The URL can be used to link to this page

2286 PBA 19/20-91 Police and Rescue Vehicle EquipmentCITY OF FINANCE DEPARTMENT To: City Clerk/Mayor RE: PBA 19/20-91 Police and Rescue Vehicle Equipment The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond Z Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies El Special Instructions L-i,+tolse y f3ojaolzqeA, From SharePoint—Finailce—PLircliasing—Forins - 201 8.doc 12/23/2020 Date HG2 Emergency Lighting LLC Piggyback Contract (PBA 19/20-91) Relating To Police And Rescue Vehicle Equipment The City of Sanford ("City") enters this "Piggyback" Contract with HG2 Emergency Lighting LLC, a Florida limited liability company, (hereinafter referred to as the "Vendor"), whose principal address is 477 North Semoran Boulevard, Orlando, Florida 32807, under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the government of the City of Punta Gorda, Florida, said contract being identified as the "Agreement #Q20151 1 O/EQ-PDVEHEQ/1 516 Between City And Contractor", as may have been amended from time -to -time, in order for the Vendor to provide an array of police and rescue vehicle equipment and related goods and services to the City as the City may deem desirable under the provisions of this Contract (the original contract being referred to herein as the "original government contract"). (2). The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this Contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. All pricing shall be F.O.B., City Hall, City of Sanford with most favored nation pricing. 11 P a g e (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). N/A. Notwithstanding any provisions of the original government contract, however, this Contract shall not be operative for a period of time exceeding 5 years. (b). Insurance Requirements of this Contract: N/A. (c). Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is: Ms. Marisol Ordofiez Purchasing Manager Finance -Purchasing Division City of Sanford Post Office Box 1788 Sanford, Florida 32772 Phone: 407.688.5028 E-mail address: Marisol.Ordonez@Sanfordfl.gov (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court 2 1 P a g e of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h)• (1). IF THE CONTRACTORIVEN DOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, TRACI.HOUCHIN a@SANFORDFL.GOV. (11). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (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 Chapter 119, Florida Statutes, 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 the Vendor upon termination of the contract and destroy any duplicate public records that are 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. (111). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. 4 1 P a g e (i), All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered the date last set forth below or, in the event that the Vendor fails to date, the date of execution by the City. Attest: Witness # 1 Signature Printed Name: Ali Rhoiani Witness # 2 Signature Printed Name: . .... Naspr Raker Attest. Traci Houchin, City Clerk', MMC, F� Approved as to form and leg HG2 Emergency Lighting LLC, a Florida limited liability company. By: Monsour Baker Sole Manager and Member Date: 1 9/8/20 City Of Sanford By: FoArt Woodry Mayor 5 1 P a g e Exhibit "A" [Attach original government contract] *****REVISED****** January 30, 2019 HG2 Emergency Lighting Attn: Halah Abed halahPhg2lighting.com RE: Contract #Q2015110/HG2/EQ-PDVEHEQ/1516 PD/Fire Vehicle Equipment - Change to Renewal Process The City's Procurement Office is revising how the City will be renewing Agreements. We are transitioning from a manual form process to automatic renewals. The ultimate renewal will be contingent upon on mutual agreement between the City and the Contractor/Consultant. This will not only eliminate the City's staff time to prepare and process the renewal documents, but you will also not be required to complete and submit the forms. Below is a Letter of Understanding (LOU) describing the terms for auto -renewal, including the tenn of the renewal and include the number of days required for written notice should either party decide not to renew. [NOTE: THIS IS NOT A SEPARATE