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REVERSE OSMOSIS PLANT NO 1 - PLANT EXPANSION - 09-0018-UT - ADDENDUM TO AGREEMENT - CONCENTRATE PUMPSADDENDUM TO AGREEMENT FOR CONSTRUCTION OF Reverse Osmosis Plant No. 1 Expansion CITY OF CLEARWATER CONTRACT No.09-0018-UT In reference to contract 09-0018-UT dated December 31, 2012 between City of Clearwater, the Owner, and Brandes Desi4n-Build, Inc, the Contractor, it is further AGREED as follows: 1. The Owner has reserved the right to purchase certain portions of the material for the Project. directly in order to save applicable sales tax in compliance with Florida Law since owner is exempt from the payment of sales tax. 2. The attachments lettered "A", "B", and "C", attached hereto (as amended by notations thereon) and incorporated herein shall be executed by the Contractor and applicable Sub-contractors and the terms thereof shall govern the purchase of materials for the Project as determined by the Owner. 3. The contract price shall be reduced by the cost of the materials purchased by owner plus the normally applicable sales tax as bid by the Contractor even if the cost is in excess of the cost for the materials as bid by the Contractor. However, for purposes of calculating engineering fees, contractor fees, architects fees, and any other amounts that are based on the contract amount, the original contracl: amount shall be used. 4. The Contractor reserves the right to authorize payments for invoiced materials, prior to Owner's authorization process, as outlined in Attachment "D". 5. The Contractor will assist Owner in owner's direct purchase of materials for the project. However, owner acknowledges that Contractor's Sub-contractors nonetheless each reserves the right to� purchase project materials directly, without Owner's prior approval and consequent power to eliminate reimbursement of sales tax. This addendum, upon its execution by both parties, is made an integral part of the aforementioned agreement. CITY OF CLEARWATER: CONTRACTO Date: � l f :2�/� Date: � ?� /'3 �-i I � :�.Q.�u�,�..� ��{�.a�.��-.s�.I' William B. Horne II City Manager/Owner ��Of ryF�� ATTEST: � �� . � � ` — r�- � — r � � Roseman al � �p City Cley� , �% 1�� Camilo Soto Assistant City Attorney Contractor: Brandes �TTFCT• � .� �',, � Y� ; � ;.:j;. ...., . . . ��+�� • 1 . �.�.� . �� . 4ar, : il ;1nC � � � � : � � ��.+ s.,= '�� tY,"' ' ��` ATTACHMENT "A" FROM: CITY OF CLEARWATER (OWNER) TO: Brandes Desian-Build, Inc (CONTRACTOR) OWNER-FURNISHED MATERIALS PROJECT: Reverse Osmosis Plant No. 1 Expansion Proiect (09-0018-UT) 1. The Contract Price includes Florida sales and other applicable taxes for material, supplies, and equipment which will be a part of the Contractor's Work. The owner, being exempt from sales tax, reserves the right to make direct purchases of various construction materials included in the Contractor's contract. Owner-purchasing of construction material, if selected, will be administered on a deductive Change Order basis. Additionally, Purchase Orders will include Owner's Certificate of` Exemption number. 2. The Contractor shall provide the Owner a list of all intended suppliers, vendors, and material for consideration as Owner-Furnished Materials. The Contractor shall submit price quotes from the vendors, as well as a description of the materials to be supplied, estimated quantities, and prices. 3. The Contractor shall be fully responsible for all matters relating to the receipt of materials furnished by the Owner in accordance with these Special Provisions including, but not limited to, verifying correct quantities, verifying documents of orders in a timely manner, coordinating purchases, providing and obtaining all warranties and guarantees required by the Contract Documents, inspection and acceptance of the goods at the time of delivery due to the negligence of the Contractor. However, the owner assumes the risk of damage or loss during the time that the building materials are physically stored at the job site prior to their installation or incorporation into the project. The Contractor shall coordinate delivery schedules, sequence of delivery, loading orientation, and other arrangements normally required by the Contractor for the particular material furnished. The Contractor shall provide all services required for the unloading and handling of materials. The Contractor agrees to indemnify and hold harmless the Owner from any and all claims of whatever nature resulting from non- payment of goods to suppliers arising from the action of the Contractor. 