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2016-57 AGREEMENT FOR MAINTENANCE AND REPAIR OF FIRE APPARATUS EQUIPMENT THIS AGREEMENT, made and entered into this$ day o Al[,j L' 2016, A D , by and between the City of Clermont 685 West Montrose Str--t, Clermont, Flonda (hereinafter referred to as "CITY"), and Hall-Mark RTC, 725 SW 46th Avenue, Ocala, FL 34474 (hereinafter referred to as "CONTRACTOR") WHEREAS, the City of Punta Gorda through the public procurement process awarded an agreement for maintenance and repair of fire apparatus equipment, City of Punta Gorda Number R2015105, WHEREAS, CITY desires to utilize the above-referenced awarded bid, CONTRACTOR's response thereto and agreement in accordance with CITY's procurement policy, and WHEREAS,CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of City of Punta Gorda Contract Number R2015105 WITNESSETH That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows ARTICLE I - SCOPE OF WORK The CONTRACTOR shall provide fire apparatus repair services as descnbed in City of Punta Gorda Contract Number R2015105,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 To the extent of a conflict between this Agreement and Exhibit"A", the terms and conditions of this Agreement shall prevail and govern In all instances the CITY purchasing policy, resolutions and ordinances shall apply 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 Pnce Schedule as set forth in Exhibit 'A', 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 until May 31, 2019, unless terminated or renewed as provided by the City of Orlando 2 Notwithstanding any other provision of this Agreement, CITY may, upon wntten notice to CONTRACTOR, terminate this Agreement if a) without 1 cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt, c) 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 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 3 Upon mutual agreement of the parties,this Agreement may be renewed for three (3) additional one(1) year terms ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all items in the timeframe as set forth in the applicable purchase order or notice to proceed 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 dunng 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 services 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 2 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 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 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 3 reduce any other nght to obligation of indemnity which would otherwise exist as to any party or person descnbed in this Article (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 wntmg and sent by United States mail, certified or registered, with return receipt requested and postage prepaid,or by nationally recognized overnight couner 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 Hall-Mark RTC 725 SW 46th Avenue Ocala, FL 34474 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 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 4 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 pnor 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 Public Records Contractor expressly understands records associated with this project are public records and agrees to comply with Flonda's Public Records law, to include, to (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 this Flonda'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 CONSULTANT upon termination of the contract and destroy any duplicate public records that are 5 exempt or confidential and exempt from public records disclosure requirements All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331 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 3 All documents contained in City of Punta Gorda Contract No R2015105 IN WITNESS WHEREOF, the /parties hereto have executed this Agreement on this cfil/ y of iii"`"""___,'016 City of Cl-,01, nt I: A D. j' ie), Mana:er Attest 4/ i 1 Tracy Ackroyd Howe, City Clerk 6 Hall-Mark RTC ‘j/Y_________________ By4/K/1/Mf V. A (Name Pnnted or Typed) v/ 6v&L m b0 Ti le Attest Corporate Secretary C InnteC.r.� \-rY (Name Pnnted or Typed) tP0 Notary Public State of Flonda Chance M Seder j My Commission FF 185190 'opR Expires 01/23/2019 7 EXHIBIT A AGREEMENT #R2015105/SVC-FIREVEH/1516 BETWEEN CITY AND CONTRACTOR THIS AGREEMENT is dated as of the 31st day of May in the year 2016 by and between The City of Punta Gorda 326 West Manon Avenue Punta Gorda, FL 33950 (941) 575-3302 (Hereinafter"CITY")and Hall-Mark RTC 725 SW 46th Avenue Ocala, FL 34474 (352) 629-6305 (Hereinafter"CONTRACTOR") The Agreement Documents consist of this executed Agreement, the complete Solicitation Package, and CONTRACTOR'S Submittal Package, and all documents that may be executed as a result of this executed agreement City and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: CONDITIONS OF WORK/PURCHASE• All work performed or purchases made shall be in accordance with the terms and conditions of this Agreement and any attachments hereto No other conditions or modifications of these terms and conditions will be effective unless specifically agreed to in wnting by the CITY's appropriate level of authonty Failure of CITY to object to provisions contained in any acknowledgment, document or other communications from CONTRACTOR shall not be construed as a waiver of the Agreement's terms and conditions or an acceptance of any such provision This Agreement and any attachments hereto, constitute the complete and exclusive statement of the parties which supersedes all previous agreements, wntten or oral, and all communications between the parties relating to the subject matter hereof This Agreement shall not be modified, supplemented, qualified or interpreted by any pnor course of dealing between the parties or by any usage of trade Only the CITY's appropnate Change Order Authority can make changes or modifications by issuance of an official change notice. ARTICLE 1.—WORK/COMMODITIES All work to be performed in accordance with the Agreement Documents, Exhibit A and shall be completed in a timely and professional manner The Work under the Agreement Documents may be the whole or only a part is generally described as follows. MAINTENANCE/REPAIR FIRE APPARATUS EQUIPMENT ARTICLE 2.—CITY STAFF RESPONSIBILITIES REPRESENTATIVE — Operations Chief Holden Gibbs, who is hereinafter referred to as REPRESENTATIVE will assume all duties and responsibilities and will have the nghts and authonty assigned to REPRESENTATIVE in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. The REPRESENTATIVE has no implied or expressed authonty to amend this Agreement. CONTRACT MANAGER - The Procurement Manager or their designee, who is hereinafter referred to as CONTRACT MANAGER will assume all duties and responsibilities and will have the nghts and authority assigned to ensure contract compliance and management of the Agreement CONTRACT ADMINISTRATOR — Sr. Purchasing Agent or their designee, who is hereinafter referred to as CONTRACT ADMINISTRATOR shall receive and/or be copied on all correspondence between the CITY and CONTRACTOR for the project and is responsible for all records retention of Agreement correspondence ARTICLE 3.