2012-98 PUMP PARTS AND REPAIRS
SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 13 day of November 2012,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY"), and XYLEM WATER SOLUTIONS USA, INC.,
2152 Sprint Blvd., Apopka, FL 32703 (hereinafter referred to as "CONTRACTOR").
WHEREAS, CITY is in need of parts and repair services for Flygt submersible pumps
currently used by City; and
WHEREAS, CONTRACTOR is the only factory authorized service center in the State of
Florida for Flygt submersible pumps; and
WHEREAS, CONTRACTOR is a sole source provider as set forth in CITY's purchasing
policy.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto, agree as follows:
ARTICLE I - SCOPE OF WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools,
apparatus and perform all of the work, on an as needed and as requested basis and as
described in Exhibit "A" attached hereto and incorporated herein and shall do everything
required by this Contract.
ARTICLE II—TERM
1. This Agreement shall be effective as of December 13, 2012 and shall remain in
effect for one (1)year thereafter, whereupon it shall automatically expire, unless renewed
by CITY as provided herein.
2. CITY shall have the right upon fifteen (15) days written notice to
CONTRACTOR to terminate this Agreement with or without cause. In the event of
termination without cause hereunder, CITY shall pay CONTRACTOR for services
provided up to the date of termination.
3. Prior to, or upon completion, of the initial term of this Agreement, CITY shall
have the option to renew this Agreement for four (4) additional twelve (12) month
period(s). Prior to completion of each exercised Agreement term, the City may consider
an adjustment to price based on changes on the U.S. Bureau of Statistics, Employment
Cost Index (ECI) for the most recent twelve (12) month period (see www.bls.gov/eci/
Current Edition). It is the CONTRACTOR's responsibility to request in writing any
price adjustment under this provision. The CONTRACTOR's written request for
adjustment should be submitted sixty (60) days prior to the anniversary date of the
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Agreement. The CONTRACTOR adjustment request must clearly substantiate the
requested increase. The written request for adjustment should not be in excess of the
relevant price index change. If no adjustment request is received from the
CONTRACTOR, the CITY will assume that the contractor has agreed that the optional
term may be exercised without price adjustment. Any adjustment request received after
the commencement of a new option period shall not be applicable.
The CITY reserves the right to reject any written price adjustments submitted by the
contractor and/or to not exercise any otherwise available option period based on such
price adjustments. Continuation of the Agreement beyond the initial period, and any
option subsequently exercised, is a CITY exclusive right, and not a right of the
CONTRACTOR. This option right will be exercised only when such continuation is
clearly in the best interest of the CITY.
ARTICLE II - THE CONTRACT SUM
The CITY 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".
ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK
1. The CONTRACTOR shall only be authorized to, and shall, commence work
within ten (10) calendar days after receipt of a Notice to Proceed or Purchase
Order, and shall provide the services within ten (10) days of repair approval from
CITY.
2. The CONTRACTOR shall perform all services in a diligent and professional
manner an in accordance with all applicable laws. CONTRACTOR further agrees
to provide a five (5) year complete warranty on all new pumps supplied, a one (1)
year complete warranty on all parts installed and a one (1) year warranty on all
labor/material.
3. Any ambiguity or uncertainty in the Specifications contained in "Exhibit "A"
shall be interpreted and construed by the CITY'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 material by the CITY 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 CITY of strict compliance
with the terms of this Contract and/or the Specifications covering said work; and
the CITY 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.
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ARTICLE IV - PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents as provided,
the CITY 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 CITY. CONTRACTOR shall not bill CITY until the work
authorized in the Notice to Proceed or Purchase Order has been completed and the
vehicle has been returned to CITY.
ARTICLE V—INSURANCE
Throughout the term of this Contract, CONTRACTOR shall maintain insurance as set
forth below:
1. Workers' Compensation and Employer's Liability per the statutory limits of the
State of Florida.
2. Comprehensive General Liability (occurrence form), limits of liability $1,000,000
per occurrence for bodily injury property damage to include Premises/
Operations; Products, Completed Operations and Contractual Liability.
3. Automobile Liability, limits of $1,000,000 each occurrence (owned/non-
owned/hired automobiles included).
ARTICLE VI - INDEMNIFICATION
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 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, unless 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 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. The CONTRACTOR hereby acknowledges receipt of ten
dollars and other good and valuable consideration from the CITY for the indemnification
provided herein.
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ARTICLE VII -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
courier 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: XYLEM WATER SOLUTIONS USA, INC.
2152 Sprint Blvd
Apopka, FL 32703
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE VIII—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.
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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.
IN /WITNESS WHEREOF, the parties hereto have executed this Agreement on
this / day of /1lovember , 2012.
City of Cle • s is t
11119. -
Harold S. Turville, Jr., Mayor
Attest:
Tracy Ackroyd, City Clerk
XYLEM WATER SOLUTIONS USA, INC
By. r
President
Attest:
Corp e Secretary
Nto,Eat uJ F 5 ki/r-
(Name Printed or Typed)
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EXHIBIT A
x‘ilern Xylem Inc.
Fly Flygt Products
2152 Sprint Blvd.Apopka Florida 32703
Let's Solve Water Phone:407-880-2900•Fax:407.880.2962
FLYGT PUMPS,PARTS,&REPAIRS
Pricing discount from list:
Pumps-5%per published price list.
Parts -5%per published price list.
Location of Parts and Repair Facility: Apopka,FL.
Parts will be delivered/shipped within 30 days ARO.
Pumps will be repaired within a maximum of 10 days after repair approval.
Contact person for new pump sales: Scott Rachal
Contact person for new pump delivery: Tom Trent
Contact person for parts delivery/inquiry: Dave Moffitt
Contact person for pump repairs: Tom Palider
After hours Emergency: 407-880-2900
Warranty:
New Pump: 5 year pro-rated warranty
Parts we install: 1 year
Repairs labor/material: lyear
I EXHIBIT A HOURLY PRICING SCHEDULE
TASK ITT/ FLYGT
FIELD SERVICE M-F 8-5 $115
FIELD SERVICE OVERTIME $135
FIELD SERVICE WEEKENDS & HOLIDAYS $175
SHOP RATE M-F 8-5 $77
SHOP RATE OVERTIME $115
SHOP RATE SUNDAYS & HOLIDAYS $145
PLYGT
a xylem brand
)cylern Xylem Inc.
Flygt Products
2152 Sprint Blvd.Apopka Florida 32703
Let's Solve Water Phone:407-880-2900•Fax:407-8802952
ITT / FLYGT
MISCELLANEOUS 1 ENVIRONMENTAL FEES
PUMP MATERIAL& LUBE ENVIRONMENTAL
3067,3068,3085,3102&3127 $25 $31
3140,3152,3153,3170,3171,3201 &3202 $37 $49
3300,3305,3306,3311/12,3350/55&3356 $59 $66
3400,3500/600,3501,3530,3601 &3602 $59 $66
4351/52,4400,4610/20/30/40 $59 $66
4650/60&4670/80 $59 $66
5150/60 $59 $66
7050/55,7060/61,7075/80,7100/15&7120/40 $59 $66
FLYGT
a xylem brand