ATTACHMENT] Please have the binding authority at your business complete the bottom portion acknowledging and accepting this revision. Return the signed LOU to Cassandra Price at CPrice(@CityofPuntaGordaFL.com. Thank you for your continuing support and interest in the City. Regards, /s/ Marian H. Pace, CPPD, CPPB Procurement Manager Agreement #Q2015110/HG2/EQ-PDVEHEQ/1516 PD/Fire Vehicle Equipment LETTER OF UNDERSTANDING I, _Ali Bhojani (Printed Name), an authorized agent for HG2 Emergency Lighting understand and agree to the following revisions identified below for the auto -renewal process for the above referenced Agreement: Terms for Auto -Renewal: This Agreement will automatically renew for a 3 year period under the same terms and conditions and current pricing unless written notice of non -renewal is issued 60 calendar days prior to the expiration date by either the CITY or the CONTRACTOR/CONSULTANT. A renewal of this Agreement may not include any compensation for costs associated with the renewal. Renewals shall be contingent upon satisfactory performance evaluations by the CITY and subject to the availability of funds. Company Name: HG2 Eme gency Lighting Signature: a Date: _1/31/19_ Please return this executed form to: CPricePCityofPuntaGordaFL.com AGREEMENT #Q2015110/EQ/1516 BETWEEN CITY AND CONTRACTOR ~4 ' �ntheyear2O16byandbetween� ' TH�KGRBM�T�dab�asof�eday of The City ofPunta Gorda 326West Marion Avenue Punta Gorda, Fl- 23990 (941) 575-3302 (Hereinafter "CITY") and HG2Emergency Lighting 477 N. Semoran Blvd. Orlando, FL32807 407-435'7700 (Hereinafter The Agreement Documentsconsist of this executed Agreement, the complete Solicitation Package, and Submittal Package, and all documents that may be executed asaresult of this executed agreement. City and CONTRACTOR, |nconsideration nfthe mutual covenants hereinafter set forth, agree oofollows: U3wDlTD}N5 OFVVORK/PUR[HASE: 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 hynns and conditions will heeffective unless spedficaUyagreed hoinwriting bythe CITY'sappropriate level ofauthority. Failure ofCITY 0uobject tn provisions contained in any acknowledgment, document orother communications from CONTRACTOR shall not be construed as a waiver of the Agreements 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, written 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 prior course of dealing between the parties or by any usage of trade. Only the [TTY's appropriate Change Order Authority can make changes or modifications byissuance ofanofficial change notice. ARTICLE 1. - COMMODITIES Furnish and deliver all commodities in accordance with the Agreement Documents at the unit prices stated in Exhibit to this Agreement. The City reserves the right to delete manufacturers from this contract as may be required. The City reserves the right toadd manufacturers tnthe contract. The City's Procurement Division and the CONTRACTOR will negotiate the minimum discount for manufacturers to be added to this Agreement. ARTICLE 2. — CITY STAFF RESPONSISILMES CONTRACT MANAGER - The Procurement Manager or their designee, who is hereinafter referred to as Q0NO07A{3' MANAGER will assume all duties and responsibilities and will have the rights and authority assigned to ensure contract compliance and management ofthe Agreement. CONTRACT ADMINISTRATOR —Chekay Rodgers, 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 ofAgreement correspondence, AR71CLE 3. TERM AGREEMENT A. AGREEMENT TERM: This Agreement shall befor athree (3)year period, which shall commence March 1 2U10 Th' [DYns�insthe hghttorenew this |n�a|Agreement under the same terms and cond�onsupon m�agreement with th' Bidder. Agm�me��ronmmod��orcn��dsem��mayhe�n��rape��maym�=�exceed - �� the tann of the original contract, whichever period is longer. Renewal of contract for commodities or contractual—service '^~'� ` shall beinwriting and shall besubject tothe same terms and conditiset ' for with the renewal. Renewals shall b*conUngentupon n�� not�dudeanycon�p�nsa�on ~~. m��b�sbyd��e�'andsu��d�a��s. ' 1. The CITY reserves the right bodiscontinue the contract inany year ofsrenewal period if it is deemed to be inthe best interest ofthe