Contract 2020-013A#2020-13-A
AGREEMENT FOR
SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SERVICES
THIS AGREEMENT, is made and entered into this 5s day of Obf r,�,
2020, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont,
Florida, (hereinafter referred to as "CITY"), and CURRY CONTROLS COMPANY,
whose address is: 4245 South Pipkin Road, Lakeland, FL 33811, (hereinafter referred to as
"CONTRACTOR").
WHEREAS, Polk County BCC through the public procurement process awarded an
Agreement for Supervisory Control and Data Acquisition (SCADA) systems and related
subsystems, Contract Number 16-049;
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 the Polk County BCC Contract Number 16-049;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I — SCOPE OF WORK
The CONTRACTOR shall provide assistance with SCADA planning, designing and
integration including subsystems such as electrical, instrumentation, servers, and network
communications as they relate to the utility SCADA system as described in the Polk
County BCC Contract Number 16-049, which is attached hereto and incorporated herein
as Exhibit "A" and shall perform everything required by this Agreement and the other
exhibits attached hereto. Provided, however, that nothing herein shall require CITY to
purchase or acquire any items or services from CONTRACTOR that is not specified in the
CITY's purchase order. 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 `13%
attached hereto and incorporated herein.
ARTICLE III — TERM AND TERMINATION
This Agreement is to become effective upon execution by both parties, and shall
remain in effect until July 4, 2021, unless terminated or renewed by the Polk
County BCC.
2. Notwithstanding any other provision of this Agreement, CITY may, upon
written notice to CONTRACTOR, terminate this Agreement: a) without cause
and for CITY's convenience upon thirty (30) days written notice to
CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if
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 the 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 prior
to the effective date of termination.
Upon mutual Agreement of the parties, this Agreement may be renewed as per
Polk County BCC Contract Number 16-049 provisions.
ARTICLE IV — COMMENCEMENT AND COMPLETION OF WORK
The CONTRACTOR shall provide all items in the timeframe as reasonably set forth in the
applicable purchase order or notice to proceed.
ARTICLE V — PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit an invoice to CITY upon completion of the services and
delivery of products to CITY as set forth in the applicable purchase order. CITY shall
make payment to the CONTRACTOR for all accepted deliveries and undisputed product
delivered and services provided, within thirty (30) calendar days of receipt of the invoice.
ARTICLE VI — DISPUTE RESOLUTION - MEDIATION
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, Florida, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
Agreements in any court having jurisdiction thereof.
2
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 its
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 subCONTRACTOR 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 Commercial General Liability Insurance - The
Contactor shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business 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 Commercial 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) Miscellaneous Professional Liability, $2,000,000 Each Claim and
Aggregate Limit;
(d) Cyber Risk Liability, $1,000,000 Per Occurrence;
(e) Employers Liability, $1,000,000 Each Accident, $1,000,000 Disease —
Each Employee, $1,000,000 Disease — Policy Limit;
Insurance clause for both COMMERCIAL GENERAL AND AUTOMOBILE BODILY
INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an
occurrence basis.
3. SubCONTRACTOR's Commercial General Liability Insurance - The
CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain
during the life of its subcontract, insurance of the type specified similar to above per their
scope of work and what is required with their contract with CONTRACTOR.
4. Indemnification Rider
3
(a) To the fullest extent permitted by law, the CONTRACTOR shall
indemnify and hold harmless the CITY its agents and its employees
from and against all claims, damages, losses and expenses, including
but not limited to reasonable attorneys fees, arising out of or resulting
from its 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
them or anyone for whose acts any of them may be liable, regardless of
whether or not such acts are 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;
however, this indemnification does not include sole acts of negligence,
damage or losses caused by the CITY and its other contractors.
(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 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: Curry Controls Company
4245 South Pipkin Road
Lakeland, FL 33811
Attn: David L. Curry
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
4
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.
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. Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either party's assets, 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.
5
9. Public Records. Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law,
to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
ARTICLE X — AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
1. This Agreement
2. Purchase Order/Notice to Proceed
All documents contained in the Polk County BCC Contract Number 16-049
R
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this_.�day of2020.
Curry Controls Company
ByAPrihted
(Nor TYY0 David L. Curry
President
Title
Attest:
a-,-
Corp6ate'Secretary6
Daniel L. Curry
(Name Printed or Typed)
7