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2011-23CITY OF OF CLERMONT CONSENT AGENDA Page 1 of 1 Requested Agenda Date April 26, 2011 FROM: Purchasing Division Requested Action (Identify appropriate Action or Motion, Authority or Requirement for item and identify the outcome and /or purpose of item) MOTION TO APPROVE: Piggyback City of Leesburg term contract No. 100081 with Allied Universal Corporation. Summary Explanation /Background (The first sentence includes the Department recommendation. Provide a summary of the action that gives an overview of the relevant details for the item) THE PURCHASING DIVISION AND UTILITIES DEPARTMENT RECOMMEND APPROVAL OF THE ABOVE ACTION. It is recommended that the Council approve to piggyback City of Leesburg fixed unit price term contract No. 100081 with Allied Universal Corporation to provide Sodium Hypochlorite (bleach) in bulk to Utilities Water and Wastewater plant facility. The contract provides a fixed unit price of $0.697 per gallon. The City Utilities Department annual estimated quantity is 230,000 gallons. The funds were included in the 2011 fiscal year budget. The City of Leesburg contract No. 100081 was fully competed, advertised, and complies with the City of Clermont Purchasing Policy. A copy of the contract is attached for review. Fiscal Impact Fund Number Budget Amount N/A 41533— 55207 Varies per F/Y 42535— 55207 Exhibits Attached (copies of original agreements) (Include projected cost, approved budget amount and account number, source of funds, and any future funding requirements) Exhibit 1 — City of Leesburg Contract No. 100081 02/23/2010 FIXED UNIT PRICE REQUIREMENTS AGREEMENT THIS AGREEMENT is made as of the22 day of February in the year 2010, between THE CITY OF LEESBURG, FLORIDA, whose address is 501 West Meadow Street, Post Office Box 490630, Leesburg, Florida 34749 -0630 (hereinafter referred to as the "CITY "), and ALLIED UNIVERSAL CORPORATION, whose address is 3901 N.W. 115 Avenue, Miami, Florida 33178 (hereinafter referred to as the "CONTRACTOR "). NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties to this Agreement, and for other good and valuable considerations, the parties agree as follows: 1. Commodities. The CONTRACTOR shall provide and deliver the following Supplies: Liquid Sodium Hypochlorite 12.5% as specified in accordance with EXHIBIT "A ". Nothing herein shall limit the CITY'S right to obtain this product from other contractors. The products to be provided under this agreement shall not exceed the unit cost of $.697 per gallon. The cost of the products shall not exceed this amount unless the CITY has executed a written change order approving any increase. Said price includes all labor, equipment, materials and delivery. 2. Labor and Materials. All work will be done in a competent and workmanlike manner, using quality, new materials. CONTRACTOR shall guarantee all materials and workmanship furnished under this agreement for a period of 365 days from completion. 3. Insurance. The CONTRACTOR will maintain throughout this Agreement the following insurance: SEE EXHIBIT "A ". A. The original of each such policy of insurance, or a complete duplicate, shall be delivered to the CITY by CONTRACTOR prior to starting work, together with evidence that the premiums have been paid. B. All required insurance shall be provided by insurers acceptable to the CITY with an A.M. Best rating of at least "A " C. The CONTRACTOR shall require, and shall be responsible for assuring that any and all of its subcontractors secure and maintain such insurance that are required by law to be provided on behalf of their employees and others until the completion of that subcontractors work. D. The required insurance shall be secured and maintained for not less than the limits required by the CITY, or as required by law, whichever is greater. E. The required insurance shall not limit the liability of the CONTRACTOR. The CITY does not represent these coverages or amounts to be adequate or sufficient to protect the CONTRACTOR'S interests or liabilities, but are merely required minimums. Page 1 of 7 F. All liability insurance, except professional liability, shall be written on an occurrence basis. G. The CONTRACTOR waives its right of recovery against the CITY to the extent permitted by its insurance policies. H. Insurance required of the CONTRACTOR, or any other insurance of the CONTRACTOR shall be considered primary, and insurance of the CITY, if any, shall be considered excess as applicable to any claims, which arise out of the agreement, contract or lease. I. Except for works' compensation and professional liability, the CONTRACTOR'S insurance policies shall be endorsed to name the CITY OF LEESBURG as additional insured to the extent of the agreement, contract or lease. J. The Certificate(s) of Insurance shall designate the CITY as certificate holder as follows: City of Leesburg Attention: Mike Thornton, Purchasing Manager P.O. Box 490630 Leesburg, Florida 34749 -0630 K. The Certificate(s) of Insurance shall include a reference to the project and /or purchase order number. L. The Certificate(s) of Insurance shall indicate that the CITY shall be notified at least thirty (30) days in advance of cancellation. M. The Certificate(s) of Insurance shall include all deductibles and /or self - insurance retentions for each line of insurance coverage. N. The CONTRACTOR, at the discretion of the Risk Manager for the CITY, shall provide information regarding the amount of claims payments or reserves chargeable to the aggregate amount of the CONTRACTOR'S liability coverage(s). 