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2013-22 CONTRACTOR AGREEMENT FOR FIRE SPRINKLER/STANDPIPE INSPECTION SERVICES THIS AGREEMENT, made and entered into this It day of i 2013, Y 1"f 2013, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "CITY"), and LIFELINE FIRE PROTECTION, INC. 905 Jan Mar Court, Ste. B, Clermont, FL 34715, (hereinafter referred to as "CONTRACTOR"). WHEREAS, CITY issued RFB No.: 13-010 for the provision of Fire Sprinkler/Standpipe Inspection Services; WHEREAS, CONTRACTOR's response to RFB 13-010 has been reviewed and determined to be in the best interest of CITY; and WHEREAS, CITY and CONTRACTOR desire to enter into a contract based on RFB 13- 010 and CONTRACTOR's response thereto. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The CONTRACTOR shall furnish batteries and related accessories as descnbed in RFB 13-010, specifically, but not limited to, Section B, "Statement of Work" therein, which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in the specifications, which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. 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 an amount in accordance with the compensation schedule set forth in Exhibit 'B', attached hereto and incorporated herein. ARTICLE III—TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties, and shall remain in effect for thirty-six months, thereafter, unless terminated as provided for herein. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) 1 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 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. 3. Prior to, or upon termination of the initial term of this Agreement, CITY shall have the option to renew this Agreement for three (3) additional twelve (12) month period(s). Pnor to the termination of the initial term, or any subsequent renewal term, 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 CONTRCATOR's responsibility to request in writing any price adjustment under this provision. CONTRACTOR's written request for adjustment should be submitted sixty(60) days prior to the anniversary date of the contract. The 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 CONTRACTOR, the CITY shall have the right to exercise the option contained herein and CONTRACTOR agrees 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. CITY reserves the right to reject any written price adjustments submitted by CONTRACTOR and/or to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial term, and any option subsequently exercised, is exclusively CITY"s prerogative, and not a right of CONTRACTOR. This prerogative will be exercised only when such continuation is clearly in the best interest of the CITY. 2 period shall not be considered. 1. 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 cpntract beyond the initial period, and any option subsequently exercised, is a City prerogative, and not a right of the contractor. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all services in the timeframe as set forth in the applicable purchase order. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth in the General Conditions, CONTRACTOR 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 CONTRACTOR, 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. ARTICLE VI—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 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. 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 his 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 latter's 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 3 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 Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive 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 Comprehensive 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) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. SubCONTRACTOR's Public Liability and Property Damage Insurance - The CONTRACTOR shall require each of his subcontractors to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subcontractors in his policy, as specified above. 4. Indemnification Rider (a) To cover to the fullest extent permitted by law, the CONTRACTOR 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 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 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. 4 (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: Lifeline Fire Protection, Inc. 905 Jan Mar Court Ste. B Clermont, FL 34715 CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 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. 5 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. This agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the pnor 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. 