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1298-Odyssey Mft for Sodium HypochloriteJAI Ij I 18 7 "7- DOCUMENT APPROVAL Contract/Agreement Name: Odyssey Manufacturing Co., for Sodium Hypochlorite Piggy Back Approval: ��'`'� ` x171 4 Department Director / 2/.. s / ° Date Fin dic.e ��rll�i' �`r" orney 1 z 151aq Date /2 -2 � f . Date C, 1 / 0(141 �� /So ia99 CITY OF SANFORD AGREEMENT WITH ODYSSEY MANUFACTURING CO. FOR SODIUM HYPOCHLORITE (PIGGYBACK) THIS AGREEMENT made and entered into this day of vJanuQr 'v D/ Q 2009 by and between the: City of Sanford, Florida City Hall 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "City," and: Odyssey Manufacturing Co. 1484 Massaro Boulevard Tampa, Florida 33619 a corporation, authorized to do business in the State of Florida, hereinafter referred to as the "Contractor ". The City and the Contractor are collectively referred to herein as the "parties ". W/ TNESSETH: WHEREAS, the Contractor has entered an agreement to provide services to Palm Coast pursuant to an Agreement which Agreement continues to be in effect (hereinafter collectively the "Palm Coast Agreement "; and WHEREAS, the City desires to retain the Contractor for the work identified in the specifications outlined in the Palm Coast Agreement and for the periods set forth in the Palm Coast Agreement; and WHEREAS, the Palm Coast Agreement is attached hereto as Exhibit "A" along with the certain other documents relating thereto to include, but not be limited to, the documents relating to the Daytona Beach Cooperative; and WHEREAS, the City desires to employ the Contractor for the performance to support the activities, programs, and projects of the City upon the terms and conditions hereinafter set forth and in the Palm Coast Agreement, and the Contractor is desirous of performing and providing such services upon said terms and conditions; and WHEREAS, the Contractor hereby warrants and represents to the City that it is competent and otherwise able to provide professional and high quality services to the City; Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 1 and WHEREAS, the references to the provisions of services to the City to the City shall include to provision of goods and the term "Work Order" shall include the term "Purchase Order" herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: SECTION 1: DEFINITIONS. Ad valorem - In proportion to the estimated value of the goods taxed. Agreement — This document and all subsequent Work Orders between the City and Contractor. Each exhibit, even if not physically attached, shall be treated as if it is a part of this Agreement. The effective date of this Agreement is the date that the City Commission approves the selection of the Contractor and the Agreement is executed by the City. Billing Period — The period of time between project commencement to the close of the current period, (inclusive); or from the close of the previous billing period, (exclusive), to the close of the current period, usually concurrent with the month. In no case shall this period be less than one calendar month except for the final billing period. Bona Fide - Made or carried out in good faith; sincere. CSC — The City of Sanford, a municipal corporation of the State of Florida holding tax exempt status. Contractor - To include all principals of the Contractor including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for Contractor to perform its obligations hereunder. Description of Services - Shall be written in paragraph form resonably describing those services the City can expect the Contractor to provide. The description shall be written in such a manner that the type of service is clearly provided, but broad enough that all services reasonably expected of the Contractor, including services provided by partners, subcontractors, and other supporting professionals, can be provided to the City. Designated Representative — A person who administers, reviews, and coordinates the provision of services. This definition applies equally to the City and to the Contractor. Exhibit A — Palm Coast Agreement and related documents. Exhibit B — Project Status Report Form. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 2 Exhibit C — Certificate of Liability Insurance. Force Majeure -Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, terrorism, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Agreement is beyond the control and without the fault or negligence of the party seeking relief under this Agreement. Law - Said phrase shall include statutes, codes, rules and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. Pari Materia — of the same matter; on the same subject. Laws pari materia must be construed with reference to each other /together when related to the same matter or subject. The provisions of a contract/agreement shall be construed together with no isolated construction of a particular provision such that it would defeat the overall intent of the contract/agreement. Submittals — Any item required by this agreement that the Contractor must provide the City either for inclusion as part of this Agreement or not. Type of Service — The services are generally related to the provision of sodium hypochlorite as described in the Scope of Services to the Palm Coast Agreement and shall be provided to the City in accordance with the controlling provisions of law. Work Order - A detailed description of quantities, services and a completion schedule for the provision of such goods and /or services issued by the City on it's approved form which, on occasion, may contain documents published, on Contractor letterhead, describing all work associated with the goods /services to be provided by the Contractor to the City for an agreed price referencing this Agreement by title and date. SECTION 2: CAPTIONS. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. SECTION 3: EXTENT OF AGREEMENT /INTEGRATION /AMENDMENT. (a). This Agreement, together with the exhibits, constitutes the entire integrated Agreement between the City and the Contractor and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein including, without limitation, the exhibits, constitute the full and complete agreement between the parties hereto and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements regardless of whether written or oral. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 3 (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. (d). The exhibits made part of this Agreement are as follows: Exhibit A - Palm Coast Agreement (as referenced). Exhibit B - Project Status Report. Exhibit C - Certificate of Liability Insurance. SECTION 4: NO GENERAL CITY OBLIGATION. (a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Contractor shall not have the right to compel the exercise of the ad valorem taxing power of the City. SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED. (a). Execution of this Agreement by the Contractor is a representation that the Contractor is familiar with local conditions and with the services to be performed. The Contractor shall make no claim for additional time or money based upon its failure to comply with this Agreement. The Contractor has informed the City, and hereby represents to the City, that it has extensive experience in performing and providing the services and /or goods described in this Agreement and to be identified in the Work Orders, and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinances, rules, regulations, or orders of any public authority or licensing entity having jurisdiction over City projects. Execution of a Work Order shall be an affirmative and irrefutable representation by the Contractor to the City that the Contractor is fully familiar with any and all requisite work conditions of the provisions of the services and /or goods to be provided. (b). The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (c). It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting the Contractor (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the City for any purpose, or in any Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 4 manner of whatsoever type or nature. The Contractor is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. (d). Persons employed by the Contractor in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the City's officers and employees either by operation of law or by the City. SECTION 6: GENERAL PROVISIONS. (a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The person(s) executing this Agreement for the Contractor certifies /certify that he /she /they is /are authorized to bind the Contractor fully to the terms of this Agreement. (b). This Agreement is for the services as described in this Agreement and are to be accomplished in accordance with the controlling provisions of law and as directed by the City to include all labor and materials that may be required. (c). The Contractor acknowledges that the City may retain other contractors to provide the same types of services for City projects. The City reserves the right to select which contractor shall provide services for City projects. (d). The Contractor acknowledges that the City has retained, or may retain, other contractors and the coordination between said contractors and the Contractor may be necessary from time -to -time for the successful completion of each Work Order. The Contractor agrees to provide such coordination as necessary. (e). The Contractor agrees to provide and ensure coordination between goods /services providers. (f). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g). The Contractor shall maintain an adequate and competent staff and professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of each Work Order. (h). Requirements for signing and sealing plans, reports and documents prepared by the Contractor shall be governed by the laws and regulations of Palm Coast and State regulatory agencies. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 5 (i). The Contractor hereby guarantees the City that all material, supplies, services and equipment as listed on a Purchase Order or Work Order meet the requirements, specifications, and standards as provided for under the Federal Occupations Safety and Health Act of 1970, from time -to -time amended and in force on the date hereof. Q). No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. SECTION 7: CODES AND DESIGN STANDARDS. (a). All the services to be provided or performed by the Contractor shall in the minimum be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State, or local regulatory agencies. (b). The Contractor shall be responsible for keeping apprised of any changing laws applicable to the services to be performed under this Agreement. SECTION 8: SUBCONTRACTORS. (a). Any Contractor proposed subcontractor shall be submitted to the City for written approval prior to the Contractor entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, occupational license tax proof of payment and insurance certifications. (b). The Contractor shall coordinate the provision of services and work product of any City approved subcontractor and remain fully responsible for such services and work under the terms of this Agreement. (c). Any subcontract shall be in writing and shall incorporate this Agreement and require the subcontractors to assume performance of the Contractor's duties commensurately with the Contractor's duties to the City under this Agreement it being understood that nothing herein shall in any way relieve the Contractor from any of its duties under this Agreement. The Contractor shall provide the City with executed copies of all subcontracts. SECTION 9: ASSIGNABILITY. The Contractor shall not sublet, assign, or transfer any interest in this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written City approval. When approved by the City, written notice of such assignment or transfer shall be furnished promptly to the City. SECTION 10: COMMENCEMENT / IMPLEMENTATION SCHEDULE OF AGREEMENT. (a). The Contractor shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and a Work Order thereunder. