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HomeMy WebLinkAboutAgreement_General_10/12/2023_TAW Power Systems Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org ti p Tequesta Public Works Department Memorandum To: Jeremy Allen, Village Manager From: Douglas M. Chambers, Director Public Works Subject: TAW Annual Service Agreement for Public Safety Standby Generator Date: September 26, 2023 The Following agenda item is an Annual Service Agreement with Tampa Armature Works (TAW) for the Emergency Generator located at the Public Safety Facility. TAW is the sole source vendor for Kohler Generators. TAW will provide quarterly maintenance to include a load bank test on the system. This agreement also includes labor rates for emergency repairs. The annual cost is for these services is $3,005.00. Funds for these services are budgeted in Fiscal year 2024 and available in the Building Repair and Maintenance account 001-210-546.303 Doug Chambers Director Department of Public Works This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Taw; / t PERIODIC MAINTENANCE AGREEMENT Engine and Generator Systems September 26,2023 TEQUESTA PUBLIC SAFETY("Customer"), of 357 TEQUESTA DRIVE,TEQUESTA, Florida,33469 and TAW POWER SYSTEMS, INC., ("Contractor or TAW')of, 6312 78T1'Street,Riverview Florida,33578. in consideration of the promises made in this Agreement and intending to be legally bound,agree as follows: RECITALS Customer owns a generator system, together with associated equipment (herein "System'), for use by Customer in providing emergency and other sources of electrical power to a facility or facilities owned or operated by Customer. Contractor is engaged in the service and maintenance of systems like the System owned or operated by Customer and has been requested to provide maintenance and./or testing to the System pursuant to the terns and conditions of this Agreement(the"Services"). MAINTENANCE SERVICES I.Contractor shall maintain and service the System,consisting of the equipment on Exhibit"A"attached to this Agreement and incorporated herein by reference (the "Equipment"), in accordance with schedule of Services described on Exhibit "A". Contractor shall provide scheduled preventive maintenance,with the schedule to be based on the specific needs of the Equipment as detennined by Contractor. In addition, Contractor may provide other remedial maintenance and/or testing at Customer's request, as and when needed. Service maintenance and/or testing may include, without limitation,lubrication,adjustments, testing,and replacement of parts and components deemed necessary by Contractor. Scheduled Maintenance shall include those items of service and/or testing described on Exhibit"A"attached hereto,to be performed by Contractor at the intervals specified hereon. Other maintenance and/or testing requested by Customer and not described on Exhibit"A"shall include those items of service requested by Customer and agreed upon by Contractor. EXCLUSIONS 1. Unless otherwise agreed by Contractor in writing, the service and maintenance performed pursuant to this Agreement shall not include any of the following: (a)Electrical work external to the Equipment (b)Furnishing of supplies or accessories. (c)Painting or refinishing the Equipment of Furnishing the material therefore. (d)Making specification changes to the Equipment. (e)Performing services connected with relocation of the Equipment. (f)Repairing damage resulting from,or furnishing parts required as a result of causes other than ordinary wear and tear including, without limitation: neglect; misuse, including faulty repair or maintenance by persons other than the Contractor; accidents; failure of electrical power, air conditioning, humidity control or events outside the reasonable control of Contractor,such as,but not limited to,Acts of God. (g)Adding,removing,servicing,or maintaining accessories,attachments,or other devices not furnished by Contractor,unless specifically scheduled on Exhibit"A". (h)Others: PARTS 3.Contractor shall furnish parts as necessary at Contractor's then current scheduled price or on an exchange basis,regardless of when installed and such parts shall be either new or equivalent to new in performance when used in the Equipment. CHARGES 4.(A)Charges for the periodic maintenance described on Exhibit"A"are described herein. (b)Charges for on-call,unscheduled service,or for Services otherwise requested by Customer,shall be at the rates then published and agreed upon by Contractor,in writing. PAYMENT OF CHARGES 5.Customer agrees to pay Contractor immediately upon completion for the scheduled maintenance described on Exhibit"A". Customer otherwise agrees to pay Contractor for all on-call,unscheduled or otherwise Customer requested maintenance charges immediately an completion unless otherwise agreed by Contractor in writing. If Contractor elects to accept payment from Customer other than on completion for the Services provided pursuant to this Agreement, Customer shall promptly comply with terms of payment granted by Contractor. Any payment due, shall entitle Contractor to seek, in addition to the principal amount owed,interest at eighteen percent(18%)per year or maximum rate allowable by Florida law. TERM 6.This Agreement shall be effective from the date of its execution by Contractor and Customer and shall retrain in force unless terminated,in writing,by either party giving the other thirty(30)days written notice as provided herein. However,the giving of notice of termination shall not relieve or eliminate the obligations of the Contractor and/or Customer occurring before the termination date,unless otherwise agreed by the parties hereto in writing. WARRANTY;LIMITATION 1 7.