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1570* Vogel Bros Building-Calgon Carbon Corp •T. STff { - Wednesday, October 23, 2013 —1877-4 CNa PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM To: City Clerk RE: Calgon Carbon Corp., PO 33362 Original Executed by Vogel The item(s) noted below is/are attached and forwarded to your office for the following action(s): Development Order I Mayor's signature Final Plat(original mylars) ❑ Recors'. Letter of Credit 111 ' endering Maintenance Bond ►7t .. - . --sin. Vault Ordinance Deputy City Manager Performance Bond Payment Bond Resolution City Manager Signature I City Clerk Attest/Signature Once completed, please: Return originals to Purchasing Return copies Special Instructions: Mari yo-1, Ordo-vtez 10- 9-3'13 From Date T:\Dept_fonns\City Clerk Transmittal Memo-2009.doc 1,,r13 124 i DATE: 04/22/13 PURCHASE ORDER PO NUMBER 033362 CITY OF SANFORD CHANGE # : 1 P.O. BOX 1788 DATE CHG: 07/11/13 �= PURCHASING OFFICE:407.688.5030 (300 NORTH PARK AVENUE) SUBMIT INVOICES TO:ACCOUNTS PAYABLE i:'-1 ACCOUNTS PAYABLE:407.688.5020 SANFORD, FLORIDA 32772 FINANCE DEPT. ;—I fb FACSIMILE:407.688.5021 FLORIDA TAX EXEMPT NO.:858012621681C-8 P.O.BOX 1788 SANFORD, FL 32772 'V' IN VENDOR NO.: 11884 TO: SHIP TO: CD CALGON CARBON CORP CITY OF SANFORD 500 CALGON CARBON DR AUXILARY PLANT, WTP2 PITTSBURG, PA 15005 3100 S . ORLANDO DRIVE SANFORD, FL 32773 DELIVER BY TERMS F.O.B.DESTINATION BID OR QUOTATION NO. REQUISITION NO. UNLESS OTHERWISE INDICATED 04/22/13 NET/30 REQ4 . 1236 ACCOUNTNO.: 452-4530-536 . 63-03 PROJECTNO.: DW11O3 NO DEVIATION FROM THIS PURCHASE ORDER WILL BE ALLOWED UNLESS AUTHORIZED BY THE PURCHASING MANAGER-CITY OF SANFORD UNIT OF ITEM NO. DESCRIPTION QUANTITY ISSUE UNIT COST EXTENDED COST **********************************F * * CHANGE ORDER * *********************************** 1 GRANULATED ACTIVATED CARBON 1473000 . 00 NA 1 . 00 1473000 . 00 ADSORPTION SYSTEMS AS CALLED FOR BY SPEC SEC 11300 CALGON PROPOSAL 12/20/12 . DELIVERY TO PROJECT SITE, FOB DESTINATION. SUB-TOTAL 1473000 . 00 TOTAL 1473000 . 00 REMARKS: ALG-crl CAR(3c4 LO,2PcRATronl A C:K nr o w1 L.c D G-C:O A,J o A c cG eT L c Approved as to Fo n k � Jessica E less E. Underwood R03 R T A, c L Arc-H L.rij Associate General Counsel V )cL Pt? es pE►JT 5m-e5,, Anr:t-icA.s AUG-use ( ) 2ci5 BY:: �1/--: /�/ APPROVED BY: /tea' �• APPROVED Y PURCHASIN AGEN CITY MANAGER ALL PACKAGES AND INVOICES ASSOCIATED WITH THIS P.O.MUST BEAR THIS PURCHASE ORDER NUMBER. THE VENDOR IS RESPONSIBLE TO CAREFULLY READ AND COMPLY WITH ALL OF THE STANDARD TERMS AND CONDITIONS PROVIDED ON THE REVERSE SIDE OF THIS PURCHASE ORDER AND AT HTTP://WWW.SANFORDFL.GOV/DEPARTMENTS/PURCHASE/TERMS.HTML COPIES TO: VENDOR ORIGINATING DEPARTMENT PURCHASING ybra L''h{ r•1 x- I. Cr;1 6 Subject:Calgon System f:',4 TT Drew, Thank you for taking my phone call earlier today and for your cooperation in ;-. working toward a solution of the issues surrounding the procurement. co As I explained during our conversation, City of Sanford, Florida, policy and procedures applicable to direct purchase to recover sales tax dollars states in item E. 2. "The Contractor shall warrant Direct-Purchase Items and provide indemnification to the City as germane to all other materials and equipment furnished by the Contractor. Nothing in this Section shall alter or modify the Contractor obligations under the Contract relative to warranties and patent indemnification." Full copy attached above. I understand that this is precisely Vogel's responsibility if the purchase were made by Vogel. If you agree, please respond your concurrence ASAP. At that point we can complete the purchase immediately thereafter. I apologize for the confusion surrounding this matter. Thank you for your understanding and assistance, I sincerely appreciate it. *A• eement of u•erstandin• of the above confirmed: Ilk, L■ ■ i . of •n'e- ' gn; `-re-Vogel Bros. Building Co. •hn J is ice President of 0•erations .a rinted ■a"'- and Title Upon completion, please print this email, sign, scan and return the signed item to me electronically as well as us mail of the original. If you have questions or concerns, please let me know. • Terms and Conditions 0:1 1. AGREEMENT. This Purchase Order including these terms, conditions, and other referenced documents such a solicitations, specifications, and responses constitute !he sole and entire agreement between the parties hereto. Thy°! x• City does hereby retain the Contractor to furnish those services/commodities and perform those tasks as described in this purchase order and as further described in the scope of services, attached hereto and incorporated herein, if applicabIC.-; This Purchase Order shall be construed and interpreted under the laws of the State of Florida. Jurisdiction and venup with respect to any suit in connection with this Purchase Order, shall reside in Seminole County, Florida. 