2012-87 Amendment to Agreement for Electric Motor and Pump Repair Services between the
City of Clermont and TAW Orlando Service Center,Inc.
Shall be amended as follows:
Add Section 4(d): Indemnification
"Except as specifically provided herein Seller shall not be required to indemnify Buyer from
any damages directly caused or resulting from the sole negligence of the Buyer, its officers, agents, or
employees."
Add Section 4(e): Limitation of Liability
"In no event will Contractor and Subcontractor be liable for any damages resulting from lost ,
profits, loss of use of equipment or any incidental, consequential or indirect damages, regardless of the
form of any claim, in any way arising out of this Agreement even if the Contractor and Subcontractor
have been made aware of the possibility of such damages."
The parties execute this Contract by their signature or the signature of their authorized agents.
TAW ORLANDO SERVICE CENTER, INC. CITY OF CLERMONT
/"
By: :y:
Michael M. Maclnnes 1-1acbld S. kft \\e_ -Tr.
Name (printed): Name (printed):
Treasurer Ma`�t Dr
Title: Title:
November 1, 2012 eCerntiDe.,r 1 i 2012—,
Date: Date:
AGREEMENT FOR
ELECTRIC MOTOR AND PUMP REPAIR SERVICES
THIS AGREEMENT, made and entered into this 23 day of Ce ber 2012,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY"), and TAW Orlando Service Cente f3400 Bartlett e
Blvd, Orlando, FL 32811 (hereinafter referred to as "CONTRACTOR").
WHEREAS, the City of Orlando through the public procurement process awarded an
agreement for electric motor and pump repair, City of Orlando Number B109-2539;
WHEREAS, CITY desires to utilize the above-referenced awarded bid,
CONTRACTOR's response thereto and agreement in accordance with CITY's
procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the
terms and conditions of Orlando Contract Number B109-2539.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The CONTRACTOR shall furnish electric motor and pump repair services as described
in City of Orlando Contract Number B109-2539, which is attached hereto and
incorporated herein as Exhibit "A" and shall do everything required by this Agreement
and the other Agreement Documents contained in the specifications, which are a part of
these Documents. Provided, however, that nothing herein shall require CITY to purchase
or acquire any items or services from CONTRACTOR. To the extent of a conflict
between this Agreement and Exhibit "A", the terms and conditions of this Agreement
shall prevail and govern. In all instances the CITY purchasing policy, resolutions and
ordinances shall apply.
ARTICLE II - THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set
forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit
attached hereto and incorporated herein.
ARTICLE III—TERM AND TERMINATION
1. This Agreement is to become effective upon execution by both parties, and
shall remain in effect until July 29, 2013, unless terminated or renewed as
provided for herein.
2. Notwithstanding any other provision of this Agreement, CITY may, upon
written notice to CONTRACTOR, terminate this Agreement if: a) without
1
cause and for convenience upon thirty (30) days written notice to
CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c)
CONTRACTOR makes a general assignment for the benefit of its creditors;
d) CONTRACTOR fails to comply with any of the conditions of provisions of
this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which
threatens to have a substantial, adverse impact upon performance of this
Agreement, without prejudice to any other right or remedy CITY may have
under this Agreement. In the event of such termination, CITY shall be liable
only for the payment of all unpaid charges, determined in accordance with the
provisions of this Agreement, for work, properly performed and accepted
pnor to the effective date of termination.
3. Upon mutual agreement of the parties, this Agreement may be renewed for
two (2) additional one(1) year terms.
ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK
The CONTRACTOR shall provide all items in the timeframe as set forth in the
applicable purchase order or notice to proceed.
ARTICLE V - PAYMENTS
In accordance with the provisions fully set forth in the General Conditions,
CONTRACTOR shall submit a payment request by the third (3rd) day of each calendar
month for items provided during the preceding calendar month. CITY shall make
payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly
certified and approved payment invoice by the CITY for services provided and accepted
by the CITY.
ARTICLE VI—DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held in Clermont, Lake County, Flonda, unless another
location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER
1. Worker's Compensation Insurance - The CONTRACTOR shall take out
and maintain during the life of this Agreement Worker's Compensation Insurance for all
2
his employees connected with the work of this Project and, in case any work is sublet, the
CONTRACTOR shall require the subcontractor similarly to provide Worker's
Compensation Insurance for all of the latter's employees unless such employees are
covered by the protection afforded by the CONTRACTOR. Such insurance shall comply
with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this Agreement at the site of the Project is not protected under the
Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
2. CONTRACTOR's Public Liability and Property Damage Insurance - The
Contactor shall take out and maintain during the life of this Agreement Comprehensive
General Liability and Comprehensive Automobile Liability Insurance as shall protect it
from claims for damage for personal injury, including accidental death, as well as claims
for property damages which may arise from operating under this Agreement whether
such operations are by itself or by anyone directly or indirectly employed by it, and the
amount of such insurance shall be minimum limits as follows:
(a) CONTRACTOR's Comprehensive General, $1,000,000 Each
($2,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each
Bodily Injury&Property Damage Occurrence,
Combined Single Limit
(c) Excess Liability, Umbrella Form $2,000,000
Each Occurrence, Combined Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY
DAMAGE shall be amended to provide coverage on an occurrence basis.