9. Records. CONTRACTOR expressly 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, including attorney fees and litigation costs, for any such disclosure related to Florida's Public Records Law. 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 6 3. All documents contained in RFB 13-010, Fire Sprinkler/Standpipe Inspection and any and all amendments thereto and CONTRACTOR's February 14, 2013 response thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this /6 day of . ri / t 2013. City Ao /_ lermont ity ager ;W'° ; Attest: i 1V42` 10113% % Tracy Ackro , City Clerk '4,44 etf 40, I IFIR9pJ.i line Fire Protection, Inc. Li R. Blankenship, President d- Attest: Co s.�5 ate Secretary I EL.i Z A.e3E-7-w A. AgEEi� (Name Printed or Typed) 7 EXHIBIT A SECTION — B STATEMENT OF WORK The successful Contractor shall inspect and perform required service, including maintenance and repair and testing when appropriate, on all fire systems noted in this solicitation. Contractor shall be appropriately licensed for the work described in this RFB. 1 — SCOPE OF SERVICES The Contractor shall inspect all fire sprinkler/standpipe systems required in accordance with National Fire Protection Association (NFPA) 13, 2007 Edition and NFPA 25, 2008 Edition. All services performed shall comply with the regulations of the State Fire Marshal, as they pertain to fire sprinkler/standpipes guidelines established by the manufacturer and the NFPA, shall be followed during inspection. Automatic sprinkler systems shall be inspected and/or serviced on a quarterly schedule. The Contractor shall notify Joe McMahon of the Public Services Department at (352) 267-2398 at least seventy-two (72) hours in advance of the date systems are to be serviced. All inspection reports must be signed by and a copy left with a Public Services employee. The Contractor shall be required to re-certify code compliant (at the time of installation) systems and shall inspect each system every three months. a. The Contractor shall be responsible for responding to routine service calls within seven (7) days without charge. The Contractor shall also be responsible for responding to emergency calls within four (4) hours. An extra charge, if applicable will be allowed for emergency calls. These charges shall be listed in Section C, Price Schedule. b. The Contractor shall immediately notify Joe McMahon of the Public Services Department concerning an emergency or service problem related to fire sprinkler systems at any City facility. c. As all units are utilized daily, inspection time will be limited from the hours of 8:30 A.M. to 4:30 P.M. Monday through Friday. Inspections will not be permitted on City holidays or weekends. The successful contractor must set a specific date and time with Joe McMahon of the Public Services Department at (352) 267- 2398. Successful Contractor shall perform a complete inspection of all fire sprinkler systems consisting of the following: a. Inspect automatic sprinkler/standpipe systems every three months. Perform complete inspection service, tag and seal. OR RFB No 13-010 Page 10 of 36 SECTION — B STATEMENT OF WORK b. Prepare an itemized list of repairs, update requirements or other items necessary to meet required code compliance. This will include the total cost of all equipment, parts, and labor charges to bring the unit into code compliance standards. Approval to proceed with repairs must be obtained from the Public Services Department. This estimate must be included with the inspection report. No work shall be performed under the contract without a properly approved purchase order issued by the City of Clermont. Required activities included in rate for standard inspection services: a. Inspections 1. Visual inspection of all equipment to determine condition. 2. Visual inspections of all protected areas to determine conformity with installation standards or generally accepted practices. b. Testing 1. Water supply (main drain tests). 2. Water flow alarm tests. 3. Supervisory tests. 4. Trip tests of dry, pre-action and deluge systems (as required). 5. Cross-connection and pressure-loss tests of back flow prevention devices (annually). 6. Fire pump operational and performance tests-part of pump test (as required). 7. Low-air, priming water, detection system tests. c. Maintenance 1. Lubricate all control valves. 2. Replace missing fire department connection caps, as needed. 3. Drain all low points of dry or pre-action systems. 4. Replace missing valves signage (excluding hydraulic data plates), as necessary. d. Reporting 1. Detailed inspection reports prepared for each site. 2. Site name, date inspected, inspector's name, on site representative name. RFB No 13-010 Page 11 of 36 SECTION — B STATEMENT OF WORK 3. "Yes", "No" or "Not Applicable" responses to items prescribed by NFPA 25. 