2008-047 Public Works Wash Rack PurchaseRESOLUTION 2008-47
• A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD
TO ESD WASTE 2 WATER, INC. FOR THE DELIVERY AND
INSTALLATION OF ASELF-CONTAINED WASH RACK FOR THE PUBLIC
WORKS DEPARTMENT AND AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE SAME; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village Public Works Department wishes to install aself-contained (closed loop
recycle system) wash rack in compliance with Department of Environmental Protection
standazds for the rinsing and pressure cleaning of Garbage Packer trucks and jitneys; and
WHEREAS, Village Administration recommends that the contract be awarded to ESD Waste 2
Water, Inc. by piggy backing an existing bid and contract with the City of Vero Beach; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals aze ratified as true and incorporated herein.
Section2. The Village Council hereby approves the Contract with ESD Waste 2 Water, Inc.
for the delivery and installation of aself-contained wash rack and authorizes the Mayor and
Village Clerk to execute the Contract on behalf of the Village. A copy of the Contract is
attached hereto and incorporated herein by reference.
Section 3. The cost of this contract shall not exceed $36,253.16 and shall be funded utilizing
budgeted fluids from Account #A5522-66210 (Public Wodcs Capital Account- Macd~inery and Equipment).
Section 4. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 26th DAY OF JUNE,/2/008. ~/
(Village~Seal);, (~~g~~~~L~,~d _
MAY
~~
ATTEST: ..
• ~~
VILLAG CLERK
CONTRACT FOR PURCHASE OF WASH RACK SYSTEM
This Contract is made as of this ~~?~ day of ~, 2008, by and between the
VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway One, North Palm Beach, FL 33408, a
Florida municipal corporation ("VILLAGE"), and ESD WASTE 2 WATER, INC., 495 Oak Road,
Ocala, FL 33472, a Florida corporation, hereinafter referred to as the CONTRACTOR, whose
Federal I.D. is S9 3G~.s7O8"
RECITALS
WHEREAS, the VILLAGE wishes to purchase aself-contained (closed loop recycle system) wash
rack for installation at the Public Works Department; and
WHEREAS, the City of Vero Beach, through its competitive bidding process, awarded Bid No. 120-
07/JV for its Public Works Department Wash Rack to CONTRACTOR; and
WHEREAS, the VILLAGE requested and the CONTRACTOR provided a proposal for the delivery
and installation of the VILLAGE'S wash rack system based on the pricing under the City of Vero
Beach bid; and
WHEREAS, the VILLAGE desires to accept CONTRACTOR's proposal by piggy-backing City of
Vero Beach Bid No. 120-07/JV.
NOW THEREFORE, in consideration of the mutual promises set forth herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The parties agree that the recitals set forth above are true and correct and are fully
incorporated herein by reference.
2. City of Vero Beach Contract Documents. The terms of the contract between CONTRACTOR
and the City of Vero Beach, as set forth in Bid No. 120-07/JV, attached hereto as Exhibit "A" are
hereby expressly made a part of this Contract as if fully set forth at length herein.
3. CONTRACTOR's Proposal Pursuant to the pricing established in the City of Vero Beach bid,
the the CONTRACTOR shall provide all goods and services as stated in its Proposal to the
VILLAGE and the Scope of Work established by the VILLAGE. The CONTRACTOR'S Proposal
is attached hereto as Exhibit "B" and the VILLAGE Scope of Work is attached hereto as Exhibit
"C." These documents are hereby expressly made a part of this Contract as fully as if set forth at
length herein. The goods and services to be provided by the CONTRACTOR shall be commenced
subsequent to the execution and approval of this Contract by the VILLAGE and upon written notice
from the VILLAGE to proceed.
4. Conflict of Terms and Conditions. Conflicts between documents shall be resolved in the
following order of precedence:
a. This Contract
b. Exhibit "B" (CONTRACTOR'S Proposal)
b. Exhibit "C" (VILLAGE Scope of Work)
c. Exhibit "A" (City of Vero Beach Contract Documents).