3. SubCONTRACTOR's Public Liability and Property Damage Insurance -
The CONTRACTOR shall require each of his subCONTRACTORs to procure and
maintain during the life of this subcontract, insurance of the type specified above or
insure the activities of his subCONTRACTORs in his policy, as specified above.
4. Indemnification Rider
(a) To cover to the fullest extent permitted by law, the CONTRACTOR
shall indemnify and hold harmless the CITY 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
(other than the Work itself) , and (2) is caused in whole or in part by
any negligent act or omission of the CONTRACTOR, any
subCONTRACTOR, anyone directly or indirectly employed by any of
3
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 to obligation of indemnity which would
otherwise exist as to any party or person described in this Article.
(b) In any and all claims against the CITY 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.
(c) The CONTRACTOR hereby acknowledges receipt of ten dollars and
other good and valuable consideration from the CITY for the
indemnification provided herein.
ARTICLE VIII -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: TAW Orlando Service Center,X.(
3400 Bartlett Blvd
Orlando, FL 32811
Contact: James A. Turner III
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX—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.
4
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
pnor 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 Flonda'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, including
attorney fees and litigation costs, for any such disclosure related to Flonda's
Public Records Law.
ARTICLE X - AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this
Agreement as if herein repeated.
5
Document Precedence:
1. This Agreement
2. Purchase Order/Notice to Proceed
3. All documents contained in City of Orlando Contract/Bid No. B109-2539.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 9-3 day of CajC ,2012. E A.,N&M f,,=- 7v .
City of Clermont
Harold S. Turville, Jr., Mayor
Attest:
'1/4/ut.A.\
Tracy Ackroyd, City Clerk
TAW Orlando Service Center,Lc..
By: 7 ,S /
James A. Turner III
Aese a6adr
Title
A est:
Corporate Secretary
644 et- ti Adis.arAjo, .
(Name Printed or Typed)
6
EXHIBIT A
QiCIFYOFORLANDO ■
—
May 1,2012
TAW Orlando Service Center,Inc.
3400 Bartlett Blvd.
Orlando, Florida 32811
Attn: Mr. James A. Turner, III
SUBJECT: Renewal of Term Contract for Electric Motor and Pump Repair,
BI09-2539-1
Dear Mr. Turner: .
The subject Contract will expire on July 28, 2012.
In accordance with the terms and conditions of subject Contract, the Contract may, by mutual
assent of the parties,be renewed for an additional twelve(12)month period.
The City would like to exercise the right to renew this Contract for an additional year effective '
July 29,2012, at the existing pricing,terms and conditions.
Please indicate your approval of this offer by having an officer 'of your firm execute
the acceptance portion below and return the original of this letter to
Lee Donate at the address noted below by May 15,2012.
Upon execution below by your firm's authorized representative, this Contract will be your
official notice that the Contract has been extended for one (1) year and no additional
documentation will be required. Please be sure any required Insurance Certificates are up-to-
date and attached to your response. Also, send us a copy of the most current W-9 form for your
business.
Thank you for your immediate attention to this matter.
Sincerely,
,_,,,--?‹...0 c..9..1,te___
ACCEPTANCE
Lee Donate, N�
Purr chasing Agent II By; (� '
'Official Signature
P / /�IANe-
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PURCHASING AND MATERIALS MANAGEMENT DIVISION
CITY HALL•400 SOUTH ORANGE AVENUE•P.O.Box 4990.ORLANDO,FLORIDA 32802-4990
PHONE 407.246.2291 •FAx 407.246.2869•CityofOrlando.net•esupplier.cityoforlando.net Rev: 02/16/11
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ITY OF ORLANDO
June 16,2011
TAW Orlando Service Center,Inc.
3400 Bartlett Blvd.
Orlando,Florida 32811
Attn: Mr.James A.Turner,III
SUBJECT: Extension of Term Contract for Electric Motor and Pump Repair,
BI09-2539-1,Amendment 2
Dear Mr.Turner:
The subject Contract will expire on July 28, 2011.
In accordance with the terms and conditions of subject Contract, the Contract may, by mutual
assent of the parties,be extended for an additional twelve(12)month period.
The City would like to exercise the right for the extension of this Contract for an additional year
effective July 29,2011,at the existing pricing,terms and conditions.
