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2017-070 AGREEMENT FOR REFUSE CONTAINER, COMPACTORS AND RELATED PRODUCTS THIS AGREEMENT, made and entered into this 1 cad ay of u_kj? 2017, A.D., by and between the City of Clermont 685 West Montro treet, Clermont, Florida (hereinafter referred to as "CITY"), and Otto Environmental Systems, LLC., 12700 General Drive, Charlotte,NC 28273 (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of St. Petersburg through the public procurement process awarded an Agreement for refuse container, compactors and related products, City of St. Petersburg Number RFQ 5580; 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 the City of St. Petersburg Contract Number RFQ 5580. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I—SCOPE OF WORK The CONTRACTOR shall furnish refuse container, compactors and related services as described in the City of St. Petersburg Contract Number RFQ 5580, 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 Price Schedule as set forth in Exhibit "B", 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 January 31, 2018, unless terminated or renewed as provided by the City of St. Petersburg. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written 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 right 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 one (1) additional two (2) 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 during 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 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 reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. 3 (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 writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Otto Environmental Systems (NC), LLC 12700 General Drive Charlotte,NC 28273 Attn: Sabrina Bowling, Director of Municipal Services 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 trial 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 prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 6. Assignment. Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personale to the parties hereto and May not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County,Florida. 8. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida'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 Florida'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 CONTRACTOR upon 5 termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically 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 the City of St. Petersburg Contract/Bid No. RFQ 5580. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 1.3 day of ,GCM Q t 2017. City of ont _I//i RA i Gail L. Ash, ayor Attest: /td i � Thi cy A cw roc d Ha&vee G;'4 aerie ", lY _ 'nom 6 .ipt _ .''1:eC Ffitk CSS'°E Otto Environmental Systems (NC), LLC By: (Name Printed or Typed) did B. Piejak President and CEO Title Attest: lJAL 71 Corporate Secretary Anthony S. Todaro (Name Printed or Typed) 7 EXHIBIT A • City of St. Petersburg stueterstiurg BLANKET PURCHASE AGREEMENT www.stpete.org PURCHASE ORDER NO REVISION DATE SHIP TO: ' 182131 0 09-JAN-2015 SANITATION DEPARTMENT CITY OF ST PETERSBURG 2001 28TH STN Saint Petersburg,FL 33713 This Purchase Order No must appear on all invoices,packing lists United States and correspondence related to this order. VENDOR: - VENDOR NO:126768 BILL TO: Otto Environmental Systems(NC)LLC FINANCE DEPARTMENT ACCOUNTS PAYABLE 12700 General Dr. CITY OF ST PETERSBURG. Charlotte,NC 28273 PO BOX 1257 Saint Petersburg,FL 337`1 United States G`" Description: Refuse Containers &Compactors: Commercial&I esidential • Effective: 01-FEB-2015 • c)\-) End Date: 31-JAN-2018 - Buyer/Phone: Dawn Fisher/ s( Email: Dawn.Fisher@stpete.org �`` Vendor/Phone: Sabrina Bowling/(704) 588-9191 Ship Via: Best Way nn`__G.7 Freight Terms: Prepaid \Cb Terms: NET 30 FOB: FOB Destination nn-- Agreed Amount: $350,000.00 C`V Supplier Notes: This Agreement c450-65 Refuse Containers and Compactors for Commercial and 4.Residential effective February 1, 015 through January 31, 2018 with one two-year renewal. City Council approval dated January8, 20' 5580). LINE ' ‘114C1- DESCRIPTION UOM I UNIT PRICE 1 Container,icommercial,front load;high density crosslink polyethylene, EACH 630.00 includes lid CY. 2 Container, commercial, front load, high density crosslink polyethylene, EACH 945.05 includes lid, 3 CY. 3 Container, commercial,front load, high density crosslink polyethylene, EACH 1,020.10 includes lid, 4 CY. 4 Container, recycling, RFID, blue, large, 94-96 gallon. EACH 52.36 5 Container, recycling, RFID, blue, medium,64-66 gallon. EACH 44.94 • To report fraudulent or unethical behavior,contact EthicsPoint,Inc.at 1-888-236-7053 or www:ethicsooinf.com.For Page 1 of 15 grievance related to a specific solicitation,please adhere to the dispute and complaint instructions in the solicitation document. City of St. Petersburg Blanket Purchase Agreement 182131 LINE DESCRIPTION I UOM UNIT PRICE 6 Container, recycling, RFID, blue, small, 32-35 gallon. 