—TERM AGREEMENT A AGREEMENT TERM This Agreement shall be for a three (3) year penod, which shall commence June 1, 2016 The CITY retains the right to renew this initial Agreement under the same terms and conditions upon mutual agreement with the Bidder Agreement for commodities or contractual services may be renewed for a penod that may not exceed 3 years, or the term of the onginal contract, whichever period is longer Renewal of a contract for commodities or contractual services shall be in writing and shall be subject to the same terms and conditions set forth in the initial contract A renewal contract Agreement#R2015105/SVC-FIREVEH/1516 Page 1 of 18 may not include any compensation for costs associated with the renewal Renewals shall be contingent upon satisfactory performance evaluations by the agency and subject to the availability of funds 1. The CITY reserves the right to discontinue the contract in any year of a renewal penod if it is deemed to be in the best interest of the CITY. B NON-EXCLUSNE AGREEMENT* No Guarantee is expressed or implied as to the total quantity of commodities/services to be purchased under any open-end Agreement C ORDERING The_CITY reserves the nght to purchase commodities/services specified herein through contracts established by other governmental agencies or through separate procurement actions due to unique or special needs. If an urgent delivery is required, within a shorter penod than the delivery time specified in the contract and if the CONTRACTOR is unable to comply therewith, the CITY reserves the right to purchase commodities/services from another source without penalty or prejudice to the CITY D FISCAL YEAR PURCHASE ORDER. CONTRACTOR will receive a purchase order for each fiscal year that the Agreement is in existence at pnces quoted per the Agreement E APPROPRIATION OF FUNDS If funds are not appropriated or otherwise made available to support continuation of this Agreement in any fiscal year, the CITY shall have the right to terminate the Agreement without any obligation or penalty. ARTICLE 4.—RESPONSE TIME A. Service contract hours are defined as (1) Standard Contract Hours: Monday through Fnday, excluding Holidays stated below, between the hours of 7:00 a m and 400 p m (2) After Hours/Holiday Hours: After hours for standard business days, Monday through Fnday between 4 01 p m and 6.59 a.m., Weekends beginning Fnday at 4.01 p.m through Monday at 6 59 a.m, and holidays defined as New Year's Day, Memonal Day, July 4th, Labor Day, Thanksgiving and the day after, and Chnstmas Day B The CITY and the CONTRACTOR mutually agree to a response times of 1 Preventative Maintenance Schedule CONTRACTOR shall provide the CITY with a Preventative Maintenance Schedule within ten(10)City business days from the award of the Agreement 2. Scheduled Service Notification: CONTRACTOR shall provide the CITY with a minimum one (1) week notification for scheduled services CONTRACTOR shall complete the scheduled services for each vehicle within twenty-four(24) hours of beginning service 3. Unscheduled Services* CONTRACTOR shall respond on-site for unscheduled repair services within ten (10) business days from receiving wntten or verbal service request from the City. CONTRACTOR shall complete the unscheduled services for each vehicle within twenty-four (24) hours of beginning service unless both parties mutually agree to a different timeframe for repairs. 4. Out of Service Apparatus — CONTRACTOR shall place the vehicle on "TOP PRIORITY" and repairs will begin within twenty-four(24) hours of receiving notice from the CITY a Should emergency service be required beyond the standard contract hours and is requested by the CITY, the CITY shall compensate the CONTRACTOR at the contracted overtime rate. 5 Emergency Operations Event—In the event the CITY is placed in an Emergency Event status (i.e hurncane, flood, etc) the CONTRACTOR shall contact the CITY within twelve (12) hours of the ALL CLEAR to access damage and required repairs to the vehicles Communication may initially be verbal; however, in order to provide proper assessment the CONTRACTOR shall be required to be on-site to inspect the vehicles within twenty-four(24) hours of initial contact C. Response timeframes shall begin at the time the CITY first notified the CONTRACTOR by telephone Agreement#82015105/SVC-FIREVEH/1516 Page 2 of 18 ARTICLE 5 - RIGHT TO REOUIRE PERFORMANCE A Failure of the CITY at any time to require performance by the CONTRACTOR of any provision of this Agreement shall not waive the nght of the CITY thereafter to enforce same, nor waive the right of the CITY to enforce any breach of any provision of this Agreement, nor waive any succeeding breach of such provision, nor as a waiver of any provision itself B In the event of a violation of any part of this Agreement by the CONTRACTOR, the CITY shall, among other remedies available under law, have the legal remedy'of specific performance in order to enforce the provisions of this Agreement to prevent any interruption of service to the residents of the CITY. In the event that a dispute arises between the CITY and the CONTRACTOR relating to this Agreement, performance, or compensation hereunder, the CONTRACTOR shall continue to render service in full compliance with all terms and conditions of this Agreement as interpreted by the CITY, regardless of such dispute However, this shall not prevent the CONTRACTOR from seeking legal relief from any interpretation made by the CITY C. PERFORMANCE/SCHEDULE DEFICIENCIES - The CITY and the CONTRACTOR mutually agree response time compliance and performance compliance are critical and failure to provide service in accordance with this Agreement is a detnment to CITY services and the public Therefore, the CONTRACTOR agrees to credit the CITY for deficiencies not remedied or for failure to complete the work as assigned or designated in the scope of work. Any amount deducted that is greater than the amount billed on any given invoice shall become a credit to the City, and shall be applicable to any other amounts due to the contractor 1 Performance Deficiencies: Performance deficiencies are defined as failure to perform quality services for maintenance, repairs, or occasional installations in accordance the Agreement's specifications, installation of inferior parts and materials, or labor performed by unknowledgeable or improperly trained staff Deduction shall equal 10% of the service performed Failure to correct the performance deficiency by the extended deadline shall result in an additional automatic deduction of five percent(5%). The deduction(s) will reduce the CONTRACTOR'S invoice and the CITY will pay according to the adjustment amount due 2 Schedule Deficiencies Deduction shall be automatic and in the amount of ten percent(10%) of the amount of work assigned for failure to maintain schedule for maintenance, response times or completion timelines for services. Failure to complete the work assigned by the extended deadline shall result in an additional automatic deduction of five percent(5%) The deduction(s)will reduce the CONTRACTOR's invoice and the CITY will pay according to the adjustment amount due D The CITY reserves the nght to cancel this AGREEMENT in its entirety should the CONTRACTOR fail to meet the response time or performance requirements five(5)times within any six(6) month penod. E. DEFICIENCY REPORTING AND RECTIFICATION PROCESS 1. Thee City will submit a deficiency report to the designated supervisor within twenty-four(24) hours the deficiency is reported 2. Contractor shall be required to email notice to the City Representative indicating the deficiency has been rectified within forty-eight(48) hours from the time of receiving wntten notice by the City reporting the deficiency. The City will inspect and determine if the deficiency was rectified to the City's satisfaction and in accordance with the Agreement requirements ARTICLE 6.