Please indicate your approval of this offer by having an officer of your firm execute
the acceptance portion below and return the original of this letter to
Bernadette Hitchins at the address noted below by June 29,2011 .
Upon execution below by your firm's authorized representative, this Contract will be your
official notice that the Contract has been extended for one (1) year and no additional
documentation will be required. Please be sure any required Insurance Certificates are up-to-
date and attached to your response. Also, send us a copy of the most current W-9 form for your
business.
Thank you for your immediate attention to this matter.
. -lY,
Roger ,*ooper, . . .
Procurement Manager ACCEPTANCE
By:
RC/bc/bh Official Signature
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PURCHASING AND MATERIALS MANAGEMENT DIVISION
CITY HALL•400 Sown ORANGE AVENUE•P.O.Box 4990.ORLANDO,FLORIDA 32802-4990
PHONE 407.246.2291 •FAX 407.246.2869•CityofOrlando.net•esupplier.cityoforlando.net Rev: 02/16/11
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CITY of QPcw1
Mnrch 25,2010
TAW Orlando Service Center,inc,
3400 Bartlett Blvd.
Orlando, Florida 32811
Attu;Mr. 'Amos A. Turner, Ili
SUBJF,CTI AIMEdment#1, Extension.Jlectric Mots and Yams Rq,Ortr,,,_>3i094539-1
Dear Mr.Turner:
The subject Agreement will expire on Jtijy 28 2O1 .
in accordnnce with the terms and conditions of subject Agreement, tho Agreement may, by
mutual assent of the parties,be extended for an additional twelve(12)month period,
Pic City has evaluated your patotratnee during the past year and has decided to extend the
Agreement for an additional year effective July 29. 201Q, at the existing pricing, tears and
conditions.
Please indicate your approval of this offer by having an officer of your firm execute
the acceptance portion of this letter below, fax this letter to my attention and return the original
to Bernadette Ititchins at the address noted below by April 122010.
Upon execution below by your firm's authorized representative, this Amendment will be your
official notice that the contract has been extended for one (I) year and no additional
documentation will be required.
Thank you for your immediate attention to this matter.
Sincerely,
C }1r`,te_' CCF. ANCF.
Rhonda Scutt,C.P,M.,CP'PO,FCCN By: e‘i41 6144
Dltcctot of Purchasing&Materials Management Official Signature
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C1 i Y HAM •400 SUM OJCANOE AVENUE •P.O.noX 4940.0RLANna,FLORIDA 32802-4990
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4 CITY OF ORLANDO
ter..,
ANNUAL AGREEMENT FOR ELECTRIC MOTOR AND PUMP REPAIR
8109-2539
THIS AGREEMENT ("Agreement"), effective as of the 29 day of July, 2009, is made by and
between the City of Orlando, a municipal corporation existing under the laws of the State of Florida,
hereinafter referred to as the "City" and TAW Orlando Service Center, Inc., hereinafter referred to as
the "Primary Contractor". For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties,the parties agree as follows:
I. SCOPE
The Contractor is to perform the Work as defined in the Invitation to Bid and amendments,if any,
the Invitation to Bid and any amendments thereto being attached hereto as Exhibit "A",
incorporated by reference herein and made a part hereof as fully as if herein set forth.
Unless otherwise specified herein, the Contractor is to famish all materials, tools, equipment,
manpower,and consumables to complete the Work.
II. TERM OF AGREEMENT
The period of this Agreement shall be for twelve (12) months, beginning on July 29, 2009 and
ending on July 28,2010. This Agreement may, by mutual written assent of the parties, be
extended for four(4) additional twelve(12)month periods or portions thereof,up to a cumulative
total of sixty(60)months.
III. COMPENSATION
The Contractor agrees to provide the services, equipment and materials as specified in its bid to
the City at the cost specified in said bid and amendments, if any, the bid and any amendments
thereto being attached hereto as Exhibit 'B", incorporated by reference herein and made a part
hereof as fully as if herein set forth.
The amount as specified in Exhibit"B",may be increased or decreased by the City under the Extra
Work provision of this Agreement,through the issuance of an Addendum,if applicable.
Any prices specified in this Agreement or Addendum thereto,will remain firm for the term of this
Agreement or Addendum.
Office of Purchasing and Materials Management Page:I
IV. PAYMENT
All invoices received by the City are payable within thirty(30) days from receipt, provided they
have first been approved by the using department,and such department has accepted the Work.
The City reserves the right, with justification, to partially pay any invoice submitted by the
Contractor when requested to do so by the using department.
All invoices shall be directed to the Accounts Payable Section, City of Orlando, P.O. Box 4990,
Orlando,Florida,32802-4990.
