HomeMy WebLinkAboutDocumentation_Regular_Tab 03_09/14/2017 (2) VILLAGE OF TEQUESTA
CONTRACT FOR ANHYDROUS AMMONIA
THIS CONTRACT FOR ANHYDROUS AMMONIA, hereinafter "AgreemenY', is
entered into and effective this_day of September 2017, by and between the VILLAGE OF
TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive,
Tequesta, Florida 33469-0273, organized and existing in accordance with the laws of the State of
Florida, hereinafter "the Village"; and TANNER INDUSTRIES, INC., a Foreign pro�t
corporation,whose office is located at 735 Davisville Road,3'�a Floor,Southampton,Pennsylvania
18966,hereinafter"the Contractor" and collectively with the Village, "the Parties".
WITNESSETH
The Village and the Contractor,in consideration of the mutual covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties,hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the
Contractor shall provide anhydrous ammonia for the Village on an as-needed basis.The Parties
agree to enter into this Agreement and piggyback for the services at the prices described in the
Contractor's April 2, 2015 contract for anhydrous ammonia with the City of Delray Beach,
awarded through Bid No. 2015-09. Said contract is hereby fully incorporated into this
Agreement and is attached hereto as Exhibit"A". Authorization to piggyback is hereby fully
incorporated into this Agreement and is attached hereto as Exhibit"B".
2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be
pursuant to the unit price provided in the Schedule of Pricing (in Exhibit "A"). The Village
shall request services from the Contractor on an"as needed"basis throughout the term of the
City of Delray Beach Contract which currently iuns through April 2,2018. Prices shall remain
�rm for the duration of the Agreement. The Village shall pay the Contractor upon Contractor's
completion of, and the Village's acceptance of, the services requued herein as specified in
Exhibit A.
TERM CONTRACT FOR ANHYDROUS AMMONIA
3. INDEMNIFICATION; INSURANCE:The Cont�•actor 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 to the extent arising out of any error, omission, negligent act or
intentionally wrongful conduct or misconduct of the Contractor, its agents, servants, or
employees in the performance of services under this Agreement, to the same extent that it has
agreed to indemnify Palm Beach Counry pursuant to E�ibit A.
4. PUBLIC ENTITIES CRIMES ACT: As provided in sections 287.132 and 287.133,
Florida Statues,by entering into this Agreement or perfonning 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 Floi7da Department of Management Services within thirty-six (36) months immediately
preceding the date hereof. This notice is required by section 287.133(3)(a),Florida Statutes.
5. TERM; TERMINATION: Pursuant to the City of Delray Beach Contract, the original
contract term expires on Apri12, 2018. In the event that the City of Delray Beach Contract is
extended beyond April 2,2018,then the Parties may likewise extend this Agreement upon the
same terms and conditions as the City of Delray Beach Contract extensions. This Agreement
may be tenninated by the Village or the Contractor upon thzrty(30) days written notice to the
either the Village or Contractor.
6. NOTICE:
Notice required by this Agreement shall be considered sufficient when sent by certified mail
or hand delivered to the Parties during regular business hours at the following addresses:
As to THE VILLAGE As to THE CONTRACTOR
Village of Tequesta Tanner Industries, Inc.
345 Tequesta Drive 735 Davisville Road, 3rd Floor
Tequesta, Florida 33469 Southampton,Pennsylvania 18966
Attn:Director of Utilities Attn:Matt Tanner
7. INDEPENDENT CONTRACTOR: It is speci�cally understood that the Contractor is an
independent contractor and not an employee ofthe Village.Both the Village and the Contractor
agrees that this Agreement 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,
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TERM CONTRACT FOR ANHYDROUS AMMONIA
8. CHOICE OF LAW; VENUE: This Agreement shall be governed and constiued in
accordance with the laws of the State of Florida, and venue shall be in Palm Beach County, or
the United States District Court ui and for the Southern District of Florida should any dispute
arise with regard to this Agreement.
9. AMENDMENTS&ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and
required insuz•ance certificates constitute the entire Agreement between both Parties; no
modifications shall be made to this Agreement unless in writing,agreed to by both Parties,and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign
the seivices and provision of goods called for in this Agreement 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,Flor•ic�a 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 Proposal or Bid. Upon
request from the Village's custodian of public records,the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village, or fails to make
them available for inspection or copying,within a reasonable time may be subject to attorney's
fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec.
119.10,Flor�ida 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 Proposal or Bid are not disclosed except as authorized by law for the duration
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