(a)Contractor warrants that wider normal conditions of use and operation,the Services famished pursuant to this Agreement shall he free from defects in workmanship and that the parts furnished pursuant to this Agreement shall be free from defects in workmanship and material. (b) Contractor's obligation under this warranty is limited to the repair or replacement, at its option,of any part that, within ninety (90)days after installation and acceptance,is established by Contractor not to be in conformity with the Equipment manufacturer's published specifications. Contractor further warrants that its Services renderer/pursuant to this Agreement shall be free of defects in workmanship for ninety(90)days after performance of Services,but Contractor's obligation shall be limited to correction of the defective workmanship. (c)The foregoing warranty and conditions shall apply only to any repaired or replaced product,part,or component supplied by Contractor,together with the workmanship as provided herein. (d)THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY IiviPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (e)Customer agrees that the sole remedies for the breach of any warranties contained in this Agreement are those expressly stated in this provision. Customer further agrees that in no event shall Contractor's liability to Customer for damages of any nature exceed the total charges paid or payable for either(1)the total charges paid or payable for all Services during one(1)year under this Agreement if the liability arises from the provision of such Services;or(2)the purchase price of the parts i f the liability results from the provision of such parts. ACCESS TO EQUIPMENT;PERFORMANCE OF SERVICES;CUSTOMER OBLIGATIONS 9.(a)Contractor's maintenance personnel shall have free access to the System and the Equipment for the purpose of providing maintenance service. (b)During the Services provided pursuant to this Agreement as to the System,whether an interruption in electrical services in contemplated by Customer or Contractor or not, as a matter of allocating bemccn Customer and Contractor the risks associated with an intemtption in electrical services and/or taking the System off line,Customer agrees to use its best efforts to fully and completely secure all or any part of any facility in which the System is located,as the case.may be,for any and all safety issues that an electrical service interruption might give rise to,including but not limited to,injury to building occupants,customers,invitees,or any third party and/or property damage,or worst interruption,arising out of any event of maintenance or testing performed by Contractor as to the System. Customer agrees with Contractor that securing of the premises in order for Contractor to perform its Services is a material and critical dement of this Agreement and, prior to the performance of any maintenance and/or testing Services under this Agreement,Customer will receive and execute with Contractor a written Notification and Acknowledgement of Inspection and Warning("Notification") related to the Services provided herein. The Notification shall include Contractor's estimate as to when intemrption of electrical services may occur during the performance of its obligations under this Agreement. Customer further agrees that Contractor shall have no liability to Customer or any third party for any estimate given in connection with potential interruptions in electrical services during the performance of Contractor's obligations herein,it being acknowledged by Customer that Contractor's Services arc often affected by acts of third parties and/or components or elements f the System that do not allow for more specific and accurate estimates as to when an electrical service interruption may occur. DELAYS 9. Contractor shall not be liable for any delays in pedorntancc directly or indirectly resulting from acts of Customer, its agents, employees, or subcontractors,or cause,beyond the reasonable control of Contractor. "Causes beyond the reasonable control of Contractor".include,but are not limited to: (a)Acts of Cod (h)Strikes,civil commotion,or revolutions (b)Acts of a public enemy (i)Freight embargos (c)Acts of the United States or the District of Columbia.or any State 0)Unusually severe weather conditions or Territory of the United States,or any of their political subdivision, (k)Default of Contractor's subcontractors or suppliers (d)Fire (1)Normal wear and tear (c)Flood (m)Overloads (t)Epidemics (n)Improper operation and/or abuse of the System by Customer or other third panics (g)Quarantine restriction (o)Accidents beyond the reasonable control of Contractor. CONSEQUENTIAL DAMAGES 10, CUSTOMER AGREES THAT CONTRACTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFITS, REVENUES, OR ANY OTHER LOSSES ARISING OUT OF ANY DEFAULT UNDER THIS AGREEMENT,EVEN IF CONTRACTOR SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IDEMNiFICATION OF CONTRACTOR 11.Customer agrees to defend,hold harmless,and indemnify Contractor,its officers,directors,employees and agents for any and all losses,damages, and liabilities,legal or non-legal,arising out of any interruption in electrical services or as to any other incident or event as to the System which is not caused by the willful misconduct or gross negligence of Contractor. Customer further agrees with Contractor that this Agreement of indemnification shall include,without limitation,any attorney's fees,costs or other legal or non-legal expenses of any description incurred by Contractor. TERMINATION 12.Contractor shall have the right to tcmunate this Agreement in the event any one of the following instances of default occurs and is not remedied within seven(7)days after rrceipt ofa written notice thereof: (a)Failure of Customer to pay or make financial arrangements satisfactory to Contractor for the Services described herein: (b)Customer's failure to perform or observe any of the terms and conditions under this Agreement,including,without limitation,timely payment of any sums due Contractor, (c)Any assignment of Customer's business or assets for the benefit of creditors; (d)The filing ofa petition in bankruptcy by or against Customer; (e)The appointment ofa receiver,tntstee in bankruptcy,or similar officer to rake charge of all or part of Customer's property; (f)Others: MISCELLANEOUS 2 13. in addition to the other teens and conditions of this Agreement,Customer and Contractor further agree that the following shall also govern this Agreement: (a)Waiver.No waiver of any of the terms or conditions of this Agreement shall be binding or effective for any purpose unless expressed in writing and executed by the party giving the same. (b)Governing Law;Constitution. This Agreement is being delivered and performed in the State of Florida and shall be construed in accordance with, and governed by,the laws of die State of Florida. Venue of any action related to this Agreement shall be placed in the courts of Polk or Hillsborough County,Florida,exclusively. This Agreement,together with any other documents executed in conjunction with or pursuant to this Agreement shall not be construed against either Customer or Contractor,regardless of which party drafted the Agreement,it being intended this Agreement is the product of informed negotiations between both parties with full knowledge of the meaning of the terms and conditions hereto. (c)Enforcchnciit in connection with any action out of this Agrcemcni,or in anyway relating to the transactions contemplated hereby,the prevailing party in such action shall be entitled to recover from the non-prevailing parry,all court costs and expenses of litigation,including attorneys fees,court costs, costs of investigation,accounting and other costs reasonably related to the litigation, including,but without limitation, all attorney's fees and costs subsequent to entry of any judgment on behalf of the prevailing party,on appeal,in connection with any bankruptcy proceedings,or in any alternative dispute resolution proceedings. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE, WITHOUT EXCEPTION, ANY RIGHT TO JURY TRIAL RELATED TO ANY ISSUE OR MATTER ARISING OUT OF OR IN CONNECITON WITH THIS AGREEMENT. (d)Successors and Assigns. All of the terms and conditions of this Agreement,and the rights and obligations of the parties hereunder,shall be binding upon and shall inure to the benefit of the respective heirs.personal representatives,successors and assigns of the parties hereto. (c) Entire Agreement, This Agreement, any Agreements ref:=ced herein and exhibits attached hereto constitute the cntirc Agreement and understanding of the parties with respect to the transactions contemplated hereby as an exclusive statement,and incorporate and supersede all prior and contemporaneous negotiatiorts, agreements and understandings related to the subject matter hereof: This Agreement, referenced Ageement& and exhibits may not be amended,terminated or otherwise modified,except by a written instrument executed by all of the parties to be bound thereby. (f)Notice. Subject to notice of change of address,in the manner provided in this Paragraph,any notice,request,instruction,or other document to be given under this Agreement by any party to any other party shall be in writing,signed by or on behalf of the party giving notice,and shall be deemed to have been given on the earlier to occur of I. the date of actual delivery;or 2. five(5)days after the date on which such notice is mailed by