4. As Owner-Furnished Materials are delivered to the job site, the Contractor shall visually inspect all shipments from the suppliers, and approve the vendor's invoice for material delivered. The Contractor shall assure that each delivery of Owner-Furnished Materials is accompanied by documentation adequate to identify the Purchase Order against which the purchase is made. This documentation may consist of a delivery ticket and an invoice from the supplier conforming to the Purchase Order together with such additional information as the Owner may require. The Contractor will then forward the invoice to the Owner for payment, pursuant to Attachment A of this Contract. 5. The Contractor shall insure that Owner-Furnished Materials conform to the Specifications and determine prior to acceptance of goods at time of delivery if such materials are patently defective, and whether such materials are identical to the materials ordered and match the description on the bill oi� lading. If the Contractor discovers defective or non-conformities in Owner-Furnished Materials upon such� visual inspection, the Contractor shall not utilize such nonconforming or defective materials in the� Contractor's Work and instead shall properly notify the Owner of the defective or nonconforming condition� so that repair or replacement of those materials can occur without undue delay or interruption to the� Project. If the Contractor fails to perform such inspection and otherwise incorporates into the Contractor's. Work such defective or nonconforming Owner-Furnished Materials, the condition of which it either knew� or should have known by performance of an inspection, Contractor shall be responsible for all damages� to the Owner, resulting from Contractor's incorporation of such materials into the Project, includingi liquidating or delay damages. 6. The Contractor shall maintain records of all Owner-Furnished Materials it incorporates� into Contractor's Work from the stock of Owner-Furnished Materials in its possession. The Contractor shall account monthly to the Owner for any Owner-Furnished Materials delivered into the Contractor's. possession, indicating portions of all such materials which have been incorporated in the Contractor's Work. 7. The Contractor shall be responsible for obtaining and managing all warranties and guarantees for all materials and products as required by the Contract Documents. All repair, maintenance, or damage-repair calls shall be forwarded to the Contractor for resolution with the appropriate supplier, vendor, or subcontractor. 8. Notwithstanding the transfer of Owner-Furnished Materials by the Owner to the Contractor's possession, the Owner shall retain legal and equitable title to any and all Owner-Furnished Materials. 9. The Owner shall indemnify and hold Contractor harmless from any sales tax (and interest and penalties incurred in connection therewith) in the event there is a final determination that sales made by Owner, which Owner treats as being exempt from sales tax, are subject to sales tax. "Final determination" shall mean an assessment by the Department of Revenue that is no longer subject to protest, or a determination of a court having jurisdiction over such matters that is final and not subject to appeal. Contractor agrees to promptly notify owner of any audit, assessment, proposed assessment or notice of deficiency issued with regard to the Project and relating to Owner-Furnished Materials. 10. As invoices are received, Contractor shall be required to review invoices submitted by all suppliers of Owner-Furnished Materials delivered to the Project during that delivery for use by the Contractor and either concur or object to the Owner's issuance of payment to the suppliers, based upon Contractor's records of materials delivered to the site and any defects in such materials. 11. In order to arrange for the prompt payment to the supplier, the Contractor shall provide to the Owner a listing indicating the acceptance of the goods or materials within thirty (30) days of receipt of said goods or materials. The list shall include a copy of all applicable Purchase Orders which will include owner's Certificate of Exemption number, invoices, delivery tickets, written acceptance of the delivered item, and such other documentation as may be reasonably required by the Owner. The check will be released, delivered and remitted directly to the supplier. The Contractor agrees to assist the Owner to immediately obtain pa�tial or final release or waivers as appropriate. At the end of the Project, Contractor will be provided with a deductive Change Order for the cost incurred by the Owner to provide all Owner- Furnished Materials. Salvage materials shall be stored or removed from the site by the Contractor at the Owner's direction, or may be turned over to the Contractor for salvage or disposal at the Contractor's option. 