4. Indemnification. The CONTRACTOR agrees to make payment of all proper charges for labor required in the aforementioned work and CONTRACTOR shall indemnify CITY and hold it harmless from and against any loss or damage, claim or cause of action, and any attorneys' fees and court costs, arising out of: any unpaid bills for labor, services or materials furnished to this project; any failure of performance of CONTRACTOR under this Contract; or the negligence of the CONTRACTOR in the performance of its duties under this Contract, or any act or omission on the part of the CONTRACTOR, his agents, employees, or servants. CONTRACTOR shall defend, indemnify, and save harmless the CITY or any of their officers, agents, or servants and each and every one of them against and from all claims, suits, and costs of Page 2 of 7 every kind and description, including attorney's fees, and from all damages to which the CITY or any of their officers, agents, or servants may be put by reason of' injury to the persons or property of others resulting from the performance of CONTRACTOR'S duties under this Contract, or through the negligence of the CONTRACTOR in the performance of its duties under this Contract, or through any act or omission on the part of the CONTRACTOR, his agents, employees, or servants. If however, this agreement is a "construction contract" as defined in and encompassed by the provision of Florida Statutes § 725.06, then the following shall apply in place of the aforementioned indemnification provision: The CONTRACTOR shall indemnify the CITY and hold it, its officers, and its employees harmless from liabilities, losses, and costs, including, but not limited to, reasonable attorney's fees to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of this Agreement. The liability of the CONTRACTOR shall, however, be limited to one million and 00 /100 dollars ($1,000,000.00) per occurrence, and the obligation of the CONTRACTOR to indemnify the CITY shall be limited to acts, omissions, or defaults of the CONTRACTOR; any contractors, subcontractors, sub - subcontractors, material men, or agents or employees of any of them, providing labor, services or materials in connection with the project; and the CITY, its officers, agents and employees, provided however that the CONTRACTOR shall not be obligated to indemnify the CITY against losses arising from the gross negligence, or willful, wanton, or intentional misconduct of the CITY, its officers, agents and employees, or against statutory violations or punitive damages except to the extent caused by or resulting from the acts or omissions of the CONTRACTOR, or any contractors, subcontractors, sub - subcontractors, material men, or agents or employees of any of them, providing labor, services, or materials in connection with this Agreement. 5. Codes, Laws, and Regulations. CONTRACTOR will comply with all applicable codes, laws, regulations, standards, ordinances dar d , and o dtnances in force during the term of this Agreement. 6. Permits, Licenses, and Fees. CONTRACTOR will obtain and pay for all permits and licenses required by law that are associated with the CONTRACTOR'S performance of the Scope of Services. 7. Access to Records. CONTRACTOR will maintain accounting records, in accordance with generally accepted accounting principles and practices, to substantiate all invoiced amounts. Said records will be available for examination by the CITY during CONTRACTOR'S normal business hours. Said records will be maintained for a period of three (3) years after the date of the invoice. 8. Contingent Fees Prohibited. The CONTRACTOR warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. In the event of a breach of this provision, the CITY shall have the right to terminate this Agreement without further liability and at its discretion, deduct from the contract price, or otherwise recover, Page 3 of 7 the full amount of any such fee, commission, percentage, gift or consideration paid in breach of this Agreement. 9. Payment. CITY shall compensate CONTRACTOR for their products in the following manner: SEE EXHIBIT "A ". 