NOTE: ALL INVOICES MUST CLEARLY INDICATE THE crry AGREEMENT
NUMBER AS STATED HEREIN.
V. FISCAL YEAR FUNDING APPROPRIATION
A. !Specified Period
Unless otherwise provided by law, a contract for supplies or services may be entered into
for any period of time deemed to be in the best interest of the City,provided the term of
the contract and conditions of renewal or extension, if any, are ineludcd in the solicitation
and funds are available for the first fiscal period at the time of contract. Payment and
performanee obligations for succeeding fiscal periods shall be subject to appropriation by
City Council of funds therefor_
B. Cancellation Due to Unavailability of Funds in Succeeding Fiscal Periods
When funds are not appropriated or otherwise made available to support continuation of
performance in a subsequent fiscal period,the contract shall be caneelcd and the contractor
shall be entitled to reimbursement for the reasonable value of any nonrecurring cost
incurred but not advertised in the price of the supplies or services delivered under the
contract or otherwise recoverable.
VI. GENERAL CONDITIONS
A. Patents and Copyrights
The Contractor shall pay all royalties and assume all costs arising from the use of any
invention, design, process, materials, equipment, product or deviee in performance of the -
Work,which is the subject of patent rights or copyrights.Contractor shall,at its own expense,
hold harmless and defend the City against any claim, suit or proeecding brought against the
City which is based upon a claim, whether rightful or otherwise, that the Work, or any part
thereof, furnished under this Agreement, constitutes an infringement of any patent or
copyright of the United States. The Contractor shall pay all damages and costs awarded
against the City.
Office of Purchasing and Materials Management Page:2
B. Termination for Default
1. The performance of Work under this Agreement may be terminated by the Director of
Purchasing, in whole or in part, in writing, whenever the Director of Purchasing shall
determine that the Contractor has failed to meet the performance requirements of this
Agreement.
2. The Director of Purchasing has a right to terminate for default if the Contractor fails to
make delivery of the supplies or perform the Work,or if the Contractor fails to perform
the Work within the time specified in the Agreement, or if the Contraetor fails to
perform any other provisions of the Agreement.
3. Failure of a Contractor to deliver or perform the required Work within the timc
specified, or within a reasonable time as determined by the Director of Purchasing or
failure to make replacements of rejected articles or Work when so requested,
immediately or as directed by the Director of Purchasing, shall constitute authority for
the Director of Purchasing to purchase in the open market articles or Work of
comparable grade to replace the articles or Work rejeeted, not delivered, nor completed.
On all such purchases, the Contractor or his surety, shall reimburse the City, within a
reasonable time specified by the Director of Purchasing, for any expense incurred in
excess of the Agreement prices. -
4. Such purchases shall be deducted from Agreement quantities. Should public necessity
demand it, the City reserves the right to utilize services or use and/or eonsumc articles
delivered which are substandard in quality, subject to an adjustment in price to be
determined by the Director of Purchasing. The Contractor shall not be liable for any
excess costs if acceptable evidence has been submitted to the Director of Purchasing that
failure to perform the Work was due to causes beyond the control and without the fault
or negligence of the Contractor.
C. Termination for Convenience
The Director of Purchasing may terminate the Agreement for convenience with advance
written notice to the Contractor.
In the event of such a termination by the City,the City shall be liable for the payment of all
Work properly performed prior to the effective date of termination and for all portions of
materials, supplies, services, and facility orders which cannot he cancelled and were placed -
prior to the effective date of termination and other reasonable costs associated with the
termination.
Office of Purchasing and Materials Management Page:3
I
D. Warranty,
The Contractor warrants that the Work including equipment and materials provided shall
conform to professional standards of care and practice in effect at the time the Work is
performed, be of the highest quality, and be free from all faults,defects or errors. Whenever
required by the specifications of the Invitation to Bid, the Contractor warrants that all
equipment and materials provided shall be new. If the Contractor is notified in writing of a
fault, deficiency or error in the Work provided within one (1) year from completion of the
Work, the Contractor shall,at the City's option,either reperform sucb portions of the Work to
correct such fault, defect or error, at no additional Bost to the City,or refund to the City, the _
charge paid by the City, which is attributable to sucb portions of the faulty, defective or _
erroneous Work, including the costs for reperformanee of the work provided by other F
~
Contractors.
E. Time of Completion
The parties understand and agree that time is of the essence in the performance of this
Agreement.The Contractor or City, respectively, shall not be liable for any loss or damage,
resulting from any delay or failure to perform its contractual obligations within the time
specified, due to acts of God, actions or regulations by any governmental entity or
representative, strikes or other labor trouble, fire, embargoes, or other transportation delays,
damage to or destruction in whole or in part,of equipment or manufacturing plant,lack of or
ability to obtain raw materials, labor, fuel or supplies for any reason including default of
suppliers, or any other causes, contingencies or circumstances not subject to the Contractor's
or City's control, respectively, whether of a similar or dissimilar nature, which prevent or
hinder the performance of the Contractor's or City's contractual obligations, respectively.