4. Pressure readings and test results. 5. Description of all adjustments or no-cost repairs made while on site. 6. All items requiring repair or replacement listed under "Repair Items". 7. All other issues of conformance with installation codes or generally accepted practices listed under"Installation Code Observations". The successful Contractor shall comply with National Fire Protection Association (NFPA) Standards and all local building codes. This test shall include the quarterly and annual items recommended for sprinkler system certification. The awarded contractor shall coordinate efforts with the City's Fire Alarm System Contractor as needed. 2 —WARRANTY The successful Contractor agrees that, unless expressly stated otherwise, the product and/or service furnished as a result of an award from this solicitation shall be covered by the most favorable commercial warranty the vendor gives to any customer for comparable quantities (minimum 1-year warranty, per section 633.539 Florida Statutes). The Contractor hereby acknowledges and agrees that all materials, except where recycled content is specifically requested, supplied by the vendor in conjunction with this solicitation and resultant contract shall be new, warranted for their merchantability, and fit for a particular purpose. 3 — HOURS OF WORK AND AVAILABILITY The successful Contractor shall be required to be available twenty-four (24) hours a day, seven (7) days a week, and 365 days per year for emergency services. Payment for this service shall be in accordance with prices bid. Only time on the job site shall be invoiced. Authorized certified personnel shall respond at the site, within four (4) hours after receiving an emergency call. Contractor's authorized personnel shall sign in and out of a City facility with a designated person. The Contractor shall furnish all labor, equipment, transportation and materials when requested to provide inspection, repair and maintenance of fire sprinkler/standpipe systems. Any system modifications must be approved by the Planning and Zoning Department and the City's Fire Marshal prior to and upon completion for Code Compliance. RFB No 13-010 Page 12 of 36 SECTION — B STATEMENT OF WORK Hourly labor rates shall include full compensation for labor of work performed for the required installation of repair parts. Hourly labor rates shall apply only to the installation of repair parts as itemized during the Contractor's inspection. The Contractor, as requested by the City, shall furnish materials. The City reserves the right to furnish materials to the contractor. All sprinkler/standpipe system parts replaced (therefore deemed un-repairable) shall be returned for inspection to the Public Services Department. The City reserves the right to not pay for parts not requiring replacing. All damaged parts returned shall be grouped and noted by site location to aid in service tracking. Material quality is expected to be commercial grade to meet respective codes and of such to accomplish the service work satisfactorily, as specified in the given scope of work for each job. The City reserves the right to set the standard of quality for materials for a given job. All materials used shall be billed at the Contractor's actual net cost plus the percentage amount. The Contractor shall be responsible for notifying the City's representative in writing of any conditions detrimental to proper and timely completion of work. Do not proceed with work until unsatisfactory conditions have been corrected. 4— LICENSE AND SECURITY The Contractor performing service for the City shall have all applicable licenses and certifications required by the State of Florida Fire Marshall's Office. The contractor shall submit a copy of each license with their bid response. The contractor shall furnish proof that permits from the State Fire Marshall have been issued to each of their employees, who shall perform services for the City, with all federal, state and local codes. The Contractor shall provide and supervise qualified, productive and properly trained personnel. The Contractor shall be responsible for the proper appearance and conduct of its employees while on City premises. The Contractor agrees that any employee who violates this consideration shall immediately be dismissed from the job site. Staff found in areas (s) away from the designated work area (s) shall be escorted from the job site, and may not be allowed to return on this contracted project. The Contractor staff may be required to pass a criminal background check. It is the