CITY. B. NON-EXCLUSIVE AGREEMENT: No Guarantee is expressed or implied as to the total quantity of commodities/services tobepurchased under any open-end Agreement. C. ORDERING' The CITY reserves the right to purchase commodities/services specified herein through contracts' righttn\ agencies or through separate pnn�vementacbonsdue to unique or special needs. If an es��hedbyod«�'go»�'»mcn agor�� hodthan the de|�ery�nnespec�edinthe cont�ctand �the CDNTRAI]I)Ris urgentdd�eq/�sr��uin��'wi��nas�»n�pcn«the hgbttopu�hasecomnmodUb�/semiceshnmanother sou�ew�hout unable to comply therewith, the ��, mse�nx� penalty nrprejudice tothe CITY. D. SEPARATE PURCHASE ORDER: CONTRACTOR vv8!receive asepan�epuohaaeon�erascomn�od�exand/�rsemkes are required, a1prices quoted per the Agreement. APPROPRIATION 7ON OF FUNDS: if are not appropriated or otherwise made available to support continuation of ^�is Agreement in any fiscal y�ayear, the ~ [37Y shall have the right to terminate the Agreement without any obligation or penalty. ARTICLE 4. - DELVERY TIMEFRAME The CITY and ----------�thc CONTRACTOR mutually agree to a delivery timeframe stated in ExhibitA, for delivering of commodities, which shall begin after receipt nfa valid order. The CITY and the CONTRACTOR mutually agree to lead time for delivery cfequipment for specific manufacturer(s) will be defined inExhibit A. The CITY will place the order for the required equipment and provide a date for delivery to the C[TY's receiving agent. / he CITY will attempt strategic order placement to eliminate the need for the equipment to be stored at the ZONTRACTOR's location awaiting delivery to the City's receiving agent. The CONTRACTOR will be nsluinad todeliver the equipment to the CITYs receiving agent within two (3) busipess days of stated delivery date. Delivery ofmaterials shall be between the hours of 8:00o.m. - 3:30 p.m, Monday through Friday to the CITY'soonUacbed vendor for equipment installation.In some circumstances delivery may also betna City facility. In �delivery isattempteattemptedoutside�t�a��mferenced delivery time frame, the CITY nor the OTYs Receiving Agent will not be responsible for any additional expenses incurred for ne'de\iveq/. Each delivery isUoinclude apacking slip clearly annotating the purchase order number, quantity, part number, and description. Items are to be property identified with part numbers. CONTRACTOR shall be responsible for all items covered within this contract until they are delivered and accepted at the de|�erypoint (F.O'8. Destination). CONTRACTOR shall bear aUrbkonn�ec�do,damaged �snsafter notice of designatedSuch ��m��and att��pen��t�O]N��OR. rejection.u items —��N��ONC�~-�'�is��ment m��i��{�or�0��shou\d0��or A. CANCELLATION 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 toits performance under this Agreement. The [TTy ortheCONTRA[TDRmaytenninatethisAgneemenL under this subparagraph by giving five (5) calendar days written notice. The {]TY at its option, may give CONTRACTOR a reasonable period oftime tucure the noncompliance. B The CITY may terminate this Agreement for any reason and without cause by giving thirty (30) calendar days B. written notice to CONTRACTOR. Upon such termination, CONTRACTOR wiU be compensated for the value of the services performed and/or commodities delivered to the date of termination. C DELAYS AND EX{I]SEDPERFORMAN[%�FOR[E MAJEURE.CONTRACTOR shaUnot baconsmm,cdmdeh,u�uyreason -fai|une which arises out cfcauses reasonably T� beyond the COY�CTOR�con�o\, and without Ksfault or negligence. or ' idudehnwevernotihnKedto�' Ac�ofGodtheOty�omissiveandcmnm�s�efa|iums,natuna|orpub(ic 6uchcousesmay include, ' , health emergencies, labor disputes, fpaightembargos. AR A. DELIVERED PRICES' Agreement prices are FREIGHT PREPAID AND ALLOWED/ H]8, DESTINATION: CITY'S �ENTINSTALL�TION" In some delivery may also betoa City facility. �ONTR��EDVENUORFOR�OUIP ^ , ' ��s�� o�i��m�� Agreement`the Agreement pr�eschedule �deOncdinExh��A. required for . B. PRICE ADJUSTMENTS: 1. The minimum percentage discount will remain fixed for the term of the agreement. I. All shipping cost to the CONTRACTOR shall be compensated by the City as a pass thm cost based on the OONTRA{]TOR'sinvoice. AgTIcLE 7. — INVOICING/PAYMENT TERMS A. The payment terms agreed upon by the [IT/ and CONTRACTOR are 2% 10, Net 30.The method of payment is by credit card. The LONTR/V��R� invoice must include a copy of the MSRP/Ust price for each �m purchased and include all NTR/u]TOR's invoices for shipping costs. Failure to submit required documentation will delay the payment process until all documentation isreceived bythe CITY toprocess payment. 