12. The Contractor shall be entitled to the benefits of any discounts attributable to the early payment of vendor invoices for materials furnished by the Owner pursuant to the Specifications. 13. The Contract between Contractor and Owner is hereby amended to clarify that Owner- Furnished Material shall be included in the Cost of the Work for the purpose of determining the Contracl. Sum due Contractor. ATTACHMENT "B" FROM Brandes DesiQn-Build, Inc (CONTRACTOR) TO Mechanical Sales (SUBCONTRACTOR) OWNER-FURNISHED MATERIALS PROJECT: Reverse Osmosis Plant No. 1 Proiect (09-0018-UT] 1. The Contract Price includes Florida sales and other applicable taxes for material, supplies, and equipment which will be a part of the Subcontractor's Work. The Owner, being exempt from sales tax, reserves the right to make direct purchases of various construction materials included in the Subcontractor's contract. Owner-Purchasing of construction material, if selected, will be administered on a deductive Change Order basis. Additionally, Purchase Orders will include owner's Certification o1� Exemption number. 2. The Subcontractor shall provide the owner a list of all intended suppliers, vendors, and material for consideration as Owner-Furnished Materials. The Subcontractor shall submit price quotes from the vendors, as well as a description of the materials to be supplied, estimated quantities, and prices. 3. The Subcontractor shall be fully responsible for all matters relating to the receipt oi� materials furnished by the Owner in accordance with these Special Provisions including, but not limited to, verifying correct quantities, verifying documents of orders in a timely manner, coordinating purchases, providing and obtaining all warranties and guarantees required by the Contract Documents, inspection and acceptance of the goods at the time of delivery due to the negligence of the Subcontractor. However, the Owner assumes the risk of damage or loss during the time that the building materials are physically stored at the job site prior to their installation or incorporation into the project. The Subcontractor shall coordinate delivery schedules, sequence of delivery, loading orientation, and other arrangements� normally required by the Subcontractor for the particular material furnished. The Subcontractor shall provide all services required for the unloading and handling of materials. The Subcontractor agrees to� indemnify and hold harmless the Owner from any and all claims of whatever nature resulting from non-� payment of goods to suppliers arising from the action of the Subcontractor. 4. As Owner-Furnished Materials are delivered to the job site, the Subcontractor shalll visually inspect all shipments from the suppliers, and approve the vendor's invoice for material delivered. The Subcontractor shall assure that each delivery of Owner-Furnished Materials is accompanied by� documentation adequate to identify the Purchase Order against which the purchase is made. This; documentation may consist of a delivery ticket and an invoice from the supplier conforming to the� Purchase Order together with such additional information as the Owner may require. The Subcontractor will then forward the invoice to the Owner for payment, pursuant to Attachment "A" of this Contract. 5. The Subcontractor shall insure that Owner-Furnished Materials conform to the; Specifications and determine prior to incorporation into the Subcontractor's Work if such materials are� patently defective, and whether such materials are identical to the materials ordered and match thE description on the bill of lading. If the Subcontractor discovers defective or non-conformities in Owner•• Furnished Materials upon such visual inspection, the Subcontractor shall not utilize such nonconforminc� or defective materials in the Subcontractor's Work and instead shall properly notify the Owner of the: defective or nonconforming condition so that repair or replacement of those materials can occur withoult undue delay or interruption to the Project. If the Contractor fails to perform such inspection and otherwise� incorporates into the Subcontractor's Work such defective or nonconforming Owner-Furnished Materials„ the condition of which it either knew or should have known by performance of an inspection;, Subcontractor shall be responsible for all damages to the owner, resulting from Subcontractor':: incorporation of such materials into the Project, including liquidating or delay damages. 