—CANCELLATION OF CONTRACT A. CANCELLATION CLAUSE This Agreement may be terminated by CITY or the CONTRACTOR should CONTRACTOR or CITY fail to provide in any substantial manner the services and/or commodities required under this Agreement, or otherwise fails to comply with the terms of this Agreement or the Agreement Documents, or violates any ordinance, regulation or other law which applies to its performance under this Agreement The CITY or the CONTRACTOR may terminate this Agreement under this subparagraph by giving five (5) calendar days wntten notice. The CITY, at its option, may give CONTRACTOR a reasonable penod of time to cure the noncompliance B The CITY may terminate this Agreement for any reason and without cause by giving thirty (30) calendar days wntten notice to CONTRACTOR Upon such termination, CONTRACTOR will be compensated for the value of the services performed and/or commodities delivered to the date of termination C DELAYS AND EXCUSED PERFORMANCE/FORCE MAJEURE CONTRACTOR shall not be considered in default by reason of failure, which arises out of causes reasonably beyond the CONTRACTOR'S control, and without its fault or negligence Such causes may include, however, not limited to• Acts of God, the City's omissive and commissive failures, natural or public health emergencies, labor disputes, freight embargos Agreement#82015105/SVC-FIREVEH/1516 Page 3 of 18 ARTICLE 7.—AGREEMENT PRICING A DELIVERED PRICES. Agreement prices are FREIGHT PREPAID AND ALLOWED/ FOB DESTINATION CITY FACILITY Agreement prices shall be net of all labor, materials, parts, freight, handling, delivery, surcharges, or any other incidental charges that may be required for the completion of the contract Agreement pnce schedule is defined in Exhibit A B PRICING STRUCTURE CONTRACTOR agrees to supply the CITY the items and/or services based on the below pnce structure. 1 Labor and/or specific services or commodity related unit prices shall remain fixed for the first year of the Agreement a The City will not compensate for travel time 2. The administrative fee for parts and matenal shall be defined as a minimum of minimum 5% discount from MSRP/Retail pnce and shall remain fixed for the term of the Agreement. C PRICE ADJUSTMENTS 1. MAXIMUM PERCENTAGE INCREASE The CONTRACTOR and the CITY have agreed to establish a maximum percentage increase for the second and third years of the initial Agreement The CONTRACTOR shall be responsible for providing written documentation supporting the requested increase to the CONTRACT ADMINISTRATOR in accordance with the Price Adjustment terms stated in this Article. b Second year of the initial Agreement's maximum percentage increase is defined as 5% c Third year of the initial Agreement's maximum percentage increase is defined as 5%. 2 The CITY will allow one (1) price adjustment in the second year of the initial Agreement and one (1) price adjustment in the third year of the initial Agreement It will be at the CITY'S discretion to continue the second and/or the third year of the initial contract However, additional consideration by the CITY may be given for extreme and unforeseen volatility in the marketplace as specified in section relating to"Equitable Adjustments" 3. Pnce adjustments dunng the second and third year of the initial Agreement will be allowed, but shall not exceed the maximum percentage increase proposed for that period The requested adjustment must be submitted to the CONTRACT ADMINISTRATOR accompanied by substantiating proof of necessary increase (i e inflationary surge in fuel, wages, insurance or an unexpected cost increase from a supplying aggregate mine) In this event, wntten justification itemizing the adjustments and stating the percentage of increase must be forwarded to CONTRACT ADMINISTRATOR CONTRACT ADMINISTRATOR will compare the requested pnce increase with the CPI index (Urban Consumers) South Region percent of change for the past twelve (12) months immediately preceding the date of written request If justified and approved, this request will become effective thirty (30) days from the date the notice was received by CONTRACT ADMINISTRATOR from the CONTRACTOR for all purchases and services ordered after the effective date (thirty (30) days from City receipt of request) If the CONTRACTOR fails to justify the requested increase, CITY reserves the nght to reject the pnce increase and cancel the balance of the contract. 4 Equitable Adjustments The CITY may, in its sole discretion, make an equitable adjustment in the Agreement terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following cntena. (1) the volatility is due to causes wholly beyond the CONTRACTOR'S control, (2) the volatility affects the marketplace or industry, not just the particular Agreement source of supply, (3)the effect on pricing or availability of supply is substantial; and (4) the volatility so affects the CONTRACTOR that continued performance of the Agreement would result in a substantial loss Any and all equitable adjustments may be considered temporary due to the reason for adjustment All equitable adjustments will be evaluated by the CONTRACT ADMINISTRATOR to determine if the reason for adjustment is still valid. If the reason for the adjustment is no longer valid,the CITY will terminate the adjustment and notify the CONTRACTOR 5 The CITY reserves the nght to negotiate the contract if the pnces exceed the current marketplace 6. CONTRACT RENEWAL a Pnce adjustment, during the optional renewal period, will be allowed However, the CITY will allow only one (1) adjustment for each year of the renewal period Requirements for requesting a pnce adjustment shall be in accordance with the Price Adjustments section above and subject to CITY approval b The CITY reserves the nght to negotiate the contract if the pnces exceed the current marketplace Agreement#R2015105/SVC-FIREVEH/1516 Page 4 of 18 ARTICLE 8.—INVOICING/PAYMENT TERMS A The payment terms agreed upon by the CITY and CONTRACTOR are Net 30 The method of payment is credit card or check in US dollars B The City shall make payment on all invoices in accordance with the Flonda Prompt Payment Act, sections 218 70 through 218 79, Florida Statutes C INVOICES Invoices shall bear upon their face the Purchase Order number Invoices must state the City vehicle unit number, descnption of services, invoice items description (labor and parts), and must show units and unit prices Invoices will not be paid unless and until the requirements have been fully met Unit prices shall include all transportation and delivery charges must be prepaid in full to destination 1 Any individual part exceeding $200.00 net pnce to the City must have MSRP/LIST pnce documentation attached to the invoice for verifying contract pncing The CITY reserves the right to request MSRP/List pnce documentation for any parts purchased. 2. The invoice must state the MSRP/List pnce and Net Pnce to the City for all parts D LABOR TIME shall be prorated to the quarter hour( 25 hour) E PRICE/SALES TAX Unless otherwise specified herein,the unit prices herein do not include sales or use tax ARTICLE 9.