1 EACH 37.04 State Sales Tax Exemption Number 85-8012740154C-1 Federal Employer ID Number 59-6000424 Procurement Director • Oo 4,-,\• \oo P� 46 Nbt. �Q �o 4%. To report fraudulent or unethical behavior,contact EthicsPoint,Inc.at 1-888-236-7053 or www.ethicsooint.com.For Page 2 of 15 grievance related to a specific solicitation,please adhere to the dispute and complaint instructions in the solicitation document. City of St. Petersburg Blanket Purchase Agreement 182131 iSuppliers: Please login and acknowledge acceptance of the terms and conditions of this agreement and all change notices. Non-iSuppliers: Please sign and return this page to the Purchasing Department, acknowledging acceptance of the terms and conditions of this agreement and all change notices. Company Name: Address: P SLC *.1Authorized Signature: Date: O Return signed acknowledgement to: Q� City of St. Petersburg Purchasing Department <Zr Dawn Fisher �� PO Box 2842 A St. Petersburg, FL 33731 ‘ �C.J`V Q " <Z4(b* To report fraudulent or unethical behavior,contact EthicsPoint,Inc.at 1-888-236-7053 or www.ethicspoint.corn.For Page 3 of 15 grievance related to a specific solicitation,please adhere to the dispute and complaint instructions in the solicitation document. DRAFT Blanket Purchase Agreement 182131,0 Contract Terms and Conditions Table of Contents City of St Petersburg Solicitation Documents 5 PART B: BLANKET PURCHASEAGREEMENT 5 BlankelPurchase Agreement=Supplies and Equipment 5 F'ARTC:SGOPE OF SERVICES 14 Scope of Services .14 City of St.Petersburg Page 4 of 15 DRAFT Blanket Purchase Agreement 182131,0 City of St Petersburg Solicitation Documents PART B: BLANKET PURCHASE AGREEMENT Blanket Purchase Agreement-Supplies and Equipment 1. Intent The intent of this Blanket Purchase Agreement(?Agreement?)is to cover the purchase of services and supplies described herein. 2.Agreement Period This Agreement will be effective from date of award through a period of three years from date of award. 3. Extension of Agreement The City reserves the right to extend this Agreement under the same prices,terms,and conditions for one two-year period from date of expiration provided such extension is mutually agreeable to both the City and Vendor. 4.Agreement Components This Agreement consists of this document,its appendices and all attached documents made a part hereof by this reference. 5.Orders and Invoices a.Orders will be placed against this Agreement via E-mail,FAX,telephone or oral communications. b. Unless otherwise agreed to,all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (1)Name of Vendor. (2)Blanket Purchase Agreement number. (3)Blanket Purchase Agreement release number. (4)A description of services furnished or supplies delivered,including model number,National Stock Number (NSN)and City's item number (5)Task/delivery order number. (6)Date of purchase. (7)Quantity,unit price,and extension of each item(unit prices and extensions need not be shown when incompatible with the use of automated systems;provided,that the invoice is itemized to show the information) (8)Date of shipment. c.The requirements of the invoice are as specified in the Agreement.Invoices must be submitted to the address specified within the task/delivery order transmission issued against this Agreement.The Vendor?s invoice must City of St.Petersburg Page 5 of 15 DRAFT Blanket Purchase Agreement 182131,0 include,at a minimum,the following: (1)Name of Vendor. (2)Date of preparation. (3)Vendor?s invoice number. (4)Address to which payment should be mailed. (5)City?s Blanket Purchase Agreement and release numbers. (6)A description of services furnished or supplies,including quantities,unit prices and extensions. (7)Discount payment terms. (8)Name of requesting department for whom the shipment was made (9)Ship-To Bill-To:For a listing of locations visit http://www.stpete.org/purchase/citycontracts.htm. 6.Acceptance for the Purpose of Payment Delivery of supplies or services to the City does not constitute acceptance for the purpose of payment. Final acceptance and authorization of payment shall be given only after delivery and a thorough inspection indicates that the supply or service meets contract specifications and conditions. Should the delivered supply or service differ in any respect from the specifications,payment will be withheld until such time as the supplier takes necessary corrective action. The Procurement Department shall be notified of the deviation in writing within five days of delivery. If the proposed corrective action is not acceptable to the City,the Procurement Department may authorize the requesting department to refuse final acceptance,in which case the supply(s)shall remain the property of the supplier,and the City shall not be liable for payment for any portion thereof. 7. Firm Prices Vendor agrees that terms and conditions are firm for the Agreement period as stated in the solicitation.Prices or billing amounts shall not exceed the prices stated in the Agreement without the prior written consent of the City.The prices stated include packing,crating,and transportation F.O.B.destination.Vendor agrees that any price reduction applicable to the ordered services or supplies subsequent to the order date but prior to delivery will be applicable to this Agreement.Vendor shall mail the invoice to the address specified within the Agreement release transmission. 8. Escalation/De-escalation All prices will remain firm for the initial term of the Agreement. Any escalation in base prices thereafter will be made by mutual agreement between the City and the Vendor. Requests for price adjustments must be made in writing to the Procurement&Supply Management Director at least 30 days in advance. All adjustments shall be approved,in writing,by the City. Adjustments in prices shall not exceed U.S.Bureau of Labor Statistics (www.bls.gov)price index specified in herein. Approval of the price adjustment will establish a new base price, from which subsequent adjustments will be calculated. 