10. Ownership of Documents. All data, specifications, calculations, estimates, plans, drawings, construction documents, photographs, summaries, reports, memoranda, and other documents, instruments, information and material prepared or accumulated by the CONTRACTOR (or by such sub - consultants and specialty consultants) in rendering services hereunder shall be the sole property of the CITY who may have access to the reproducible copies at no additional cost other than printing. Provided, that the CONTRACTOR shall in no way be liable or legally responsible to anyone for the CITY'S use of any such materials for another PROJECT, or following termination. All original documents shall be permanently kept on file at the office of the CONTRACTOR. 11. Independent Contractor. The CONTRACTOR agrees that he or she is an independent contractor and not an agent, joint venture, or employee of the CITY, and nothing in this Agreement shall be construed to be inconsistent with this relationship or status. None of the benefits provided by the CITY to its employees, including but not limited to, workers' compensation insurance, unemployment insurance, or retirement benefits, are available from the CITY to the CONTRACTOR. CONTRACTOR will be responsible for paying his own Federal income tax and self - employment tax, or any other taxes applicable to the compensation paid under this Agreement. The CONTRACTOR shall be solely and primarily responsible for his and her acts during the performance of this Agreement. 12. Assignment. Neither party shall have the power to assign any of the duties or rights or any claim arising out of or related to the Agreement, whether arising in tort, contract, or otherwise, without the written consent of the other party. These conditions and the entire Agreement are binding on the heirs, successors, and assigns of the parties hereto. 13. No Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than the CONTRACTOR and the CITY. 14. Jurisdiction. The laws of the State of Florida shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. In the event of any litigation arising under or construing this Agreement, venue shall lie only in Lake County, Florida. 15. Term and Termination. The initial term of this Agreement shall be from date of award through September 30, 2013 and includes a option to renew the agreement for an additional two (2) one year periods or until the terms and conditions of this Agreement, including, but not limited to, its Scope of Services, have been completed, whichever occurs first, as determined by the CITY. All or part of this Agreement may be terminated by the CITY for its convenience on fifteen (15) days written notice to the CONTRACTOR. In such event, the CONTRACTOR will be entitled to compensation for services competently performed up to the date of termination. Page 4 of 7 16. Nonappropriation. The CONTRACTOR understands and agrees that this Contract is subject to the availability of funds to the CITY to purchase the specified products /services. As used herein, a "nonappropriation" shall be defined as an occurrence wherein the CITY, in any fiscal period, does not allocate funds in its budget for the purchase of the specified products/services or other amounts owed pursuant to this Contract, from the source of funding which the CITY anticipates using to pay its obligations hereunder, and the CITY has no other funds, from sources another than ad valorem taxes, which it deems to be available to pay its obligations under this Contract. The CITY may terminate this Contract, with no further liability to the CONTRACTOR, effective the first day of a fiscal period provided that: (a) A nonappropriation has occurred, and (b) The CITY has provided the CONTRACTOR with written notice of termination, not less than fifteen (15) days before the proposed termination date. Upon the occurrence of such nonappropriation the CITY shall not be obligated for payment for any fiscal period for which funds have not been appropriated. 17. Contact Person. The primary contact person under this Agreement for the CONTRACTOR shall be CATHERINE GUILLARMOD. The primary contact person under this Agreement for the CITY shall be AL PURVIS. 18. Approval of Personnel. The CITY reserves the right to approve the contact person and the persons actually performing the services on behalf of CONTRACTOR pursuant to this Agreement. If CITY, in its sole discretion, is dissatisfied with the contact person or the person or persons actually performing the services on behalf of CONTRACTOR pursuant to this Agreement, CITY may require CONTRACTOR assign a different person or persons be designated to be the contact person or to perform the CONTRACTOR services hereunder. 19. Disclosure of Conflict. The CONTRACTOR has an obligation to disclose to the CITY any situation that, white acting pursuant to this Agreement, would create a potential conflict of interest between the CONTRACTOR and his duties under this Agreement. 