United States Mail,postage prepaid to each party at the addresses listed below:or 3. the date of electronic facsimile transmission that is verified by the issuance of a successful facsimile transmission report at the facsimile telephone number for the receiving parry,which is currently on file with the sending party;or the business day following the day on which such notice is sent by any next day or overnight delivery service to each party at the address listed below. (g)All scheduled PM appointments canceled by customer when technician arrives at site will be subject to a cancellation fee.A three(3)hour minimum Service call charge will be charged to customer. If to the customer: TEQUESTA PUBLIC SAFETY ATTN:Doug Chambers 357 Tequesta Drive Tequesta,FL 33469 Phone:561-768-0483 or 561-9 45-1389 Email. dchambers(g`;tcquesta.org If to the Contractor. TAW Power Systems,Jne. Attn: John.St.Louis 6312 78th Street Riverview,FL 33569 Phone: 866-860-6267 Fax: 813-217-8074 With copy to: TAW Holdings Group,Inc. Attn:Greg Hanlon 6312 781h Street Riverview,FL 33569 Neither party shall hold the other in default hereunder without first giving seven(7)days written notice of default and specifying the action required to cure the default. Please print and sign both areas of the contract including the Exhibit page. CUSTOMER. Sighted By: Title: JeremyAllen DigiWiy=igned byJeremyMen Print Name: Datr.2023.09.2809:43:52-04''W Date: CONTRACTOR TAW Power Systems,Inc. By:_Stephen Mulholland As its: Account Representative Where Applicable and.I%Ilth Customer Written Permission Contract price is basest on normal business hours B•00 AM to 4•30 PIN!Monday throueh Friday) 3 PROPOSAL EXHIBIT A PERIODIC MAINTENANCE PROPOSAL ENGINE-GENERATOR SYSTEMS QUARTERLY INSPECTION Proposal#PM-XXXXX-0902623 September 26,2023 Upon acceptance of this proposal TAW will perform the services listed below,TAW will inspect during business hours at least 4 time each year while this agreement remains in effect.These inspections will include: X Lube,oil and filter change(Once/year) X —Confirm transfer switch and accessory operation X Fuel filter change(Once/year) X Check alternator charge rate X Check air cleaner(Oncelyear) X Confirm engine and generator gauge operation X Check coolant level X Confirm generator controller operation X Test anti-freeze and adjust X Check unit output voltage and adjust as necessary X Inspect belts condition X Check Fuel Tank Level X Check engine heater operation X Inspect fuel line and electrical connections X Inspect air intakes and outlets Annual Fuel Analysis (Optional$200.00) X Check transfer tank operation Annual Oil Analysis(Optional$100.00) X Drain exhaust line Annual Coolant Analysis(Optional $125.00) X Inspect silencer Annual Resistive Load Bank Test 2 Hour(Optional ) X Check battery charger operation and charging rate Check Interstitial/leak alarm in double wall diesel fuel tank X Check battery electrolyte levels and specific gravity I (Optional$175.00 Once/Year) i X Emergency system operation without load transfer Fuel Polishing (Optional $ lgal) X `Emergency system operation with load transfer(If allowed) IX Annual Gentracker Monitoring (Optional$600.00) X Frequency check/governor adjustment **Where Applicable and With Customer Written Permission. Contract price is based on normal business hours(8:00 AM to 4.30 PM Monday through Friday) Manufacturer/KW Model Serial Number Location Major 3 Each Sub-Total Minor(s)@ Kohler1300KNV 30OREOZD 0729455 Tequesta S810.00 $140.00 $1,230.00 4-hour load bank — - - - - $I,175.00 Gentracker Monitoring - - - - - $600.00 $0.00 S0.00 S0.00 SUB-TOTAL $2,860.00 2 Hour Load Bank Testin (Optional) NA 4 Hour Load Bank Testing(Optional) NA Sub-Total, $3,005.00 State Sales Tax: $ County Sales Tax:$ Total: $3.005.00 Sales Tax is due on all work unless a valid tax-exempt certificate is supplied. This proposal is open for acceptance for 30 days. Terms&Conditions: TAW Periodic Maintenance Agreement&Notification incorporated herein. Proposal Acceptance / Customer Date TAW Power Systems,Inc. Date 'CONTRACT IS NON-BINDING IF NOT SIGNED BY BOTH THE CUSTOMER AND THE CONTRACTOR" 4 TAW Power Systems KOHLER GENERATORS TAW Fax 866- 6 -6261 Fa.�:Sii-866-3409 Labor rates M—F 7:30 am - 4 pm (straight time) $160.00 p/h M—F 5 am-7:30am & 4 pm- 11 pm (O/T) $240.00 p/h M- Su 11 pm- 5 am (DOUBLE time} $320.00 p/h S 5 am- 11 pm (Off) $240.00 p/h Su. ALL DAY (DOUBLE time) $320.00 p/h HOLIDAY'S are billed at DOUBLE time rate. All service calls have a 3 hour minimum charge All services are subject to a 5% environmental fee All service calls and additional repairs are subject to mileage fees depending on distance from TAW shop: Zone 1: 0-20 --50.00 Zone 2: 21-50 — $200.00 Zone 3: 51-100 — $300.00 Zone 4: 101+ - TB D 5 PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement,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 completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-04401 OR AT Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images,graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/."