9.Replacement Parts During this Agreement,the City reserves the sole right to determine replacements for products that are discontinued, upgraded or modified in any manner. Additionally,the City may add items to or delete items from this Agreement when it is in the best interest of the City. City of St.Petersburg Page 6 of 15 DRAFT Blanket Purchase Agreement 182131,0 10.Estimated Quantities The quantities indicated are estimated only and this Agreement shall be binding only for the actual quantities ordered during the agreement period. 11.Samples The City may request samples at any time during the term of this Agreement.These samples will be due within ten days after notification. Each sample must be clearly identified with Vendor?s name,address and,if applicable, manufacturer?s name and model number. Samples shall be submitted at no charge to the City. Any samples not destroyed during the evaluation process will be returned to Vendor at its expense. Samples will be ready for return upon notification by the Procurement Department. Any samples not removed 30 days after notification will become the property of the City.Failure to submit samples within ten days of notification may result in termination of this Agreement. 12.Background Check The City of St.Petersburg requires background checks on all Vendor?s employees,subcontractors and agents who perform services at all City facilities.Vendor shall provide the name,sex,race,date of birth,driver?s license number and issuing state,and social security number for each individual who will perform services at City facilities. The City requires up to 14 days to process background checks.Persons with one or more of the following criteria will fail the City?s background check and will not be allowed to access to City locations: a.Be listed on the FBI's list of suspected terrorists. b.Have an outstanding arrest warrant against them. c.Been convicted of a 1st or 2nd Degree Felonyd.Been convicted for drugs or lewd and lascivious behavior. 13.Cash Discounts In the event the City is entitled to a cash discount for early payment of invoices,the period of computation will commence on the date of delivery,or receipt of a correctly completed invoice,whichever is later. If an adjustment to payment is necessary due to damage,the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of this Agreement,but the invoice does not reflect the existence of a cash discount,the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. 14.Changes Vendor will accept no change to the specifications of this Agreement unless authorized in writing by the City's Procurement Department. At its discretion,the City may make changes to the specifications on any services or supplies at any time. If such changes result in delay or additional expense to Vendor,an equitable adjustment of price and delivery schedule will be made. 15.Delivery For any exception to the delivery date as specified in this Agreement or subsequent release,Vendor shall give prior notification and obtain approval thereto from the City's Procurement Department. With respect to delivery under this Agreement,time is of the essence and the Blanket Purchase Agreement release is subject to termination for City of St.Petersburg Page 7 of 15 DRAFT Blanket Purchase Agreement 182131,0 failure to deliver on time.The acceptance by the City.of late performance with or without objection or reservation shall,not waive the right to claim damages for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Vendor. 16.Inspection All items are subject to inspection and approval by the City. Such inspection shall be made within a reasonable time after delivery or completion of services;irrespective of the date of payment. The City may return rejected items at Vendor's expense: Vendor shall not replace items returned unless so directed by the City in writing. 17.Quality Standards. Special brands,when named;are used to indicate the standard of quality,performance,or use desired. Delivery of Vendor's equal will be considered provided Vendor specifiesbrand and model;and furnishes the necessary descriptive literature: In the event the City elects to accept an alternate purported to be an equal.by Vendor,the acceptance of the item m will be conditioned on the City's inspection and testing after receipt. If in the sole judgment of the City the item is determined not to be equal,the material shall be returned at Vendor's expense and the release may be terminated:' 18.Title Title to material specified in this Agreement passes to the City on the date of delivery or on the date of acceptance of the order by the City,whichever is later. 19.Warranty Vendor warrants items supplied under this Agreement conform to specifications herein,and are fit for the purpose for which such goods are ordinarily employed;except if stated in the provisions of this Agreement,the material must then fit that particular purpose. Vendor and the City agree that orders under this Agreement do not exclude,or in any way limit,other warranties,provided-in this Agreement or by law. 20 Quality Assurance Vendor warrants that the products delivered pursuant to this Agreement shall be of good materials and workmanship,free from defects;and shall conform to the specifications,or samples specified or furnished to the City:This warranty shall survive any inspection,delivery,acceptance,or payment by the City. 21.Defective Products and Services If any of the services and supplies delivered fails to comply with any