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2014-064 OVERHEAD/ROLLUP DOORS MAINTENANCE AND REPAIR SERVICES AGREEMENT THIS AGREEMENT, made and entered into this A day of ►`//�� 1 L- U 5-1- 2014, A.D., by and between the City of Clermont, 685 West Montrose Street, Clermont, Flonda (hereinafter referred to as "CITY"), and FLORIDA HANDLING SYSTEMS, INC., 2651 S.R. 60 WEST, Bartow, FL 33830 (hereinafter referred to as "COMPANY"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The COMPANY shall furnish all material, labor, supervision, tools, supplies and equipment necessary to service, repair, or replace as needed mechanical or electrically operated overhead/rollup doors on a on a quarterly basis and on an-as-needed basis as particularly specified in the bid documents and specifications entitled: RFB No. 14-031 Overhead/Rollup Doors Maintenance and Repair Services as prepared by CITY and shall do everything required therein and by this Contract and the other Contract Documents contained in the specifications, which are a part of these Documents. ARTICLE II -THE CONTRACT SUM The CITY shall pay to the COMPANY for the faithful, accurate and complete performance of the services contemplated herein and based on authonzed and approved request for services as described in the Contract Documents, an amount as set forth in the COMPANY'S Price Schedule included and made a part of COMPANY'S response to RFB No. 14-031 and as set forth in Exhibit"A" attached hereto and incorporated herein. ARTICLE III - PROVISION OF SERVICES AND COMPLETION OF WORK 1. The COMPANY shall provide to CITY overhead/rollup doors maintenance and repair services upon receipt of an authorized work order from CITY and shall provide the services in the manner and timeframe and as set forth in RFB No. 14_- 031 and Exhibit"A" attached hereto and incorporated herein. 2. COMPANY, upon receipt of a request for service hereunder shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the services requested. 1 3. It is expressly understood and agreed that the passing, approval and/or acceptance of any repair services contemplated herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY. 4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of services at anytime during the term hereof. ARTICLE IV—LIQUIDATED DAMAGES 1. It is mutually agreed that time is of the essence in regard to this Contract. Therefore, notwithstanding any other provision contained in the Contract Documents, should the COMPANY fail to complete the work within the specified time as set by any work authorization of Notice to Proceed issued by CITY, or any authorized extension thereof, COMPANY shall pay to CITY the sum of TWO HUNDRED AND FIFTY DOLLARS ($250.00) per calendar day as fixed, agreed and liquidated damages for each calendar day elapsing beyond the specified time date; which sum shall represent the damages sustained by the CITY, and shall be considered not as a penalty, but in liquidation of damages sustained. COMPANY shall pay the liquidated damages amount contained herein to CITY within fifteen (15) days of receipt of CITY's written demand for such payment. 2. For the purposes of this Article, the day of final acceptance of the work shall be considered a day of delay, and the scheduled day of completion of the work shall be considered a day schedule for protection. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, and subject to additions and deductions as provided, the CITY shall pay the COMPANY within thirty (30) days of the receipt of COMPANY'S invoice, provided that CITY has accepted the services that are subject to the invoice and CITY has not objected to payment thereof. COMPANY'S invoice shall specifically identify the services provided, including an itemization of hours or portions thereof expended by COMPANY'S technicians and any and all parts installed. ARTICLE VI—TERM 1. This Contract shall take effect upon the date that it is last executed by the parties as set forth below and will continue in effect for three (3) years thereafter, 2 whereupon it shall automatically expire, unless renewed by CITY as provided herein. Any expiration or termination of this Contract, including any renewal term, shall continue to remain in full force and effect for the purposes of any warranty or guaranty period applicable to any services provided by COMPANY. CITY at its sole option shall, upon written notice to COMPANY, have the right to renew this contract for three (3) additional one (1) year term. Except as provided below, COMPANY expressly agrees that the pricing as set forth in Exhibit A hereto, shall remain in effect and constant throughout the entirety of any and all renewal periods hereunder. 2. Prior to completion of each exercised contract term, the City may consider an adjustment to price based on changes on the U.S. Bureau of Statistics, Producer Pnce Index (PPI) for the most recent twelve (12) month period (see http://www.bls.gov/ppi/ppi_dr.htm Current Edition) It is the COMPANY'S responsibility to request in wnting any pnce adjustment under this provision. The COMPANY'S written request for adjustment should be submitted sixty (60) days prior to the anniversary date of the contract. The COMPANY 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 COMPANY, the CITY will assume that the COMPANY 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 considered. The CITY reserves the right to reject any wntten price adjustments submitted by the COMPANY and/or to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial period, and any option subsequently exercised, is a CITY exclusive prerogative, and not a nght of the COMPANY This prerogative will be exercised only when such continuation is clearly in the best interest of the City. ARTICLE VII—TERMINATION CITY may terminate this Contract for cause at anytime and may also terminate without cause upon thirty(30) days written notice to COMPANY. ARTICLE VIII— 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 COMPANY 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 at Clermont City Hall, unless another location is mutually 3 agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE IX—INSURANCE AND INDEMNIFCIATION 1. COMPANY shall provide the insurance as set forth in RFB 14-019 and the Contract Documents. 