5. Compensation to CONTRACTOR. Payments by the VILLAGE to the CONTRACTOR under
this Contract shall not exceed the amount of compensation stated in the CONTRACTOR'S proposal.
CONTRACTOR shall submit invoices to the VILLAGE for review and approval by the VILLAGE's
representative, indicating that goods and services have been provided and rendered in conformity
with this Contract and then will be sent to the Finance Department for payment. Invoices will
normally be paid within thirty (30) days following the VILLAGE representative's approval.
CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in
question arising out of or relating to this Contract. In order for both parties herein to close their
books and records, CONTRACTOR will cleazly state "final invoice" on the CONTRACTOR'S
finaUlast billing to the VILLAGE. This certifies that all goods and services have been properly
performed and all chazges have been invoiced to the VILLAGE. Since this account will thereupon
be closed, any and other further charges if not properly included in this final invoice are waived by
the CONTRACTOR. The VILLAGE will not be liable for any invoice from the CONTRACTOR
submitted thirty (30) days after the provision of all goods and services.
6. Insurance. CONTRACTOR shall obtain and maintain during the term of this Contract all
insurance required under the City of Vero Beach Contract Documents with the VILLAGE named as
an additional insured.
7. Warranty/Guaranty. CONTRACTOR warrants that its goods and services provided under this
Contract will be free of defects in materials and workmanship for a period of one (1) yeaz following
delivery and completion of those goods and services.
8. Miscellaneous Provisions.
A. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be
deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter.
B. This Contract shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce the Contract will be held in Palm Beach County. No remedy herein
conferred upon any party is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial
exercise by any party of any right, power, or remedy hereunder shall preclude any other or
further exercise thereof.
C. If any legal action or other proceeding is brought for the enforcement of this Contract, or because
of an alleged dispute, breach, default or misrepresentation in connection with any provisions of
this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable
attorney's fees, court costs and all expenses (including taxes) even if not taxable as court
awazded costs (including, without limitation, all such fees, costs and expenses incident to
appeals), incurred in that action or proceeding, in addition to any other relief to which such party
or parties may be entitled.
D. If any terrn or provision of this Contract, or the application thereof to any person or
circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Contract, or the application of such terms or provision, to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected, and every other term
and provision of this Contract shall be deemed valid and enforceable to the extent permitted by
law.
E. All notices required in this Contract shall be sent by certified mail, return receipt requested, and
sent to the addresses appearing on the first page of this Contract.
F. The VILLAGE and the CONTRACTOR agree that this Contract sets forth the entire agreement
between the parties, and that there are no promises or understandings other than those stated
herein. None of the provisions, terms and conditions contained in this Contract may be added to,
modified, superseded or otherwise altered, except by written instrument executed by the parties
hereto. Any provision of this Contract which is of a continuing nature or imposes an obligation
which extends beyond the term of this Contract shall survive its expiration or eazlier termination.
IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this
Contract as of the day~rd yeaz first above written.
ESD WtkSTE 21TOVA'IfER, INC.
BY: `
Print ame: ~~ ~ ~~
Position: ~Q.~S (,~1U T
VILLA~~GjjE~~OF NORTH PALM BEACH
BY: ~~/,,~GZ p~!~!~~
WILLIAM MANUEL`
MAYOR
ATTEST:
MELISSA TEAL,
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY: ~~ 6~ ~~"
LEONARD G. RUBIN
VILLAGE ATTORNEY
E,SD Wast4,9e~Wad er, Inc.