—WARRANTY/GUARANTEES A COVENANT AGAINST GRATUITIES• CONTRACTOR warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by CONTRACTOR, or any agent or representative of CONTRACTOR, to any officer or employee of CITY with a view toward securing this Agreement or favorable treatment with respect to any determination concerning the performance of this Agreement In the event of breach of this warranty, CITY shall be entitled to pursue the same remedies including, but not limited to, termination, against CONTRACTOR as it could pursue in the event of CONTRACTOR's default B. PRODUCTS WARRANTY Product or matenal shall be warranted against any defects in materials and workmanship This penod of manufacturer's warranty shall begin to run at the time the product(s) or matenal(s) are received, inspected, and accepted by a representative of the CITY. A one (1) year warranty shall apply unless otherwise specified in the solicitation package C SERVICE WARRANTY Services and/or work shall be warranted against any defects in workmanship. This period of warranty shall begin to run at the time the completed, inspected, and accepted by a representative of the CITY A one (1) year warranty shall apply unless otherwise specified in the solicitation package. D MERCHANTABILITY WARRANTY. The goods or items furnished shall be of a merchantability quality. They also shall be suitable for the particular purpose as referenced in the solicitation document and in all supporting literature relating to the goods or items being purchased. E SPECIFICATION WARRANTY. The awarded CONTRACTOR warrants that all services will be in full accordance with the specifications and requirements of this soliatation document and this Agreement. ARTICLE 10. -CHANGE ORDER TO CONTRACT A All requests for changes to the resulting Agreement shall be made in writing and are subject to wntten acceptance by the appropriate level of City authority B The following the Change Order Authority Levels for the CITY 1 Procurement Manager - the Procurement Manager may approve change orders in a singularly or cumulatively amount that does not exceed 25% of the total contract pnce with a maximum cap of fifty thousand dollars ($50,000 00) with the exception of contracts requiring City Council's approval for an award. The Procurement Manager may authonze contract time extension in excess of five (5) days and non-monetary changes, which are not considered minor, which do not result in a change in the contract amount 2 City Manager-the City Manager may approve all change orders with the exception of contracts that require the City Council's approval 3 City Council - the City Council shall approve change orders for exemption contract that are reserved for City Council approval (i e Franchises, inter-local agreements, land, legal, auditing, actuanal services and medical director) C The CONTRACTOR fully understands the CITY's Change Order Policy. In the event the CONTRACTOR begins work on unauthorized changes to scope pnor to receiving a signed Change Order by the CITY's appropnate level of authonty, they do so at their own expense and nsk not being compensated by the CITY for performing unauthonzed work. CITY Agreement#R2015105/SVC-FIREVEH/1516 Page 5 of 18 REPRESENATIVE is not authorized to make implied or expresses changes to this Agreement or waive any Agreement provisions ARTICLE 11. -INSURANCE REQUIREMENTS The CONTRACTOR, before commencing any work, shall provide insurance and furnish the City with a Certificate of Insurance as follows: • THE CITY IS TO BE SPECIFICALLY INCLUDED AS AN ADDITIONAL INSURED (WITH REGARDS TO GENERAL LIABILITY) ENDORSEMENT DOCUMENTATION SHALL BE PROVIDED • THE AGREEMENT NUMBER "#R2015105/SVC-FIREVEH/1516" SHALL BE REFERENCED IN THE DESCRIPTION/COMMENT SECTION OF THE CERTIFICATE OF INSURANCE o A CITY Division, Department or individual name shall NOT appear on the Certificate. • THE CITY SHALL BE NAMED AS CERTIFICATE HOLDER PLEASE NOTE THAT THE CERTIFICATE HOLDER SHOULD READ AS FOLLOWS: City of Punta Gorda 326 W. Marion Avenue Punta Gorda, Flonda 33950 NO OTHER FORMAT WILL BE ACCEPTABLE. • GENERALLY REQUIRED COVERAGE INCLUDES o COMMERCIAL GENERAL LIABILITY- Not less than $500,000 per occurrence; combined single limit for bodily injury liability and property damage liability This shall include the following endorsements. premises and/or operations, independent contractors and products and/or completed operations, broad form property damage. o Business Auto Policy - Not less than $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability This shall include Owned Vehicles, Hired and Non-Owned Vehicles, and Employees Non-Ownership o Workers Compensation —Insurance covenng all employees meeting Statutory Limits in compliance with the applicable state and federal laws The coverage must include Employers' Liability with a minimum of $100,000 00 for each accident. • Workers Compensation Exemption Granted by the State of Flonda Construction and Non- Construction —CONTRACTOR meeting the State's requirements for Construction or Non-Construction (Non-Construction for Corporations and LLC) exemption must hold a current Exemption Certificate issued by the State of Flonda for the term of this Agreement • Workers Compensation Exemption for Non-Construction Sole Proprietors—CONTRACTOR shall have on file the City's signed affidavit of exemption for the term of this Agreement. Should any of the policies be cancelled before the expiration thereof, notice will be delivered in accordance with the policy provisions CONTRACTOR shall provide notice to CITY at any time CONTRACTOR becomes aware of any cancellation or material change in the above insurance policies ARTICLE 12. -CONTRACTOR'S REPRESENTATIONS A In order to induce City to enter into this Agreement, CONTRACTOR makes the following representations and assurances 1. CONTRACTOR must maintain current"EMERGENCY VEHICLE TECHNICIAN" certificates through the term of the Agreement CONTRACTOR must furnish the CITY copies as new employees are hired or existing employees certification expires 2 CONTRACTOR shall be legal to perform business within the state of Flonda If CONTRACTOR is outside of the state of Flonda they hold a current Certificate of Authonty issued through the Department of State and in accordance with Flonda Statute 607 1501. 3 CONTRACTOR shall hold and maintain current Business Tax Receipt for CONTRACTOR'S locality for the term of this Agreement CONTRACTOR shall hold and maintain current City of Punta Gorda Business Tax Receipt for the term of this contract IF their business if physically located within the city limits Agreement#R2015105/SVC-FIREVEH/1516 Page 6 of 18 4 CONTRACTOR has familiarized himself with the nature and extent of the Contract Documents, Work, Locality, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Work 5. CONTRACTOR shall comply with all Federal, State and Local rules, policies and ordinance in the performance of their work and document management 6 CONTRACTOR has given CONTRACT ADMINISTRATOR written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by CONTRACT ADMINISTRATOR is acceptable to CONTRACTOR 7. SUBCONTRACTORS—NOT AUTHORIZED 8. EQUAL EMPLOYMENT OPPORTUNITY: City of Punta Gorda, Flonda, in accordance with the provisions of Title VI of The Civil Rights Act of 1964(78 Stat. 252)and the Regulations of the Department of Commerce(15 CFR, Part 8) issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this advertisement and will not be discriminated against on the grounds of race, color or national ongin in consideration for an award All bidders are hereby notified that the successful bidder(Contractor) must and shall comply with the Civil Rights Act of 1964,the Age Discnmination in Employment Act,the Rehabilitation Act of 1973, the Americans with