1. Shipping costs from manufacturer to the CONTRACTOR - A copy of the C0NTR/C]7]R's invoice with the applicable shipping cost must beattached tuthe [ITY'sinvoice; and I. Shipping costs from the CONTRACTOR to the [ITY's receiving Agency or [DY Facility - A copy of the CONTRACTOR's invoice with the applicable shipping cost must be attached to the CM's invoice. C. The City shall make payment on all invoices in accordance with the Florida Prompt Payment Act, sections I18.70 through 218.79, Florida Statutes, D. INVOICES: Invoices shall bear upon their face the Purchase Order number. Invoices must state that they cover, as ^ the case may be, complete o'PmrU | delivery, and must show units and unit prices. Invoices will not be paid unless and unbl i the �quinmmen$have been fu|� met. Unit pr�esshaU in6udeaU�anspo�aUonand delivery charges must be prepaid n full to destination. E. PRICE/SALESl70(: Unless otherwise specified herein, the unit prices herein du not include sales or use tax. ARTICLE S. — WAggANTYIGUARANTEES A. COVENANT AGAINST GRATUD7E6:[DKR�]TRwanantsthat mognatu�es(in the form ofenter�inmen�g�s,or otherwise) were offered or given by CONTRACTOR, or any agent or representative ofCONTRACTOR, to any officer or employee' ofCDry with a view toward securing thisAgreementor�womb|e treatment with �detenniat�spectto any n n concerning the performance oythis Agreement. lnthe event ofbreach of this warranty, CITY shall beentitled topursue the same remedies including, but not limited to, termination, against CONTRACTOR as it could pursue in the event of C}NTRACTDR'sdefault. B. PRODUCTS WARRANTY. Product ormaterial shashallbewan� an�against any defects /n materials and workmanship. period c� manufacturer's warranty begin Ln run at pnodud�s)ormuteho|( ) m�oKm� | Thisper manu na wa - _- ' inspected, '~~ ~' '--- �- '—�-mf' hs�� begin A one (1) year warranty shall apply unless otherwise specified in the and accepted by a representative " the ��/'. solicitation package. MERCHANT�BILITYARPANTY.ThegoodsoritemsfurnishedshaUbeofamercha�abi|ityqua|8V.They also shall C. WARbe RANTY. goods oritems being purchased. ARTICLE 9.. - CHANGE ORDER TO CQNTRM A. /W| requests for changes to the resulting Agreement shall be made in writing and are subject towritten acceptance bythe appropriate level ofCity authority. B. The following the Change Order Authority Levels for the CITY. 1 Procurement Manager - the Procurement Manager may approve change on1eo in a singularly or cumucumulativelyv� a^ '''~~rt that docs not exceed asY� of the total contract price with a maximum cap of fifty thousand dollars ($50'000'08) with the exception of requiring City Council's approval for anaward. The ProcurementMa- may authorize contract time extension in excess of five (S) days and non -monetary changes, which are not considered minor, which donot result inachange inthe 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 [bundl shall approve change orders for exemption contract that are n�mnxsd �x City ' Council approval (i.e. Franchises, inter -local agreements, land, legal, auditing, actuarial services and medical C. ' The CONTRACTOR fully understands the [ITY'sChange Order Policy. lDtheeventthe{O%VTRA{3ORbeoinsvworhnn unauthorized changes to scopeprior to receiving asigned Change Order by the CITY appropriate level of authority, they do sosdtheir own expense and risk not being compensated bythe CITY for performing unauthorized work. AR71CLE 10. - CONTRACTOR'S REPRESENTATIONS A. In order to induce City to enter into this Agreement, CONTRACTOR makes the following representations and assurances: 1- CONTRACTOR shall be legal to perform business within the state of Florida. If CONTRACTOR is outside of the stage of Florida they hold n current Certificate of Authority issued through the Department of State and in accordance with Florida Statute 607.15O1. 