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2011-25 POLICE VEHICLE EQUIPMENT AND INSTALLATION SERVICES AGREEMENT THIS AGREEMENT, made and entered into this day of *4% 2011, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "OWNER "), and EQUIPTECH CORPORATION, 4832 N. Orange Blossom Trail, Orlando, FL 32810 (hereinafter referred to as "CONTRACTOR "). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all of the work described in the bid documents and specifications entitled: RFB NO. 11 -010 Police Vehicle Equipment and Installation Services as prepared by Owner and its agents and shall do everything required by this Contract and the other Contract Documents contained in the specifications, which are a part of these Documents. ARTICLE II — TERM 1. This Agreement shall be effective as of the first day of the month after OWNER executes the Agreement or such other day as OWNER authorizes the Agreement to continence. Thereafter it shall automatically terminate one (1) year from the effective date, unless renewed or earlier terminated as provided below. 2. OWNER may renew this Agreement at the same prices and terms contained herein for four (4) consecutive terms, each not to exceed one (1) year. 3. OWNER shall have the nght upon fifteen (15) days written notice to CONTRACTOR to terminate this Agreement with or without cause. In the event of termination without cause hereunder, OWNER shall pay CONTRACTOR for services provided up to the date of termination. ARTICLE II - THE CONTRACT SUM The OWNER shall pay to the CONTRACTOR, for the faithful performance of the Contract as set forth in the contract documents and the Unit Price Schedule, attached hereto and incorporated herein as Exhibit "A ", in lawful tender of the United States, the total contract sum of FOUR THOUSAND SIX HUNDRED SIXTY -FOUR DOLLARS AND SEVENTY -ONE CENTS ($4,664.71) per vehicle. ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK 1. The CONTRACTOR shall only be authorized to, and shall, commence work within 10 calendar days after receipt of a Notice to Proceed or Purchase Order, and shall provide the services within forty -five (45) days of CONTRACTOR's picking up the police vehicle. 2. The CONTRACTOR shall perform all services in a diligent and professional mariner an in accordance with all applicable laws. CONTRACTOR further agrees to provide any and all applicable manufacturer warranties on installed equipment and to provide a one (1) year complete warranty on any and all installation services provided by CONTRACTOR or its agents or subcontractors. 3. Any ambiguity or uncertainty in the Specifications shall be interpreted and construed by the OWNER's representative and his decision shall be final and binding upon all parties. 4. It is distinctly understood and agreed that the passing, approval and /or acceptance of any part of the work or matenal by the OWNER or by any agent or representative as in compliance with the terms of this Contract and/or the Specifications covering said work shall not operate as a waiver by the OWNER of strict compliance with the terms of this Contract and/or the Specifications covering said work; and the OWNER may require the CONTRACTOR and/or his Surety to redo any service provided to comply strictly and in all things with this Contract and the Specifications. ARTICLE IV - PAYMENTS In accordance with the provisions fully set forth in the Contract Documents as provided, the OWNER shall pay the CONTRACTOR within thirty (30) days of the receipt of a valid and accurate invoice for services provided. The invoice shall not become due and payable until approved by OWNER. CONTRACTOR shall not bill OWNER until the work authorized in the Notice to Proceed or Purchase Order has been completed and the vehicle has been returned to OWNER. ARTICLE V — INSURANCE AND INDEMNIFICATION Throughout the term of this Contract, CONTRACTOR shall maintain insurance as set forth in the Contract Documents. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the OWNER and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. In any and all claims against the OWNER or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the OWNER for the indemnification provided herein. ARTICLE IX - NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight couner service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: EQUIPTECH. 4832 N. Orange Blossom Trail Orlando, FL 32810 Attn.: Mike Caines OWNER: City of Clermont Attn: Wayne Saunders, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE X — MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. Waiver. The waiver by city of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement. 3. Severability. If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment. Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties. 5. Entire Agreement. This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by contractor. 6. Assignment. This agreement is personal to the parties hereto and may not be assigned by contractor, in whole or in part, without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida. 8. Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Records. CONTRACTOR expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Florida's Public Records Law. CONTRACTOR expressly agrees that it will comply with all requirements related to said law and that it will hold city harmless for any such disclosure related to Florida's Public Records Law. ARTICLE XI - CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: 1. Contract Agreement 2. All documents contained in RFP No.: 11 -010 Police Vehicle Equipment and Installation Services and CONTRACTOR's April 6, 2011 response thereto, including any all addenda or amendments therteto. 3. Instructions to Bidders IN WITNE S WHEREOF, the parties hereto have executed this Agreement on this ' Iy of P i� 2011. City of Cl - ont 7 - I Harold S. Turville, Jr., Mayor Attest: f I v L _ � Tracy Acyyd, City Cler Equiptec _ . .oration B J President Attest: a Corporate Secretary ro- a L (' . AE5 (Name Printed or Typed) EXHIBIT "A" ivy ° 401;`1 ° p� UNIT PRICE SCHEDULE City of Clermont SECTION - C PRICE SCHEDULE POLICE PATROL VEHICLE EQUIPMENT L.N. Description Item / Unit Unit Price Extended Price 1 Whelen Item - SX8RRBBOPD 1 / each 1,098.00 1,098.00 2 Whelen Item - 295SLSA6 1 / each 248.82 248.82 3 Whelen Item - SA315P 1 / each 98.58 98.58 4 Whelen Item - AVN1J 2 / each 98.00 196.00 5 Whelen Item - FEDCO6BR 1 / each 107.40 107.40 6 Whelen Item - FEDCO6RR 1 / each 107.40 107.40 7 Setina Item - SETPB400A 1 / each 180.25 180.25 8 Garmin Item - GPS 18 USB 1 / each 89.50 89.50 9 Havis Item - C- VS- 0812 - CHGR -1 1 / each 266.56 266.56 10 Havis Item - C -ARM -102 1 / each 45.00 45.00 11 Havis Item - C -LP -3 1 / each 28.00 28.00 12 Havis Item - C -TCB -7 1 / each 89.99 89 13 Havis Item - C -3090-4 1 / each 139.99 139.99 14 Havis Item - C- CUP2 -1 1 / each 27.72 27.72 15 Havis Item - CG -X 1 / each 62.58 62.58 16 Power Relay Item - 75551 1 / each 22.29 22.29 17 Extension Panel Item - SP56BS06 1 / each 48.05 48.05 18 Progard Item - P5612C06 1 / each 445.58 445.58 19 Progard Item - G7210 1 / each 290.00 290.00 20 Recessed Panel Item - RP56C06 1 / each 58.00 58.00 21 Progard Item - S56C06 1 / each 310.00 310.00 22 E• ui• ment Installation Char.e 1 / each 705.00 705.00 Total Price Per Vehicle 4,664.71 Four police patrol vehicles will be outfitted from this bid. RFB No. 11 -010 Page 13 of 32 SECTION - C PRICE SCHEDULE Delivery completion date after receipt of equipment and vehicle: Calendar Days. Not to exceed forty -five (45) Calendar Days. Delivery / transportation charges for finished vehicle to Clermont Police Department if work is completed more than 50 miles from the Clermont Police Department: 0.00 By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and is acting in an authonzed capacity to execute this response. The respondent also certifies that it can and will provide and make available, at a minimum, the items set forth in this solicitation. Respondent Information and Signature Company Name (pnnt): Equiptec Corporation Street Address: 4832 N Orange Blossom Trail, Orlando, FL 32810 Mailing Address (if different): Telephone: 407- 880 -2769 Fax: 407 -880 -1209 Email: mike ©equipteccorp.com Payment Terms: °Yo days, net 30 FEIN: 20 - 2252968 Professional. License No.: MV54938 Signature: C Date: April 6, 2011 Print Name: Mike Calnes Title: General Manager Does the respondent accept payment using the City's MASTERCARD? Rites 0 No END OF SECTION - C RFB No: 11 -010 Page 14 of 32 CA City of Clermont 4V. PI. Mn' ib`oc thrill Crromor►; FL J4011 3S7 44.440a11 PURCHASING DIVISION RFB 11 -010, POLICE VEHICLE EQUIPMENT AND INSTALLATION SERVICES ADDENDUM No. 2 - MARCH 30, 2011 To all prospective respond p leas e note the foll owing changes: In addition to Section C, Price Schedule, respondent must complete the following information below r Percent off manufacturer's list price for additional Whelen parts not listed in solicitation: 38 % II Percent off manufacturer's list price for additional Pro -Gard parts not listed in solicitation: 20 • Percent off manufacturer's list price for additional Go Rhino parts not listed in solicitation: 20 II Percent off manufacturer's list price for additional Setina parts not listed in solicitation: 20% $ Labor rate for other installation services and non - warranty repairs: $ _65.00 / Hour at Vendor Facility $ 75.00 / Hour at On -Site in Clermont We will provide Havis Parts at 20% off List Price as well This addendum must be acknowledge and Jape returned with your solicitation. All other terms, conditions and specifications remain unchanged for RFB 11-010. Equiptec Corporation April 6, 2011 Name of Company Date -- 2 .)1 —^•-.4- 4-- General Manager Signature Title Mike Caines Typed/Prmted Name PURCHASING DIVISION RFB 11 -010, POLICE VEHICLE EQUIPMENT AND INSTALLATION SERVICES ADDENDUM No. 1- MARCH 29, 2011 To all prospective respondents, please note the following changes/information: 1. Change model number on line item 9 of Section C, page 13, from Havis Item - C- VS- 0812 - CHGR -1 to C -VS- 0812 - CHGR -2. 2. Change item code on Section B, page 11, from Havis Item - C -VS- 0812 - CHGR -1 to C- VS- 0812 - CHGR -2. 3. Police vehicle radio model number: Motorolla XTL2500 (for radio mounting bracket). This addendum must be acknowledge and may be returned with your solicitation. All other terms, conditions and specifications remain unchanged for RFB 11 -010. Equiptec Corporation April 6, 2011 Name of Company Date 2 y. � General Manager "" Signature Title Mike Caines Typed/Printed Name