Disabilities Act and the Florida Civil Rights Act, all as amended. Specifically, Contractor agrees that' a. No person shall, on the grounds of race, color,sex, religion,age, disability, national origin or manta)status, be excluded from participation in, be denied the benefits of,or be otherwise subjected to discrimination under any program, activity or service funded through the contract b Contractor will not discnminate against any employee or applicant for employment because of race, color, religion, sex, age, disability, national origin or marital status Contractor agrees to post in a conspicuous place, available to employees and applicants for employment, notices setting forth the provisions of this non-discnmination clause c Contractor will, in all solicitations or advertisements regarding program activities, services provided or applications for employment,state that all qualified applicants will receive consideration for services or employment without regard to race, color, religion, sex,age, disability, national origin or marital status d City may require Contractor to submit reports as may be necessary to indicate non-discrimination. City officials will be permitted access to Contractor's books, records,accounts and other sources of information and its facilities as may be pertinent to ascertain compliance with non-discnmination laws. It is expressly understood that City shall have the right to terminate the Agreement upon receipt of evidence of discnmination. 9 Contract Work Hours/Safety Standards Act CONTRACTOR shall be in compliance with provisions of Section 103 and Section 107 of Contract Work Hours and Safety Standards Act(40 U.S.C. 327-330) and as supplemented by the Department of Labor Regulations(Part V, 28CFR). 10.SAFETY COMPLIANCE It shall be the CONTRACTOR'S sole responsibility to comply with all Local, State and Federal rules and regulations while performing work for the City These regulations include, but are not limited to Confined Space, Lock-out/Tag-out, Hazard Communications, Personal Protective Equipment, Excavation Safety, Respiratory Protection, and Hot Work Permits. 11 Competent Personnel. CONTRACTOR warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in this scope of work. ARTICLE 13.—INDEMNIFICATION / LIMITS OF LIABILITY A. INDEMNIFICATION The CONTRACTOR shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the CITY and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and descnption, including attorneys'fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by CONTRACTOR, its agents, employees, partners, or subcontractors, provided, however, that the CONTRACTOR shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the CITY or a Customer Further, the CONTRACTOR shall fully indemnify, defend, and hold harmless the CITY and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, ansing from or relating to violation or infringement of a trademark, copynght, patent, trade secret or intellectual property nght, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification or CONTRACTOR'S products or a Customer's operation or use of CONTRACTOR'S products in a manner not contemplated by the Agreement or the purchase order. If any Agreement#R2015105/SVC-FIREVEH/1516 Page 7 of 18 product is the subject of an infnngement suit or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor-may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non-infnnging If the CONTRACTOR is not reasonably able to modify or otherwise secure the Customer the nght to continue using the product, the CONTRACTOR shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use The customer shall not be liable for any royalties The CONTRACTOR'S obligations under the preceding two paragraphs with respect to any legal action are contingent upon the CITY or Customer giving the CONTRACTOR (1) wntten notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at CONTRACTOR's sole expense The CONTRACTOR shall not be liable for any cost, expense, or compromise incurred or made by the City or Customer in any legal action without the CONTRACTOR'S prior written consent, which shall not be unreasonably withheld B LIMITATION OF LIABILITY For all claims against the Contractor under any individual purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under this Agreement for direct damages shall be limited to the greater of$25,000, or the dollar amount of the purchase order, or two times the charges rendered by the Contractor under this Agreement This limitation shall not apply to claims ansing under the Indemnity paragraph contained in this agreement Unless otherwise specifically enumerated in the Agreement or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the purchase order requires the CONTRACTOR to back-up data or records), even if the party has been advised that such damages are possible No party shall be liable for lost profits, lost revenue, or lost institutional operating savings The CITY and Customer may, in addition to other remedies available to them at law or equity and upon notice to the CONTRACTOR, retain such monies from amounts due the CONTRACTOR as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them The CITY may set off any liability or other obligation of the CONTRACTOR or its affiliates to the CITY against any payments due the CONTRACTOR under any contract with the CITY ARTICLE 14. ADMINISTRATIVE FEE TO CITY A The CONTRACTOR shall compensate the CITY in an amount equal to two percent(2%)for all services and purchases made by Entities authorized to Piggy-Back the Agreement during the Agreement term (Participating Addendum—Exhibit B).This administrative fee shall not be charged back to the piggy-backing Entities. B The CONTRACTOR shall provide semi-annual spending and volume reports to the CITY's Procurement Division for all Entities purchasing from the Agreement Semi-annual report dates are defined as December 31 and May 31 All reports shall be delivered to the City's Procurement Division no later than the 15th day of the following month The format of the reports may be either in hardcopy and/or in a Microsoft Excel file. C. The CONTRACTOR shall make annual payments for the Administrative Fee to the CITY The payment will be based on the period of June 1 through May 31 for each contract year or a portion thereof Payments shall be received by the CITY no later than June 30th. The annual payments shall be based on the Semi-Annual reports for the Piggy- Backing entities The compensation shall be in a form of a business or certified check and made payable to the City of Punta Gorda CONTRACTOR shall deliver the check to the attention of the CITY's Procurement Manager. D The CONTRACTOR must not perform any services or provide parts under this Agreement to an Entity without a executed Participating Addendum signed by the City of Punta Gorda. ARTICLE 15. - MISCELLANEOUS A PUBLIC RECORDS COMPLIANCE 1 CONTRACTOR'S RESPONSIBILITY FOR COMPLIANCE WITH CHAPTER 119, FLORIDA STATUTES Pursuant to Section 119 0701, F S, CONTRACTOR agrees to comply with all public records laws, specifically to. a. Keep and maintain public records required by the CITY to perform the service i The timeframes and classifications for records retention requirements must be in accordance with the General Records Schedule GS1-SL for State and Local Government Agencies (See http//dos dos state tl us/bbrarv-arch/ves/records-manaaement/ceneral-records schedules/). ii Records include all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other