term of this Agreement,Vendor shall promptly correct such discrepancy or replace such products at Vendor?s expense following notice of such discrepancy from the City.If Vendor fails to so act within five(5)days of such notice;the City may cancel this Agreement as to all such products and services by giving Vendor notice,and in addition to its rights and remedies hereunder and at law and equity,the City may purchase substitute services or supplies elsewhere and charge Vendor with any loss incurred. Vendor warrants that all parts delivered under this Agreement to be free from defects in material and workmanship. Vendor's obligation is limited to furnishing,on an exchange basis,replacements for parts which have been promptly reported by the.City as defective. City of St.Petersburg Page 8 of 15 DRAFT Blanket Purchase Agreement 182131,0 22.Summary of Total Sales Vendor shall furnish the Procurement Department as requested,a detailed summary of sales. The sales summary shall include an itemized description of services or supplies delivered and dollar amount of each. Failure to provide this information within 30 calendar days following the request may result in Vendor being found in default. 23. Materials Safety Data Sheet In compliance with Florida?s Occupational Health and Safety Statue(Chapter 442),any commodity delivered or service provided under this Agreement that contain chemical compounds must be accompanied by a Material Safety Data Sheet(MSDS). The MSDS must include the following information: a.The chemical and common name of the toxic substance; b.The hazards or risks in the use of the toxic substance; c.The proper precautions,handling practices,necessary personal protective equipment,and other safety precautions in the use of or exposure/overexposure to the toxic substance; d.The emergency procedure for spills,fire,disposal,and first aid; e.A description(in lay terms)of the known specific potential health risks posed by the toxic substance; f.The year and month(if applicable)the MSDS information was compiled and the name,address,and emergency telephone number of the manufacturer responsible for preparing the information. 24.Acknowledgment Within 10 workdays of receipt of this Agreement,Vendor shall submit to the City the completed"Acknowledgment of Order"form. 25.Notices Unless and to the extent otherwise provided in this Agreement,all notices,demands,requests for approvals and other communications which are required to be given by either party to the other shall be in writing and shall be deemed given and delivered on the date delivered in person,upon the expiration of five(5)days following the date mailed by registered or certified mail,postage prepaid,return receipt requested to the address provided below,or upon the date delivered by overnight courier(signature required)to the address provided below. CITY:Louis Moore,CPPO City of St.Petersburg Procurement Department One 4th St.N,5th Floor St.Petersburg,FL 33701 26.Severability Should any paragraph or portion of any paragraph of this Agreement be rendered void,invalid or unenforceable by any court of law for any reason,such determination shall not render void,invalid or unenforceable any other paragraph or portion of this Agreement. City of St.Petersburg Page 9 of 15 DRAFT Blanket Purchase Agreement 182131,0 27.Due Authority Each party to this Agreement that is not an individual represents and warrants to the other party that(i)it is a duly organized,qualified and existing entity authorized to do business under the laws of the State of Florida,and(ii)all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing. 28.Assignment Vendor shall make no assignment of any of its rights,duties,or obligations under this Agreement without the City=s prior written consent,which consent may be withheld by the City in its sole and absolute discretion. 29.Termination a.This Agreement may be terminated at any time by the City for convenience,upon thirty(30)days written notice to Vendor. b.The City may terminate this Agreement upon written notice to Vendor in the event Vendor defaults on any of the terms and conditions of this Agreement and such failure continues for a period of thirty(30)days following notice from the City specifying the default;provided,however,that the City may immediately terminate this Agreement, without providing Vendor with notice of default or an opportunity to cure,if the City determines that Vendor has failed to comply with any of the terms and conditions of this Agreement related to safety,indemnification or insurance coverage. 30.Governing Law and Venue This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida and shall inure to and be binding upon the Parties,their successors and assigns.Venue for any action brought in state court shall be in Pinellas County,St.Petersburg Division. Venue for any action brought in federal court shall be in the Middle District of Florida,Tampa Division,unless a division shall be created in St.Petersburg or Pinellas County,in which case the action shall be brought in that division. Vendor consents to the personal jurisdiction of the aforementioned courts and irrevocably waives any objections to said jurisdiction. 31.Public Records Law Vendor shall treat all documents concerning its contractual obligations under this Agreement as public records and abide by the Florida Laws governing public records. 32.Amendment This Agreement may be amended only in writing executed by both the City and the Vendor. 