20. Authority to Obligate. Each person signing this agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and bind and obligate such party with respect to all provisions contained in this agreement. [Rest of page intentionally left blank.] Page 5 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the respective dates under each signature. THE CITY OF LEESBURG, FLORIDA By: I. _ ?/. Mayor /Commission ATTEST: 1)7 /0GetitA, City Jerk APPROVED AS TO FORM: /14I:1:(A!/ ity Attorney ALLIED UNIVERSAL CORPORATION Printed: Gather' ' llarmod Its: Executive Administrator (Title) January 15, 2010 Date: Page 6 of 7 Exhibit "A" SCOPE OF SERVICES L Work. CONTRACTOR shall perform all work in accordance with the Contract Documents for furnishing Liquid Sodium Hypochlorite Supplies as required by 1TB 100081 and Addendum One. II. Technical Specifications. Technical specifications for this project are comprised of Section 2, Pages 1 through 13 contained in Invitation to Bid 10008i and Addendum One are incorporated by reference and made a part hereof. III. General Conditions. The General Terms and Conditions from the Invitation to Bid 100081 and Addendum One are incorporated by reference and made a part hereof. IV. Supplement Conditions. Not Applicable V. Addenda. Addendum One dated December 17, 2009.. VI. Vendor Bid Response. The original bid response submitted by the Contractor is incorporated by reference and made a part hereof. VII. Payment. Payment to CONTRACTOR shall be FOB Destination on a Net -30 basis. Page 7 of 7 A `° CERTIFICATE OF LIABILITY INSURANCE I ATE( /1 /2 o4n ID D„ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policypes) must be endorsed. If SUBROGATION IS WAIVED, subject to d the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the , certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services, Inc of Florida (866) 283 - 7122 1001 Brickell Bay Drive (N .E,d) I FAX (847) (847) 953 -5390 L. Suite 1100 Miami FL 33131 USA DRESS ° Z INSURER(S) AFFORDING COVERAGE NAIC INSURED INSURER A. National Union Fire Ins Co of Pittsburgh 19445 Allied Universal Corp. INS URER Chards Specialty Insurance company 26883 3901 NW 115th Avenue Miami FL 33178-1859 USA INSURERC Commerce & Industry Ins Co 19410 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 570042201552 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS Limits shown are as requested A TYPE OF INSURANCE R YIWDR POLICY NUMBER (( r t�F tt jQ � r I OU 1 � C p Y � l�x LIMRe OENERALUABUITY ' GL93b147 OB/il LU10 08e EACH OCCURRENCE 51.000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO REN1 ED S1, 000, 000 PREMISES (Ea occurrence) X CLAIMS -MALE ❑ OCCUR MED EXP (My one person) S5,000 PERSONAL IL ADV INJURY 51,000,000 vj — _ GENERAL AGGREGATE 12,000,000 0 6- GENL AGGREGATE LIMB APPLIES PER PRODUCTS - COMPIOP AGO 12 , 000 ,000 — POLICY IT PR. I X 1 Loc 8888 A AUTOMOBILE LIABILITY CA 935918 08/31/2010 08/i1/2011 COMBINED SINGLE LIMIT 52,000,000 Me sodden') 52 , 000, 000 X ANY AUTO BODILY INJURY ( Per person) 0 ALL OWNED — SCHEDULED BODILY INJURY (Per Sodden' AUTOS _ AUTOS « HIRED AUTOS IVON.OWNED PROPERTY DAMAGE 8 — AUTOS (Per sodden' Con4renanoHn Deduct $1,000 c - B X UMBRELLA UAB OCCUR 8860808 08/31/2010 08/31/2011 EACH OCCURRENCE 515,000,000 (7 EXCESS LIAB X CLAIMS -MADE AGGREGATE 115,000,000 DEDI (RETENTION C E WORKERSC C O� SATIONAND wc001591797 01/01/2011 01/01/2012 X trot NO o m- ER ANY PROPRIETOR / PARTNER 1 EXECUTIVE © Y EL EACH 51,000,000 oFFICERIMEMBER EXCLUDED? NI A (Mandatory M int E L DISEASE EMPLOYEE 11, 000, 000 yes Ma ebe under DESCRIPTION OF OPERATIONS below E L DISEASE- POLICY LIMIT 51, 000, 000 D B Poll Legal Liab PLC11787459 06/31/2010 08/31/2011 Aggregate 540,000,000 Deductible 550,000 MI Occurrence 820,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, AddlIonsl Remsrks Schedule, If more space Is requtred) 2+• city of Clermont is included as Additional Insured as required by written contract, but limited to the operations of the eel Insured under said contract, per the applicable endorsement with respect to the General Liability policy. Ism E CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE L EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. City of Clermont AUTHORIZED REPIESENTATIVE 685 W. Montrose Street Clermont FL 34711 USA Zr• Mape�,, W a. 01988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Attachment to ACORD Certificate for Allied universal Corp. The terms. conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s) This attachment does not contain all terms. conditions. coverages or exclusions contained in the policy. INSURER INSURED Allied universal corp. INSURER 3901 NW 115th Avenue Miami FL 33178 -1859 USA INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR ADDL SUER POLICY NUMBER/ POLICY EPP POLICY EXP LTh 'TYPE OF INSURANCE INSR K VD POUCY DESCRIPTION IMM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY A cA 935918 08/31/2010 08/31/2011 Collision 51,000 Deductible Certificate No : 570042201552