matenal, regardless of the physical form, charactenstics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business with the City CONTRACTOR'S records under this Agreement include but are not limited to, supplier/subcontractor invoices and contracts, project documents, meeting notes,emails and all other documentation generated dunng this Agreement Agreement#R2015105/SVC-FIREVEH/1516 Page 8 of 18 b Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the cost provided for by law If a CONTRACTOR does not comply with the CITY's request for records, CITY shall enforce the provisions in accordance with the contract c Ensure that project records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of this Agreement if the CONTRACTOR does not transfer the records to CITY. d Upon completion of the contract, transfer, at no cost, to the CITY all public records in possession of the CONTRACTOR or keep and maintain public records required by the CITY to perform the service. If the CONTRACTOR transfers all public records to the CITY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements If the CONTRACTOR keeps and maintains public records upon the completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public,records. All records kept electronically must be provided to the CITY, upon request from the CITY'S custodian of public records, m^a format that is compatible with the information technology systems of the CITY A CONTRACTOR who fails to provide the public records to the CITY within a reasonable time may also be subject to penalties under Section 119 10, Florida Statutes. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY OF PUNTA GORDA PURCHASING DIVISION CUSTODIAN OF PUBLIC RECORDS AT (941)575-3366, PGPURCH@PGORDA.US, OR 326 W. MARION AVENUE, PUNTA GORDA FL 33950. B CITY'S RIGHT TO AUDIT The CITY reserves the nght to audit the CONTRACTOR'S records throughout the term of the Agreement and in accordance with Public Records requirement established for the retention period C AUDIT DISALLOWANCES If at any time the CITY determines that a cost for which payment has been made is a disallowed cost, such as overpayment, CITY shall notify the CONTRACTOR in wnting of the disallowance. CITY shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the CONTRACTOR by the amount of the disallowance, or to require repayment of the disallowed amount by the CONTRACTOR D SETTLEMENT OF DISPUTES 1. Any dispute concerning a question of fact arising under this Agreement that is not resolved by the Agreement shall be decided by the CONTRACT MANAGER, who may consider any wntten or verbal evidence submitted by the CONTRACTOR. The decision of the CONTRACT MANAGER, issued in wnting, shall be the final decision of the CITY 2. Neither the pendency of a dispute nor its consideration by the CONTRACT MANAGER will excuse the CONTRACTOR from full and timely performance in accordance with the terms of this Agreement E SUBSTITUTIONS In the event the CONTRACTOR, due to manufacturer or supplier discontinuing specified parts, is unable to secure sufficient supplies to fulfill all orders, the CONTRACTOR will be allowed to substitute an item of equal or better quality provided. 1 The product is sold at the contract pnce, 2 The CITY is contacted in writing in advance of the substitution, 3. The City retains the right to determine"equal or better quality", and 4. The CITY gives written approval of substitution If the Bidder is unable to fulfill all obligations in accordance with these terms and conditions, the City may acquire the product in the open marketplace with any cost increase being the responsibility of the Bidder F Material Safety Data Sheet, MSDS In compliance with Chapter 442, Flonda State Statutes, manufacturers and distnbutors shall supply the City with a MATERIAL SAFETY DATA SHEET (MSDS), for any and all commodities contained in this solicitation that include a toxic substance as listed on the Flonda Substance List. Bidder shall include MSDS's with shipments. G No assignment by a party hereto of any nghts under or interests in the Agreement Documents will be binding on another party hereto without the wntten consent of the party sought to be bound, and specifically but without limitations, Agreement#82015105/SVC-FIREVEH/1516 Page 9 of 18 moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restnctron may be limited by law), and unless specifically stated to the contrary In written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Agreement Documents. H JURISDICTION AND VENUE. This Agreement shall be construed in accordance with the laws of the State of Florida, and the parties hereto agree that venue shall be in Charlotte County, Florida. I ATTORNEY'S FEES In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees,costs and expenses 3 CITY and CONTRACTOR each binds himself/herself, his/her partners, successors, assigns and legal representatives to the other party hereto, his/her partners successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Agreement Documents No assignment by a party hereto of any rights under or interests in the Agreement Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitations, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in wntten consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Agreement Documents K. The CITY and the CONTRACTOR agree that this Agreement sets forth the entire Agreement between the parties, and that there are no promises or understandings other than those stated herein None of the previous terms and conditions contained in this Agreement may be added to, modified, superseded, or otherwise altered, except by written instrument executed in full concurrence by the parties thereto IN WITNESS WHEREOF, the undersigned signatories declare they are authorized to enter into this Agreement and sign on behalf of their respective party All portions of the Agreement Documents ha • been acknowledged by CONTRACTOR and CITY. The parties hereto have signed this Agreement in duplicate One co terpart each has been delivered to CITY and CONTRACTOR OrINN1r` t—`' ^ I CONTRA ��� K RTC Witness Address for giving Notfces..gpubic p„ sue a Fwd. nt Name: (I1'Z/4.4'1 D. L 725 SW 46th Avenue 41: Chance M Seiler / Ocala, FL 34474 '+� My Commission FF 183190 5/a`/�` or w Expires 01/2=019 CITY OF PUNTA GORDA By. Witness Address for giving Notices: Print Names Howa Kunik. City Manager Procurement Office �3,/2a76 326 W. Marion Avenue Date. "� Punta Gorda,FL 33950 Agreement 8R2015105/SVC-FIREVEHH516 Page 10 of 18 EXHIBIT A TO AGREEMENT - FIRE APPARATUS PM/REPAIRS AGREEMENT # R2015105/SVC-FIREVEH/1516 INITIAL PERIOD ® RENEWAL PERIOD ❑ EXTENSION El CONTRACT PERIOD: June 1, 2016 THRU May 31, 2019 PRICES EFFECTIVE THROUGH: May 31, 2017 Deb Adams, CONTRACT ADMINISTRATOR - dadams@pgorda.us, fax 941-575-3340, or 326 W. Marion Avenue, Punta Gorda, FL 33950 SHALL be copied on all correspondence relating to this contract. AWARDED VENDOR Hall-Mark RTC PRIMARY ORDERING CONTACT INFORMATION Lisa Scott EMAIL Iscott@hall-markfire.com TELEPHONE: 352-629-6305 FAX. 352-629-8760 CELL 352-653-4800 MAILING ADDRESS• 725 SW 46th Ave, Ocala, FL 34474 ALTERNATE ORDERING CONTACT INFORMATION George Scott EMAIL: gscott@hall-markfire.com TELEPHONE: same FAX: same CELL 352-572-2575 PRIMARY CONTRACT CONTACT INFORMATION• Bill Alm EMAIL balm@hall-markfire corn TELEPHONE 352-629-6305 FAX 352-629-3744 CELL n/a MAILING ADDRESS: same ALTERNATE CONTRACT CONTACT INFORMATION Chance Seiler EMAIL cseiler@hall-markfire corn TELEPHONE 352-632-6305 FAX• 