Ocala, FL 34472
Telephone 800.277-3279
Facsimile352-680-9278
Purchase ,~greemen4/(Auo4a4ion~ NdAPf092908-09
Date June 1, 2008
Company Village of North Palm Beach Phone (561) 691-3440
Contact Mark Vadas Fax (561) 626-5869
Address 645 Prosperity Farms Road
City North Palm Beach State FL Zip 33408
Job Location
Sales Representative Mike Hynes Sales Rep Phone 770-924-9520
System Specifications Price
1 Each Waste2Water System Model8501/C-1 ESD Product Code 136 Closed Loop Recycle System
3, 030 Gallons per day process rate L7a 15 gallons per minute - f to 3 wash stations
Biological remediafion process with 54 SCFM regenerated aeration
5052-H32 Marine grade aluminum construction
Approximate Dimensions: 9.6' x 5.0' x 5.25' High
230 Volt, Single Phase, 30 Amp with Neutral Wire $27,498.23
1 Each 4-Stage In-Ground Sump with Custom NPT Fittings ESD Product Code 508 $4,509.75
I Each ESD Remote Hose Station (1 Beam) Product Code 901 $175.00
1 Each 1/3 hp Sump Pump ESD Product CodeWSO3116F $627.96
1 Each SJE Float for pump with 10' cord $51.20
1 Each ESD Cartridge Filter (spare) $191.02
Equipment Total $33,053.16
Unloading& Placing Equipment North Palm Beach
Removal old concrete North Palm Beach
Facility Design ESD Waste2Water Included
Power Termination to Equipment North Palm Beach
Plumbing Termination to Equipment North Palm Beach
System Piping Labor and Materials North Palm Beach
Under Slab Piping and Materials North Palm Beach
Embedded Sump Setting and Placement North Palm Beach
Installation/Start Up/Training ESD Waste2Water $3,200.00
Removal old septic tank North Palm Beach
New Foundation Construction North Palm Beach
Site Preparation North Palm Beach
Final Grading North Palm Beach
Final Plumbing Connections ESD Waste2Water Included
Preventative Maintenance Program ESD Waste2Water $350.00 Per Month Optional
Site Work Total $3,200.00
Equipment Total $33,053.16
Subtotal $36,253.16
Taxes Notlncluded
Estimated Freight Free in FL
Total $36,253.16
Deposit $0.00
Balance Due $36,253.16
Price Quotation Valid for 60 Days
Page 1 NPB 8501C-1 Client
F„SD Waste~Water, Inc.
TERMS OF PAYMENT:
25 % with order.
Balance 30 days from equipment shipment.
FREIGHT:
Freight is not included with pdce. Freight charges are FOB factory and will be prepaid and added to [he final invoice.
ACCEPTANCE:
Purchaser's acknowledgment or acceptance of this proposal or Seller's commencement of pertonnance at Purchaser's request shall be
conclusive evidence of acceptance herein.
ACCEPTANCE OF THIS PROPOSAL BY CUSTOMER SHALL BE CONSIDERED AN ACKNOWLEDGED ORDER AND IS
EXPRESSLY LIMITED TO TERMS AND CONDRIONS AS STATED HEREIN ABOVE AND ON THE BACK EXCEPT IF BOTH
PARTIES AGREE TO MODIFICATIONS IN WRITING.
1. This Purchase Agreement is being submitted by ESD Waste2Water, Inc. This Purchase Agreement including all terms and
specifications as stated herein constitutes the entire agreement by the parties except as modified in writing and executed by both parties,
as set forth on this Purchase Agreement page and referenced attachments.
2. No modifications of this Purchase Agreement shall be effective or binding unless agreed to in writing by both the Seller and the
Purchaser.
3. A Finance charge shall be imposed on any balance not received within thirty (30) days. The finance charge is a periodic monthly rate of
1.5 % of which the corresponding annual rate is 18%. There will be no exceptions or arrangements, express or implied herein unless it is
obtained in writing from an authorized representative of ESD Waste2Water, Inc. ESD Waste2Water, Inc shall maintain all right, title, and
interest [o said equipment until equipment is paid in full.
4. To establish and maintain a line of credit, aPurchaser/Customer must have their account in good standing and furnish a Credit
Application, Security Agreement, Personal Guarantee and Financial Statements as requested.
5. In addition to the supervision of installation of said system, ESD Waste2Water, Inc agrees to provide to the customer one (1) certified
trained technician to startup, lest and inspect operation of the system. Run any necessary tests on the unit, make necessary adjustments
to the system, review and complete startup record with designated personnel of customer, and to review regular maintenance, safety and
operation procedures.
