HomeMy WebLinkAboutContract 2025-060ADocusign Envelope ID: 2F8768A6-1 EF9-41 E9-A9F6-26498E4909EB
AGREEMENT No. 2025-060
NEPTUNE WATER METERS AND EQUIPMENT
THIS AGREEMENT, is made and entered into this Wednesday, July 30, 2025, 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 FERGUSON ENTERPRISES, LLC, whose address is: P.O. Box 100286, Atlanta,
GA 30384-0286, (hereinafter referred to as "SUPPLIER").
WHEREAS, CITY has utilized Ferguson Enterprises, LLC. for Neptune Meters and Equipment;
WHEREAS, Neptune Meters and Equipment is a proprietary product and is only available from
SUPPLIER; and
WHEREAS, the City Council has determined that there is only one source for the required product
in accordance with CITY Purchasing Policy, Section E.8.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The SUPPLIER will furnish Neptune Meters and Equipment in such quantities as requested by
CITY and as set forth in a purchase order as provided in writing by CITY. Provided, however, that
nothing herein shall require CITY to purchase or acquire any items or services from SUPPLIER.
2. THE CONTRACT SUM
CITY shall pay SUPPLIER, for the faithful performance of the Agreement as set forth in the Unit
Price Schedule set forth in Exhibit "A", attached hereto and incorporated herein. The CITY
understands that the unit price in Exhibit "A" may change on an annual basis based on consumption
and market price. Use of a lesser or higher quantities or market price will become a factor in annual
price adjustment negotiations.
2.1. Tariff/Trade Surcharge Clause
Due to the uncertain impact of potential Tariff/Trade Surcharges, SUPPLIER's unit prices do not
include any provision or contingency for future Tariff/Trade Surcharges or an increase of
existing Tariff/Trade Surcharges. SUPPLIER reserves the right to pass along Manufacturer
Tariff/Trade Surcharges that affect SUPPLIER'S costs at the time of shipment. Unit prices will
not be affected, and documentation will be provided supporting any active Manufacturer
Tariff/Trade Surcharges.
3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties and shall remain in
effect until December 31, 2026, unless terminated as provided for herein.
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B. Prior to, or upon completion, of the initial term of this contract, the City shall have the
option to renew this contract for four (4) additional one-year subject to a price adjustment
at SUPPLIER's option. Prior to the completion of the contract term, the City may
consider an adjustment to price based the SUPPLIER's responsibility to request in
writing any price adjustment under this provision. The SUPPLIER's written request for
adjustment shall be submitted sixty (60) days prior to the termination of the initial or any
renewal term of this Agreement. If no adjustment request is received from the contractor,
CITY shall be entitled to assume that the SUPPLIER 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 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 contract beyond the initial period, and any option subsequently
exercised, is a City prerogative, and not a right of the SUPPLIER. This prerogative will
be exercised only when such continuation is clearly in the best interest of the City.
C. Notwithstanding any other provision of this Agreement, CITY or SUPPLIER may, upon
written notice to SUPPLIER or CITY, terminate this Agreement if. a) without cause and
for convenience upon sixty (60) days written notice to SUPPLIER or CITY b)
SUPPLIER or CITY is adjudged to be bankrupt; c) SUPPLIER or CITY makes a general
assignment for the benefit of its creditors; d) SUPPLIER or CITY fails to comply with
any of the conditions of provisions of this Agreement; or e) SUPPLIER or CITY 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.
4. COMMENCEMENT AND COMPLETION OF WORK
The SUPPLIER shall provide all items only upon issuance of an authorized and approved purchase
order and in the timeframe as set forth in the applicable purchase order.
5. PAYMENTS
In accordance with the provisions fully set forth in the General Conditions, the SUPPLIER 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 SUPPLIER, within thirty (30)
calendar days, on the basis of a duly certified and approved payment invoice by the CITY for items
provided and accepted by the CITY.
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6. DISPUTE RESOLUTION - MEDIATION
A. 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.
B. The CITY and SUPPLIER shall endeavor to resolve claims, disputes, and other matters
in question between them by mediation.
C. 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.
7. INDEMNIFICATION RIDER
To cover to the fullest extent permitted by law, the SUPPLIER 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 SUPPLIER or
anyone directly or indirectly employed by any of them or anyone for whose acts any of them may
be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other
right to the obligation of indemnity which would otherwise exist as to any party or person described
in this Article. The SUPPLIER hereby acknowledges receipt of ten (10) dollars and other good
and valuable consideration from the CITY for the indemnification provided herein.
8. 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 parry set forth below. Any such notice shall be deemed given when received by the
party to whom it is intended.
CONTRACTOR:
Ferguson Enterprises, LLC.
P.O. Box 100286, Atlanta, GA 30384-0286
Attn: Keith Ellenburg, President
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1
City of Clermont
685 W. Montrose Street, Clermont, FL 34711
Attn: Rick Van Wagner, Interim City Manager
9. MISCELLANEOUS
9.1. 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.
9.2. 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.
9.3. 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.
9.4. 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.
9.5. 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 SUPPLIER.
9.6. Assi ng ment
This agreement is personal to the parties hereto and may not be assigned by SUPPLIER, in whole
or in part, without the prior written consent of CITY.
9.7. 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.
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9.8. 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.