352-629-3744 CELL n/a ****AERIAL CERTIFICATION AND GROUND LADDER CERTIFICATION/HEAT LABELS ARE NOT ON CONTACT. THE CITY TO CONTRACT SEPARATELY FOR THESE SERVICES **** PAYMENT TERMS: Net 30 ACCEPT CREDIT CARDS: ® Yes El No CREDIT CARD PROCESS Department to pay invoices with credit card MAXIMUM PERCENTAGE INCREASE 2ND YEAR - 5% 3RD YEAR - 5% DELIVERY TIME Parts 1 to 7 calendar days Service contract hours are defined as: 2) Standard Contract Hours Monday through Friday, excluding Holidays stated below, between the hours of 700a.m and400pm 3) After Hours/Holiday Hours After hours for standard business days, Monday through Fnday between 4.01 p m and 6 59 a.m, Weekends beginning Fnday at 4 01 p m. through Monday at 6 59 a m., and holidays defined as New Year's Day, Memonal Day, July 4th, Labor Day,Thanksgiving and the day after, and Christmas Day Response times: 1) Preventative Maintenance Schedule CONTRACTOR shall provide the CITY with a Preventative Maintenance Schedule within ten (10)City business days from the award of the Agreement. Exhibit A to Agreement#R2015105/SVC-FIREVEH/1516 Page 11 of 18 2) Scheduled Service Notification. CONTRACTOR shall provide the CITY with a minimum one (1) week notification for scheduled services CONTRACTOR shall complete the scheduled services for each vehicle within twenty-four(24) hours of beginning service 3) Unscheduled Services CONTRACTOR shall respond on-site for unscheduled repair services within ten (10) business days from receiving written or verbal service request from the City CONTRACTOR shall complete the unscheduled services for each vehicle within twenty-four (24) hours of beginning service unless both parties mutually agree to a different timeframe for repairs. 4) Out of Service Apparatus — CONTRACTOR shall place the vehicle on "TOP PRIORITY" and repairs will begin within twenty-four(24) hours of receiving notice from the CITY b Should emergency service be required beyond the standard contract hours and is requested by the CITY, the CITY shall compensate the CONTRACTOR at the contracted overtime rate 5) Response timeframes shall begin at the time the CITY first notified the CONTRACTOR by telephone DEPARTMENT REQUIREMENTS 1) Supervisors shall verify contract rates on all invoices prior to authorizing payment of invoices 2) Prices bid shall be net of all costs for labor, matenal, equipment, freight, handling, surcharges, travel, transportation and all other inadental costs to deliver the services and parts purchases. NOTE Freight for parts to be prepaid by Contractor and added to the invoice Item Description COPG& Preferred Fleet(Partial Retail UOM Fleet(All REV REV Product (Non-REV Product Emergency Product Emergency Fleet) Customer) Fleet) SEMI-ANNUAL PREVENTATIVE MAINTENANCE SERVICES in accordance with the scope of services and 1 attachment A Includes all parts, matenals, labor,fluids and all other incidentals to complete the service— Includes NFPA/EVT services 1 A Custom Pumpers , Each $950.00 $975.00 $999 00 1 B Aenal Each $1,050 00 $1,075 00 $1,100 00 2 ANNUAL MAINTENANCE—Includes all PM services in Semi-Annual and a two(2) hour NFPA Compliant Performance Pump Test with wntten certification—Indudes NFPA/EVT services 1.A Custom Pumpers Each $950.00 $975.00 $999 00 1 B Aenal Each $1,650 00 $1,900.00 $2,100 00 3 TRANSMISSION SERVICE Custom Pumpers, including NON-synthetic 3 A fluids and replacement of filters and Each $375 00 $400.00 $420.00 screens. Aenal, including NON -synthetic fluids and 3 BEach $375 00 $400.00 $420 00 replacement of filters and screens Exhibit A to Agreement#R2015105/SVC-FIREVEH/1516 Page 12 of 18 L Item Description COPG& Preferred Fleet(Partial Retail UOM Fleet(All REV REV Product (Non-REV Product Emergency Product Emergency Fleet) Customer) Fleet) Custom Pumpers, including Synthetic 3 C fluids and replacement of filters and Each $577 50 $603 00 $630 00 screens 3.D Aenal, including Synthetic fluids and Each $575.50 $603.00 $630.00 replacement of filters and screens 4 REPAIR LABOR RATES—The City will not compensate for travel time to City facility NORMAL BUSINESS HOURS - Per man hour 4 A labor charge The City will not compensate Hour $99.00 $105.00 $110.00 for travel time AFTER HOURS/HOLIDAY HOURS— Per man 4 B hour labor charge The City will not Hour $148.00 $157 50 $165 00 compensate for travel time. 5 PARTS—Minimum Discount Off MSRP/List Percent 5% 3% 0% Pnce for parts 6 SUBLET SERVICES—All sublet services must pnor wntten approval by the City Percentage applies to Sublet Contractor's invoices to Hall-Mark. A copy of all invoices must accom any the invoice. - Sublet Charges under$1,000 Percent 10% 15% 20% - Sublet Charge$1,000 or greater Percent 5% 10% 15% 1) SCOPE OF SERVICES a) SERVICE LOCATION (1) Bidder shall be required to perform maintenance services and repair services at designated City locations. (2) In the event a service or repair cannot be performed at a City location, the City reserves the right to deliver equipment to Contractor's location or request Contractor to arrange for transporting equipment and include costs on the invoice b) PREVENTATIVE MAINTENANCE SERVICES (1) The following inspection and service shall be performed semi-annually (a) Oil and Filter Change (b) Change fuel filter (c) Inspection of Fire Engine to include. (i) All electncal components; (ii) Pump Test, (iii) Engine, and (iv)Transmission (2) The following service shall be performed annually (a) Two-hour NFPA compliant performance pump test with Certification Exhibit A to Agreement#R2015105/SVC-FIREVEH/1516 Page 13 of 18 (3) Prices proposed for the semi-annual(2 times per year)and annual (1 time per year)services shall include all labor, matenals, parts,equipment, fluids, and any other incidentals that may be required to complete the scope of service Items excluded are strobe or mercury vapor lights (4) A service report and an Annual Performance Certificate shall be supplied to the City after service or annual performance pump test is performed The report shall include all points of inspection as well as anything that the service techniaan repairs or recommends to be repaired (5) Refer to the attached checklist(Attachment A)for minimum services and inspections to be provided for each maintenance service (a) Bidder may provide additional services and inspections above the City established minimum level of service Bidder shall disclose in their submittal packages additional services proposed, which are not included in the City's minimum level of service c) REPAIR SERVICES (1) The Bidder shall be required to provide repair services as approved by the City (a) A wntten estimate for labor and parts shall be furnished to the City pnor to beginning work for all repairs exceeding $1,000 00 Work shall not commence until the Offeror has received wntten approval from the City (2) The Bidder shall indicate their applicable repair cost, minimum service fee and cost for replacement parts in the Bid Line Item section of the on-line Bid Request (3) Out of Service Apparatus. It will be the City's option to waive the wntten estimate requirement Examples of"Out of Service Apparatus"are: Pump does not work, Truck inoperable, and/or Apparatus is at nsk of further damage d) EMERGENCY OPERATIONS SUPPORT i) The Contractor shall be responsible for providing service and repairs after an emergency event such as a hurricane ii) Contractor shall be responsible to begin repairs upon approval by the City Repairs not performed due to lack of parts shall be completed immediately upon