2. 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. 3. CONTRACTOR has familiarized himself with the nature and extent of the Contract Documents, Work, Locality, and with all local conditions and Nsdens|, state and local laws, ordinances, rules and regulations that in any manner may affect cost, progress orperformance ofthe Work. 4. CONTRACTOR shall comply with all Federal, State and Local rules, policies and ordinance in the performance of their work and document management. 5' CONTRACTOR has given CONTRACT ADMINISTRATOR written notice ofall conflicts, enqo or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by CONTRACT ADMINISTRATOR is acceptable to CONTRACTOR. 6. EQUAL EMPLOYMENT OPPORTUNITY: City of Punta Gorda, Florida, 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 Losuch Act, hereby notifies all bidders that itwill affirmab� v�ensunethatinenycontrac±entered into pursuant Umthis advertisement, minohtybusinessenteqxiseswiUbeaffondedfu||oppm¢unitytosubmitbkisin response to this advertisement and will not be discriminated against on the grounds of race, color or national origin inconsideration for anaward. All bidders are hereby notified that the successful bidder (Contractor) must and shall comply with the Civil Rights Act of1964 the Age Discrimination inEmployment Act, the Rehabilitation Act of1973, the Americans with Disabilities Act and the Florida Civil Rights Act, all as amended. Specifically, Contractor agrees that: a. No person shall, onthe grounds ofrace, color, sex, religion, age, disability, national origin mrmarital status beexcluded from participation in, bedenied the benefi$of, orbeotherwise subjected todiscrimination under any program, activity orservice funded through the contract. b. Contractor will not discriminate 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-discrimination 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 osmay bepertinent toascertain comp|ionoewithnon-disoiminabonlays. It is expressly understood that City shall have the right toterminate the Agreement upon receipt of evidence of discrimination. 7. Contract Work Hours/Safety Standards Act. CONTRACTOR shall be incompliance with provisions of Section 103 and Section 107 ofContract Work Hours and Safety Standards Act (40 U.S.C. 327-330) and as supplemented by the Department of Labor Regulations (Part V,28CFR). 8' SAFETY COMPLIANCE. It shall be the CONTRACTOR'S sole responsibility tocomply 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, 0. Competent Personnel. CONTRACTOR warrants that all services shall be performed by skilled and competent personnel Lothe highest professional standards inthis scope ofwork. A. PUBLIC RECORDS COMPLIANCE AU��a�a�eme�a�n�u�j�bema�a�dfma ��fi�(5)y��t�e��n -theomtractmagreemnt.Therefore the CONTRACTOR shall be required to retain all records relating tothe resulting contracts for the same period oftime after expiration this Agreement. The CITY reserves the right to audit the CONTRACTOWs records throughout the term of the Agreement and records retention period. B. CDY9RIGHT TDAUDIT. The CITY reserves the right toaudit theOONTRACTOA's records throughout the term of the Agreement and in accordance with Public Records requirement established for the retention period. C. AUDIT DISALLOWANCES. lfatany time the CITY determines that cost for which payment hos been made is disn|kmvej cost— such as overpayment, [%7Y shoshallnotify the CONTRACTOR in writing of the disallowance. CITY shall also state the means of correction, which may be but shall not be limited toadjustment cfany future daimsubm�sd by the CONTRACTOR by the amount ofthe disallowance, to require repayment ufthe disallowed amount bythe CONTRACTOR. D. SETTLEMENT OfDISPUTES 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 written mverbal evidence submitted by the CONTRACTOR. The decision of the CONTRACT MANAGER, issued in writing, shall be the final decision of the CITY. %. 