2. DELIVERY OF GOODS AND SERVICES. Failure to deliver the items or provide the service hereby ordered strictly within the time specified shall entitle the Buyer to cancel this Order holding the Seller accountable therefore, and may charge the Seller with any increased cost or other loss incurred thereon pursuant to Chapter 672 of the Florida Statutes, unless deferred shipment Is requested and agreed to by the Buyer in writing. Payment or acceptance of any item after the delivery date shall not constitute a waiver of the Buyer's right to cancel this Order with respect to subsequent deliveries. 3. WARRANTY. Seller warrants all materials and services covered by this Order to conform strictly to the specifications, drawings, or samples as specified or furnished, and to be free from latent or patent defects In material or worlananship. If no quality Is specified, the Seller warrants to Buyer that the goods or service shall be of the best grade of their respective ;etete kinds, or will meet or exceed the applicable standards for the industry -: ese. Seller further warrants that at the time the goods or services are accepted by Buyer, they shall have beendy/ produced, sold, delivered, and furnished In strict compliance with all applicable Federal and State laws, municipal' ordinances, regulations, rules, labor agreements, and working conditions to which the goods or services are subject In � addition to, and not in lieu of the above, that at the time of acceptance, the goods or services are applicable, meet or exceed the applicable standards imposed by(a)the Consumer Product Safety Act, (b)Occupational Safety and Health Act (Public Law 91-5961, as amended,(c)Fair Labor Standards Act, as amended, and (d) that !he goods and services furnished hereunder are free of any claims or liens of whatever nature whether rightful or otherwise of any person, corporation, partnership or association T rSer±- V _7�(��'I a VS 4. MODIFICATIONS. This Agreement can be modified or rescinded only in writing byte parties or their duly authorized agents. 5. TERMINATION. The City may, by written notice to the Contractor, terminate this Agreement in whole or in part, at any time, either for the City's convenience or because of the failure of the Contractor to fulfill Contractor's agreement obligations. Upon receipt of such notice, the Contractor shall discontinue all deliveries affected unless the notice directs otherwise. In such event Buyer shall be liable only for materials or components procured, or work done, or supplies partially fabricated within the authorization of this Agreement. In no event shall Buyer be liable for incidental or consequential damages by reason of such termination 6. INDEMNIFICATION. Seller agrees to protect, indemnify, save, and hold harmless Buyer, its officers, and employees from and against all losses, costs, and expenses, and from and against all claims, demands, suits ,and actions for damages, losses, costs. and expenses and from and against all liability awards, claims of patent infringement judgments, and decrees of whatsoever nature for any and all damages to property of the Buyer or others of whatsoever nature and for any and all injury to any persons arising out of or resulting from the negligence of -- - , : -:-- _ -'- e :- •- -- • - - =-, - - - .- - : -- . - : - : _ . The m^ edies afforded to the CITY by this clause are cumulative with, and in no way effect any other legal remedy the CITY may have under this Agreement or at law. IAscr't4 2.. .7n/144 6 exit 7. INSURANCE Seller shall obtain and maintain in force adequate insurance as dire ted by the Buyer. Seller may also be required to carry workers' compensation insurance in accordance with the laws of the State of Florida. Seller shall furnish Buyer with a Certificate of insurance for an service related purchase orders and other specialized services performed at seller's location. Any certificate requested shall be provided to the Purchasing and Contracts Division within ten (10) days from notice. Contractor shall notify the City in the event of cancellation, material change, or altercation related to the Contractor's Insurance Certificate. All policies shall name City of Sanford as an additional Insured. 