2013-15 GENERATOR MAINTENANCE AND REPAIR SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this ao day of V 1 t(t.k_, 2013,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY"), and CJ'S SALES AND SERVICES OF OCALA,
INC., a Florida Corporation, 132 NE 17th Place, Ocala, FL 34470 (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 generator maintenance and repair services on an as needed
basis to various locations within the CITY and perform all of the work described in the
bid documents and specifications entitled:
RFB NO. 13-011 Generator 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 authorized 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. 13-011 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 only provide to CITY 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. 13-011.
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.
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 - 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 V—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 two (2) years thereafter,
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 terms. 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 Price
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 writing any price 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 written 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 right of
the COMPANY. This prerogative will be exercised only when such continuation is
clearly in the best interest of the City.
ARTICLE VI—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 VII— 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
agreed upon. Agreements reached in mediation shall be enforceable as settlement
agreements in any court having jurisdiction thereof.
ARTICLE VIII—INSURANCE AND INDEMNIFCIATION
1. COMPANY shall provide the insurance as set forth in RFB 13-011 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 IX-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: CJ's Sales and Services of Ocala, Inc.
132 NE 17th Place
Ocala, FL 34470
Attn.: Dudley Hargrove
OWNER: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE X—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 written 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 Flonda.
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.
ARTICLE XI 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.: 13-011 Generator Maintenance and Repair
Services, any and all addenda and amendments thereto and COMPANY'S February 19,
2013 response thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on,this oR(p day of KY10t(C.� 2013.
•^e,, ' 1 Attest:
x City of Clermont
Tracy Ackroyd, City le.rk arold S. Turville, Jr., Mayo
Date:
Attest: A CJs/„ es . • Service •f Ocala, Inc.
Corp irate 4Tret.. 4 gr• =, 'resident
te
EXHIBIT A
REVISED SECTION— C
PRICE SCHEDULE
PMI = Preventative Maintenance Inspection completed every six (6) months.
FMS = Full Maintenance Service once every twelve (12) months.
LN. Description Qty: PM! FMS Total Combined
(PMI + FMS)
1 0-75/kw (all makes and models) 31 88.00 188.00 276 00
2 76-125/kw (all makes and models) 17 88 00 188 00 276 00
3 126-250/kw. (all makes and models) 16 88 00 188 00 276 00
4 251-500/kw.(all makes and models) 10 88.00 188 00 276.00
5 501-1000/kw. (all makes and models) 2 88 00 494.00 582 00
6 1001/kw. and larger(all makes and models) 2 88.00 594.00 682 00
Grand Total 2,368.00
ADDITIONAL WORK
Load Bank Test and Oil Sample Test shall only be performed when requested by City of
Clermont staff or Contractor technician's assessment of the generator. Load Bank Test
(when applicable) shall be done at a minimum of 4 hours with restricted load.
L.N. Description Qty: PRICE
1 Load Bank Test 0-75/kw. (all makes and models) 1 490.00
2 Load Bank Test 76-125/kw (all makes and models) 1 490.00
3 Load Bank Test 126-250/kw. (all makes and models) 1 490.00
4 Load Bank Test 251-500/kw. (all makes and models) 1 490.00
5 Load Bank Test 501-1000/kw.(all makes and models) 1 690.00
6 Load Bank Test 1001/kw. and larger(all makes and models) 1 690.00
7 Oil Sample Test 1 45 00
REVISED SECTION—C
PRICE SCHEDULE
HOURLY LABOR RATES
During Work Hours After Work Hours
8.00 am to 5:00 pm 5.01 pm to 7.59 am Weekends/Holidays
Mon —Fri. Mon.—Fri. 12:00 am to 11:59 pm
Service Rate Per Hour 90.00 120.00 130.00
Emergency Service Call 120.00 130 00
Additional Fee(if any)
Price for replacement parts:
Contractor's cost plus percentage amount: 20
(Enter the percent markup only in the space provided above)
Warranty of service: Twelve(12)months
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
Company Name(print). CJ's Sales and Service of Ocala,Inc.
Street Address: 132 NE 17th Place Ocala FL 34470
Mailing Address(if different).
Telephone. 800-877-1260 Fax. 352-732-0606
Email. dudleyh @cjspower.com Payment Terms: 2 % 10 days,net 30
FEIN: 59 - 24882:/ Professional. License No. EC13001925
Signature: ,� _ -_ = 2/19/13
Pnnt Name Dudle 'argrove Title. President
Does the respondent accept payment using the City's MASTERCARD? ®Yes ❑ No
END OF SECTION—C