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. SUBS-l-ITLTI0NS. In the event the CONTRACTOR, due to manufacturer orsupplier discontinuing specified parts, is unable to secure sufficient supplies tofulfill all orders, the CONTRACTOR will be allowed tosubstitute an hem of equal or better quality provided: 1. The product issold atthe contract price; l. The CITY iscontacted |nwriting inadvance ofthe substitution; ]. The City retains the right bmdetermine "equal orbetter qua|ity"; and 4. The CITY gives written approval ofsubstitution. 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, M6DS. In compliance with Chapter 442, Florida State Statutes, manufacturers and distributors shall supply the City with m MATERIAL SAFETY DATA SHEET (MSDS), for any and all commodities contained in this solicitation that include a toxic substance as listed on the Florida Substance List. Bidder shall include MSDSs with shipments. G. 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 tothe extent that the effect of this restriction may be limited by law), and unless specifically stated tothe contrary inwritten consent to an assignment noassignment will release ordischarge 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 ofthe State of Florida, and the parties hereto agree that venue shall beinCharlotte County, Florida. l. ATTORNEY'S FEES. In the event ofany dispute arising under this Agreement, the prevailing party shall be entitled toreasonable attorney's fees, costs and expenses. J. 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 a|! covenants, agreements and obligations contained in the Agreement Documents' No assignment by m party hereto of any rights under or interests in the Agreement Documents will be binding on ancm`c, party henau` without the written consent ofthe 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 ofthis restriction may be (hnhsd 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 orresponsibility 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 sbobad herein. None of the previous terms and conditions contained in this Agreement may be added to, modified, superseded, orotherwise altered, except by written instrument executed |nfull concurrence bythe 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 have been acknowledged by CONTRACTOR and CITY. The parties hereto have signed this Agreement in duplicate. One counterpart each has been delivered to CITY and CONTRACTOR. Witness Address for giving Notices: 477 N. Semoran Blvd. Orlando, FL 32807 Witness Address for giving Notices: Procurement Office 326 W. Marion Avenue Punta Gorda, FL 33950 CONTRACTOR — HG2 Emergency Lighting By: Print Name: Ali Bhoiani Date: 02/26116 CITY OF PU GORDA By: Print Name: Mary H. Pace, Procurement Manager Date: 1 EXHIBIT A CONTRACT - Police & Rescue Vehicle Equipment AGREEMENT #Q20151I0/EQ-PDVEHEQ/1516 INITIAL PERIOD E3 RENEWAL PERIOD ❑ EXTENSION ❑ CONTRACT PERIOD: 03/01/2016 THRU 02/28/2016 PRICES EFFECTIVE THROUGH: 02/28/2017 Chelsey Rodgers, CONTRACT ADMINISTRATOR - crodgers0ogorda.us fax 941-57S-3340, or 326 W. Marion Avenue, Punta Gorda, FL 33950 SHALL be copied on all correspondence relating to this contract. PURCHASING REQUIREMENTS 1) Departments shall enter a requisition with estimated dollars for issuance of a BPO 2) Supervisors shall verify contract rates on all invoices prior to authorizing payment of invoices. AWARDED VENDOR: HG2 PAYMENT TERMS: 2% 10, Net 30 ACCEPT CREDIT CARDS: 0 Yes ❑ No ORDERING & DELIVERY TIME: 1. The CITY and the CONTRACTOR mutually agree to a delivery timeframe detailed below for delivering of commodities, which shall begin after receipt of a valid order. 2. The CITY will place the order for the required equipment and provide a date for delivery to the CITY's receiving agent. The CITY will attempt strategic order placement to eliminate the need for the equipment to be stored at the CONTRACTOR's location awaiting delivery to the City's receiving agent. 