6. The Subcontractor shall maintain records of all owner-Furnished Materials it incorporates� into Subcontractor's Work from the stock of Owner-furnished Materials in its possession. The: Subcontractor shall account monthly to the Owner for any owner-Furnished Materials delivered into th� Subcontractor's possession, indicating portions of all such materials which have been incorporated in the Subcontractor's Work. 7. The Subcontractor shall be responsible for obtaining and managing all warranties and guarantees for all materials and products as required by the Contract Documents. All repair, maintenance, or damage-repair calls shall be forwarded to the Subcontractor for resolution with the appropriate supplier, vendor, or sub-subcontractor. 8. Notwithstanding the transfer of Owner-Furnished Materials by the Owner to the Subcontractor's possession, the Owner shall retain legal and equitable title to any and all Owner- Furnished Materials. 9. The Owner shall indemnify and hold Subcontractor harmless from any sales tax (and interest and penalties incurred in connection therewith) in the event there is a final determination that sales made by Owner, which Owner treats as being exempt from sales tax, are subject to sales tax. "Final determination" shall mean an assessment by the Department of Revenue that is no longer subject to protest, or a determination of a court having jurisdiction over such matters that is final and not subject to appeal. Subcontractor agrees to promptly notify Owner of any audit, assessment, proposed assessmenl. or notice of deficiency issued with regard to the Project and relating to Owner-Furnished Materials. 10. As invoices are received, Subcontractor shall be required to review invoices submitted by all suppliers of Owner-Furnished Materials delivered to the Project during that delivery for use by the Subcontractor and either concur or object to the Owner's issuance of payment to the suppliers, based upon Subcontractor's records of materials delivered to the site and any defects in such materials. 11. In order to arrange for the prompt payment to the supplier, the Subcontractor shall provide to the Owner a listing indicating the acceptance of the goods or materials within fifteen (15) days of receipt of said goods or materials. The list shall include a copy of all applicable Purchase Orders which will include owner's Certificate of Exemption number, invoices, delivery tickets, written acceptance of the� delivered item, and such other documentation as may be reasonably required by the Owner. The check. will be released, delivered and remitted directly to the supplier. The Subcontractor agrees to assist the Owner to immediately obtain partial or final release or waivers as appropriate. At the end of the Project, Subcontractor will be provided with a deductive Change Order for the cost incurred by the Owner to� provide all Owner-Furnished Materials. Salvage materials shall be stored or removed from the site by the Subcontractor at the Owner's direction, or may be turned over to the Subcontractor for salvage or• disposal at the Subcontractor's option. ATTACHMENT "C" From: Brandes Design-Build, Inc (CONTRACTOR) To: Mechanical Sales (SUBCONTRACTOR) Project: Reverse Osmosis Plant No. 1 Expansion (09-0018-UT) This project qualifies the Owner to utilize its sales tax exemption for the purchase of materials used in the project. In order to do this, the City of Clearwater, Florida, (Owner) must pay for the materials directly. This shall be accomplished in the following manner: Subcontracts will be issued by Contractor to Subcontractors in the usual manner, including sales tax. 2. Subcontractors will prepare their material orders and forward same to Contractor so that City of Clearwater (owner) purchase orders may be placed for these materials. 3. Contractor will return to the Subcontractor a copy of the City of Clearwater (owner) purchase order on behalf of the City of Clearwater (Owner). It shall read: To: Supplier For: Material per attached Subcontractor order, 4. The material supplier will then bill the City of Clearwater (Owner) c/o "Subcontractor" c/o Contractor. Subcontractor will approve invoice and send to Contractor who will submit same to City of Clearwater (Owner) for payment. 5. City of Clearwater (Owner) will then pay the invoice directly and the Subcontractor will be issued a deductive change order for the amount of the invoice plus sales tax. It is imperative that the Subcontractor approve the invoices and forward them to Contractor by the 25th of each month for payment by the 25th. Those received after the 25th will be processed in the next month's billing cycle. ATTACHMENT "D" PROCEDURE FOR GENERATING SUB-CONTRACTOR DIRECT PURCHASE ORDERS FOR SALES TAX CREDITS General Contractor will submit requisition for materials with vendor information required (see vendor application form), item description, quantity if applicable, price, etc. Also included will be the sales tax savings amount. 