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 6 (b). The Contractor and the City agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order. However, if the Contractor is delayed at any time in the provision of services by any act or omission of the City, or of any employee of the City, or by any other Contractor employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of the Contractor and beyond the Contractor's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the City may decide in its sole and absolute discretion. It is further expressly understood and agreed that the Contractor shall not be entitled to any damages or compensation, of any type or nature, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. SECTION 11: LENGTH OF AGREEMENT. (a). The term of this Agreement is coextensive with the term of the Palm Coast Agreement. (b). The Contractor's services shall begin upon written notification to proceed by the City as set forth in a Work Order. (c). The Contractor's services shall be on a Work Order basis and may include matters such as serving as an expert witness. SECTION 12: DESCRIPTION OF SERVICES. (a). The Contractor agrees to provide the services as outlined and described in this Agreement all of which are to be provided to the City in accordance with the controlling provisions of law as more specifically outlined in Exhibit A and Work Orders issued hereunder. (b). The Contractor shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall not be construed to exceed the provision of the services pertaining to this Agreement. (c). The City and Contractor agree that there may be certain additional services required to be performed by the Contractor during the performance of the Work Orders that can not be defined sufficiently at the time of execution of this Agreement. Such services shall be authorized in writing as a Change Order in accordance with Section 21. The Work Orders may contain addititonal instructions or provide specifications upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 7 SECTION 13: CONTRACTOR RESPONSIBILITIES. (a). The Contractor shall be responsible for the professional quality, accepted standards, technical accuracy, neatness of appearance of employees, employee conduct, safety, and the coordination of all services furnished by the Contractor under this Agreement as well as the conduct of its staff, personnel, employees and agents. All Contractor employees shall at all times when performing work wear identification badges which, at a minimum, provides the name of the employee and the Contractor. (b). The Contractor shall provide to the City a list of employees working on the project. The Contractor shall provide to the City a list of employee working days, times and assignments within forty -eight (48) hours of the City's written request for such information. This information, when requested by the City, shall be provided to the City prior to the employees of the Contractor entering the City's premises. (c). The Contractor shall comply with the Sanford City Code as it relates to security screenings of private contractors and employees of private contractors. The Contractor shall cause each person found by the City Commission to be functioning in a position critical to the security and /or public safety of the City by reason of access to any publicly owned or operated facility to undergo the following inquiries and procedures conducted by the City of Sanford.: (1) fingerprinting in accordance with the City's pre - employment procedures, (2) submission of the fingerprints to the Florida Department of Law Enforcement for state criminal history evaluation, and (3) submission of the fingerprints to the Federal Bureau of Investigation for a national criminal history evaluation. Such confidential information shall be used by the City to determine a person's eligibility to function in such critical employment position(s) as described. Additionally, the City may request and the Contractor shall provide the name, address and social security number and licenses (driver's, commercial drivers license, or other operator's license) for employees of the Contractor that may work on the City's premises in positions found by the City Commission to be critical to the security and /or public safety of the City by reason of access to any publicly owned or operated facility. The Contractor shall release such information upon approval of the employees. If an employee refuses to authorize the release of their address, social security number and /or licenses they shall not be allowed to work or continue to work in such critical positions. (d). The Contractor shall work closely with the City on all aspects of the provision of the services. The Contractor shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes only and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by the Contractor under this Agreement. The Contractor shall, without additional compensation, correct or revise any errors or deficiencies in his /her /its plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. The Contractor's submissions in response to the subject bid or procurement processes are incorporated herein by this reference thereto. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 8 (e). Neither the City's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and the Contractor shall be and remain liable to the City in accordance with applicable law for all damages to the City caused by the Contractor's negligent or improper performance or failure to perform any of the services furnished under this Agreement. (f). The rights and remedies of the City, provided for under this Agreement, are in addition to any other rights and remedies provided by law. (g). Time is of the essence in the performance of all services provided by the Contractor under the terms of this Agreement and each and every Work Order. (h). The Contractor shall cooperate with the City in the implementation of the City's tax recovery program and, to that end, the City may make purchases directly under its purchase order processes relative to various materials, supplies and equipment that may be part of the services provided under this Agreement. The Contractor hereby recognizes the right of the City to engage in tax recovery/savings through direct purchases. SECTION 14: CITY RIGHTS AND RESPONSIBILITIES. (a). The City shall reasonably cooperate with the Contractor in a timely fashion at no cost to the Contractor as set forth in this Section. (b). The City shall furnish a City designated representative to administer, review, and coordinate the provision of services under each Work Order. (c). The City shall make City personnel available where, in the City's opinion, they are required and necessary to assist the Contractor. The availability and necessity of said personnel to assist the Contractor shall be determined solely at the discretion of the City. (d). The City shall furnish the Contractor with exisitng data, records, maps, plans, specifications, reports, fiscal data and other engineering information that may be available in the City's files that is necessary or useful to the Contractor for the performance of the work provided for in this Agreement. All such documents conveyed by the City to the Contractor shall be, and always remain, the property of the City and shall be returned to the City upon completion of the work to be performed by the Contractor. (e). The City shall examine all Contractor reports, sketches, drawing, estimates, proposals and other documents presented to the City and indicate the City's approval or disapproval within a reasonable time so as not to materially delay the provisions of the services of the Contractor. (f). The City shall provide access to and make provisions for the Contractor to enter upon public and private lands as required for the Contractor within a reasonable time to perform work as necessary to complete the Work Order. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 9 (g). The City shall transmit instructions, relevant information, and provide interpretation and definition of City policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Agreement. (h). The City shall give written notice to the Contractor whenever the City designated representative knows of a development that affects the services provided and performed under this Agreement, timing of the Contractor's provision of services, or a defect or change necessary in the services of the Contractor. (i). The rights and remedies of the City provided for under this Agreement are in addition to any other rights and remedies provided by law. The City may assert its right of recovery by any appropriate means including, but not limited to, set -off, suit, withholding, recoupment or counterclaim, either during or after performance of this Agreement. Q). The City shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of the Contractor in carrying out the duties and responsibilities deriving from this Agreement. (k). The failure of the City to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the City hereunder, shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (1). Neither the City's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement nor for any cause of action arising out of the performance of this Agreement and the Contractor shall be and always remain liable to the City in accordance with applicable law for any and all damages to the City caused by the Contractor's negligent or wrongful provision or performance of any of the services furnished under this Agreement. (m). All deliverable analysis, reference data, survey data, plans and reports or any other form of written instrument or document that may result from the Consutant's services or have been created during the course of the Contractor's performance under this Agreement shall become the property of the City after final payment is made to the Contractor. (n). In the event the City fails to comply with the terms and conditions of this Agreement, the Contractor shall notify the City's designated representative in writing in order that the City may take remedial action. SECTION 15: WAIVER. The failure of the City to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the City hereunder, shall Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 10 not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. SECTION 16: FORCE MAJEURE. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by force majeure. SECTION 17: STANDARDS OF CONDUCT. (a). The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement and that the Contractor has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. (b). If the City determines that any employee or representative of the Contractor is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Agreement, the City shall so notify the Contractor, in writing. The Contractor shall immediately remove such employee or representative of the Contractor from such assignment. (c). The Contractor hereby certifies by this writing that no undisclosed conflict of interest exists with respect to the Agreement including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendees, other contractual relationships of the Contractor, or any interest in property that the Contractor may have. The Contractor further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the City. Violation of this Section shall be considered as justification for immediate termination of this Agreement. (d). The Contractor shall not engage in any action that would create a conflict of interest for any City employee or other person during the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (e). The City shall not intentionally award publicly- funded contracts to any Contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA)]. The City shall consider the employment by the Contractor of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by the Contractor of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Agreement by the City. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 11 (f). The Contractor shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. (g). The Contractor shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection, or discrimination. (h). If the Contractor or an affiliate is placed on a discriminatory vendor list, such action may result in termination by the City. The Contractor shall certify, upon request by the City, that it is qualified to submit a bid under Section 287.134 (2) (c), Florida Statutes. (i). If the Contractor or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the City. The Contractor shall certify, upon request by the City, that is qualified to submit a bid under Section 287.133 (2)(a), Florida Statutes. Q). The Contractor shall certify, upon request by the City, that the Contractor maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. (k). The Contractor agrees to comply with Federal, State and local environmental, health and safety laws and regulations applicable to the services provided to the City. The Contractor agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment shall ensure compliance with any and all employment safety, environmental and health laws. (1). If applicable, in accordance with Section 216.347, Florida Statutes, the Contractor shall not use funds provided by this Agreement for the purpose of lobbying the Legislature, the judicial branch, or a State agency. (m). The Contractor shall not publish any documents or release information regarding this Agreement to the media without prior approval of the City. (n). The Contractor shall ensure that all services are provided to the City after the Contractor has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. (o). The Contractor shall ensure that all taxes due from the Contractor are paid in a timely and complete manner including, but not limited to, the local business tax. SECTION 18: NOTICES. (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement Page No. 12 addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1). For the City: City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (2). For the Contractor Mr. Stephen W. Sidelko Odyssey Manufacturing Co. 484 Massaro Boulevard Tampa, Florida 33619 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The Contractor agrees not to claim any waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Contractor to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. SECTION 19: DESIGNATED REPRESENTATIVES. (a). The City Manager, or designated representative, represents the City in all matters pertaining to and arising from the work and the performance of this Agreement. (b). The City Manager or designated representative shall have the following responsibilities: (1). Examination of all work and rendering, in writing, decisions indicating the City's approval or disapproval within a reasonable time so as not to materially delay the work of the Contractor; (2). Transmission of instructions, receipt of information, and interpretation and definition of City's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement; Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 13 (3). Giving prompt written notice to the Contractor whenever the City knows of a defect or change necessary in the project; and (c). Until further written notice, the City's designated representative for this Agreement is: City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (d). Prior to start of any work under this Agreement, the Contractor shall submit to the City detailed resumes of key professional personnel that will be involved in performing services described in the work. The City hereby acknowledges its acceptance of such personnel to perform services under this Agreement. At any time hereafter that the Contractor desires to change key professional personnel in an active assignment, it shall submit the qualifications of the new professional personnel to the City for prior approval. Key professional personnel shall include the principal -in- charge, project managers and others interfacing with City personnel. (e). Until further written notice, the Contractor's designated representative for this Agreement is: Mr. Stephen W. Sidelko Odyssey Manufacturing Co. 484 Massaro Boulevard Tampa, Florida 33619 SECTION 20: WORK ORDERS. (a). The provision of services to be performed under this Agreement may commence immediately upon the execution of this Agreement or a Work Order as directed and determined by the City. Services to be provided by the Contractor to the City shall be negotiated between the Contractor and the City. Each Work Order shall reference this Agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and will be provided on Contractor letterhead. Services described in said Work Order will commence upon the issuance of a City Notice -to- Proceed. (b). If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all services required by the Work Order but in no event shall the Contractor be paid more than the negotiated Fixed Fee amount stated therein. (c). The Contractor and the City agree to make every effort to adhere to the schedule established for the various Work Orders described in the Work Order. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 14 (d). If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is provided, the Contractor shall perform all work required by the Work Order; but in no event shall the Contractor be paid more than the Not -to- Exceed amount specified in the applicable Work Order. (e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount, the Contractor may invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to a percentage of the total services actually completed. (g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not - to- Exceed amount shall be treated separately for retainage purposes. If the City determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the City may, at its sole and absolute discretion, release the retainage or any portion thereof. (h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the Contractor may invoice the amount due for services actually performed and completed. The City shall pay the Contractor one hundred percent (100 %) of the approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount. SECTION 21: CHANGE ORDERS. (a). The City may revise the description of services set forth in any particular Work Order. (b). Revisions to any Work Order shall be authorized in writing by the City as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change of work and /or services and to the impact of the change on unchanged goods and /or work including, but not limited to, all direct and indirect costs of whatever nature and all adjustments to the Contractor schedule. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 15 (c). If instructed by the City, the Contractor shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the Contractor, the Contractor may be entitled to additional compensation. The Contractor must submit for City approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. SECTION 22: COMPENSATION. (a). Compensation to the Contractor for the services performed on each Work Order shall be as set forth the Work Order /Change Order or as set forth in the Seminole Count y Agreement which enumerates rates and charges of the Contractor. (b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attritbutable to items produced for each Work Order. (c). Work performed by the Contractor without written approval by the City's designated representative shall not be compensated. Any work performed by the Contractor without approval by the City is performed at the Contractor's own election. (d). In the event the City fails to provide compensation under the terms and conditions of this Agreement, the Contractor shall notify the City's designated representative in order that the City may take remedial action. SECTION 23: INVOICE PROCESS. (a). Payments shall be made by the City to the Contractor when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The Contractor shall render to the City, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered as Exhibit B, the Project Status Report Form, the cost of the services, the name and address of the Contractor, Work Order Number, Contract Number and all other information required by this Agreement. (b). Invoices which are in an acceptable form to the City and without disputable items will be processed for payment within thirty (30) days of receipt by the City. (c). The Contractor will be notified of any disputable items contained in invoices submitted by the Contractor within fifteen (15) days of receipt by the City with an explanation of the deficiencies. (d). The City and the Contractor will make every effort to resolve all disputable items contained in the Contractor's invoices. (e). Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include the Project Status Report for the Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 16 period being billed. A Project Status Report form is attached as Exhibit B. (f). The Florida Prompt Payment Act shall apply when applicable. (g). Invoices are to be forwarded directly to: Finance Director City Hall City of Sanford 300 North Park Avenue Sanford, Florida 32771 SECTION 24: TERMINATION OF AGREEMENT. (a). The City may terminate this Agreement or any Work Order for convenience at any time for one or more of the reasons as follows: (1). If, in the City's opinion, adequate progress under this Agreement, or a Work Order, is not being made by the Contractor; or (2). If, in the City's opinion, the quality of the services provided by the Contractor is /are not in conformance with commonly accepted professional standards, standards of the City, the requirements of Federal or State regulatory agencies, and the Contractor has not corrected such deficiencies in a timely manner as reasonably determined by the City; or (3). The Contractor or any employee or agent of the Contractor is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the Contractor; or (4). The Contractor becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5). The Contractor violates the standards of conduct provisions herein or any provision of State or local law or any provision of the City's ethical rules or codes of conduct. (b). In the event of any of the causes described in this Section, the City's designated representative may send a certified letter requesting that the Contractor show cause why the Agreement or any Work Order should not be terminated. If assurance satisfactory to the City of corrective measures to be made within a reasonable time is not given to the City within fourteen (14) calendar days of the receipt of the letter, the City may consider the Contractor to be in default, and may immediately terminate this Agreement or any Work Order in progress under this Agreement. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 17 (c). In the event that this Agreement or a Work Order is terminated for cause and it is later determined that the cause does not exist, then this Agreement or the Work Order shall be deemed terminated for convenience by the City and the City shall have the right to so terminate this Agreement without any recourse by the Contractor. SECTION 25: TERMINATION BY CONTRACTOR FOR CAUSE. (a). The Contractor may terminate this Agreement if: (1). The City materially fails to meet its obligations and responsibilities as contained in Section 14; City Rights and Responsibilities; or (2). The City fails to pay the Contractor in accordance with this Agreement. (b). In the event of either of the causes described in Subsection (a), the Contractor shall send a certified letter requesting that the City show cause why the Agreement should not be terminated. If adequate assurances are not given to the Contractor within fourteen (14) calendar days of the receipt of said show cause notice, the Contractor may consider the City to be in default and may immediately terminate this Agreement. SECTION 26: TERMINATION BY THE CITY WITHOUT CAUSE. (a). Notwithstanding any other provision of this Agreement, the City shall have the right at any time to terminate this Agreement in its entirety without cause, or terminate any specific Work Order without cause, if such termination is deemed by the City to be in the public interest, provided that thirty (30) calendar days prior written notice is given to the Contractor of the City's intent to terminate. (b). In the event that this Agreement is terminated, the City shall identify any specific Work Order(s) being terminated and the specific Work Order(s) to be continued to completion pursuant to the provisions of this Agreement. (c). This Agreement will remain in full force and effect as to all authorized Work Order(s) that is /are to be continued to completion. SECTION 27: PAYMENT IN THE EVENT OF TERMINATION. In the event this Agreement or any Work Order is terminated or canceled prior to final completion payment for the unpaid portion of the services provided by the Contractor to the date of termination and any additional services shall be paid to the Contractor. SECTION 28: ACTION FOLLOWING TERMINATION. Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 18 SECTION 29: SUSPENSION. (a). The performance or provision of the Contractor services under any Work Order under this Agreement may be suspended by the City at any time. (b). In the event the City suspends the performance or provision of the Contractor's services hereunder, the City shall so notify the Contractor in writing. Such suspension becoming effective upon the date stated in the notice. The City shall pay to the Contractor within thirty (30) days all compensation which has become due to and payable to the Contractor to the effective date of such suspension. The City shall thereafter have no further obligation for payment to the Contractor for the suspended provision of services unless and until the City's designated representative notifies the Contractor in writing that the provision of the services of the Contractor called for hereunder are to be resumed by the Contractor. (c). Upon receipt of written notice from the City that the Contractor's provision of services hereunder are to be resumed, the Contractor shall continue to provide the services to the City. SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR). (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the City prior to filing suit or otherwise pursuing legal remedies. (b) The Contractor agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the City in alternative dispute resolution procedures or which the Contractor had knowledge and failed to present during the City procedures. (c). In the event that City procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 31: SEVERABILITY /CONSTRUCTION. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 19 (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c). Violation of this Agreement by the Contractor is recognized by the parties to constitute irreparable harm to the City. (d). The use of the term "Work Order" shall also mean "Purchase Order" in this Agreement when appropriate in the context and, likewise, the terms "work" or "services" shall include the provision of goods in the appropriate context. SECTION 32: CONTROLLING LAWS/VENUE /INTERPRETATION. (a). This Agreement shall be governed by the laws of the State of Florida (b). Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. (c). This Agreement is the result of bona fide arms length negotiations between the City and the Contractor and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. SECTION 33: INDEMNITY. (a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its agents, servants, officers, officials, employees, or subcontractors. The City does not waive its right to assert consquential damages against the Contractor. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Contractor for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of the Contractor or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 20 damages, compensation, or benefits payable by or for the Contractor or its agents or subcontractors, under workers compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by the Contractor shall obligate the Contractor to comply with the indemnification provision in this Agreement; provided, however, that the Contractor shall also comply with the provisions of this Agreement relating to insurance coverages. SECTION 34: INSURANCE. (a). The Contractor shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to the City: (1). Workers Compensation /Employer Liability: The Contractor shall provide Worker Compensation insurance for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. Employers' Liability Insurance shall be provided with limits not less than the following: $100,000 Each Accident $100,000 Disease Each Employee $500,000 Disease Aggregate (2). Comprehensive General Liability: The Contractor shall provide coverage for all operations including, but not limited to, contractual, independent Contractor, products and complete operations and personal injury with limits not less than the following: $1,000,000 Bodily Injury & Property Damage - each occurrence $1,000,000 Personal & Advertising Injury - each occurrence $2,000,000 General Aggregate $2,000,000 Products /Completed Operations Aggregates limit $ 5,000 Medical Payments $ 100,000 Fire Damage Legal Liability (3). Comprehensive Business Automobile Liability: The Contractor shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Florida, as to the ownership, maintenance, and use of all owned, non - owned, leased or hired vehicles. (4). Professional Liability: The Contractor shall provide professional liability insurance as well as errors and omission insurance in a minimum amount of $1,000,000 CSL or its equivalent, with a combined single limit of not less than $1,000,000, protecting the Contractor against claims of the City for negligence, errors, mistakes, or omissions in the performance of services to be performed and furnished by the Contractor. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 21 (5) Other Required Insurance Coverage: Where unusual operations are necessary to complete the work, such as Longshoremen and Harbor Workers' Exposures, use of aircraft or watercraft, use of explosives, and any high risk circumstances. No aircraft, watercraft or explosives shall be used without the express advance written approval of the City which may, thereupon, required additional insurance coverages. (b). All insurance other than Workers Compensation and Professional Liability that must be maintained by the Contractor shall specifically include the City as an additional insured. All insurance minimum coverages extend to any subcontractor, and the Contractor shall be responsible for all subcontractors. The Contractor shall ensure that the City is named as an insured party in each pertinent insurance policy. (c). The Contractor shall provide Certificates of Insurance to the City evidencing that all such insurance is in effect prior to the issuance of the first Work Order under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the City nor failure to disapprove the insurance furnished by a Contractor shall relieve the Contractor of the Contractor's full responsibility for performance of any obligation including the Contractor's indemnification of the City under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the Contractor shall, as soon as the Contractor has knowledge of any such circumstance, immediately notify the City and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the Contractor has replaced the unacceptable insurer with an insurer acceptable to the City, the Contractor shall be deemed to be in default of this Agreement. (d). The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty days prior notice will be given to the City by submission of a new Certificate of Insurance and appropriate policy modification. (e). The Contractor shall provide Certificate of Insurance directly to the City's designated representative. The certificates shall clearly indicate that the Contractor has obtained insurance of the type, amount, and classification required by this Agreement. (f). Nothing in this Agreement or any action relating to this Agreement shall be construed as the City waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g). The City shall not be obligated or liable under the terms of this Agreement to any party other than the Contractor. There are no third party beneficiaries to this Agreement. Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 22 (h). The Contractor is an independent Contractor and not an agent, representative, or employee of the City. The City shall have no liability except as specifically provided in this Agreement. (i). All insurance shall be primary to, and not contribute with, any insurance or self - insurance maintained by the City. Q). The provision of insurance coverage shall not in any way cause the Contractor's indemnification of the City to be reduced in any way or in any respect. SECTION 35: EQUAL OPPORTUNITY EMPLOYMENT /NON- DISCRIMINATION. The Contractor agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. The Contractor, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. SECTION 36: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS. (a). The Contractor shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. (b). The Contractor shall maintain and allow access to the records required under this Section for a minimum period of five (5) years after the completion of the provision or performance services under this Agreement and date of final payment for said services, or date of termination of this Agreement. (c). The City reserves the right to unilaterally terminate this Agreement if the Contractor refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by the Contractor in conjunction, in any way, with this Agreement. (d). The City may perform, or cause to have performed, an audit of the records of the Contractor before or after final payment to support final payment under any Work Order issued hereunder. This audit shall be performed at a time mutually agreeable to the Contractor and the City subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to the Contractor may be determined Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 23 subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final payment to the Contractor. Conduct of this audit shall not delay final payment as required by this Section. (e). In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or the County of Seminole, or any representative, shall have access to any books, documents, papers, and records of the Contractor which are directly pertinent to services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (f). In the event of any audit or inspection conducted reveals any overpayment by the City under the terms of the Agreement, the Contractor shall refund such overpayment to the City within thirty (30) days of notice by the City of the request for the refund. (g). The Contractor agrees to fully comply with all State laws relating to public records. (h). The Contractor agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. SECTION 37: COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. SECTION 38: SUBMITTALS. This Agreement describes each item that must be provided by the Contractor to the City. All documents provided to the City by the Contractor must be accurate and updated certifying that the Contractor is proceeding correctly. SECTION 39: EXHIBITS. Each exhibit referred to and attached to this Agreement is an essential part of this Agreement. The exhibits and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature with the City acting through its City Commission and the Contractor signing by and through its duly authorized corporate officer having the full and complete authority to execute same. ATTEST. ODYSSEY MANUFACTURING Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 24 COMPANY AiGtIlorked Corpo ttesting Corporate Officer By: Authorized Corporate Officer II -I` -0 Date ATTEST. Q&ov� - Lelul ,0 anet: Dougherty, City Clerk For use and reliance of the Sanford City Commission only. Approved as to form and low - Ptv. City k orjr�-� - Attorney ) V CITY OF SANFORD Linda Ku n, Mayor /. Date Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 25 CITY OF SANFORD EXHIBIT B PROJECT STATUS REPORT Project Name: Project Manager: Status Report Period; From: To: Phase: Planning ❑ Design ❑ Bidding ❑ Construction ❑ 1. In paragraph form, list the current status of the project and work completed this Billing Period. 2. In paragraph form, list all milestones reached this Billing Period. 3. In paragraph form, list any pending issues or items of note. Project Manager Signature: Date: Odyssey Manufacturing Co. — Palm Coast Piggyback Agreement 26 FX�I 614 A ODYSSEY MANUFACTURING CO. September 22, 2009 Mr. James Hogan WT superintendent City of Palm Coast 2 Utility Drive Palm Coast, FL 32137 Re: SODIUM RYPOCHI ORY'Y'lii SUPPLY RENEWAL FOR FY 2009 Dear Jim, As a fallow -up to previous phone conversation earlier today, our contract dated 1215/08 with the City of Palm Coast for sodium hypochlorite supply expires September 30, 2009. Section 64 of the contract allows for two additional one (1) year renewals. Odyssey hereby agrees to renew the contract for an additional one year term effective October 1 2009 at the same price of 5.795 per gallon through September 30, 2010. All terms and conditions would remain the same in the renewal. Several key points about Odyssey and its offer to supply of sodium hypoehlorita (a.k.a. "bleach': • Sodium hypochlorite is the only product that you purchase that has a very short shelf life. The shelf life is greatly impacted by the quality of the sodium hypochlorite. One could easily feed twice as much product with poorer quality bleach and a 109//6 savings in unit cost could be overshadowed by a 50°x6 increase in usage. It usually takes about four to five deliveries to "flush out" all the impurities found in - competitor's sodium hypochlorite before you begin to see the dramatic usage savings. The City of Port Orange WTP (Steve Miler 386 - 756 -5380) and the City of Edgewater WTP (Bob PoHixi 38&424-2490) both switched to Odyssey Manufacturing Co. in FY 2009 and saved over 35% each in actual usage when adjusted for water production. This is tremendous savingsl Sodium hypoehlorite is the only product that decomposes by "of gassing". High quality sodium hypochlorite will not off-gas which leads to vapor locking of the chemical feed equipment. • A high quality sodium hypochlorite will not lock up chemical feed equipment because of sludge. Many water and wastewater treatment plants had some of these problems with other sodium hypochlorite manufacturers prior to using Odyssey[ Odyssey offers un- paralleled service and quality compared to its peers based on the following: (1) Your own experience with Odyssey and other suppliers; (2) 96vo market share of WT and WWT market in peninsular Florida and %% of power plant business; (3) Odyssey's unique manufacturing process (compare to other suppliers); and (4) Odyssey's tight specifications (compare to other suppliers). Odyssey providea unlimited technical support as demonstrated by the support we have provided the water and wastewater treatment industry the past ten years with regard to that we have provided to you. We have the lowest bromate levels in the entire United States and are the only sodium hypoehlorite manufacturer who has been certified as a Low Bromatc Supplier. As you know, bromate is an EPA regulated carcinogen in drinking water._ Odyssey Manufacturing Co. represents the newest trend in the water treatment business — Chloralkali bleach suparplants as a disiufeetion alternative. Odyssey Manufacturing is a new venture that manufactures bulk sodium hypochlorite utilizing a Kvaerner Chemetics ohlor- alkali plant integrated with a Powell Continuous Bleach Plant. We focus primarily on Industrial (e.g., power plants), municipal and private water and wastewater treatment and our Tampa manufacturing facility has been operational since March of 2000. Our business was created primarily to serve many the Customers who am switching from chlorine gas to bulk sodium hypochlorite and need a competitively priced, reliable, high quality supply of sodium hypochlorite. As the only chlor- alkali manufacturing facility in Florida, we can offer a unique combination of high quality combined with a very competitive cost structure. We make our raw materials (chlorine and caustic) on -site out of purified salt and demineralized water utilizing a membrane cell electrolysis process. Not only does this process result in high quality