3. The CONTRACTOR will be required to deliver the equipment to the CITY's receiving agent within two (2) business days of stated delivery date. SPECIFICATIONS a) Vendors shall provide a minimum discount from MSRP/Retail prices for various manufacturers for outfitting the City's Public Safety vehicles. i) The Vendor shall be required to submit supporting the manufacturer's MSRP/Retail price documentation with their invoices for the City to verify the applicable minimum percentage was applied. Failure to submit supporting documents will result in a delay of payment for the invoice. ii) The City will compensate the Vendor for documented shipping charges to the delivery site as a "pass through" charge on the invoice. Vendor shall be required to attach all inbound shipping cost invoices to the invoice if they are seeking compensation for such costs. Shipping charges will include and as applicable: (1) Shipping costs from manufacturer to the Vendor - A copy of the Vendor's invoice with the applicable shipping cost must be attached to the City's invoice; and (2) Shipping costs from the bidder to the City's receiving Agency or City Facility - A copy Manufacturer Minimum Lead Time for Item Manufacturer % Off MSRP/List Delivery Vendor (Calendar Price Days) 1. HG2 25% 7 days HG2 SPECIFICATIONS a) Vendors shall provide a minimum discount from MSRP/Retail prices for various manufacturers for outfitting the City's Public Safety vehicles. i) The Vendor shall be required to submit supporting the manufacturer's MSRP/Retail price documentation with their invoices for the City to verify the applicable minimum percentage was applied. Failure to submit supporting documents will result in a delay of payment for the invoice. ii) The City will compensate the Vendor for documented shipping charges to the delivery site as a "pass through" charge on the invoice. Vendor shall be required to attach all inbound shipping cost invoices to the invoice if they are seeking compensation for such costs. Shipping charges will include and as applicable: (1) Shipping costs from manufacturer to the Vendor - A copy of the Vendor's invoice with the applicable shipping cost must be attached to the City's invoice; and (2) Shipping costs from the bidder to the City's receiving Agency or City Facility - A copy of the Vendor's invoice with the applicable shipping cost must be attached to the City's invoice. b) Carder Placement: i) The City will place the order for the required equipment and provide a date for delivery to the City's receiving agent. The City will attempt strategic order placement to eliminate the need for the equipment to be stored at the vendor's location awaiting delivery to the City's receiving agent. ii) The vendor will be required to deliver the equipment to the City's receiving agent within two (2) business days of stated delivery date. c) Assistance to City Staff i) The Vendor shall be required to work with City staff in determining the correct models for required equipment. ii) The Vendor will be expected to discuss new equipment offerings, including demonstrations, with City staff for possible inclusion in future purchases. All demonstrations must be on-site at a City facility and will be at no cost to the City. d) Reserved Rights i) The City reserves the right to delete manufacturers from this contract as may be required. ii) The City reserves the right to add manufacturers to the contract. The City's Procurement Division and the Vendor will negotiate the discount for all added manufacturers to be added to this contract. v N E R a V C C w y Z G O Z G O Z C O z ^ O z O 0 z G O z R •p R 'B d• C O z K O z C O z O v O ,Ra y. bOb a w .n o9 F FF^ u o C" a N ❑ C �a ;.j nb R N N x v V V V 'v0 y O N O G C C a v F y 2 6 xyv.. L7 < a o".. O N z z z z z z m z 0 z 0 z w a M > L R bb R �,0. 'C N c ^y m A m Z z m z rl z bCIL Z Z a c c o o b V •Q N v v N °'. '� y.c � o n.? a a m m E o E E o p v¢ �v°xv°vo o a o E d J o C C c C o G o 0 o C G m z z N z N z N N z z z � a rq L L R 05 O O O O O O �+ V w G •V A A M M z0 M z M M M z M M z o Ana 0 v w rn d v ?a, ai o 'D a3 cioo W d m x I E o E E o a y InR C V 4 U U C' 6+ 0 R Q d 0.o a G o G o 0 o G a o G Q 7. 4 N M Z M z 0 ti O O z N m b v O z a 'C a R � N M } z a v O v 10 +«L. 6! R Cl h m c5 h h o N h ti a z d o N �` N @ � x F O N v O, •O C4 u v v� v v L v a a 3 a c w E R v E O E E O a C d a a a a o o C o 0 0 w � �� yr d" b M b •4�' vs H O N O M O .-I m M a z c> N b d' o N z a C >. N E R a C O VVi O a bOb a OR a •� C .N O o9 F FF^ u o C" a N ❑ C �a ;.j nb R N E C b C bb E 'v0 y O N O G d u v U O fA d z v .a u C1 Z:. v F y 2 6 xyv.. L7 < a o".. v1 .7