Any such causes of delay,even though existing on the date of the Agreement or on the date of
the start of Work,shall extend the time of the Contractor's or City's performance respectively,
by the length of the delays occasioned thereby, including delays reasonably incident to the
resumption of normal Work schedules.
However, under such circumstances as described herein, the City Director of Purchasing may
at his discretion,cancel this Agreement for the convenience of the City.
Office of Purchasing and Materials Management Page:4
T. Indemnification and Insurance: -
l. Indemnity
The Contractor hereby agrees to indemnify and hold harmless the City, its officers,
agents, and employees, from and against any and all liability, claims, damages,
demands, expenses, fees, fines, penalties, suits, proceedings, actions, and cost of
actions,including attorneys' fees for trial and on appeal,and for the preparation of same
arising out of the Contractor's, its officers', agents', and employees' acts, or omissions
associated with this Agreement.
2. Insurance
The Contractor, at its own expense,shall keep in force and at all times maintain during
the term of this Agreement:
(a.) Commercial General Liability Insurance:
Commercial General Liability Insurance, issued by responsible insurance
companies and in a form acceptable to the City,protecting and insuring against all
the foregoing with coverage limits of not less than Five-Hundred Thousand Dollars
($500,000)per occurrence for Bodily Injury and Property Damage.
(b.) Automobile Liability Insurance:
Automobile Liability coverage shall be in the minimum amount of Three-Hundred -
Thousand Dollars ($300,000) per occurrence combined single limits for Bodily
Injury and Property Damage.
(e.) Workers' Compensation Coverage:
Full and complete Workers' Compensation Coverage, as required by State of
Florida law,shall be provided.
(d.) Insurance Certificates:
The Contractor shall provide the City with Certificatc(s) of Insurance on all the
policies of insurance and renewals thereof in a form(s)acceptable to the City. Said
Commercial General Liability policy shall provide that the City be an additional
insured. The City shall be notified in writing of any reduction, cancellation or
substantial change of policy or policies at least thirty(30)days prior to the effective
date of said action.
All insurance policies shall be issued by responsible companies who are acceptable •
to the City and licensed and authorized to do business under the laws of the State of
Florida,
Office of Purchasing and Materials Management Page:5
G. Acceptance
The City will be deemed to have accepted the Work after the Director of Purchasing is
notified by the using Department of its satisfaction that the Work is completed.
The Work under this Agreement shall remain the property of the Contractor until the City
accepts it. In the event the Work furnished under this Agreement is found to be defective or
does not conform to the specifications, the City reserves the right to cancel the Agreement
upon written notice to the Contractor.
H. Correction of Work
The Contractor shall promptly correct all Work rejected by the City as faulty, defective, or _
failing to conform to this Agreement whether observed before or after substantial completion
of the Work,and whether or not-fabricated,installed or completed. The Contractor shall bear
all costs of correcting such rejected Work.
I. Right to Audit Records
The City shall be entitled to audit the books and records of the Contractor or any -
sub-contractor to the extent that such books and records relate to the performance of this
Agreement or any sub-contract to this Agreement. Such books and records shall be
maintained by the Contractor for a period of three (3) years from the date of final payment
under this Agreement and by the sub-contractor for a period of three(3) years from the date -
of final payment under the sub-contract unless a shorter period is otherwise-authorized in
writing.
J. Time is of the Essence
The parties agrce that time is of the essence in the completion of the Work called for under -
this Agreement.
The Contractor agrees that all Work shall be executed regularly,diligently,and uninterrupted
at such a rate of progress as will ensure full completion thereof within the time specified.
K. Information
All information, data, designs,plans, drawings, and specifications furnished to or developed
for the City by the Contractor or its employees, pursuant to this Agreement,shall be the
sole property of the City and all rights therein are reserved by the City, except that the
Contractor may disclose any such information to its corporate affiliates and their agents.
Office of Purchasing and Materials Management Page; 6 .
L. Safety Measures -
The Contractor shall take all necessary precautions for the safety of the City's and
Contractor's employees and the general public and shall erect and properly maintain at all
times all necessary vehicular and facility safeguards for the protection of the Workmen and
public. If necessary, the Contractor shall post signs warning against hazards in and around
the Work site.