bleach, but also makes our product cost very competitive as we do not have to pay out of state third parties to make the raw materials for us and have them shipped down by railcar. We an the phlorine an into the Mate Qf Florida. Chlorine shipments have been suspended three times since the September 1 I' terrorist attacks in 7001, eight times the past three summers because of hurricanes. terrorist threats, railcar accidents and raw materials shortages. Thank you for your consideration. We appreciate your business over the past eight years. We look forward to the opportunity to continua to serve your sodium bypochlorke needs in the future. Please do not hesitate to contact me at (813) ODYSSEY or cellular (813) 335- 3444 if I can be of further assistance. Sincerely, �ackWLAJIman General Manager R oval Accepted for the City of Palm Coast: �g Awituen D fitid Purchasing & Contract Management Division December 17, 2008 Mr. Patrick Allman General Manager Odyssey Manufacturing Company 1484 Massaro Boulevard Tampa, Florida 33619 Dear Mr. Allman: Attached please find the fully executed Price Agreement between your company and the City of Palm Coast for the purchase of sodium hypochlorite which was approved by the Palm Coast City Council at their meeting held on October 7, 2008. The term of the Agreement is for approximately one year with two additional one year renewals subject to mutual agreement by both parties. Also enclosed for your records is the purchase order for the remainder of this fiscal year. If you should have any questions, please don't hesitate to contact me. Sincerely, art. -1 Dianne Torino Contracts Administrator DT:dt Encl. 2 Commmu BouLEVApm • r, ALL Coasr, FLORiDa • 32164 • PHoNE 386 986 -3730 . Fix 386 986 -3724 ODYSSEY MANUFACTURING COMPANY/ CITY OF PALM COAST PRICE AGREEMENT FOR SODIUM HYPOCHLORITE THIS AGREEMENT made and entered into the day of &&'* &&r 2041, between Odyssey Manufacturing Company whose address Is 1484 Massaro Boulevard, Tampa, Florida 33619, hereinafter referred to as "CONTRACTOR" and the City of Palm Coast, a municipal corporation of the State of Florida, whose address is 2 Commerce Boulevard, Palm Coast, Florida 32164, hereinafter referred to as the "CITY." W/TNESSETH: WHEREAS, the CITY desires to procure goods from a competent and qualified CONTRACTOR providing sodium hypochlorite (bleach) for the CITY; and WHEREAS, the CITY has joined the Daytona Beach Cooperative for the purchasing of said goods to be provided to the CITY; and WHEREAS, the CONTRACTOR is competent and qualified to provide the desired goods to the CITY at the prices established according to the terms and conditions stated herein, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the CITY and the CONTRACTOR agree as follows: SECTION 1. SERVICES. The CITY does hereby retain the CONTRACTOR to furnish sodium hypochlorite as further described in Exhibit "A" hereto which is made a part hereof. Required amounts shall be specifically enumerated, described and depicted in the purchase orders authorizing delivery of goods. This Agreement standing alone does not authorize delivery of goods or require the CITY to place any orders for work. SECTION 2. TERM. The initial term of the Agreement is for one (1) year expiring on September 30, 2009 with an option for two additional one (1) year renewals subject to mutual agreement by both parties. Expiration of the term of this Agreement shall have no effect upon purchase orders issued pursuant to this Agreement and prior Page 1 of 17 to the expiration date. Obligations entered therein by both parties shall remain in effect until delivery and acceptance of the goods authorized by the purchase order as well as periods of warranty and guarantee. SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for delivery of goods to the CITY under this Agreement shall be in the form of written purchase orders issued and executed by the CITY and signed by the CONTRACTOR. Each purchase order shall describe the goods required and shall state the date or dates for delivery and establish the amount and method of payment. The purchase orders will be issued under and shall incorporate the terms of this Agreement regardless of their text. The CITY makes no covenant or promise as to the number of purchase orders nor that, the CONTRACTOR will be engaged for any purchase order with the CITY during the life of this Agreement. The CITY reserves the right to contract with other parties for the goods contemplated by this Agreement when it is determined by the CITY to be in the best interest of the CITY to do so. SECTION 4. TIME FOR DELIVERY. The goods to be provided by the CONTRACTOR to the CITY shall be delivered, as specified in each purchase order as may be issued hereunder. SECTION 6. COMPENSATION. The CITY agrees to compensate the CONTRACTOR for the goods called for under this Agreement as set forth in the pricing table attached as Exhibit "A." SECTION 6. PAYMENT AND BILLING. (a) The CONTRACTOR shall supply all goods required by each purchase order, but, in no event, shall the CONTRACTOR be paid more than the compensation amount stated within each purchase order consistent with the provisions of Exhibit "A." (b) The CONTRACTOR shall invoice the CITY the amount due based on the goods provided under the purchase order; but, in no event, shall the invoice amount exceed the amount of goods actually provided. (c) Payments shall be made by the CITY to the CONTRACTOR not more than once monthly. Each purchase order shall be invoiced separately. The CONTRACTOR Page 2 of 17 shall render to CITY, at the close of each calendar month, an itemized invoice properly dated, describing any goods provided, the cost of the goods, the name and address of the CONTRACTOR, the purchase order number, contract number (if applicable) and all other information required by this Agreement. The original invoice shall be sent to: Jim Hogan Utility Department City of Palm Coast 2 Utility Drive Palm Coast, Florida 32137 (d) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a proper invoice from the CONTRACTOR. SECTION 7. GENERAL TERMS OF PAYMENT AND BILLING. (a) Upon satisfactory delivery of the goods required hereunder and, upon acceptance of the goods by the CITY, the CONTRACTOR may invoice the CITY for the amount of compensation provided for under the terms of this Agreement herein less any amount already paid by the CITY. The CITY shall pay the CONTRACTOR within thirty (30) days of receipt of proper invoice. (b) The CITY may perform or have performed an audit of the records of the CONTRACTOR after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to the CONTRACTOR and the CITY subsequent to the close of the final fiscal period In which the last goods were provided. Total compensation to the CONTRACTOR may be determined subsequent to an audit as provided for in subsection (b) of this Section, and the total compensation so determined shall be used to calculate final payment to the CONTRACTOR. Conduct of this audit shall not delay final payment as provided by subsection (a) of this Section. Page 3 of 17 (c) The CONTRACTOR agrees .to maintain all books, documents, papers, accounting records and other evidences pertaining to goods provided under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at the CONTRACTOR's office at all reasonable times during the Agreement period and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (d) In the event any audit or inspection conducted after final payment, but within the period provided in subsection (c) of this Section reveals any overpayment by the CITY under the terms of this Agreement, the CONTRACTOR shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY. SECTION 8. RESPONSIBILITIES OF THE CONTRACTOR. Neither the CITY's review, approval or acceptance of, nor payment for, any of the goods required shall be construed to operate as a waiver of any rights under this Agreement nor of any cause of action arising out of the performance of this Agreement and the CONTRACTOR shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by the CONTRACTOR's negligent or wrongful provision of goods furnished under this Agreement. SECTION 9. TERMINATION. (a) The CITY may, by written notice to the CONTRACTOR terminate this Agreement or any purchase order issued hereunder, in whole or in part, at anytime, either for the CITY's convenience or because of the failure of the CONTRACTOR to fulfill its Agreement obligations. Upon receipt of such notice, the CONTRACTOR shall immediately discontinue delivery of all goods affected unless the notice directs otherwise. (b) If the termination Is for the convenience of the CITY, the CONTRACTOR shall be paid compensation for goods delivered to the date of termination. (c) If the termination is due to the failure of the CONTRACTOR to fulfill its Agreement obligations the CITY may procure the goods by other agreements or otherwise. In such case, the CONTRACTOR shall be liable to the CITY for all reasonable additional costs occasioned to the CITY thereby. The CONTRACTOR shall not be liable for such Page 4 of 17 additional costs if the failure to perform the Agreement arises without any fault or negligence of the CONTRACTOR; provided, however, that the CONTRACTOR shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of the CITY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but, in every case, the failure to perform must be beyond the control and without any fault or negligence of the CONTRACTOR. (d) If, after notice of termination for failure to fulfill its Agreement obligations, it is determined that the CONTRACTOR had not so failed, the termination shall be conclusively deemed to have been effected forthe convenience of the CITY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and remedies of the CITY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. SECTION 10. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the terms of this Agremeent conflict with any purchase order issued pursuant to it, the Agreement shall prevail. SECTION 11. EQUAL OPPORTUNITY EMPLOYMENT. The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employement for work under this Agreement because of race, color, religion, sex, age, disability, or national origin and will take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, disability, or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. SECTION 12. NO CONTINGENT FEES. The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee Page 5 of 17 working solely for the CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation individual or firm, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate this Agreement at its sole discretion, without liablity and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. SECTION 13. CONFLICT OF INTEREST. (a) The CONTRACTOR agrees that it will not contract for or accept employment for the performance of any work or service with any individual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the CITY. (b) The CONTRACTOR agrees that it will neither take any action nor engage in any conduct that would cause any CITY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. (c) In the event that CONTRACTOR causes or in any way promotes or encourages a CITY officer, employee, or agent to violate Chapter 112, Florida Statutes, the CITY shall have the right to terminate this Agreement. SECTION 14. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred,, or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity herewith. SECTION 15. SUBCONTRACTORS. In the event that the CONTRACTOR, during the course of this Agreement, requires the services of any subcontractors or other professional associates in connection with providing the goods covered by this Agreement, the CONTRACTOR must first secure the prior express written approval of the CITY. If subcontractors or other professional associates are required in connection with the goods covered by this Agreement, the CONTRACTOR shall remain fully responsible for the Page 6 of 17 t performance of subcontractors or other professional associates. SECTION 16. INDEMNIFICATION OF CITY. (a) CONTRACTOR shall indemnify, hold harmless, and defend the CITY, from and against any and all claims, damages, losses, and expenses including, but not limited' to, attorney's fees, arising out of or resulting from the performance or provision for services required under this Agreement, including damage to persons or property, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of CONTRACTOR, its agents, servants, officers, officials, employees, or subcontractors. (b) Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statues. (c) In claims against any person or entity indemnified under this Section by an employee of the CONTRACTOR or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (d) The execution of this Contract by the CONTRACTOR shall obligate the CONTRACTOR to comply with the indemnification provision in this Agreement, however, the CONTRACTOR must also comply with the provisions of this Agreement relating to insurance coverages. SECTION 17. INSURANCE. (a) GENERAL The CONTRACTOR shall at the CONTRACTOR's own cost, procure the insurance required under this Section. Page 7 of 17 (1) Prior to commencement of work pursuant to this Agreement, the CONTRACTOR shall furnish the CITY with a Certificate of Insurance signed by an authorized representative of the insurer evidencing the insurance required by this Section (Workers' Compensation /Employer's Liability, Commercial General Liability, and Business Auto). The CITY, its officials, officers, .and employees shall be named additional insured under the Commercial General Liability policy. The Certificate of Insurance shall provide that the CITY shall be given not less than thirty (30) days written notice prior to the cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by the CONTRACTOR, the CONTRACTOR shall provide the CITY with a renewal or replacement Certificate of Insurance not less than thirty (30) days before expiration or replacement of the insurance for which a previous certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. In lieu of the statement on the Certificate, the CONTRACTOR shall, at the option of the CITY submit a sworn, notarized statement from an authoized representative of the insurer that the Certificate is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. (3) In addition to providing the Certificate of insurance, If required by the CITY, the CONTRACTOR shall, within thirty (30) days after receipt of the request, provide the CITY with a certified copy of each of the policies of insurance providing the coverage required by this Section. (4) Neither approval by the CITY nor failure to disapprove the insurance furnished by a CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR's full responsilbility for performance of any obligation including CONTRACTOR indemnification of CITY under this Agreement. (b) INSURANCE COMPANY REQUIREMENTS Insurance companies providing the insurance under this Agreement must meet the following requirements: Page 8 of 17 (1) Companies issuing policies otherthan Workers' Compensation, must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the companies by the Department of Insurance of the State of Florida. Policies for Workers' Compensation may be issued by companies authorized as a group self - insurer by Section 440.57, Florida Statutes. (2) In addition, such companies other than those authorized by Section 440.57, Florida Statutes, shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to A.M. Best Company. (3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with Section 440.57, Florida Statutes, or 3) fail to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon as the CONTRACTOR has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance coverage provided by the Insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the CITY the CONTRACTOR shall be deemed to be in default of this Agreement. (c) SPECIFICATIONS Without limiting any of the other obligations or liability of the CONTRACTOR, the CONTRACTOR shall, at the CONTRACTOR's sole expense, procure, maintain and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work by the CONTRACTOR and shall be maintained in force until the Agreement completion date. The amounts and types of insurance shall conform to the following minimum requirements: Page 9 of 17 (1) Workers' Compensation /Employer's Liability (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for liability which would be covered by the latest edition of the standard Workers' Compensation Policy, as filed for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. The CONTRACTORwill also be responsible for procuring proper proof of coverage from its subcontractors of every tier for liability which is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both the CONTRACTOR and its subcontractors Is outlined in subsection (c) below. In addition to coverage from the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the Federal Employers' Liability Act and any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily Insured under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy shall be: $500,000.00 (Each Accident) $500,000.00 (Disease - Policy Limit) $500,000.00 (Disease -Each Employee) (2) Commercial General Liability. (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability. Page 10 of 17 (B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: LIMITS General Aggregate $Two (2) Times the Each Occurrence Limit Personal & Advertising Injury Limit $1,000,000.00 Each Occurrence Limit $1,000,000.00 (3) Business Auto Policy (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for those sources of liability which would be covered by Part IV of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements. Coverage shall include owned, non -owned and hired autos. (B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be per accident combined single limit for bodily injury liability and property damage liability. If the coverage is subject to an aggregate, the CONTRACTOR shall maintain separate aggregate limits of coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to be maintained by the CONTRACTOR shall be a minimum of three (3) times the per accident limit required and shall apply separately to each policy year or part thereof. (C) The minimum amount of coverage under the Business Auto Policy shall be: LIMITS Each Occurrence Bodily Injury and $1,000,000.00 Property Damage Liability Combined (4) COVERAGE The insurance provided by CONTRACTOR pursuant to this Agreement shall apply on a primary basis and any other insurance or self - insurance maintained by the CITY or the CITY's officials, officers, or employees shall be in excess of and not contributing with the insurance provided by or on behalf of the CONTRACTOR. Page 11 of 17 (5) OCCURRENCE BASIS The Workers' Compensation Policy and the Commercial General Liability required by this Agreement shall be provided on an occurrence rather than a claims -made basis. (6) OBLIGATIONS Compliance with the foregoing Insurance requirements shall not relieve the CONTRACTOR, its employees or agents of liability from any obligation under a Section or any other portions of this Agreement. It shall also be the responsibility of the CONTRACTOR to ensure that all of its subcontractors performing services under this Agreement are in compliance with the insurance requirements of this Agreement as defined above. SECTION 18. ALTERNATIVE DISPUTE /CONFLICT RESOLUTION. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust conflict resolution procedures as reasonably imposed by the CITY prior to filing suit or otherwise pursuing legal remedies. (b) The CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration In the dispute resolution procedures set forth in subsection (a) this Section of which the CONTRACTOR had knowledge and failed to present during the dispute resolution procedures. (c) In the event that dispute resolution procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise their best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually reasonably imposed by the CITY. The costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 18. REPRESENTATIVES OF THE CITY AND THE CONTRACTOR. (a) It is recognized that questions in the day -to -day conduct of performance pursuant to this Agreement will arise. The CITY, upon request by the CONTRACTOR, shall designate in writing and shall advise the CONTRACTOR in writing of one (1) or more of its employees to whom all communications pertaining to the day - to-day conduct of this Page 12 of 17 Agreement shall be addressed. The designated representative shall have the authority to transmit instructions, receive information and interpret and define the CITY's policy and decisions pertinent to the goods covered by this Agreement. (b) The CONTRACTOR shall, at all times during the norrriai work week, designate or appoint one (1) or more representatives of the CONTRACTOR who are authorized to act on behalf of and bind the CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep the CITY continually and effectively advised of such designation. SECTION 20. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. SECTION 21. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification, amendment or alteration in the terms of conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 22. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting the CONTRACTOR (including its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. The CITY is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. SECTION 23. EMPLOYEE STATUS. Persons employed by the CONTRACTOR in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other Page 13 of 17 employee rights or privileges granted to the CITY's officers and employees either by operation of law or by the CITY. SECTION 24. GOODS NOT PROVIDED FOR. No claim for goods furnished by the CITY not specifically provided for herein or not ordered by the CITY shall be honored by the CITY. SECTION 26. PUBLIC RECORDS LAW. CONTRACTOR acknowledges CITY's obligations under Article I, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, to release public records to members of the public upon request. The CONTRACTOR acknowledges that the CITY is required to comply with Article I, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, In the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. SECTION 26. COMPLIANCE WITH LAWS AND REGULATIONS. In providing all goods pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such goods, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules, or regulations shall constitute a material breach of this Agreement, and shall entitle the CITY to terminate this Agreement Immediately upon delivery of written notice of termination to the CONTRACTOR. SECTION 27. NOTICES. Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered or certified United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by wd" notice ip - take witfti` "pFoAsions of thls`Sectiod. For t11b present, the parties designate the following as the respective places for giving of notice, to- wit: FOR CITY: The City Manager City of Palm Coast 2 Commerce Boulevard Palm Coast, Florida 32164 Page 14 of 17 FOR CONTRACTOR: Patrick Allman General Manager 1484 Massaro Boulevard Tampa, Florida 33619 (813) 635 -0339 SECTION 28. RIGHTS AT LAW RETAINED. The rights and remedies of the CITY, provided for under this Agreement, are In addition and supplemental to any other rights and remedies provided by law. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the CITY. ATTEST: ODYSSEY MANUFACTURIN COMPANY By: ut on d or a Offi r Authorized Corporate Officer Date: 11.1's ATTEST: A QLM-,-- C 6 M, Hoeni, City Clerk Date: Approved by (Init OF u /ZA Ice Date: `1. , U 1) By: CITY OF PALM COAST Jir�yl',�(ndon, City Mana er Date: lals and date): Responsible Department Director City Finance City Attorney Purchasing & Contract Management Division Page 15 of 17 Exhibit A Description of Services August 11, 2008 Ms. Joanne Flick, CPPO, CPPB Purchasing Agent City of Daytona Beach Room 146 -City Hall 301 S. Ridgewood Avenue Daytona Beach, Florida 32114 Re: CITY OF DAYTONA DUCH COOPERATIVE BID WASTZRIWASTEWATER CREWOCAI.SB BID NO. 1308-2260 Encl: (1) Bid Forms: (10 Pages) (2) Aut ux* to Sign Bid Letter (3) Copy of NSF-60 Certification (4) Third Party Laboratory Analysis of Sodium Hypochlorite (S) List of References ' (6) Copy of OSHA Form 300A/300 Logs (7) Material Safety Data Sheet (MSDS) (8) Odyssey Manufacturing Co. Brochure (9) Odyssey Manufacturing Co. Process Flow Chart •Dear Ms. Flick, Odyssey Maru'ufaoturing company is pleased to submit our proposal for the above referenced invitation to Bid (M) for the supply of sodium hypochlorite in "tanker" or "bulk" loads only. Our pricing is based on delivery to the sites specified as `Tanker" sites in your ITB and not on a specific minimum gallot4ge (i.e., Odyssey will deliver any quantity including less than 2,000 gallons If the site is tanker accessible). This is consistent with the various specifications and thus is only a clarification and not an exception. In accordance with your instructions, we have enclosed one original of the "13id Forms" and all other requested documentation. Odyssey Manufacturing is pleased to offer the various entities its Ultrachlor 12.5 Trade Percent sodium hypochlorite for one (1) year (NET 30) for the bulk (i.e., "tanker" deliveries) in accordance with the Bid Forms. This price Is fixed and not subject to surcharges or escalation for any reason whatsoever during the Initial one year term. This proposal is offered under the terns and conditions "lined In the various specifications for the initial one year term of the contract with up to two (2) one (1) year xerwM periods. Each of the renewal periods is subject to mutual agreement and approval by both the government entity and Odyssey. Thus, Odyssey takes no exception to the Specifwetiori only makes it clarification. Enclosures (ljtl'irough (9) are provided to assist in each of the entities' Bid Evaluation. Additionally, Odyssey makea the following claims or warrants: • Enclosutxs (1) and (2) is required submittals as outlined in the RFP • Enclosure (3) Is the NSF -60 certification for Odyssey Ultrachlor sodium hypoehlorite • Enclosure (4) is the third party laboratory results for'Odyssey Ultrachior sodium hypochlorite as manufactured by Odyssey