2015-40 SUPPLIER AGREEMENT FOR
NEPTUNE WATER METERS AND EQUIPMENT
THIS AGREEMENT, made and entered into thisOL y of 2015,
A.D., by and between the City of Clermont 685 West Montrose Street, C ont, Florida
(hereinafter referred to as "CITY"), and SUNSTATE METER & SUPLY, INC., 14001
W. Newberry Road,Newberry, FL 32669, (hereinafter referred to as "SUPPLIER").
WHEREAS, CITY has utilized Neptune Water Meters & R450 Systems (herein referred
to as Neptune Meters) for potable and irrigation meters;
WHEREAS, Neptune Meters 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 of Clermont Purchasing Policy, Section E.7.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The SUPPLIER shall furnish Neptune Meters in such quantities as requested by CITY
and as set forth in a purchase order as provided in wnting by CITY. Provided, however,
that nothing herein shall require CITY to purchase or acquire any items or services from
SUPPLIER.
ARTICLE II - 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.
ARTICLE III—TERM AND TERMINATION
1. This Agreement is to become effective upon execution by both parties, and
shall remain in effect for the initial term of three (3) year, unless terminated as
provided for herein.
2. Prior to, or upon completion, of the initial term of this contract, the City shall
have the option to renew this contract for two (2) additional twelve (12)
month penod(s) subject to a price adjustment at SUPPLIER's option. Prior to
completion of the contract term, the City may consider an adjustment to pnce
based the SUPPLIER's responsibility to request in wnting any price
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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 pnce
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.
3. Notwithstanding any other provision of this Agreement, CITY or SUPPLIER
may, upon wntten 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
performance of this Agreement, without prejudice to any other nght 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.
ARTICLE IV - 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.
ARTICLE V - PAYMENTS
In accordance with the provisions fully set forth in the General Conditions, 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.
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.
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2. The CITY and SUPPLIER 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—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 obligation of indemnity which would otherwise exist as to any party or person
described in this Article. The SUPPLIER 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.
SUPPLIER: Sunstate Meter& Supply, Inc.
14001 W. Newberry Road
Newberry, FL 32669
Attn: Al Ellenburg, President
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
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such sum as the Court may adjudge reasonable as attorneys' fees at tnal 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 SUPPLIER.
6. Assignment. 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.
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. SUPPLIER 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. SUPPLIER 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 2 .T 1'day of MAY s 2015.
City of C rmont
;,`'.-Gail L. Ash, M y
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;'+ gr`�°,'Suns`tate Meter& Supply, Inc.
By:
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N.A. Ellenburg-President
Printed Name and Title
Attest:
ill
Corporate Secretary
Keith Ellenburg
(Name Printed or Typed)
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EXHIBIT A
Sunstate Meter&Supply,Inc. Phone:352332.7106
pp y,
14001 W.Newberry Road,Newberry,FL 32669 Fax:352332.5604
"Florida's Leading Distributor of Automated Meter Reading Systems"
Mr Tim Mattozzi
City of Clermont
Utilities Department
RE: NEPTUNE METER&R450 SYSTEM PRICING—2015
Listed below are the pnces you have requested
Description Unit Pnce
5/8"x3/4"T10 PB Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $170 50
1"TIO BB Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $229 80
1 '/"T10 PB Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $342.30
2"T10 PB Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $455.50
1 %"HP Turbine Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $522.50
2"HP Turbine Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $529 50
3"HP Turbine Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $888.67
4"HP Turbine Meter Complete W/Ecoder Register&Wired or Integrated R450 MIU $1,048 75
3"Tru Flo Compound Meter Complete W/Ecoder Registers $1,580 00
4"Tru Flo Compound Meter Complete W/Ecoder Registers $2,088 75
6"Tru Flo Compound Meter Complete W/Ecoder Registers $3,273 75
3"Tru Flo Compound Meter Complete With Ecoder&Integrated R450 MIU $1,779 00
4"Tru Flo Compound Meter Complete With Ecoder&Integrated R450 MIU $2,287 75
6"Tru Flo Compound Meter Complete With Ecoder&Integrated R450 MIU $3,472 75
4"xl"HPPIIIS FS Compound Meter Complete W/Ecoder Registers $6,473.75
6"xl 1/2"HPPIIIS FS Compound Meter Complete W/Ecoder Registers $9,395 00
8"x2"HPPIIIS FS Compound Meter Complete W/Ecoder Registers $12,202 50
10"x2"HPPIIIS FS Compound Meter Complete W/Ecoder Registers $17,227 50
4"xl"HPPIIIS FS Compound Meter Complete W/Ecoder Registers&Integrated R450 MIU $6,672 75
6"xl 1/2"HPPIIIS FS Compound Meter Complete W/Ecoder Registers&Integrated R450 MIU $9,594.00
8"x2"HPPIIIS FS Compound Meter Complete W/Ecoder Registers&Integrated R450 MIU $12,401 50
10"x2"HPPIIIS FS Compound Meter Complete W/Ecoder Registers&Integrated R450 MIU $17,426 50
2"DI Coated Flanged Meter Strainer $250 00
3"DI Coated Flanged Meter Strainer $356 25
4"DI Coated Flanged Meter Strainer $543.75
6"DI Coated Flanged Meter Strainer $755.56
2"Bronze Flanged Meter Strainer $312.50
3"Bronze Flanged Meter Strainer $562.50
4"Bronze Flanged Meter Strainer $625.00
6"Bronze Flanged Meter Strainer $981 25
Any Size/Model Ecoder Register Only $58.50
Any Size/Model Ecoder Register W/Integrated R450 MIU $158 00
Any Size/Model Ecoder Register wired to R450 Pit MIU $158.00
Wall or Pit 450 MIU Only $99 50
R450 Pit MIU Antenna Assy.Only $28.70
R450 Fixed Based Data Collector $14,000.00
R450 Mini Collector $9,000 00
R450 Fixed Based or Mini Collector Antenna Assy $1,100.00
Shippmg Terms. Freight Allowed
Payment Terms Net 30 Days—Check or ACH Only
Delivery 2—4 weeks ARO
Pricmg Term. January 1,2015—December 31,2015.
Respectfully submitted,
Jeffirtmbnv°g6
Sales Representative
Sunstate Meter&Supply,Inc
Phone 352-516-9791
Email jeff@kimbroughsales com