6. Customer Responsibilities:
a. Upon arrival at the shipping destination, the unit should be inspected for shipping damage.
b. Notify carrier and ESD Waste2Water, Inc immediately of any damage and write on the Bill of Lading what is damaged or
missing.
c. It is the responsibility of the customer to unload equipment off the truck and properly set in place for installation.
d. The Waste2Water System should be located on a stable and level foundation with access available around the unit
e. It is the responsibility of the customer to regularly monitor and maintain the water chemistry and tc utilize additives and
cleaning agents properly making sure that they are compatible with equipment.
f. Cleaning the sump pit that collects the cleaning water is the customer's responsibility, in addition to disposal of all used filters
and by products. Please note the cleaning of the pit can impact the operation of The Waste2Water System.
g. Customer will protect equipment from extreme temperatures before, durlng and after installation.
h. Notify ESD Waste2Water, Inc immediately of any malfunction of the equipment.
7. FREIGHT POLICY/RISK OF LOSS/FREIGHT LOSS OR DAMAGE
The price quoted for freight is based on estimated weight and current carrier listing and may be subject to changes. Not withstanding any
other terms herein, the risk of loss to the system described in the Purchase Agreement herein shall be upon the Carrier until [he product is
received and inspected by the Purchaser/Customer. If a shipment is received with damage or missing units or parts, please take the
following steps in order that the Seller/ESD Waste2Water, Inc may rectify the problem.
a. Upon receipt of the system/units. Purchaser must inspect the shipment immediately upon receipt from the carder.
b. Notify the Carrier immediately and write on the Bill of Lading what is damaged or missing.
c. Call ESD Waste2Water, Inc immediately at 1800-277-3279.
d. Claims for concealed damage must be reported to ESD Waste2Water, Inc in writing within fifteen (15) days from the date of
delivery.
Price Quotation Valid for 60 Days
Page 2 NPB 8501C-1 Client Initial
F,SD Waste~Water, Inc.
NOTE: Please take note that the Carrier will not cover the damages if the foregoing steps are not adhered to.
8. Manufacturer warrants the new WASTE2WATER SYSTEM parts for a period of 1 year from initial startup to be free from defects in
matedal and workmanship under normal use and service when operated and maintained in strict accordance with The Waste2Water
System operating instructions.
There will be no charge for labor involved in necessary replacement or repair of said pans for a period of ninety (90) days from the initial
startup, within the 48 contiguous states.
Manufacturer's obligation under this Warranty being limited [o repairing or replacing at its option any part found to its satisfaction to be so
defective, provided that used part is, upon request, returned to ESD Waste2Water, Inc freight prepaid. This warranty does not cover parts
damaged by decomposition from chemical action or wear caused by abrasive materials. Nor does it cover damage resulting from misuse,
abuse, any other than its intended use, accident, and neglect or from improper operation, maintenance, installation, modification or
adjustments.
This Warranty does not cover parts not made by Manufacturer. Manufacturer makes no warranty as to electrical apparatus or other
materials not of its manufacture. These items are covered by warranties of the respective manufacturer. See the Limited Warranty for
further limitations and the Equipment Request for instructions on submitting uniVequipment for Warranty.
Manufacturer shall not be liable for consequential damages whether or not caused by manufacturers negligence or resulting from any
express or Implied warranty or breach thereof or any written representations made by Sales Representatives or their employees.
Consequential damages for the purpose of this document shall include, but not be limited to, loss of use, income or profit, any additional
expenses incurred, or loss of or damages to property occasioned by or arising out of in operation, failure to meet e~ec[a[ions, use, the
operation, installation, repair or replacement of the equipment otherwise.
9.There will be a 25`y restocking charge on all canceled orders that have been shipped by ESD Waste2Water, Inc to the customer.
to. The Waste2Water System purchased by this PURCHASE AGREEMENT is being constructed specifically for the client named in the
PURCHASE AGREEMENT. Any
Accepted By
ESD Waste2Water, Inc.
North Palm Beach
Signature
Authorized ey ~~~~~ ~,¢~t/~f!E~ ~•~f~2
Price Quotation Valid for 60 Days
Page 3 NPa 8501C-1 Client