8. INSPECTION. All goods and services are subject to inspection and rejection by the Buyer at any time including during their manufacture, construction, or preparation notwithstanding any prior payment or inspection.Without limiting any of the rights it may have, the Buyer, at is option, may require the Seller, at the Seller's expense, to: (a)promptly repair or replace any or all rejected goods, or to cure or re-perform any or all rejected services, or (b)to refund the price of any or all rejected goods or services. All such rejected goods will be held for the Seller's prompt inspection at the Seller's risk. Nothing contained herein shall relieve, in any way, the Seller from the obligation of testing, inspection, and quality control 9. TAXES. City of Sanford Government is a non-profit operation and not subject to tax. 10. FLORIDA PROMPT PAYMENT ACT. Suppliers shall be paid in accordance with the State of Florida Prompt Payment Act, Section 218.70 of the Florida Statures, upon submission of proper invoice(s) to City Finance Department P. 0. Box 8080, Sanford, Florida 32772. Invoices are to be billed at the pries stipulated on the purchase order. All invoices must reference City of Sanford's purchase order number. 11. PAYMENT TERMS. It shall be understood that the cash discount period to the City will be from the date of the Invoice and not from the receipt of goods/services. . ° - - - • ION. Seller warrants that the price(s)set forth herein are equal to the lowest net price an. •- - --- and conditions of sale are as favora• - . - - - ._- -rms and conditions affor•-. . -- - -r o any other customer for goods or services of comparable grade or qualit • '•• -- - e -• . - hat any price reductions made in the goods or servic- • - -: •' is Order, subsequent to its acceptance but prior to paymen , -:. - o is Order. de/d ' 44,11 12 fn r4,• t 13. PACKAGING AND SHIPPING. Unless otherwise spec! d, ail pro cts hall be packed, packaged, marked, and otherwise prepared for shipment in a manner that is: (a)in accordance with good commercial practice; and (b)acceptable to common carriers for shipment at the lowest rate for the particular product, and In accordance with ICC regulations, and adequate to insure safe arrival of the product at the named destination and for storage and protection against weather. Seller shall mark all containers with necessary lilting, handling, and shipping information, and also this Purchase Order Number, date of shipment, and the name of the consignee and consignor. An itemized packing sheet must accompany each shipment.All shipments, unless specified differently, shall be FOB Destination 14. QUANTITY. The quantities of goods, as indicated on the race hereof, must not be exceeded without prior written authorization from Buyer. Excess quantities may be returned to Seller at Seller's expense. 15. ASSIGNMENT. Seller may not assign, transfer, or subcontract this Order or any right or obligation hereunder Without, Buyer's written consent. Any purported assignment transfer or subcontract shall be nun and void.J�-��f 3- -riMr/ 16. EQUAL OPPORTUNITY EMPLOYER. The City is an Equal Employment Opportunity (EEL) employer, an s such requires all contractors or vendors to comply with EEO regulations with regards to gender, age, race, veteran status, country of origin, and creed as may be applicable to the contractor or vendor. Any subcontracts entered into shaft make reference to this clause with the same degree of application being encouraged. When applicable, the contractor or vendor shall comply with all new State and Federal EEO regulations. 17. RIGHT TO AUDIT RECORDS. The City shall be entitled to audit the books and records of the Seller to the extent that such books and records relate to the performance of the purchase order or any supplement to the purchase order. The Seller shall maintain such books and records for a period of three (3) years from the date of final payment under the purchase order unless the City otherwise authorizes a shorter period in writing. 1:. - . _ : FUNDING APPROPRIATION. Unless otherwise provided by law, a purchase order for •• '-- - ' services may be entered into or a v •- '••- •--med to be in the best int- - • - - Y provided the term of the purchase order and conditions or renewal or extensi•• • -- , - - c :-• ' -_ -• • ' - '•ns and funds are available for the initial fiscal period of •- •_ --: - • •er. Payment and performance obligations for succeeding isca .- ••• - •- subj-- • e annual appropriation by City Commissioners jfelet is, .-A ' %•i(S' As 19. FAILURE TO EXECUTE PURCHASE ORDER. Failure of the successful bidder to accept the pu chase order as specified may be cause for cancellation of the award. In the event that the award is cancelled, the award may then be made to the second lowest responsive and responsible offeror, and such offeror shall fulfill every stipulation embraced herein as if he were the original party to whom the award was made; or the City may reject all the offers and rebid. Contractors who default are subject to suspension and/or debarment. .7.3"nsert' 4 �/� /�ici s .021,e___ ejkl r INSERT#f1 THERE ARE NO WARRANTIES MADE WITH REGARD TO THE GOODS OR SERVICES TO BE PROVIDED PURSUANT TO THIS ORDER OTHER THAN THOSE CONTAINED IN THIS SECTION.ALL OTHER WARRANTIES,EITHER EX RFSS OR IMPLIED,ARE HEREBY DISCLAIMED,INCLUDING,WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. MEWS Notwithstanding any provision to the