedflceUy exctuding the UN Conventioo on Conlracts for 1he Intematiana! Sale of Goods. The Par�es agree lhat any
legal acUon aAsing under or w)ated to this Agreement ahap be brought in Cobb County, Georgla, and any right to object to such venue or to assert lhe inconvantence o(
such fanim � hereby walved.
13. If Buye� talls to compfy wNh these Temis, Selier may temdnate ar resulct any order immedlatefy upon noUce to Buyer. Buyar ceniiles that 1t Is solvent and that it will
advise'Seller Irmriedlatey N It becomes insoMent. Buyer agrees to send SeOer w�itten notioe of any changes tn the tortn of ownership of Buyers business vrithfn 5 days of
such changes. Buyerand Selier are lhe only Intended benefcUaries of this documenl, and lhe�e are no thGd perty beneficiaries.
14. The invaifdity or uneeforoeabllilyo} a0 or part of these Tertns wiil rtot aHect the validify� or enfor�eabHdy of the other tems. The parties agree to replaee any void or
unentorceable lean wkh a new lertn lhat achieves subatanfiaUy the same praciicel and economic eHeet and is vafid and ento�ceable.
15_ The Pollowing provistons shali survive temdnaUOn, cancellation and completed performance of this Agreement as bng as necessary to allow lhe aggrtaved paAy
lo fuly enforce such dauaes: 5, e, 9, 10, 11 and 12. -
HD Supply Terms and Conditions of Sale - Rev A0807
ADDENDUM TO TERMS AND CONDITIONS OF SALE
� THIS ADDENDUM TO TERMS AND CONDITIONS OF SALE is meant to
supplement the "HD Supply Terms and Conditions of Sale — Rev A0807" and is made a
part thereof for the "Bid Proposal for Tequesta: Meter RFQ" with a bid date of November
7, 2016.
Paragraph 6 of the TERMS AND CONDITIONS OF SALE is amended to include
the following language after the existing language:
"Notwithstanding anything to the contrary con#ained in these Terms and Conditions,
Buyer's obligation to indemnify, defend and hold Seller, its officers, directors, employees ,
and agents harmless shall be limited to the amounts set forth in Sec. 768.28, Florida
Statutes, including limits on award of attorney's fees. Buyer does not waive its
sovereign immunity beyond said limits set forth in Sec. 768,28, Florida Statutes..
Nothing contained in these Terms and Conditions shall be construed as Buyer's consent
to be sued."
Para ra h 12 of the TERMS AND CONDITIONS F
9 p O SALE is amended to read
,
in its entirety, as follows:
I " '
This Agreement, Buyer s account, and the business relationship between Buyer and
Seller shall be governed by and construed in accordance with the laws of Florida
without regard to conflicts of laws rules, and specifically excluding the UN Convention
on Contracts for the International Sale of Goods. That parties agree that any legal
. action arising under or related to this Agreement shall be brought in Palm Beach
Coun Florida and an ri ht to
ty, , y g object to such venue or to assert the inconvenience of
„
such forum is hereby waived. �
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum in
conjunction with the Acceptance of the Bid Proposal. �
VILLAGE.OF TEQUESTA . HD SUPPLY WATERWORKS
Mayor Abbigail Brennan
By:
ATTEST
� (Corporate Seal)
Lori McWilliams, MMC, Village Clerk
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