33.Compliance with Laws Vendor shall comply with all applicable federal,state,and local laws,ordinances,rules and regulations,the federal and state constitutions,and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively,?Laws?),including but not limited to Laws relating to nondiscrimination in employment and the furnishing of equal employment opportunity. Vendor shall also comply with City policies and procedures,including but not limited to policies and procedures related to security and internet access. City of St.Petersburg Page 10 of 15 DRAFT Blanket Purchase Agreement 182131,0 34.Third Party Beneficiary No persons other than Vendor and the City and their successors and assigns shallhave any rights whatsoever under this Agreement. 35.No Liens Vendor shall not suffer any liens to be filed against any City property by reason of any work,labor,services or materials performed ator furnished to City property,to Vendor,or.to anyone using City property through or under Vendor. Nothing contained in this Agreement shall be construed as consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws. 36.No Construction Against Preparer of Agreement This Agreement has been prepared by the City and reviewed by Vendor and its professional advisors. The City, Vendor and Vendor?s professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or Vendor or against the City or Vendor merely because of their efforts in preparing it. 37.Use of Name Subject to the requirements of applicable Laws,including but not limited to Florida Laws regarding public records, neither party shall use the other party?s name in conjunction with any endorsement,sponsorship,assurance, marketing,advertisement,or client list,or any external reference,publication,or disclosure(e.g.,outside the City, its departments or agencies or City Council),without the written consent of the City. 38.Non-appropriation The obligations of the City as to any funding required pursuant to.this Agreement shall be limitedto an obligation in any given year to budget,appropriate and pay from legally available funds,after monies for essential City services have been budgeted and appropriated,sufficient monies for the funding that is required during that year. Notwithstanding the foregoing,the City shall not be prohibited from pledging any legally available non-ad valorem 'revenues for any obligations heretofore or hereafter incurred,which pledge shall be prior and superior to any obligation of the Citypursuant to this Agreement. 39.Indemnification a.Vendor shall defend at its expense,pay on behalf of,hold harmless and indemnify the City,its officers, employees,agents,elected and appointed officials and volunteers(collectively,?Indemnified Parties?)from and against any and all claims,demands,liens,liabilities,penalties,fines,fees,judgments,losses and damages,whether or not a lawsuit is filed,including,but not limited to,costs,expenses and attorneys?and experts?fees at trial and on appeal(collectively,?Claims?)for damage to property or bodily or personal injuries,including death at any time resulting therefrom,sustained by any persons or entities,which damage or injuries are alleged or claimed to have arisen out of or in connection with,in whole or in part,directly or indirectly: (1)The performance of this Agreement(including any amendments thereto)by Vendor,its employees,agents, representatives'or'subcontractors;or City of St.Petersburg Page 11 of 15 DRAFT Blanket Purchase Agreement 182131,0 (2)The failure of Vendor,its employees,agents,representatives or subcontractors to comply and conform with applicable Laws,as hereinafter defined;or (3)Any negligent act or omission of Vendor,its employees,agents,representatives,or subcontractors,whether or not such negligence is claimed to be either solely that of Vendor,its employees,agents,representatives or subcontractors,or to be in conjunction with the claimed negligence of others,including that of any of the Indemnified Parties;or (4)Any reckless or intentional wrongful act or omission of Vendor,its employees,agents,representatives,or subcontractors. b.The provisions of this paragraph are independent of,and will not be limited by,any insurance required to be obtained by Vendor pursuant to this Agreement or otherwise obtained by Vendor,and shall survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination. 40.Force Majeure In the event that either party hereto shall be delayed or hindered in or prevented from the performance required hereunder by reason of strikes,lockouts,labor troubles,failure of power,riots,insurrection,war,acts of God,or other reason of like nature not the fault of the party delayed in performing work or doing acts(?Permitted Delay?), such party shall be excused for the period of time equivalent to the delay caused by such Permitted Delay. Notwithstanding the foregoing,any extension of time for a Permitted Delay shall be conditioned upon the party seeking an extension of time delivering written notice of such Permitted Delay to the other party within ten(10) days of the event causing the Permitted Delay. 41. Entire Agreement This Agreement embodies the entire agreement between the City and Contractor. The parties shall not be bound by or be liable for any statement,representation,promise,inducement or understanding of any kind or nature not set forth herein. No changes,amendments,or modifications of any of the terms or conditions of this Agreement shall be valid unless reduced to writing and signed by both parties. The complete Agreement shall include the entire contents of the solicitation,all addenda,all of Contractor?s submittal,supplemental agreements,change orders, performance bond(s),and any and all written agreements which alter,amend or extend the Agreement. 