contrary herein,Seller shall not indemnify Buyer or any third party to the extent of Buyer's or such third party's negligence or willful misconduct INSERT#3 provided that Seller may assign this Order,including without limitation any of its rights or obligations hereunder,to any of its parents,subsidiaries or affiliates or to any third party which merges with Seller or acquires all or substantially all of its business and assets or a substantial part of its assets or business relating to the products without Buyer's consent INSERT#4 20. LIMITATION OF LIABILITY. Notwithstanding any provision to the contrary herein,the parties hereto agree that in no event shall either party be liable to the other party for any indirect, special,consequential,incidental or punitive damages as a result of a breach of any provision of this Order or for any other claim of any kind arising out of or relating to this Order,whether in contract,in tort or otherwise. Notwithstanding any provision to the contrary herein,for all losses, damages,liabilities or expenses (including attorney's fees and costs),whether for indemnity or negligence,including errors,omissions or other acts,or willful misconduct,or based in contract, warranty(including any costs and fees for repairing,replacing or re-performing services or curing a breach hereof),or for any other cause of action(individually,a"Claim";collectively,"Claims"), Seller's liability,including the liability of its insurers,employees,agents,directors,and officers and all other persons for whom Seller is legally responsible, shall not,to the maximum extent permitted by law,exceed in the cumulative aggregate with respect to all Claims arising out of or related to this Order,the total amount of compensation paid to Seller hereunder. 21. FORCE MAJEURE. Notwithstanding any provision to the contrary herein,Seller shall have no liability to Buyer or its affiliates,and shall have the right to suspend performance (including,without limitation,shipments)hereunder,in the event of war,riot,terrorism,accident, explosion,sabotage,flood,acts of God,fire,court order,strike,labor distu rbanoe,work stoppage, national defense requirements,act of governmental authority,extraordinary failure of equipment or apparatus,inability to obtain electricity or other type of energy,raw material,labor,equipment or transportation,or other causes beyond Seller's control. It is understood and agreed that settlement of stiles,lockouts and other labor disputes shall be entirely within the discretion of Seller and that nothing in this Order shall require the settlement of strikes,lockouts and labor disputes when such anise is inadvisable in the sole discretion of Seller. Subject: Calgon System Drew, Thank you for taking my phone call earlier today and for your cooperation in working toward a solution of the issues surrounding the procurement. As I explained during our conversation, City of Sanford, Florida, policy and procedures applicable to direct purchase to recover sales tax dollars states in item E. 2. "The Contractor shall warrant Direct-Purchase Items and provide indemnification to the City as germane to all other materials and equipment furnished by the Contractor. Nothing in this Section shall alter or modify the Contractor obligations under the Contract relative to warranties and patent indemnification." Full copy attached above. I understand that this is precisely Vogel's responsibility if the purchase were made by Vogel. If you agree, please respond your concurrence ASAP. At that point we can complete the purchase immediately thereafter. I apologize for the confusion surrounding this matter. Thank you for your understanding and assistance, I sincerely appreciate it. II *A• eement of •erstandin• of the above confirmed: i:, A. -,...."1 size: ' gn: ire - Vogel Bros. Building Co. if •hn J is ice President of 0•erations .Tinted Nam and Title Upon completion, please print this email, sign, scan and return the signed item to me electronically as well as us mail of the original. If you have questions or concerns, please let me know. 1 • John Julian From: John Julian Sent: Tuesday, July 30, 2013 1:36 PM To: bill.smith @sanfordfl.gov Cc: MIGDALIA HERNANDEZ(HERNANDM @Sanfordfl.gov); Drew Broderick Subject: Restatement of Direct Purchase Proceedure Attachments: 20130730133022444.pdf Bill; Attached is the signed copy of the statement that you e-mailed Drew.The original will be mailed this afternoon. We hope that this facilitates you purchase of the Calgon equipment. -11 John Julian Vice President of Operations VOGEL BROS. BUILDING CO. We build with values,solutions and accountability 2720 Drane Field Rd. (33811) P.O. Box 5200 Lakeland, FL 33807-5200 Tel (863) 646-5078 Fax (863) 644-5107 Dir. (863) 577-0464 Cell (863) 838-1021 An Equal Oportunity Employer Please consider the environment before printing this e-mail. 1