2. Architect will review the requisition, and forward to the project manager for approval and preparation of electronic purchase requisition. Requisition must contain project number as well as correct account number. 3. Project Manager will then request requisition approval from the Finance Director. 4. Purchasing will issue purchase order and will mail, fax, or otherwise distribute purchase order as requested. 5. A purchase order summary report will be maintained indicating the following: purchase order number, owner Certificate of Exemption number, vendor, total amount of P.O., total tax savings, amount previously requested, amount of current request, and remaining balance of P.O. This report will be updated and issued with each group of payment: requests (monthly). 6. Payment requests with invoices must have receiving paperwork with authorized signatures and must be submitted for approval as indicated below: 7. Payment authorization sequence: invoices must be submitted for approval in the following order: a. General Contractor b. Architect c. Project Manager d. Engineering/City Manager e. Purchasing/for processing only f. Finance/for processing only PROCEDURES FOR SALES TAX SAVINGS, REQUESTS TO REQUISITION and RECEIVING/INVOICING CITY OF CLEARWATER Reverse Osmosis Plant No. 1 Expansion (09-0018-U� Contractor: Brandes Desi�n-Build, Inc CEI: CDM Smith Addendum to AQreement for Construction: See separate instructions for completing the Addendum to Agreement. Process procedures for tax savinqs: 2. Completion of the Request to Requisition forms by Contractor. 3. Approved by CEI. Approver(s):Elwood Herom (CDM) 4. Original to Owner's Representative Lan-Anh Nquyen. PE, Proiect ManaQer for processing of P.O. requisition. 5. Based on Request to Requisition forms a schedule will be prepared for the City's Purchasing Manager to reduce the Contractor's P.O. by the amount of the P.O.s to the Materials Suppliers. It is important to process as many material supplier Requests to Requisition as possible at one time thereby reducing the amount of changes necessary to Contractor's P.O. Construction contract will not change and the sum of the P.O.s to the Materials Suppliers plus the Contractor's P.O will represent the total contract commitment. Before sendin_a to the Purchasina Manaaer, the schedule will be forwarded to the Owner's Representative, CE/ and Contractor's representative for approval. We will need the e-mail address for the Contractor's & CEI's contact� person(s) for this process. 6. The estimated sales tax savings for each materials requisition will be deducted from the primary lines of Contractor's P.O. A related Sales Tax Savings line for each charge code will be added to the Contractor's P.O. No changes will be made to the sales tax savings lines until all materials are purchased, received, accepted and paid for unless additional materials purchases are necessary. 7. Closing of the sales tax savings line on the Contractor's P.O. can only be done through a change order (Recommendation is that it's done on the final C/O). Process arocedures for re4uest to requisition forms: 1. General description is a brief recap (sewer lines and manholes; water lines; etc) 2. Contractor should include their fax number as well as a contact number. 3. In the description section of the Request to Requisition include any special delivery instructions. 4. Indicate whether or not retainage is to be withheld. City's standard is 5%. 5. Include the address where the supplier is to mail invoices. 6. Where applicable, shipping and handling costs should be listed as a line item on the request to requisition. 7. City staff will complete the charge code line. Procedures where a detailed line item proposal has been received from the ODP supulier: a. On the request to requisition summarize the materials to be ordered by type oi� system (stormwater, streets, water, sewer, reclaimed, etc) giving the total dollar amount per for each system. Leave 2 line spaces between each system to allow for the addition of the City's charge code. b. Attach the supplier's proposal to be mailed as an attachment to the purchase order. Attachment should include estimated puantities and tvpes of materials. Cost information is oqtional. Procedures where a detailed line item proposal is not available: c. Provide quantities and detailed descriptions of the items to be ordered, per unit and total cost as the City's P.O. will be sent directly to the Materials Supplier. d. Materials on each request to requisition should be grouped in relation to the major billing line items on Contractor's P.O. Leave 2 spaces befinreen each group, as the City will add the appropriate charge codes. 