2. To cover to the fullest extent permitted by law, the COMPANY 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 Scope of Work hereunder, 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 COMPANY, any subcontractor, 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 to obligation of indemnity which would otherwise exist as to any party or person described in this Article. The COMPANY hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE X -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. COMPANY: Florida Handling Systems, Inc. Attn: Phil Hackenberry 2651 SR. 60 West Bartow, FL 33830 OWNER: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 4 ARTICLE XI—MISCELLANEOUS 1. 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. 2. 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. 3. 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. 4 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 COMPANY. 5. Assignment. This agreement is personal to the parties hereto and may not be assigned by COMPANY, in whole or in part, without the prior wntten consent of city. 6 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. 7 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. 8 Records. COMPANY 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. 5 ARTICLE XII 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 RFB No.: 14-031 Overhead/Rollup Doors Maintenance and Repair Services and all addenda and amendments thereto and COMPANY'S July 17, 2014 response thereto. , WITNESSS WHEREOF, the parties hereto have executed this Agreement on this day of 4U3U`if ,2014. Attest: City of AI ont • id An /IA -(-. , Tracy Ackr• •, City I lerk D y (e��:y, City Manager Date: O'2 q" 204 Attest: Flori andling S stems, Inc. �� /wee ra'- ary Date (3""J'111 6 EXHIBIT A Bid 14-031 SECTION — C PRICE SCHEDULE NOTE: The City will pay the following fees in accordance with the provisions of this RFB. Fixed price shall include all requirements and expenses related to the performance of work and services set forth in Section B. PRICE SECTION 1 —ANNUAL INSPECTION COST Quarterly Annual Cost L.N. Description Inspection Cost 1 Fire Station 1 —Four panel doors with motorized door openers $65 00 $260 00 2 Fire Station 1 —One security gate with motorized $16.50 $65 00 opener 3 Fire Station 2—Six panel doors with motorized $97 50 $585__& CJ oo C) openers 4 Fire Station 3—Three panel doors with motorized $48 75 $195 00 openers. 5 Fire Department Special Ops —One panel door $16 50 —$65 o-0 = cG_a o Z�5� with motorized opener 6 Public Works Fleet—Thirteen manual rollup N/A N/A doors. 7 Public Works—Eight manual rollup doors N/A N/A Price Section 1Total -- .a. �z0._ 6 °C) PRICE SECTION 2—ESTIMATED SERVICE HOURS L.N. Services Hourly Rate Estimated Total (Hourly Rate x Estimated Time) 1 Regular Hours One Man Crew Monday— $85.00 Friday, 8 00 a m to 5 00 p.m. 2/Hours $170 00 2 After Work Hours One Man Crew Monday— $105 00 2/Hours $210 00 Friday, 5 01 p m to 6 59 a m Weekends/Holidays One Man Crew 12 00 $125.00 $250.00 3 am to1159pm 2/Hours RFB No 14-031 Page 14 of 31 6/23/2014 11 27 AM p 19 City of Clermont Bid 14-031 SECTION — C PRICE SCHEDULE Flat Rate Trip Charge(If any)(Not applicable 4 to additional responses following the initial $85 00 1 /Each $85 00 response) Price Section 2Total $715 00 Price Section 1 +Price Section 2 Total ,s t ®� Price for replacement parts shall be cost plus% markup: Percent Markup = _20 % By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and is acting in an authorized 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 CompanyName(pnnt) Florida Handling Systems, Inc dba• FHS, Inc. Street Address 2651 SR 60 West Bartow, FL 33830 Mailing Address Of different) N/A Telephone 863 534.1212 Fax 863 535 1149 Email phackenberry @fhsinc.com Payment Terms 100 % 30 days, net FEIN 59 - 3255847 Professional License No Signature jam �' Date �/7 Ad/4� Pnnt Name Philip Hackenberry Title Operations/PM Does the respondent accept payment using the City's MASTERCARD? In Yes El No END OF SECTION —C RFB No 14-031 Page 15 of 31 6/23/2014 11 27 AM p 20 PURCHASE APPROVAL FORM TO: DARREN GRAY, CITY MANAGER FROM: FREDDY SUAREZ, PURCHASING MANAGER SUBJECT: OVERHEAD/ROLLUP DOORS MAINTENANCE AND REPAIR SERVICES AGREEMENT DATE: AUGUST 18, 2014 THE PURCHASING MANAGER RECOMMENDS THE FOLLOWING: 1. APPROVE: Agreement between the City of Clermont and Florida Handling Systems, Inc. to service and repair on a quarterly basis mechanical or electrically operated overhead/rollup doors in the annual amount of $976.00 The contract period begins the date of execution by both parties and shall end three (3) years thereafter. The City reserves the right to renew the contract for three (3) additional one (1) year terms 2 Why is this action necessary: In accordance with the City of Clermont Purchasing Policy, the City Manager is authorized to approve purchases under $50,000 that do not require a budget amendment. 3 ADDITIONAL INFORMATION: The Purchasing Manager issued a Request for Bid (RFB) number 14-031 to obtain overhead/rollup doors maintenance and repair services There were two (2) responses to the RFB and Florida Handling Systems, Inc. response was low responsive responsible bidder. The RFB was fully competed, advertised, and complies with the City of Clermont Purchasing Policy. 4 FISCAL IMPACT: The fiscal impact of $976.00, is consistent with the 2014 approved budget for the Fire Department. 5. EXHIBITS: Response Tabulation Agreement co 1— a ct m aNe e L 2 $ I uj Z q < LI a � � a w 0 O Z " 0 0 022 N 2 _1 Q « R N- < $ — 0 I-- m e E � Cr S u_ § 20 2 S 0 w _ in 2 a � \ 2 I-- z 0 W U) I— g g � � E � � w w u 2 k k O- z < Z o S \ g w LL g n 0 / R - o0 re < LUkw 0 - a0- 0.0. oU Cl) � re re R z 0 z « — � K § � P 0 f Rw 2 \ B5 $ 20 _1 \ R2 3 � { ° a 2 a § o. a- w E / � � \ / < � § f & / [co � � - 0 > J 0 g 0p U co c o - m /� c 0 ® J < f 3 \ CO k k \ � o ƒ ƒ :