42.Non Exclusive Clause Award of this Agreement shall impose no obligation on the City to utilize Contractor for all work of this type,which may develop during the agreement period.This is not an exclusive contract.The City specifically reserves the right to concurrently contract with other companies for similar work if it deems such action to be in the City?s best interest. 43.Multiple Source Award A multiple source award may be issued when awarded to two(2)or more bidders for similar products are necessary for adequate delivery,service,or product compatibility. Multiple source awards shall not be made when a single award will meet the City's needs without sacrifice of economy or service. Awards shall not be made for the purpose of dividing the business,making available product or supplier selection to allow for user preference unrelated to utility or economy,or avoiding the resolution of the offers. Any such awards shall be limited to the least number of City of St.Petersburg Page 12 of 15 DRAFT Blanket Purchase Agreement 182131,0 suppliers necessary to meet the valid requirements. City of St.Petersburg Page 13 of 15 DRAFT Blanket Purchase Agreement 182131,0 PART C: SCOPE OF SERVICES Scope of Services 1.Scope of Work Contractor shall provide all labor,materials,supervision,tools,equipment,and vehicles necessary for to furnish and deliver refuse containers,compactors and related products. 2.Contractor Responsibilities At a minimum,Contractor shall provide and meet the following responsibilities: a.Contractor shall provide a single point of contact to administer the Agreement b.Contractor shall maintain Minimum Qualifications as stated in bid for the term of Agreement 3.City's Responsibilities At a minimum,City shall provide and meet the following responsibilities: a.City shall provide a single point of contact(Project Manager)to administer the Agreement. b.City shall inspect all deliveries upon receipt. 4. Price Escalation/De-escalation Pricing("base prices")shall remain firm for the first 12 months of the agreement term. After the first 12 months, Contractor shall submit all requests for price adjustments in writing to the Procurement and Supply Management Director at least 30 days in advance. The request shall include written explanation and detailed supporting documentation for the cause of the price change. Price adjustments shall not be effective prior to written approval by the City. Approval of price adjustments will establish a new base price from which subsequent adjustments will be calculated. 5.Account Management Contractor shall provide a single point of contact,who will be readily available during normal business hours to administer the Agreement. Contractor is responsible for notifying the City with any changes in account manager or contact information. Account manager's responsibilities shall include,but are not limited to,overseeing all aspects of implementation,servicing,reporting and issue resolution. 6.Non-Performance a.If Contractor is found in non-performance per the Agreement requirements,and/or fails to satisfactorily remedy or cure non-performance,the Project Manager will file a vendor complaint report with the Procurement Department. The Procurement Department will notify the Contractor in writing.Contractor shall reply within ten(10)business days their response and corrective action including time frame of completion. Project Manager shall conduct City of St.Petersburg Page 14 of 15 DRAFT Blanket Purchase Agreement 182131,0 inspection immediately after stated completion date and advise the Procurement Department in writing if the non-performance has been satisfactorily corrected or advise in detail of any remaining deficiencies. b. If Contractor fails to correct deficiencies identified in a vendor complaint report,the City may recover the cost incurred to have the product or service provided by another supplier.The Procurement Department will notify the Contractor with 48 hours notice of the intent to have the product or service provided by another supplier to allow the Contractor an opportunity to correct the deficiency to the City's satisfaction.All costs for procuring product or service from another supplier shall be deducted from Contractor's next invoice. c.In the event the Contractor consistently fails to perform per the Agreement requirements or within an acceptable period of time,the City may terminate agreement with cause and Contractor may be removed from the bidder's list for up to a three year period. 7. Remedy for Non-Performance Contractor shall remedy,or cure to the City's satisfaction within business days of notification by the City,any non-performance to the specifications of this Agreement.Follow?up or call?back work to correct such non-performance shall be solely at Contractor's expense.Contractor agrees that in the event it fails to remedy or cure default within five business days of notice,City may deduct the costs from payment of Contractor invoices to obtain service elsewhere. 