Manufacturing afits Tampa facility • Pasco County currently uses Odyssey Manufacturing Co. and can pull samples at any of its water treatment or wastewater treatment plants to ascertain the quality of its sodium hypochlorite. • Enclosure (5) is a list of References Is Attached to aid in the Proposal Evaluation • Tiechalcal and $nglneering Support and also emergency points of contact would be our Patrick IL Allman, General Manager (cellular 813-33 5-3444) who has a B.S. in Nuclear Engineering 1983 from the University of Virginia, Marvin Rakes, President (813- 340 -3675) who has a B.S. In Chemical Bngineering 1985 from the University of North Carolina State or the on -duty Plant Supervisor (800 -ODYSSEY). All technical and engineering assistance would bp�provided at no charge. • We will the no subcontractors or affiliates in the performance of any work under this pr'opo3ai. ': . • Odyss_o Manufacturing has no "Safety Incidents" as defined in your Solicitation in the past five years for $ny chemical that it sells. This is In sharp contrast to other chemical suppliers. Please -6 a wobsite search or call our reference list to ascertain not only our record but those of other buppl €ers. • Odyssey Manufacturin# has no "Terminations" as defined in your Solicitation in the past five years-for any chemical that it sells. This is in sharp contrast to other chemical suppliers. Plea*kdo a website search or call our reference list to ascertain not only our record but those of other suppliers. • $ncloaM (6) is a copy of Odyssey's OSHA 300At300 Logs for the past three years • Bnclosure (7) is a Material Safety Data Sheet (MSDS) • CompApy Brochure Is Attached (s" enclosure (8)) Compirny Manufacturing Process Flow Chart Is Attached demonstrating the superiority of Odyssey's manufacturing process with regard to quality and reliability (see enclosure (9)) • OdysseyS)tas no fines, regulatory actions or consent orders with regard to its operations. Please do a website search or call our references. This is in sharp contrast to other suppliers. : Odyssey no exceptions to the RFP solicitation • Odyssey Manufacturing Co. is a Drug Free Workplace and has an active program in -place to randomly test its employees Over the past five years, Odyssey Manufacturing Co. has provided superior service to the water and wastewater trea*ont industry in Florida including never missing a delivery, providing emergency support on sev4> 0. ocessions and providing a significant amount of technical assistance lnctuding numerous eq*m ent repairs and deliveries. As you know, we are the only chemical manufacturer/distributor that is open for manufacturing and deliveries 24 hours per day and 7 days per week (including holidays) and can be reached @800 -ODYSSEY or facsimile (8 13) 630 -2589. Additionally, Odyssey Manufacturing also agrees to provide unlimited technical assistance to the Pasco County,assist it with its operations at no charge as part of the sodium hypochlorite supply. Such assistancd includes, but is not limited to, operator training sessions, startup services. site Inspections on behalf of the owner, drawing review, engineering and design. Odyssey has performed over five hundred chemical system installations in the State of Florida and assisted with numerous others. This -is more than five hundred more than any other chemical supplier and also more than all of the anginedirs and contractors in the State of Florida combined. Odyssey Manufactiring Co. represents the newest trend In the water treatment business — Chloralkali bleach superplants as a disinfection alternative, Odyssey Manufacturing Is a new venture that manufactures bulk sodium hypochlorite utilizing a Kvaerner Chometics chlor- alkali plant integrated with a Powell Continuous Bleach Plant. We are focused primarily on municipal and private water and wastewater treatment along with industrial customers. As you know, this business was created ; primarily to save many the Customers who are switching from chlorine gas to bulk sodium ? hypochlorite and need a competitively priced, reliable, high quality supply of sodium hypochlorite, As the only chlor- alkali manufacturing facility in Florida, we can offer a unique combination of high quality combined with a very competitive cost structure. We make our raw materials (chlorine and caustic) on -sito out of purified salt and demineralized water utilizing a membrane cell electrolysis process. Not only does this process result in a high quality bleach, but also makes our product cost very competitive as we do not have to pay out of state third parties to make the raw materials for us and have them iihipped down by railcar. As you know, railcar shipments.to Florida have been suspended on ten occasions over the past couple of years for up to four days due to terrorist threats and hurricanes. Thus, we are able to offer fixed pricing which is a major benefit to our customers as they consider Alternative disinfectant systems. Additionally, this provides us a significantly higher level of reliability than any other Florida sodium hypochlorite manufacturer as we are not dependent on railcar shipments of chlorine gas into Florida. Odyssey combines grog service with the best quality bleach in Florida. Our sodium hypoohlorite is a high strength product (12.5 Trade Percent Available Chlorine) with superior ratio control and without all the impurities that most bleach contains. What this means to you the Customer is: • . Low or mro metal contaminants resulting In significantly slower Product degradation leading to ' oye u go skyfan due to reduced sodium hypochlorite cowumnNon • Lower WIntenance Costs caused by pluggages and wear because of impurities in the bleach • Improved I dWdng and Effluent Water Quality • Longer Warranties from your equipment suppliers • Superior control of excess alkalinity of Product resulting in less overall chemical additional tequiremegt� and more stable chemical feed rates • Leas oxygen formation during storage and handling (eg., which form bubbles in tank and times) resulting in reduced downtime and more accurate Cl feed rates • Lower levels of sodium chlorate formation resulting in improved water quality and reduced health concerns • Significantly lower levels of bromate formation resulting in reduced public health concerns • : Lower suspended solids resulting in improved water quality and less feeder maintenance • Minimal insoluble buildup on the inside of pipes and feeders resulting in better operations of the Customees system Lastly, we have never walked away from any chemical supply contracts over the past five years. This is in sharp contrast to other chemical suppliers who have walked away from numerous contracts this past year as chemical prices have gone through the roofl Please call our:Fustomera to compare Odyssey Ultmchlor with other suppliersl Because of its short shelf life, buying a superior quality sodium hypochlorite will result In significant savings. We have examined your.specifncations and can comply with all the requirements. Additionally, we hereby provide written assurance of compliance with OSHA, EPA, NSF, and AW WA regulations and consent to provide samples to Pasco County for testing if requested. We also agree to provide a safe handling training course and "refresher courses" for AU of your chemicals for the duration of the contract. We. Vave never failed to or refused to make a chemical delivery for any product we have s been awarded,a purchase order. This Is in stark contrast to other chemical manufacturers f We hove provided you guaranteed pricing for the next year. Lastly, we agree to provide unlimited technical assistance. We Itaake no exceptions to the bid documents. You may take a sample of our sodium , hypoebloritei at any time from any one of your facilities or off of a buck at time of delivery. Please call me if you-have any questions at 1- 800 - ODYSSBY or cellular (813) 335 -3444 or visit'our website (gwww.odysseymanufactudng.com. Thank you for your consideration. • Sincerely, ck Allman General Manager 30 TOTES MORE OR LESS UP TO 38 TOTES POLYMER FOR DEWATERING 49,000 GALLONS MORE OR LESS UP TO 79.000 GALLONS LIQUID ALUMINUM SULFATE 27,000 GALLONS OR LESS UP TO 63.000 GALLONS LIQUID SODIUM BISULFITE $ 210,000 GALLONS MORE OR LESS OF UP TO 280,000 GALLONS LIQUID SODIUM . 80 HYPOCHLORI'M $ 4,800 POUNDS MORE OR LESS UP TO 8,400 POUNDS CALCIUM HYPOCHLORITE $ ' r T P. . DELIVERED F S UQLLY. HILL RI WATERIWASTEWATER TREATMENT PLANT 1 TON CYLINDERS e-60 TONS MORE OR LE86 OF LIQUID 'CHLORINE 460 YONS-MORS OR LESS BULK QUICKLIME 26 TONS MORE 16R.LESS LIQUID SULFUR DIOXIDE IN 1 TQN CYLINDERS 38 TONS MORE OR LESS LIQUID CARBON DIOXI06 (10.00bo Tank) 1$6 TONS, MORE R LESS LIQUID ALUMINUM SULFATE WATER R MlASTEIAfATBR ,I A 331 TMENT ELA _5 STA,T>r OAD 442 1. 800. AW TONS MORE OR LESS BULK QUICKLIME 180300 TONS UQV0 CARBON DIOXIDE W1 0" T ) 1,500 TUNS MORE OR INS HIGH CALCIUM QUIOWME 5 $ $ s s S DELIVERED TO . .vv. $ .,A $._ r $ 225,400 8 $ $ $ A NG- REVISED 426.000 MORE OR LESS LIQUID SODIUM HYPOCHLORITE TO TO MU(.TIRLEwas i • 795 g 337875 28,500 POUNDS, MORE OR LESS ANHYDROUS AMMONIA s. PR►_ IYq,= THE FOLLQMg tTEg FOR THREE 131 YEAR PERIOD 86,600 POUNDS (28,500 PER YEAR) MORE OR LESS ANHYDROUS AMMONIA 3 S TANK LEA$EIRENUL COST PER YEAR TOTAL 3 YR COST t THREE (3) YEAR LEASWENTAL 1,000 GALLON TANK FOR.ANHYOROUS AMMONIA 3 S NAME OF FERMI - Odvasev Manufacturing Company BUSINESS ADDRESS: 1484 Massaro Blvd, Tampa, F1 33619 TELEPHONE 4811) 6q5 -0319 FAX:— L813) 630 -2589 614NATURE• , TITLE :. Gengral Manager DATE: 8/11/08 • 1 REVISED TOTAL P.008 a • SWORN STATEMENT PURSU NP TO SECTION 287.133(3X &), EMMM O PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN' OFFICIAL AUTHORIZED TO ADMINISTER OATHS. i. This swom statement is submitted to The Ci t by Patrick'•Allman, Ge neral Nana PRESENCE OF A NOTARY PUBLIC OR OTHER of Day tona Beach NIl YRN7W ,..w for I :FAVey a ac ur ng Company [ print name of entity suVnftdng sworn statement whose business address is 1484 MaBoaro Blvd. T'araoa, Fl 33619 and Of applicable) its Federal Employer Identification Number (FEIN) is 65-0846345 Of the entity has no F81N, Include the Social Security Number of the individual signing this sworn statainent: •) 2. I tt dersMW thpt a "public entity crime- as defined In Paragraph 287.133(l)(91 Mgft means a violation of XW state or Waral law by a person with respect to and diratly related to the transaction of business with any pubUc etttlly with an agw" or polid al sabdlVWM of any other gate or of die Uni194 State, htchtding but not limited to, any bid or contract for goods or servtoes to be provided to say public entity or an ageacy or political subdivision *of any other state or of dw United $fates and Involving antitrust, !teed, 1114 bribery, collusion, raaketeeft consphuy, or material misrepresentatiOn. 3. I understand tint - convicted" or "eonvlction" as defined in Paragraph 297.133(t)(bk Plorlda 1t<mte: means a finding of guilt or a conviction of a pablk eatlty crime, with or witbont an adjudication of guft in any t6d" or state trial court oY reevtd relating to chaMes brought by Indictment or Infortaatlon after July 1. 1999, at a rerun Of "t Jury verdict, nor jury Mal, or entry of a prat ofgul ty or nolo come. 4. I iritderstand Wit" " affiliate" as defined.in ParagN0 287.133(lXa), Flodb 20 means: 1. A predecesfoi ar succesor of a parson convtoied of* public entity crtme; or 2r An entity ultdor the control of any natural parm who is active In the msnagemett of the entity and who has been convicted ofa public entity crime. The term - affiliate" includes those officers, direaton, executive, partner, shVeholders,:empicyees, mambo*, and agents whoaro active In the management of an affiliate. Tito ownership by g of s'putillc entity crime In Florida during the preceding 36 months shall be cotnaidered an atltllnae. 5. I understand that a "person as defined In Paragraph 297.133(iXey, ftft Statutas mesas any natural person or entity organized under tho taws of any stag or of the United State with the legal power to enter into a binding contract and which bids or applies to bid on eontrac(s for the provision of goods or services net by a public entity, or which otherwise transacts or applies to transact bbyyssmoss with a public entity. T1fe tam "person" Include those officers, directors, executives, jxmws, shareholbers, employees. *&embers, and agents who are active In management o f an entity. 