M. Extra Work
The City, without invalidating this Agreement, may order changes in the Work within the
general scope of this Agreement consisting of additions, deletions, or other revisions, the
Agreement price and time being adjusted accordingly. All such changes in the Work shall be
authorized by a written Addendum to this Agreement, and shall be executed under the
applicable conditions of the Agreement..lf the Contractor plans to make a claim for an
increase in the Agreement price or an extension in the Agreement Schedule/Term, he shall
first give the City written notice within ten (10) calendar days after the occurrence of the
event giving rise to such a claim.
This written notice shall be given by the Contractor to the City, and a written approval
secured from the using Department and the Director of Purchasing, before proceeding to
execute the Work, except in an emergency endangering life or property, in which case the
Contractor shall immediately proceed.
No claim for extra work will be considered valid by the City unless first submitted in writing.
N. Familiarity With The Work
The Contractor by executing this Agreement,acknowledges full understanding of the extent
and character of the Work required and the conditions surrounding the performance thereof.
The City will not be responsible for any alleged misunderstanding of the Work to be
furnished or completed, or any misunderstanding of conditions surrounding the
performance thereof. It is understood that the execution of this Agreement by the Contractor
serves as his stated commitment to fulfill all the conditions referred to in this Agreement.
O. Title and Risk of Loss
The title and risk of loss to the Work shall pass from the Contractor to the City upon the
City's final acceptance of the Work.
Office of Purchasing and Materials Management Page:7
VII. MISCELLANEOUS PROVISIONS
A. The Contractor shall not employ subcontractors without the advance written permission of
the Director of Purchasing.
B. Assignment of this Agreement shall not be made without thc advance written consent of the -
Director of Purchasing.
C. The Contractor shall comply with all applicable federal, state and local laws, ordinances,
rules and regulations pertaining to the performance of Work under this Agreement.
D. No waiver, alterations, consent or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by the Director of Purchasing or his designee. .
E. The Contractor is to procure all permits, licenses, and certificates, or any such approvals of _
plans or specifications as may be required by federal, state and local laws, ordinances,rules,
and regulations,for the proper execution and completion of the Work under this Agreement.
F. The Contractor shall at all times, keep the Work area free from accumulation of waste
materials or rubbish caused by his operations, and promptly remove any such materials to an
approved disposal location.
G. All disputes between the parties shall be resolved in accordance with the City Purchasing
. Code,(Chapter 7 of the City Code).
H. The Contractor is responsible for all damage or loss by fire, theft or otherwise, to materials,
tools,equipment,and consumables,left on City property by the Contractor.
I. This Agreement is considered a non-exclusive Agreement between the parties.
J. This Agreement is deemed to be under and shall be governed by,and construed according to,
the laws of the State of Florida.
K. Any litigation arising out of this Agreement shall be had in the Courts of Orange County,
Florida.
L. The undersigned hereby certifies that this Agreement is made without prior understanding,
agreement or connection with any corporation, i
greem y rporation, firm or person who submitted bids for the
Work covered by this Agreement and is in all respects fair and without collusion or fraud.
As to Contractor, the undersigned hereby warrants and certifies that they are is authorized to -
enter into this Agreement and to execute same on behalf of the Contractor as the act of the
said Contractor.
M. This Agreement, including any Exhibits hereto, contains all the terms and conditions agreed
upon by the parties. No other agreements,oral or otherwise, regarding the subject matter of
this Agreement shall be deemed to exist or to bind eitbcr party hereto.
Office of Purchasing and Materials Management Page:8
N. The City's Director of Purehasing or his written designee shall have authority to act on behalf -
of the City in matters related to this Agreement,including but not limited to the sending and
receiving of any notices required hereunder.
************************************************************************************
II
Office of Purchasing and Materials Management Page:9
•
IN WITNESS WHEREOF,the parties hereto have hereunto set their hands and seals on the date first
written above.
OFFICE OF PURCHASING
AND MATERIALS MANAGE NT
CITY OF O'j' ,FLO A CONTRACTOR
By ! By: 4--s--1,1 e S fS. 4L4-1-24.,
Direaor of Purchasing Signature
RAY ELWELL James A.Turner,I11
Name,Typed or Printed Name&Title,Typed or Printed
Date: 3-1/7f Z/ ,2009 TAW Orlando Service Center,Inc. ►
Name of Company,Corp.,etc.
3400 Bartlett Boulevard
Mailing Address
Orlando,FL 32811
City,State and'Lip
APPROVED AS TO FORM AND LEGALITY
for the use and reliance of the
City of Orlando,Florida,only. 407-423-18861407-423-3017
Area Codeirelephone&Fax Number
Date: August 19, 2009
SEAL
. CITY ATTORNEY
ORLANDO,FLORIDA
ATTEST:(Signature of second corporate official
if applicable)
Signature
Name&Title,Typed or Printed
Office of Purchasing and Materials Management Page:10
• 1 -
STATE OF Florida ff
Hil
COUNTY OF lsborou�
The foregoing instrument was acknowledged before me this 19 day of August
2009,by James A.Turner,III and N/A
as the President and N/A ,respectively,
and on behalf of TAW Orlando Service Center.Inc. , He/she/they-Os)(are)personally
known to me er
* and(did)(did-net)take an oath
WITNESS my hand and official seal this 19 day of August ,2009.