8. Service Rendering Facility a.City reserves the right to inspect the business location and any other business location the Contractor may operate prior to award of a contract and,upon reasonable notice to inspect the business location at any time during the term of this contract. b.Contractor shall provide access to all testing,storage,operations,and other areas,as requested by the City's representatives. c.City reserves the right to conduct an on-site inspection of any subcontractor facilities prior to award and during the term of Agreement. d.Contractor and its subcontractors shall notify the city,in writing,within 30 days of any relocation of it servicing facility. City of St.Petersburg Page 15 of 15 Request for Quotation 5580: Quote 5002 2 Price Schedule B EXHIBIT 2.1 Line Information EXHIBIT v Response Total(USD) 233,679.00 Line Item,Rev Target Unit Response Amount Quantity Price 1 Axle,90 gallon,22"x 5/8",solid 500 EACH No Response steel,zinc plated. 2 Carts:dock and side dumping, 5 EACH No Response 2,500 LB.capacity. 3 Caster,rigid,rubber. 1,000 EACH No Response 4 Caster,swivel,rubber. 1,000 EACH No Response 5 Compactor,power packs,unit 5 EACH No Response with 10 HP power pack hydraulic motor,3 phase electric motor for self contained compactor. 6 Compactor,power packs,Unit 5 EACH No Response with 10 HP power pack,hydraulic motor,single phase electric motor, for self contained compactor. 7 Compactor,self contained,20 3 EACH No Response CY. 8 Compactor,self-contained, 15 3 EACH No Response CY. 9 Compactor,self-contained, 17 1 EACH No Response CY. 10 Compactor,self-contained,24 3 EACH No Response CY. 11 Compactor,self-contained,25 3 EACH No Response CY. 12 Compactor,self-contained,30 5 EACH No Response CY. 13 Compactor,self-contained,36 3 EACH No Response CY. 14 Compactor,vertapac,2 CY, 3 EACH No Response Marathon,TC HD,or approved equal 15 Compactor,vertapac,2.5 CY, 3 EACH No Response Marathon,TC HD,or approved equal 16 Compactor,vertapac,3 CY, 3 EACH No Response Marathon,TC HD,or approved equal 17 Container, 100%cross-linked 100 EACH No Response polyethylene,granny hatch lid,300 gallon,black,old style. 18 Container, 100%cross-linked 50 EACH No Response polyethylene,granny hatch lid,300 gallon,brown,old style. 19 Container, 100%cross-linked 100 EACH No Response polyethylene,granny hatch lid,300 gallon,green,old style. 20 Container,commercial,double 20 EACH No Response wall,plastic lids, 1 CY,slant top. 21 Container,commercial,double 75 EACH No Response wall,plastic lids,2 CY,slant top. 22 Container,commercial,double 10 EACH No Response wall,plastic lids,3 CY,flat top. City of St.Petersburg Page 48 of 73 Request for Quotation 5580: Quote 5002 Line Item,Rev Target Unit Response Amount Quantity Price 23 Container,commercial,double 90 EACH No Response wall,plastic lids,3 CY,slant top. 24 Container,commercial,double 20 EACH No Response wall,plastic lids,4 CY,flat top, plastic side. 25 Container,commercial,double 50 EACH No Response wall,plastic lids,4 CY,slant top. 26 Container,commercial,double 30 EACH No Response wall,plastic lids,6 CY,slant top, plastic side. 27 Container,commercial,double 80 EACH No Response wall,plastic lids,6 CY,slant top. 28 Container,commercial,double 80 EACH No Response wall,plastic lids,8 CY,slant top. 29 Container,commercial,front 10 EACH 630.00 6,300.00 load,high density crosslink polyethylene,includes lid,2 CY. 30 Container,commercial,front 20 EACH 945.05 18,901.00 load,high density crosslink polyethylene,includes lid,3 CY. 31 Container,commercial,front 20 EACH 1,020.10 20,402.00 load,high density crosslink polyethylene,includes lid,4 CY. 32 Container,commercial,front 10 EACH No Response load,marine grade aluminum, includes lid,2 CY. 33 Container,commercial,front 20 EACH No Response load,marine grade aluminum, includes lid,3 CY. 34 Container,commercial,front 20 EACH No Response load,marine grade aluminum, includes lid,4 CY. 35 Container,commercial,metal 5 EACH No Response lids,6 CY,flat top,metal lids, plastic side sliding doors. 36 Container,commercial,metal 5 EACH No Response lids,6 CY,flat top,metal lids. 37 Container,commercial,metal 10 EACH No Response lids,6 CY,flat top,plastic lids, plastic side sliding doors. 38 Container,commercial,metal 30 EACH No Response lids,8 CY,flat top,double wall plastic lids,plastic side sliding. 39 Container,commercial,metal 5 EACH No Response lids,8 CY,flat top,metal lids. 40 Container,commercial,open 2 EACH No Response top,roll-off, 10 CY. 41 Container,commercial,open 20 EACH No Response top,roll-off,20 CY. 42 Container,commercial,open 20 EACH No Response top,roll-off,30 CY. 43 Container,commercial,open 10 EACH No Response top,roll-off,40 CY. 44 Container,commercial, 2 EACH No Response recycling,closed top with five(5) compartments,roll-off,tailgate gaskets,full back door,20 CY. City of St.Petersburg Page 49 of 73 Request for Quotation 5580: Quote 5002 Line Item,Rev Target Unit Response Amount Quantity Price 45 Container,commercial, 2 EACH No Response recycling,closed top with four(4) compartments,roll-off,tailgate gaskets,full back door,20 CY. 46 Container,commercial, 2 EACH No Response recycling,closed top with one(1) compartment roll-off,tailgate gaskets,full back door,20 CY. 47 Container,commercial, 2 EACH No Response recycling,closed top with three(3) compartments,roll-off,tailgate gaskets,full back door,20 CY. 48 Container,commercial, 2 EACH No Response recycling,closed top with two(2) compartments,roll-off,tailgate gaskets,full back door,20 CY. 49 Container,compaction,octagon, 2 EACH No Response (breakaway), 16 CY.Mfg./Model No.Marathon/RJ-160C or approved equal. 50 Container,compaction,octagon, 2 EACH No Response (breakaway),27 CY.Mfg./Model No.Marathon/RJ-160C or approved equal. 