1 Bused on information and belief, the statement WhIcl I have marked below Is true In relation to the entity submitting this Worn statement. [indicate which statement plies,) Neither the entity submitting this sworn so MwK nor any of its officers, dhuctors, exeetdivau, partnem shareholders, employees, mambas, or agents who ars aodvs In the management of the entity, nor any affiliate of the entity has been shamed with and convicted of a public entity crime subsequent to July 1, 1999. Tine entity submitting this sworn statamerk or one or more of Its officers, dfrescturs, executives, partners, shareholders, employees, members, a agents who are ad"bk die management of the malty, or an affiliate of tiro entity has bear charged with and convicted of a public entity a6s subsequent to July 1, 1939. The entity submitting this awom statement, or one or more of its offices, dbwW*, excautives, partners, shareholders, employees, members, or agents who we active In she management of the entty, or an attflOM of the antity has been charged with and convicted of a public entity wima subsequatt to July 1, i P89. Howevm, there has been it subsequent proceeding bofore a Hearing Oflfoer of the Seta of Florida, Division of Adminbtrstive Hearings and the FbW Order entered by the bearing Officer determined that it was not in the publio bntemst to piece the entity submitting this sworn statement on the convicted vendor list [attach a copy of the tinal order) I UNDERSTAND THAT THE SUBMISSION OF TRW FORM TO TUB CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN FARAGRAM I (ONX) ABOVE, 13 FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM 118 VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS MXV. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017,• FLORIDA STATUTES FOR CATEGORY TWO OF ANY C!HMiCB IN � TTON CONTAINED IN THIS FORM. /" Sworn to and subscribed Before mme.thle L day of .___. , 20 Qf � . personally known l OR Produced IdentiRcmtlon (Type 0 ant oad ) ' Form PUR 7068 (Rio. 06/1IM) i, . j Dgyg -F{EE WO KPLACE CERTIFICATION )DE TICATiE ,BIDS: - Preference shall be given to businesses with drug free workplace programs. Whenever two or more bids which are equal In respect to price, quality and service are received by the State or by any political subdivision for the procurement of coimodities or contractual services, a bid received from a business that certifies that it has Implemented a drug-free workplace program shall be given preference In the! aware process. Established procedures for processing to bids will be followed If none of. the tied vendors have a drug free workplace program. In order to have a drug -free workplace program, a business shall: 1) .Publish a statement notifying employees that the unlawful manufacture - distribution, dispensing, possession, or use of a controlled substance Is prohibited•in the workplace and specifying the actions that will be taken against ,ampioyees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse In the workplace, the pusiness's policy of maintaining a drug-free workplace, any available drug oounselipg, sehabliftation, and employee assistance programs, and the penalties that may W Imposed upon employees for drug abuse violation. 3) Give ea6h employee engaged In providing the commodities or contractual services that are under bid a copy of the statement specified In subsection (1). 4) In the Otatement specified in subsection (1), notify the employees that, as a condltlor} of working on the commodities or contractual services that ere under bid, the bmployee will.ablde by the terms of the statement and will notify the empioyef•-of any conviction of, or plea of guilty or note contendre to, any violation •occurring =in the workplace no later than five (6) days after such conviction. 5)• Impost :unction on, or require the satisfactory participation In a •drug abuse assistance or rehabilitation program If such Is available In the employee's oommurilty, by any employee who Is so convicted. 6) Make "a Obod faith effort to continue to maintain a drug free workplace through implementation of this section. • L n (Signature) N ANTI- COLLUSION STATEMENT By signing this form, the bidder agrees that this bid Is made without any other understanding, agreement, or connection with any person, corporation, or firm submitting a bid for the same purpose and that the bid Is In all respects fair and without collusion or fraud. Sign In ink In the space provided below. Unsigned bids will be considered Incomplete, and will be disqualified and rejected. IT iS AGREED BY THE UNDERSIGNED fEB(DDER'S DER THAT THE SIGNING AND DELIVERY OF THE BID REPRESENTS ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE FOING SPECIFICATIONS AND PROVISIONS, AND IF AWARDED, THIS CONTRACT WILL REPRESENT THE AGREEMENT BETWEEN EACH OF THE GOVERNMENTAL PARTIES. NAME, OF F SIGNED- BY TITLE: Geneial =Manager ADDRESS: -1484 Maesgro Blvd, CITY.AND STATE: Tampa FI 33619 TELEPHONE: -(813) 635 -0339 NO bids. will be withdrawn for a period of sixty (BO) days subsequent to the opening of bids, without the consent of the City of Daytona Beach. NO °BID (Reason): . •. �- "'"`a ODYSSEY MANUFACTURING CO. June 30, 2008 Mr. Marvin Rake Odyssey Manufacturing Co. 1484 Massaro Boulevard Tampa, Florida 33619 Re: CORPORATE RESOLUTION FOR AUTHORITY TO SIGN BIDS AND CONTRACTS ON BEHALF OF ODYSSEY MANUFACTURING CO. To Whom It May Concern, Odyssey Manufacturing Co. Is a Delaware corporation licensed to do business in the State of Florida. Patrick H. Allman, Odyssey Manufacturing Co.'s General Manager, has the authority to sign all bid documents and contracts on behalf of Odyssey Manufacturing Company.' Sincerely, Marvin T. Rakes President CORPORATE SEAL w ' ^ r ..� , • ' � ` • • ' +' :.: ir:•Tx'Lli� )t • y _ » ' - + :t' . >• .. •,•• }.:'• ,ice > =� ..,, .� • j , r •��,•„r.rs•�•��.rr, v,t�•;.:. •, : � • y • r f,7r �otiir• fry . '' • :., , t • p .9t'X r i ".• • . •V ' i. 3�� S : 't ltrt, ,t•' 1: +1 •i..•••/ ., . I r •:v •� �• •'4 'iJS'7t • (+:: % .J. '•. • '• 'r' ' t '• • i ;+; ]+.. (.• s',l -., .: ' • � - r '� •�: >. �: r•"•:t`t � t'; �.a t i •�'•• i, •'!�•;?• .• ti .. j. ` :•.•+• • - r,. :� %;'; �i 'f i „• •• �� r " ` � t,.•.' ... t,t- �•r; •y,' • •'y•. 't "tr ai Mry;.r t�71c', f�j; .:r • l,t .:. , �'\ •i� • � 4 ...` . 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' r��' �� �![ . r •�. a r • • � ' 1 • �, •• , r .. . y r ,.• , t • ,1 4.�' ' r� 4t tr� • w �, .i �t • 4•i�i, s 4.' : s. ' � r � f• _s : • r „ ' 'r �! •...'Z^:�r r. +{•t L { +M. e- .��.;:s .;.; '� ,n. " . r .j'�:�j,�.. T ' y ' - `l•" . • '.i !� t • j • r • • • •r^ ,•L.•' 'a 1; � °n r w" ��A� t • r � i y"'' � y f � iely� . rr �. � " •� `. a •�+ � :• i z• :1 • • ;y1 • � s • h% •r, t*!�L �� .!; ..:L• .x t•. •r.,+ad, ,1S ••ts..•.�••'�'.'.°•'"`. i} !1 i, r r• 1; •• �% i .. f.ti a, •,,P.' „x. .r . f .!'t'.' ' 1..� ''. • r. ry t ••''sr i' y , •,'': ' �� .�• :' '� NovaC,hem Laboratories, :. Date: I August -7008 Csl) for results over 'the phone • 513-523-.3605 To: Pat Allman (FAX, 8"13 Sample:: Bleach.(rped 7/31) Wt o NaOCI 10.94 ; OPL Ava MIe- Qilorine 121 Wt94N40H' 0.351 CatculateclltFI 13.0 Wt%Na 0.142 Specific Gave ! 1". . 1.1609 CIO;, 1,0 6 DIL 100 mg& Cl', mg/L 73,099 ' ' _. + ', DL . mg/i, 12 DL - 4 mg/i, t , CIO s mg/L <t0 _ #.. DL -10 mg/L PC, mg2 ' 022 r. 1?L'� 0.02 mg/L CU, mgt .: <0.02 :.. DL - 0.02 mgIL Nt. mA <0.02 : PL Sodium g2 ; ' 89.9 '[IMA'I7B ' ( ) Hardness (as CnCO=). g/L, I Filter Test•(1,000 ML) no hardness vahn is a c9quialion bpsod.ori xhe motes of carbonate ion determined by the alkalinity Ritratiom 0 Min 53 Sao ' 5172 College Comea•Pike, P.O. aox 633, Orford, Ohio• 45056 Tel: 513 - 523 -3605, FAX: 513-5234025 &Mail: bbubnb@brecnet com 4V 0DYSSEY MANUFACTURING CO. . ' Odvssev Manui'acturing Co. �teference List Roy Carter, U.S. Sugar, WT Superintendent, 863- 902 -2811 - Torn Miliazo, .Bonita Springs Utilities, RO Chief Operator, 239 -390 -4823 - Landis Legg, Hernando County, WWT Plants Superintendent, 352 - 754 -4490 Mike Vemon, Indian River County, Chief Operator South RO, 772 -770 -5068 - Marvin Kaden, Pasco County, Chief Water Operator 727-847-8145 Jim Kaplan, Pasco County, Lead Weter Operator, 727 -834 -3255 - Shawn Kopko, City of Cape Coral, Water Production Supt, 239- 574-0877 Andy Fensks, City of Cape Coral, Chief Operator, 239 - 574-0877 Mike Fisher, City of Cape Coral, Everest WWT Plant Supt, 239 - 574 -0872 - Keith McGurn, City of Bradenton, WT Superintendent, 941- 727 -WW Ricky Fuliington, City of Bradenton, WT Chief Water Operator, 941- 727 -6362 - Fred Dunham, City of Cocoa, WWr lead Operator, 321 -639 -7680 - Steve Bozman, Charlotte County, Westport WWT Chief Operator, 941- 697 -4888 - Jack Green, City of Marco Island, RO Plant Supervisor, 239 - 642 - 5405 Ron Weiss, City of Marco island, Lime Plant Supervisor, 239 -394 -3353 Jeff Poect, City of Marko Island, U fllfy Dirootor, 239- 394 -5595 - . Pat Deveochio, Orange County, Production Manager WT, 407 - 254 -9500 - Scott Rufsnd, City of Deltona, WWT Chief Operator, 388- 574 -2181 Jim Smith, City of Deltons WTMIWT Supatvlsor, 386 -574 -2181 - Pat Henderson, City of palm Coast WWT Chief Operator, 386 - 986 -2343 Pete Rousse /l, City of Palm Coast, RO Plant Chief Operator, 386 - 986 -2348 pan Tomlfison, CW of Palm Coast Lone Plant Chief Operator, 386 - 986 -2345 - Lary Trepany, Pinellas County, WT Chief Operator, 727- 453 -6980 - ,Ray D'Aluto, Clty of Palmetto WWT Plant Protect Manager, 941 - 723-5106 - Tom HiH, -Leap CountyWTNVWT Operations Manager, 239 - 479 -8181 Chad Denny, Lee County, WT Superintendent; 239 -694 -4038 - '.John Czahoroski, Sarasota County, Manager Field Operations, 941- 861 -0536 'Jerry Schoonmaker, Sarasota County, Superintendent, 941 -316 -1071 Mike Missof, , Sarasota County, WT Supervisor, 941 -850 -9218 'Jim Conley, Sarasota County, WT Superintendent, 941 -881 -1500 Jim Petrosky, City of Venice, Chief OpemtorWWr Operations, 941-486 -2788 Steve Ptark% City of Venice, Chief WT Operator, 941 - 486-2770, Ext. 236 - ' Larry Welinken, City of Mulberry, Publlc Works Director, 863 -425 -5492 Richard Anderson, WT Superintendent, Tampa Bay Water, 813- 929 -4551 Greg Wikholm, Tampa Bay Water, Lead Operator, 813 - 910 -3246 - Marvin Drake, Plant Chemist, Indiantown Co- generation plant, 561- 597 -6500 - Terry Carver, City of Winter Haven, WWT Superintendent, 863- 291 -5763 - Date Waijqr,Collier County, North WWT Plant Chief Operator, 239 - 597 -5355 - Steve Mille, , Clty of Port Orange, WT Chief Operator, 386 - 756-5380 - Pete Williams, FPBL indiantown, Plant Chemist, 772 -597 -7387 Bill Kusderle, Manatee County, WT Plant, 941 - 746 -3030 Chris Collins, Manatee County, SW WWT Chief Operator, 941- 792 -8788 Randy Iglesias, City of Ormond Beach, WT Supt., 386 -676 -3568 mil .m V ftm s j o A IL L �N6 i E b P� 11 0I 9 i i �alal� L �l � ,'� C N � V s f } ■ f • I � l .� ■; � .mot. f.c .r�■, .}- ,f r . .�:•. .. � � � � •� ;;i _ - t �..� !C3 t = �, fill j. i I i i I. i (�.� Util g � W ��' • , I CC 3 A Z lit Q a a ll � s g R to) �. L �ll q P at s� �3 yo .°� Alit t •�i[ Nh��B #iV�hV�h i I 11A JAN- 12- 2010(TUE) 10:41 P.002/002 AC012D DATE (SWADWYM) k.1-- CERTIFICATE OF LIABILITY INSURANCE 12/16/2009 PR OW60 (727) 391 -9791 FAX.- (727) 393 -5623 THIS CERTIFICATE 13 ISSUED AS A MATTER OF FORMATION Stahl & Associates Insurance, Ina. ONLY AND CONFERS NO PIGHTS UPON THE CERTIFICATE HOLDER. YHIS CERTIFICATE D0E8 NOT AMEND, EXTEND OR PLO Carillon Parkway ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. St. pat:ovzbuxv FL 33716 INSURERS AFFORDING COVERAGE NAIC III INeumw IN[UreRA Weatcshostor Surplua Lines Xna Odyssey Manufsotvxiag' Company _ INSURCRU:AOe F1re Undo ln* Ca _ - - -� - -_ 1404 Maeeairo Blvd INrURGR MZ*nith Insurenco CoanpaiW ' WbURER C: , Taaapa I FL 33619 B THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OR ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CLRT(FICATE,MAY BE ISSUED OR MAY PERTAIN, THE INSURANCEAFFORDED BY THE POLICIES DESCRIBED HEREIN 13 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OFSUCH POLICIES AGGREGATE LIMITS SHO►NPI MAY HAVE BEEN REDUCED BY PAID CLAIMS, I NIR ADCN1 hOUCY NUM86u .. N LIMITS 0"BRAL MANUTY EACH OCCURRENCC ESMe1Naaamae) ¢ 50,AOQ s , 8, 000 A X COMMERC LUDILRY CLAMS Lvdx OCCUR 22 4092975001 10/1/2009 10/1/2010 &WAFZP PIMSION LSAD YI NJURY •s 110 0 000 CiENEIRAL AGOREfiATC PRO PAGO CEMLAOOREOATELWAPPUESPfft X POLICY P & F LOC AUTOMOQILeUABILRY X ANYAUTO COMBINED 9WOLELMArr (Es"W04 i l,000,OOO SOCLYODURY (P*r (wI $ H ALLOWNCOAU7011 SCHCOULLO AUTOI) 3 0845037700L 10/1/2009 10/1/2010 X � � Y i -�... KM AUTOS NON -OWW�O AUTOS X } - . .. W='Y'Y 6E s OARAGR UABILRY AUTO ONLY. CA ACCIQGM FA A C At OO Oa X �� ANYAUTO f -- i DXCQSSIUYDRMJA X O I' 'OCCUR 1 1 CLANS MADE wepolk AOONEOATE _- 1 6, 000,000 f a 000 a A DEOUCTISLE 024092087001 10/1/2009 10/1/2010 — �� RE RETENTION i i C WORKYR6 COMPBN&OON AND INFLOYEW AAalamr ANY IVPYVRRiE1lIEMUTIVE X I h A S 1 000,000 c.L Wv fCCCNOENT i 1 ,000,000 Maftle ExcwOEm 4WON 066826606 1/1/2020 1/1/2011 EL 01SWE - EA EMMOYEE E.1DUSEASE- POUCYLIMIT ; 1,000, 000 A Ormpollution Liabiity 4092999001 10/1/2009 10/1/2010 Pouar xggregate Lat 1, 000; 000 Self In■ Retention r #23,000 . I - I I DESCRLPTION O POPQRM10Na1 L.00ATIOOI V[wOUNS rBxOLUMONaADDEO IIY ENDORSEYENT/SFWALPROVISMS %%a certificate bolder is sh* a1 as addtional insured with respects to the general 3.i"Llity and business auto polioi.as ATIMA. . 30 day notice of eaneolWAon s oopt 3.0 day for non payment of premium. - BNOULDANYORTNQAWViptiCRIMiOP OLJOtE> 1Q [CANCELI.EDBL'PORQTNQQXPIRATION City of Sanford DATE - MGMOf THR IWUINO INSURER wxL ENDEAVOR TO MAIL 30 DAYS WNTTIN AtM: Rich Casella NOTICE TO' THECERT[ 7OATZN0LDERNAMEDMTHQLGFI '.WLTPAILURNTOD060eMILLL P. O. B ox 1788 IMPOSE NO OOLMATTON OR LIAOLnY OP ANY KIND UPON THQ INSURPR, rM AQENnnI OR Sanford, FL 3277 REMMA NTATNVae. AUTf10Ali[O RVRatMI1TATNR x Kolly Potzold /RICHEY ACORD 26 (2009101) ®1986.2009 ACORD CORPORATION. All rights reserved. iNS025 t;10o(+ot) The ACORD namo and logo are roglsterod marks of ACORD