the Contractor's receipt of the parts iii) Compensation for services shall be based on the Emergency Operations — Standard Contract Hours and Emergency — After hours/Emergency Contract Hours rates, and the applicable discount from retail or manufacturer's pnce list e) PARTS i) Parts furnished under the contract shall be the latest improved parts in current production, as offered to commercial trade, shall be of quality material and shall equal that of onginal manufacturer parts. Onginal Equipment Manufacturer(OEM) parts are preferred. Used, shopworn,demonstrator, prototype, reconditioned or discontinued parts or matenals are not acceptable. The warranty period for Contractor provided matenals shall be for a period of one year after acceptance of work or within the manufacturer's warranty,whichever is greater The warranty period shall commence upon date of acceptance by the City. Contractor shall provide the City Representative with all manufacturers' warranty documents Parts replaced shall be retained by the City unless otherwise given to the Contractor. ii) Hazardous Materials The vendor shall properly dispose of all hazardous matenals inclusive of, but not limited to, used/contaminated fuels, lubncants and filters, in accordance with Federal, State, and local laws and ordinances The vendor shall provide the City, a copy of a standard form of transportation manifest showing that all used/contaminated fuels, lubncants and filters were properly handled and disposed of dunng each occurrence. iii) The City will not compensate the Offeror for surcharges,taxes or hazardous matenal disposal fees. f) EQUIPMENT LISTING i) Current Fleet Exhibit A to Agreement#R2015105/SVC-FIREVEH/1516 Page 14 of 18 (1) One each—2004 E-1 Quint Aenal Trucks (2) Two each—2003 E-1 Typhoon Custom Pumpers (3) One each— 1997 Pierce Saber Custom Pumper ii) The City reserves the right to add or delete equipment at any time dunng the contract penod. Procurement and the contractor will negotiate applicable PM service rates as may be required g) PEFORMANCE OF SERVICES i) The Contractor shall direct their technicians that they will be required to check in and out of City facilities with the stated City Representative or their designee They are to advise the City Representative or designee of their amval. Upon leaving the facility, the technician shall provide the City Representative or designee with a work order detailing the explanation of the problem and corrective action taken or repairs made. ii) Any unsafe conditions that may be a safety hazard or a detriment to the continued operation of any system shall be reported immediately to the location City Representative, or the designee iii) All Contractor employees shall wear identifying shirts or badges stating their name and the name of the company h) COMPENSATION FOR SERVICES i) Preventative Maintenance Services — Compensation shall made upon completion of service at the Agreement rates The City will not compensate for travel time ii) Repair Services, Replacement and New Installations — Compensation shall be based on a time and matenal basis and made upon completion of service The City will not compensate for travel time (1) Hourly rates established in the Agreement i) COMPENSATION FOR PARTS i) The City will compensate the Contractor based on the Agreement's minimum discount off of MSRP/List pnce for parts and materials ii) The City retains the nght to request written documentation of a parts MSRP/List Pnce as may be deemed necessary to audit and venfy invoices Invoice must state the list pnce and net pnce to the City. iii) Parts only orders — In the past, the City has paid shipping charges for delivery parts only to the City. However, the associated shipping costs were excessive and in some cases far exceeded the value of the part. The City is requesting Bidder's to propose their methodology to decrease or eliminate shipping charges for parts. 2) ADDITIONAL REQUIREMENTS: a) Bidder must have adequate organization, facilities, equipment and personnel to insure services are performed The City reserves the nght before recommending any award, to inspect the facilities, organization and financial condition or to take any other action necessary to determine ability to perform in accordance with specifications,terms and conditions. b) No proposal shall be accepted from, nor will any contract be awarded to, any person, who is in arrears to CITY, upon any debt or contract, or who is a defaulter, as surety or otherwise, upon any obligation to CITY, or who is deemed irresponsible or unreliable by CITY i) As a part of the evaluation process, CITY may conduct a background investigation including a record check by the PUNTA GORDA Police Department Bidder's submission constitutes acknowledgement of the process and consent to such investigation CITY shall be the sole judge in determining Bidder's qualifications Exhibit A to Agreement#R2015105/SVC-FIREVEH/1516 Page 15 of 18 r ATTACHMENT A—MINIMUM LEVEL OF SERVICE CHECKLIST FOR PM MAINTENANCE CHASSIS OK NOT OK—EXPLAIN 1. Change engine crankcase oil and replace oil filter 2 Change fuel filter 3 Check coolant level in radiator 4 Check driveline U-joints and flanges for tightness 5 Check lubncation on all driveline beanngs 6 Check the following gauges for proper operation Ammeter Voltmeter Tachometer _ Air Pressure Water Temp Oil Pressure Transmission Temp 7. Check road transmission oil level 8. Check for road transmission oil leaks Oil Leaks Fuel Leaks Engine Cooling system leaks 9. Check engine accessory V-belts for condition and tightness 10. Inspect all engine hoses for condition 11 Check fluid level in batteries 12 Check power steering and brake fluid levels(if applicable) 13 Check differential oil level and check for oil leaks 14 Replace Air Filter(s), Fuel Filter(s), and Water Separator FIRE PUMP OK NOT OK—EXPLAIN 1. Check fire pump transmission oil 2 Check for fire pump oil leaks 3. Check all suction and discharge valve threads 4 Check fire pump heat exchanger and cooling lines for proper circulation and/or leaks 5 Check pump panel lights for condition and proper operation 6 Check operation of vernier throttle 7 _ Check operation of power pump shift 8 Check operation of manual pump shift 9 Check auto-lube oil level Changed oil: Yes No 10. Check priming tank oil level 11 Inspect pump packing 12 Inspect pump shaft for wear, where applicable 13 Check priming valve for proper operation PUMP TEST OK NOT OK—EXPLAIN 1. Vacuum test pump—dry prime at 20"—check for vacuum leaks 2. Hydrostatically test pump. Check pump suction, discharge and drain valves for leaks 3 Engage pump and operate at 150 psi; maximum rated capacity for 20 minutes 4 Check speed counter and record R P M. 5 Operate pump at 200 psi, pump 70%of maximum rated capacity for 10 minutes 6 Operate pump at 250 psi, pump 50%of maximum rated capacity for 10 minutes 7. Spot check maximum capacity 8 Check indicator lights and gauges on pump panel for proper operation 10. Check operation of tank to pump valve Maintenance Chec hst-AttachmentA Page 16 of 18 PUMP TEST-continued OK NOT OK—EXPLAIN 11 Exercise relief valve and check for proper operation 12 Check operation of EM-governor if applicable 13 Check for any unusual operation or noise in the pump and transmission 14 Check o.-ration of transfer valve on two sta•e 'urns PTO Pumps OK NOT OK—EXPLAIN 1 Check PTO mounting bolts 2 Check PTO shaft, coupling,or V-belts as required 3 Check drive unit oil if applicable Maintenance Cheddist-Attachment A Page 17 of 18