51 Container,compaction,octagon, 2 EACH No Response (breakaway),37 CY.Mfg./Model No.Marathon/RJ-160C or approved equal. 52 Container,compaction,octagon, 3 EACH No Response (breakaway),40 CY.Mfg./Model No.Marathon/RJ-160C or approved equal. 53 Container,compaction,octagon, 2 EACH No Response (breakaway),43 CY.Mfg./Model No.Marathon/RJ-160C or approved equal. 54 Container,cross linkable 200 EACH No Response poythylene,black,60 gallon. 55 Container,crosslink 3,000 EACH No Response polythylene,midnight shower black,wheels,axles,38 LB,90 gallon. 56 Container,front load,6"lip,7 20 EACH No Response gauge bottom,2 skids,drain hole, 30"x 69 1/2". 57 Container,front load,6"lip,7 10 EACH No Response gauge bottom,2 skids,drain hole, 30"x 76". 58 Container,front load,6"lip,7 35 EACH No Response gauge bottom,2 skids,drain hole, 36"x 69 1/2". 59 Container,front load,6"lip,7 20 EACH No Response gauge bottom,2 skids,drain hole, 36"x 72". 60 Container,front load,6"lip,7 20 EACH No Response gauge bottom,2 skids,drain hole, 48"x 69 1/2". City of St.Petersburg Page 50 of 73 Request for Quotation 5580:Quote 5002 Line Item,Rev Target Unit Response Amount Quantity Price 61 Container,front load,6" lip,7 20 EACH No Response gauge bottom,2 skids,drain hole, 48"x 72". 62 Container,front load,6"lip,7 20 EACH No Response gauge bottom,2 skids,drain hole, 72"x 72". 63 Container,front load,6"lip,7 55 EACH No Response gauge bottom,2 skids,drain hole, 72"x 79". 64 Container,polythylene,black, 200 EACH No Response 60 gallon. 65 Container,polythylene,black, 1,000 EACH No Response 90 gallon. 66 Container,recycling,RFID, 1,400 EACH 52.36 73,304.00 blue, large,94-96 gallon. 67 Container,recycling,RFID, 1,400 EACH 44.94 62,916.00 blue,medium,64-66 gallon. 68 Container,recycling,RFID, 1,400 EACH 37.04 51,856.00 blue,small,32-35 gallon. 69 Container,roll-off,sludge, 5 EACH No Response fiberglass lid. 70 Container,UV stabilized, 20 EACH No Response cross-linkable high density polyethylene, lid,200 gallon,2/3 opening,green,old style. 71 Container,UV stabilized, 500 EACH No Response cross-linkable high density polyethylene,lid,300 gallon,2/3 opening,black,new style. 72 Container,UV stabilized, 20 EACH No Response cross-linkable high density polyethylene,lid,300 gallon,2/3 opening,black,old style. 73 Container,UV stabilized, 100 EACH No Response cross-linkable high density polyethylene,lid,300 gallon,2/3 opening,brown,new style. 74 Container,UV stabilized, 100 EACH No Response cross-linkable high density polyethylene,lid,300 gallon,2/3 opening,clay,new style. 75 Container,UV stabilized, 400 EACH No Response cross-linkable high density polyethylene,lid,300 gallon,2/3 opening,green,new style. 76 Container,UV stabilized, 100 EACH No Response cross-linkable high density polyethylene,lid,300 gallon,2/3 opening,grey,new style. 77 Handle,90 gallon,structural 500 EACH No Response foam container,5/16"bolt holes, carbon steel with Permatex coating. 78 Lid,300 gallon container,UV 200 EACH No Response stabilized,cross-linkable high density polyethylene,2/3 opening, black,new style. 79 Lid,300 gallon container,UV 200 EACH No Response City of St.Petersburg Page 51 of 73 Request for Quotation 5580:Quote 5002 Line Item,Rev Target Unit Response Amount Quantity Price stabilized,cross-linkable high density polyethylene,2/3 opening, brown,new style. 80 Lid,300 gallon container,UV 100 EACH No Response stabilized,cross-linkable high density polyethylene,2/3 opening, brown,new style. 81 Lid,300 gallon container,UV 100 EACH No Response stabilized,cross-linkable high density polyethylene,2/3 opening, clay,new style. 82 Lid,300 gallon container,UV 100 EACH No Response stabilized,cross-linkable high density polyethylene,2/3 opening, green,new style. 83 Lid,300 gallon container,UV 100 EACH No Response stabilized,cross-linkable high density polyethylene,2/3 opening, grey,new style. 84 Lid,300 gallon container,UV 200 EACH No Response stabilized,cross-linkable high density polyethylene,front one(1) piece lid,black. 85 Lid,300 gallon container,UV 200 EACH No Response stabilized,cross-linkable high density polyethylene,rear lid, black. 86 Lid,300 gallon container,UV 200 EACH No Response stabilized,cross-linkable high density polyethylene,split,double walls,left and right,black. 87 Lid,90 gallon container, 100% 700 EACH No Response cross-linked medium density polyethylene,black polymer. 88 Lid,commericial, 100% 100 EACH No Response cross-linked polyethylene,black polymer,36"x 31",minimum weight 8 LB. 89 Lid,commericial, 100% 100 EACH No Response cross-linked polyethylene,black polymer,36"x 41",minimum weight 10 LB. 90 Lid,commericial, 100% 100 EACH No Response cross-linked polyethylene,black polymer,36"x 46",minimum weight 12I LB. 91 Lid,commericial, 100% 100 EACH No Response cross-linked polyethylene,black polymer,36"x 49",minimum weight 12 LB. 92 Lid,commericial, 100% 600 EACH No Response cross-linked polyethylene,black polymer,36"x 58",minimum weight 15 LB. 93 Lid,granny hatch,300 gallon 200 EACH No Response container, 100%cross-linked polyethylene,black polymer. City of St.Petersburg Page 52 of 73 Request for Quotation 5580:Quote 5002 Line Item,Rev Target Unit Response Amount Quantity Price 94 Lids,recycling,sliding,30"x 100 EACH No Response 30", 100%cross linked polyethylene,black polymer, minimum weight 7 LB,90 gallon. 95 Rod,300 gallon granny hatch, 1,000 EACH No Response hinge,PVC. 96 Rod,300 gallon,hinge,PVC. 1,000 EACH No Response 97 Wheel, 10", 100%cross-linked 5,000 EACH No Response polyethylene,black polymer. City of St.Petersburg Page 53 of 73