(SEAL) Signature of Person Taking Acknowledgment
SWORN TO and subscribed before me INS 1Q/ii-day
of NIL 2O G) James A.Turner.III
A j- / Typed,Printed or Stamped Name of Person
= — '� Taking Acknowledgment
y Comrblu f�o o Boa,At-Large
Parfi"'frjion E
_ ?"try }
„ PAMELA E PRINS
President 1I x ref ooaaesSION o as 712E2 Title/Rank of Person Taking Acknowledgment I
WIRER Avgust5.2010
.. , BaxiodwaSlourNMeudandin
*A -• -• ,• • •- •• • ' ' lorida Statute 117.05(provided it is current or has hccn issued within
the past S years and bears a serial or other identifying number):
• a driver's license or non-driver's ID card issued by Florida or any other U.S.state or U.S.territory;
• a U.S. passport or a foreign passport stamped by the U.S. Immigration and Naturalization
Service; •
• a U.S.military ID card;
• a for an inmate in custody,an ID card issued by the Florida Department of Corrections;
_ • Canadian or Mexican driver's license issued by an official agency,
• an ID Bard issued by the U.S.Immigration and Naturalization Service.
Office of Purchasing and Materials Management Page: 11
EXHIBIT B
Annual Agreement for Electric Motor INVITATION TO BID#BI09.2539
And Pump Repair
INVITATION TO BID
You are invited to Bid on the following: Annual Agreement for Electrical Motor and
Pump Repair
Item Unit
No. Quantity Unit Description Price Total
The Contractor is to provide to the City's Wastewater
Division or other City departments when requested,
electric motor and pump repair services in accordance
with the attached Specification consisting of eight (8)
pages at the ratcs as specified herein.
LABOR RATES (SHOP)
1. 6,000 Hours Straight Time Hours $ 23. 75 $142, 500.00
Straight time is defined as being between the hours of 8:00
a.m. through 5:00 p.m.Monday through Friday.
2. 2,000 Hours Overtime Hours $ 23.75 $ 47, 500.00
Overtime is defined as being between the hours of 5:01
p.m. through 7:59 a.m., Monday through Friday and any
time Saturday, Sunday or during the holidays defined
herein.
LABOR RATES (FIELD)
3. 200 Hours Straight Time Hours $ 23.7 5 $ 4,750. 00
Straight time is defined as being between the hours of 8:00
a.m.through 5:00 p.m. Monday through Friday.
4. 100 Hours Overtime Hours S 2 3.7 5 5 2,37 5 .00
Overtime is defined as being between the hours of 5:01
p.m. through 7:59 a.m., Monday through Friday and any
time Saturday, Sunday or during the holidays defined
herein.
INSPECTION CHARGES(SHOP)
5. 200 Hours The fixed price to inspect an eleetric motor or pump to $_ 0 $ 0
develop a cost estimate for its repair.
Total Bid (this page)S 19 7, 125.00
Office of Purchasing and Materials Management Page: 14
Annual Agreement for Electric Motor INVITATION TO BID#BI09-2539
And Pump Repair
INVITATION TO BID
You are invited to Bid on the following: Annual Agreement for Electrical Motor and
Pump Repair
Item Unit
No. Quantity Unit Deseription Price Total
INSPECTION CHARGES (FIELD)
6. 200 EA The fixed price to inspect an electric motor or pump to $ 0 $ 0
develop a cost estimate for its repair.
7. $200 PARTS 1+14.6./o $229
Parts furnished by the Contractor shall be at Contractor's
actual cost plus a percentage markup. Evidence of actual
costs shall be required through submittal of actual
invoices. (The Unit Price in the next column is one (1)
plus the mark-up). (For example, If mark-up is 10%, the
Unit Price would be 1 +10%and the last column would be
$200x110%= $220).
TOTAL OF ALL ITEMS BID • $197 , 354.00
NOTE 1:
Holidays:The days listed below are considered holidays:
New Years Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
NOTE 2:
QUANTITIES: THE ITEM QUANTITIES LISTED ON
THESE INVITATION TO BID PRICING SHEETS ARE
FOR BID EVALUATION PURPOSES ONLY AND
SHOULD NOT BE CONSTRUED AS REPRESENTING
ACTUAL QUANTITIES THAT MAY BE ORDERED
FROM A CONTRACT RESULTING FROM THIS
SOLICITATION.