8. The requesting official will be the Contractor's official with authority to procure materials. Contractor's authorized procurer(s): 9. The official approving that the materials requested meet the design specifications will be authorized personnel from the CEI and Contractor. Authorized approvers: NOTE: Anv materials ordered bv the contractor that are not included on the Citv's issued purchase order or anv amounts ordered that exceed the amounts on the Citv issued purchase order MUST be separatelv ordered pursuant to a purchase order directly between the supplier and the contractor. These materials MUST be invoiced separatelv from the materials supplied pursuant to the Citv issued qurchase order. Another option would be to submit an additional Reauest to Requisition to increase the amount of the ODP purchase order for that supplier. Process arocedures for receivina and invoicinq: 1. Upon receipt of materials, Contractor's representative will verifv the materials are in usable condition and the quantity received. 2. The Materials Suppliers will be instructed on the City's P.O. to send their original invoice to the Contractor to the attention of . 3. Contractor must sign off on the invoice to approve the payment and, if no receiving report is attached, must indicate on the invoice that all materials were received in usable condition. Any discrepancies with the invoice are to be resolved between the Contractor and the Materials Supplier. If the invoice is in error, it can be corrected by the Contractor before forwarding for payment under the following conditions: a. A corrected supplier's invoice can be paid up to the amount of the originally issued invoice but not in excess of that amount. b. None of the original data on the invoice can be obliterated. If it is the City will return the invoice for replacement by a corrected one from the supplier. c. If the corrections cause the invoice amount to exceed the original billed amount, the excess must be invoiced separately by the supplier and is to have the same support documentation and/or approvals as all other invoices to be paid. 4. Supplier invoices for retainage amounts, if any has been withheld, are not required support documentation but must follow the approval process as all other invoices. 5. After approval the Contractor will forward the original invoice and any attachments to City of Clearwater's Owner Representative: City of Clearwater Engineering Department Attn: Lan-Anh Nguyen, P.E. PO Box 4748 Clearwater, FL 33758-4748 6. After approval and verification of the materials received the Owner's Representative will forward the original invoice and any attachments to the appropriate City department for payment processing. 7. Steps 1 through 7 will be followed for each materials receipt and invoice. 8. Materials purchase P.O.s can be closed only upon completion of the materials acquisition and at the approval of the Contractor. 9. Upon closing of a materials purchase P.O. any unused balance will be added back to the appropriate line(s) on Contractor's P.O. Closinp of Contractor's P.O.: 1. All Materials Suppliers' P.O.'s must be closed prior to the final change order and closing of the Contractor's P.O. General Item Description � ° �wat�er } � U Engineering Department REQUEST TO REQUISITION STANDARD PURCHASE ORDER Concentrate Pum Vendor: Mechanical Sales Gene Reiff 813-626-7222 gene@mechanicalsales.net _ Street Address: 10247 Windhorst Rd City/State/Zip: Tampa, FL 33619 Phone No:813-626-7222 Receiving Location (Ship to): City of Clearwater RO Plant Street Address: 1657 Palmetto St City/State/Zip: Clearwater, FL 33755 Requested by: Phone Number: Date Needed by: Expense Code: Line # 10.01 10.01 A 3 3 Brandes Design-Build, Inc-Bryan Barelos-Vice President bryan brandesengineering.com . 727-445-7544 Fax:727-445-7534 0381-96764-563800-533-000-0000 Units 6, etc. Ea Ea Detailed Description (List shipping & handling charges, if applicable) Concentrate Pumps Please provide 48 hour notification prior to delivery: Pat Tooley 727-243-6868 Withhold 10� ret Total Purchase Order Amount CEI contact: Elwood ��Chip" Herom, PE (813.262.8850), Tax Savings Price Per Each 285,050.00 $17,153.00 Total 855, :T50. 00 855,150.00 $51,459.00 / Date: � 2 8�� Date: �� S 1� Requesting Official Approving•9ffr ' Vice President Brandes Desian-Build Inc � e.n y~-�'v c`� �vn /'�. �►"i"" Z C��"'� Title and Organization - Contractor Title and Organization — C.E.I. Senrices Completed forms are routed for approval to contracted C.E.&I. Firm and to Engineering. Engineering will process and provide records retentiom according to City of Clearwater's Records Management Program. 9/27/2010