9.9. Public Records
The CONTRACTOR expressly understands records associated with this project are public records
and agrees to comply with Florida's Public Records law, including the following:
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
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 the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. The CONTRACTOR shall make reasonable
efforts to provide all records stored electronically to the CITY in a format compatible
with the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF CLERMONT
Signed by:
Tim Murry
FULL NAME
Mayor
TITLE
8/5/2025
DATE SIGNED
FERGUSON ENTERPRISES, LLC
Signed by:
WAFR416...
Jeff Kimbrough
FULL NAME
Sales Manager - Florida
TITLE
8/5/2025
DATE SIGNED
ATTEST
DocuSigned by:
T, pao yd Nowt
'-�NXVM44A...
Tracy Ackroyd Howe
FULL NAME
City Clerk
TITLE
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fff$ FERGUSON°
Item Number
City of Clermont
PRICE SHEET TERM: 5/26/24-12/31/26
Description
CLER ONT
Cho ce of Champions'
2024-26
Neptune
Unit Price
1
3/4" Short Lay Mach 10 SA Gallon Meter
$221.45
2
1" Mach 10 SA Gallon Meter
$265.30
3
1-1/2" Mach 10 SA Gallon Meter
$632.65
4
2" Mach 10 SA Gallon Meter
$753.00
5
3" Mach 10 SA Gallon Meter — 12" LL
$2,551.00
6
3" Mach 10 SA Gallon Meter — 17" LL
$2,617.35
7
4" Mach 10SAGallon Meter —14" LL
$3,290.80
8
4" Mach 10 SA Gallon Meter —20" LL
$3,380.60
9
6" Mach 10 SA Gallon Meter— 18" LL
$5,574.50
10
6" Mach 10 SA Gallon Meter— 24" LL
$5,710.20
11
8" Mach 10 SA Gallon Meter
$9,372.45
12
10" Mach 10 SA Gallon Meter
$11,781.60
13
2" Bronze Strainer
$585.70
14
3" Bronze Strainer
$1,051.00
15
4" Bronze Strainer
$1,812.25
16
6" Bronze Strainer
$2,745.90
17
8" Bronze Strainer
$4,667.40
18
10" Bronze Strainer
$7,262.25
19
4" UL-FM Stainless Steel Flanged Basket Strainer for Fire Service
$3,590.80
20
6" UL-FM Stainless Steel Flanged Basket Strainer for Fire Service
$5,993.90
21
8" UL-FM Stainless Steel Flanged Basket Strainer for Fire Service
$10,098.00
22
10" UL-FM Stainless Steel Flanged Basket Strainer for Fire Service
$13,005.10
23
2" Strainer Installation Acc. Kit
$19.25
24
3" Strainer Installation Acc. Kit
$45.15
25
4" Strainer Installation Acc. Kit
$88.40
26
6" Strainer Installation Acc. Kit
$141.50
27
8" Strainer Installation Acc. Kit
$153.85
28
10" Strainer Installation Acc. Kit
$176.50
29
5/8"x3/4" T10 PB Bare Water Meter
$57.60
30
1" T10 PB Bare Water Meter
$200.00
31
1-1/2" T10 PB Bare Water Meter
$486.70
32
2" T10 PB Bare Water Meter
$667.40
33
5/8"x3/4" T10 PB Meter W/ProCoder Pit Gallon Register
$150.70
34
1" T10 PB Meter W/ProCoder Pit Gallon Register
$249.90
35
1-1/2" T10 PB Meter W/ProCoder Pit Gallon Register
$576.90
36
2" T10 PB Meter W/ProCoder Pit Gallon Register
$699.70
37
Ecoder or ProCoder Pit Gallon Register Only
$93.80
38
R900 Cellular Wall MIU, 6' Cable
$165.30
39
R900 Cellular Pit MIU W/Internal Antenna Kit (F/Plastic Lids)
$173.50
40
R900 Cellular Pit MIU W/External Antenna Kit (F/Metal Lids)
$186.80
41
R900 Cellular Pit MIU External Antenna Kit Only
$52.00
42
Adderfor Nicor Connector Option
$29.00
43
Belt Clip Transceiver
$6,122.50
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44
MRX920 Mobile Data Collector
$10,204.00
Neptune 360 SaaS Platform (AMI) Annual Subscription - Per Meter/Per Year
45
* Connected Endpoints 20,001 — 50,000, Per Meter -Per Year
$1.90
Neptune 360 SaaS Platform+FirstNet Cellular Data Plan Annual Subscription - Per Meter/Per Year
46
i
* Connected Endpoints 20,001— 50,000, Per Meter -Per Year
* Ferguson will hold the Neptune 360 SaaS (AMI) and Neptune 360 Cellular Data Plan Annual Subscription Fees
until 12/31/2029. Before the renewal end date of December 31, 2025 the city must purchase 2 years upfront for
years (2025-2026 & 2026-2027) and the other 2 years (2027-2028 & 2028-2029) prior to 12/31/2027.
Reclaimed Option on any meter or register— no charge.
Shipping Terms: Freight Allowed
Payment Terms: Net 30 Days - Check or ACH Only
Pricing Term: May 26, 2024 - December 31, 2026
Ferguson Waterworks
Meter & Automation Group
801 Thorpe Road
Orlando, Fl. 32824
Contact: Ben Jacobs - AMR/AMI Specialist
Cell Phone: 561-386-8541
Email: benjamin.jacobs@ferguson.com
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