NOTE 3:
THE SUCCESSFUL BIDDER WILL BE REQUIRED
WITHIN 15 CALENDAR DAYS OF AWARD DATE, TO
PROVIDE ANY AND ALL LOCAL, STATE, AND
FEDERAL LICENSES, APPROVALS, PERMITS,
AUTHORIZATIONS AND/OR CERTIFICATIONS
WHICH WOULD BE APPLICABLE FOR ALL
SERVICES TO BE RENDERED DURING THE TERM OF
THE AGREEMENT.
Office of Purchasing and Materials Management Page: 15
Annual Agreement for Electric Motor INVITATION TO BID n B109-2539
And Pump Repair
INVITATION TO BID
You are invited to Bid on the following: Annual Agreement for Electrical Motor and
Pump Repair
NOTE 4:
SPECIFICATIONS: THE SPECIFICATIONS SHOWN ON THE ATTACHED INVITATION
TO BID SHEETS ARE INTENDED TO REPRESENT ITEMS OF A QUALITY LEVEL
KNOWN TO MEET CITY'S REQUIREMENTS. WHILE THE CITY ENDEAVORS TO
PROMULGATE WRITTEN SPECIFICATIONS THAT ARE ACCURATE AND NON-
RESTRICTIVE FOR BIDDING PURPOSES,THEY MAY ALSO REFERENCE AN ITEM BY
MANUFACTURER'S NAME AND NUMBER. BIDDERS ARE CAUTIONED THAT IN THE
EVENT OF A DISCREPANCY THEREIN, OR THAT THE MATERIALS BEING OFFERED
DIFFER FROM THAT DESCRIBED, SUCH DIFFERENCE MUST BE TIMELY
QUESTIONED OR NOTED IN THE BID IN ORDER THAT A FAIR EVALUATION MAY
BE PERFORMED.
NOTE 5:
EACH CITY DEPARTMENT IS TO BE INVOICED SEPARATELY.
EACH INVOICE IS TO SPECIFY ALL CHARGES (LE. HOURS WORKED AT SPECIFIC
RATES AND SPECIFIC MATERIALS UTILIZED WITH COST AND MARK UP).
NO FIXED PRICE INVOICING IS ALLOWED.
NOTE 6:
THE CITY RESERVES THE RIGHT TO MAKE, IF IT IS DEEMED IN THE CITY'S BEST
INTEREST A DUAL AWARD, ONE A PRIMARY CONTRACT AND TWO A SECONDARY
CONTRACT. THE CITY WOULD ATTEMPT TO FIRST USE THE PRIMARY AND IF
UNSUCCESSFUL GO TO THE SECONDARY FOR SERVICE. IF THE PRIMARY
CONTINUALLY FAILS THEIR CONTRACT WILL BE SUBJECT TO TERMINATION.
NOTE 7:
EXCEPTIONS TO TERMS AND CONDITIONS:
WHEN COMPLETING YOUR BID, DO NOT ATTACH ANY FORMS WHICH MAY
CONTAIN TERMS AND CONDITIONS THAT CONFLICT WITH THOSE LISTED IN THE
CITY'S BID DOCUMENT(S). INCLUSION OF ADDITIONAL TERMS AND CONDITIONS
INCLUDING THOSE WHICH MAY BE ON YOUR COMPANY'S STANDARD FORMS
MAY RESULT IN YOUR BID BEING DECLARED NON-RESPONSIVE.
1. FOB Point Delivered Only
2. Terms of Payment_ Net 30
3. The City shall receive shipment or project completion notice within 1 days from the date
Vendor receives Official Purchase Order or Notice to Proceed
Recheck your qnotations prior to submission.Bids may not be changed after being opened.
Office of Purchasing and Materials Management Page: 16
V
Annual Agreement for Electric Motor and BI09-2539
Pump Repair Addendum No.Onc(1)
May 18,2009
SIGNATURE PAGE
Bidders are asked to acknowledge receipt of this Addendum No. One (1), by completing the
information requested below and submitting this information with their bid. Failure to do so may
subject the bidder to disqualification.
ALL OTHER SPECIFICATIONS AND CONDITIONS REMAIN UNCHANGED.
RECEIPT OF THIS ADDENDUM IS HEREBY ACKNOWLEDGED
TAW Orlando Service Center
hizt 1 NAM OF BUSINESS
BY ��-- y S1 I ci
SIG ATURE/DATE
James D. Maxin, Account Manager
NAME&TITLE,TYPED OR PRINTED AS SIGNED ABOVE
3400 Bartlett Blvd.
MAILING ADDRESS
Orlando, FL 32811
CITIES,STATE,ZIP CODE
PH: (407)423-1886 FAX: (407)4.23-3017
AREA CODE TELEPHONE AND FAX NUMBERS
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