contractor's responsibility to ensure all employees are legally allowed to work in the United Sates in accordance with Immigration Policies. All City buildings are smoke free. Smoking is prohibited. RFB No 13-010 Page 13 of 36 SECTION — B STATEMENT OF WORK The Contractor shall ensure every employee on the Contractor's work force is provided a photo identification badge. This badge must be worn at all times outside of their uniform when on City property. All employees shall adhere to City's security standards. The successful Contractor is hereby notified that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance or alcohol is prohibited on any City property. Violations may subject the Contractor and/or the Contractor's employees to prosecution, fines, imprisonment and/or termination of this or any other contract the contractor presently holds with the City. 5—SERVICE LOCATIONS Locations to be serviced are stated below. Although this solicitation and resultant contract identifies specific facilities to be serviced, it is hereby agreed and understood that any City building facility may be added at the option of the City. When required, the Contractor shall be invited to submit a price quote for additional locations. If these quotes are determined to be fair and reasonable, then the additional work will be added to the contract. Clermont City Hall Clermont Police Dept. Clermont Fire Dept. Admin. 685 W. Montrose Street 865 W. Montrose Street 439 E. Hwy. 50 Fire Station 1 Fire Station 2 Fire Station 3 439 E. Hwy. 50 2200 Hartwood Marsh Rd. 2180 Legends Way Historic Village Library Highlander Hut Environmental Serv. Admin. 490 West Ave. 330 3rd Street 3335 Hancock Rd. Clermont Community Center ??? W. Montrose St. END OF SECTION — B RFB No 13-010 Page 14 of 36 EXHIBIT B SECTION-C PRICE SCHEDULE L.N. Description Qty Unit Price Total Clermont City Hall 1 Annual Inspection/Backflow Inspection 1 f 5.0.00 /,SO• ab 685 W. Montrose St. Clermont City Hall 2 Quarterly Inspection 3 100'60 3oa • 80 685 W. Montrose St. • Clermont Police Department 3 Annual Inspection/Backflow Inspection 1 / 0. 00 t Sb 00 865 W.Montrose St Clermont Police Department 0 d 4 Quarterly Inspection 3 /ao .00 300 865 W.Montrose St. Clermont Fire Department Administration 5 Annual Inspection/Backflow Inspection 1 (50. a0 `so' coo 439 E Hwy.50 Clermont Fire Department Administration O 6 Quarterly Inspection 3 MO. 0C) 300 O 439 E.Hwy. 50 Fire Station 1 7 Annual Inspection/Backflow Inspection 1 rS0 , 0 0 ,d 439 E. Hwy 50 Fire Station 1 8 Quarterly Inspection 3 3 06 439 E Hwy. 50 /06 , D0 Fire Station 2 9 Annual Inspection/Backflow Inspection 1 x0.00 -Co! , 0 Co 2200 Hartwood Marsh Rd. Fire Station 2 10 Quarterly Inspection 3 1 co 0 0 1 0 f�, 0 C) 2200 Hartwood Marsh Rd. cJ Fire Station 3 11 Annual Inspection/Backflow Inspection 1 `S0. 00 ``O, d 0 2180 Legends Way c� Fire Station 3 12 Quarterly Inspection 3 300• II 2180 Legends Way 100,00 Historic Village Library 13 Annual Inspection/Backflow Inspection 1 /SO, 00 1,0 00 490 West Ave. RFB No 13-010 Page 15 of 36 SECTION-C PRICE SCHEDULE Histonc Village Library 14 Quarterly Inspection 3 ` 00- pV 3 00 d 0 490 West Ave Highlander Hut 15 Annual Inspection/Backflow Inspection 1 . 0Q !i , 00 330 3nd Street Highlander Hut 16 Quarterly Inspection 3 1O0,o p Joo, o o 330 3fd Street Environmental Services Administration 17 Annual Inspection/Backflow Inspection 1 / , 0O 45.0 •CO 3335 Hancock Rd. Environmental Services Administration 18 Quarterly Inspection 3 r400 • 0 d 300, 0 0 3335 Hancock Rd. Clermont Community Center 19 Annual Inspection/Backflow Inspection 1 ` 0. 00 ISO, Q b ???W Montrose Street Clermont Community Center 20 Quarterly Inspection 3 100,ao 31" 00 ???W. Montrose Street ` Grand Total [ 5-610� Qp 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 ?5 00 / / Z . SO /025-. 00 Emergency Service Call / /a,s0 1.2S- Additional Fee(if any) N /�"� N//4- Ado RFB No 13-010 Page 16 of 36 SECTION—C PRICE SCHEDULE Price for replacement parts: Contractor's cost plus percentage amount: /0 Price for 5-year valve inspection as per NFPA-25: $ c2S0. 0 0 Warranty of service: I . M bit 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) L 1.'e f/ye ,L e.. 1.Qo fe C /mod ANC.. Street Address 903". i4/v MA Ca/.LA / S7 g CleA At o oT hL Mailing Address(if different) �� Telephone: .3( -a X13-7 77 ,C 4'J SV.y7ty Fax 3S:2-A41-'/1- 77 7 f Email. $A„id yt3 CIA//p .PAr" Payment Terms ,jy0 % days,net 30 FEIN: .20 - .Z - , Professional License No pre,/1- 0000s4 Signature. •,_ j MIR ' Date. p . ,_ • PnM Na _ .. : L - . . .. . ,'.Title / 1J ec, eS,r' Does the respondent accept payment using the City's MASTERCARD? ❑ Yes El No END OF SECTION —C RFB No:13-010 Page 17 of 36