VI-C-2 JULY 7, 2014 MEMORANDUM TO: MAYOR AND CITY COMMISSION FROM: CITY ATTORNEY'S OFFICE DATE: July 7, 2014 RE: Agreement with Hertz Equipment Rental Corporation for Industrial Equipment/Tool Rental Attached hereto for your consideration is an Agreement with Hertz Rental Corporation (Hertz) for the rental of industrial equipment/tools to be used by the City’s Water Distribution Division. The terms, conditions and pricing associated with this Agreement are made pursuant to State of Florida Contract ACS No. 518410-14-ACS for Industrial Equipment and Tool Rental, in addition to the supplemental terms contained in the Addendum to the State Contract between the City and Hertz. The Water Division is seeking to utilize a negotiated Agreement with Hertz in an effort to guarantee pricing rather than obtain quotes for each needed rental and minimize delays in obtaining equipment in emergency situations. In addition, rental of equipment/tools represents a more cost effective approach than purchasing certain equipment since the price to purchase new equipment/tools that are only used occasionally is a significant expense. The term of this Agreement, effective July 7, 2014, subject to approval by the City Commission, shall be for a period of three (3) years, with one (1) additional two (2) year period following expiration of the initial term upon mutual written agreement of the parties. The total anticipated annual cost for equipment/tool rental is $25,000.00 based on previous yearly expenditures. However, total cost will vary depending on what type and how often a type of equipment is needed. It is recommended that the appropriate City officials be authorized to execute this Agreement with Hertz for industrial equipment/tool rental. RS attachment ADDENDUM TO FLORIDA STATE CONTRACT NO. 518-410-14-ACS INDUSTRIAL EQUIPMENT AND TOOL RENTAL This Addendum, made and entered into this 7th day of July 2014, by and between the CITY OF LAKELAND, a municipality organized and existing under the laws of Florida, hereinafter referred to as “City”, and HERTZ EQUIPMENT RENTAL CORPORATION, hereinafter referred to as “Contractor”, agree that the following terms and conditions shall serve as an Addendum to the Florida State Contract for Industrial Equipment and Tool Rental, along with all subsequent documents that form this Agreement, whereby, upon mutual written consent of the parties: WHEREAS, the City seeks to procure services and/or commodities pursuant to Request for Proposal (RFP) #63-JGD10070 issued by North Carolina State University and utilized by the State of Florida as an Alternate Contract Source pursuant to State of Florida Contract ACS No. 518-410-14-ACS (State Contract) for Industrial Equipment and Tool Rental; and WHEREAS, the CITY has determined various terms and/or conditions contained in the State Contract require modification to acknowledge statutory provisions under Florida law applicable to local government agencies and the City’s procurement policies/procedures; and NOW THEREFORE, in consideration of the above and mutual covenants contained herein, the parties agree to modify the State Contract as follows: The following provisions shall modify the State of Florida’s Contract, Exhibit C, General Contract Conditions, attached hereto as Exhibit “A” and incorporated herein by reference, and provide for the terms/conditions related to the equipment and services hereunder: 1. Section 14. Transaction Fee. Remove this provision in its entirety. 2. Section 15. Invoicing and Payment. Modify this provision as follows: Payment shall be made in accordance with Florida Statute § 218.74, the Local Government Prompt Payment Act, forty-five (45) days upon receipt of invoice by Contractor. Interest penalties for late payments shall one percent (1%) per month on any unpaid balance in accordance with §218.74, the Local Government Prompt Payment Act. 3. Section 19. Indemnification. Remove Section 19 in its entirety and insert the City’s Hold Harmless/Indemnification Agreement attached hereto as Exhibit “B”. 4. Section 20. Limitation of Liability. Modify this provision as follows: For all claims against the Contractor under any agreement or purchase order, and regardless of the basis on which the claim is made, the Contractor’s liability shall be limited to the amount of insurance required pursuant to the services/equipment provided hereunder. 5. Section 35. Insurance Requirements. The City of Lakeland is selfinsured for general liability and automobile liability and, as such, City will provide Contractor with a Notice of Self-Insurance which is attached hereto as Exhibit “C”. 6. Section 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Remove this provision in its entirety. 7. Section 41. Products Available from the Blind or Other Handicapped. Remove this provision in its entirety. 8. Add the following provision related to Governing Law, Jurisdiction and Venue: The parties to this Agreement irrevocably consent to jurisdiction and venue of the Courts of Polk County, Florida or the United States District Court in and for the Middle District of Florida, Tampa Division in connection with any action or proceeding arising out of or relating to this Contract, document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement, or breach of this Contract or any such document or instrument. This Agreement shall be governed by the laws of the State of Florida. 9. Add the following provision related to Public Records. Contractor shall comply with Florida Statute Chapter 119, the Florida Public Records Act as it relates to records kept and maintained by Contractor in performance of services pursuant to this Agreement. In accordance with Florida Statute § 119.0701, Contractor shall be required to provide public access to such records at a cost that does not exceed the statutory requirements or as otherwise provided by law. In the event any such records are exempt or confidential from public records disclosure Contractor shall ensure that those records are not disclosed except as authorized by law. Contractor shall meet all requirements for retaining public records and shall transfer at no cost to the City, all public records in possession of the Contractor upon termination of the Agreement and destroy 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 system of the City. 10. Pricing. The pricing pursuant to this Agreement is as set forth in Exhibit “D”, attached hereto and incorporated herein by reference. 2 11. Term of Agreement. The initial term of this Agreement shall be effective from July 7, 2014 through March 31, 2017, unless otherwise terminated as provided by the State Contract. Upon mutual written agreement, the parties may renew this Agreement for one (1) additional two (2) year period following the expiration of the initial term. Except as provided herein, all other terms and conditions of the State Contract shall remain in full force and effect. IN WITNESS WHEREOF the parties herein have executed this Addendum to the Agreement for Industrial Equipment and Tool Rental as of the day and year first written above. CITY OF LAKELAND, FLORIDA HERTZ EQUIPMENT RENTAL CORPORATION By: R. Howard Wiggs By: (Signature) ____________________________ (Printed Name/Title) ATTEST: By:___________________________ Kelly S. Koos, City Clerk Approved as to form and correctness: ATTEST: By:____________________________ Timothy J. McCausland, City Attorney By: (Attesting Witness’ Signature) (Printed Name/Title) 3