Contract 2023-060ADocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51 ED
AGREEMENT No. 2023-060
BIOSOLIDS STABILIZATION AND DISPOSAL SERVICES
THIS AGREEMENT, is made and entered into this 19th day of June 2023, by and between the
CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida
whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"),
and SHELLY'S SEPTIC TANK, D/B/A/ SHELLY'S ENVIRONMETAL SYSTEMS, whose
address is: 6505 West Jones Avenue, Zellwood, Florida 32798, (hereinafter referred to as
"CONTRACTOR").
WHEREAS, City of Port Orange through the public procurement process awarded an Agreement
for, Biosolids Stabilization and Disposal Services Contract Number CA5252;
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 Port Orange Contract Number CA5252;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish biosolids stabilization and disposal services as described in the
City of Port Orange Contract Number CA5252, which is attached hereto and incorporated herein
as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits
attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire
any items or services from CONTRACTOR that is not specified in the CITY's purchase order. 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.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the
Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and
incorporated herein.
3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties, and shall remain
in effect until Sunday, March 14, 2027 unless terminated or renewed by City of Port
Orange .
B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice
to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's
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Piggyback Agreement
Biosolids Stabilization and Disposal Services
convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if 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 the 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.
4. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to CITY the services contained under the Scope
of Work upon receipt of an authorized order from CITY and shall provide the requested
items in the timeframe and as set forth in City of Port Orange Contract Number CA5252
or in the specific purchase order or authorized order submitted by CITY. Nothing herein
shall obligate CITY to purchase any specific amount of product from CONTRACTOR or
create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall
not be obligated or required to pay for any items received until such time as CITY has
accepted the items in accordance with the order provided to CONTRACTOR.
B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it
has an issue or question related to the fulfillment of the order or whether there will be any
delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will
preclude CONTRACTOR from seeking payment of any kind for any items that were
delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option
cancel the order and seek the items from any available source.
C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any
gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or
representative as in compliance with the terms of this Contract shall not operate as a
waiver by the CITY of strict compliance with the terms of this Contract and the CITY
may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas,
and bio-diesel so as to comply with the warranties and specifications hereof.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall
submit an invoice to CITY upon completion of the services and delivery of products to CITY as
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DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51 ED
Piggyback Agreement
Biosolids Stabilization and Disposal Services
set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for
all accepted deliveries and undisputed product delivered and services provided, within thirty (30)
calendar days of receipt of the invoice.
6. DISPUTE RESOLUTION - MEDIATION
A. 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.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
C. 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.
7. INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its 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 subCONTRACTOR 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.
7.2. CONTRACTOR's Commercial General Liabilitv Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business 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 as follows:
A. CONTRACTOR's Commercial General Liability, $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
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Piggyback Agreement
Biosolids Stabilization and Disposal Services
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to
provide coverage on an occurrence basis.
7.3. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses and
expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting from its 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 such acts are 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; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the CITY and its other
contractors.
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.
8. 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.
A. CONTRACTOR:
• Shelly's Septic Tanks Inc
• Attn: James D. Shelley
• 6505 West Jones Avenue, Zellwood, Florida 32798
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Piggyback Agreement
Biosolids Stabilization and Disposal Services
A. OWNER:
• City of Clermont
• Attn: Brian Bulthuis, City Manager
• 685 W. Montrose Street, Clermont, FL 34711
9. MISCELLANEOUS
9.1. Attornevs' 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.
9.2. 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.
9.3. 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.
9.4. 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.
9.5. 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.
9.6. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this Agreement is personal to the parties hereto and
may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of
city.
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Piggyback Agreement
Biosolids Stabilization and Disposal Services
9.7. 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.
9.8. 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.
9.9. 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 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.
10. AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement as if
herein repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51 ED
Piggyback Agreement
Biosolids Stabilization and Disposal Services
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in the City of Port Orange Contract Number CA5252.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 19th day of
June 2023.
CITY OF CLERMONT
,o—DocuSigned by:
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Tim Murry, Mayor
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ATTEST:
,,—DocuSigned by:
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Tracy Ackroyd Howe, City Clerk
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DocuSign Envelope ID: ED96626B-8CO9-40DD-8298-4F84D45C59ED
SHELLY'S SEPTIC TANK, D/BIAI SHELLY'S ENVIRONMETAL SYSTEMS
By: L 1. 1, 1 &.7
(S' tUr )
Print Name: � L 1 i!/
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Date: U Z,G,�?�
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
CITY OF PORT ORANGE
STANDARD CONTRACT FOR SERVICES
This Standard Contract for Services ("Contract") is entered into this day of _- , 2017,
by and between the CITY of PORT ORANGE, a Florida municipal corporation, whose principal address is 1000 City
Center Circle, Port Orange, Florida 32129 (the "City") and SHELLEY'S SEPTIC TANK, INC. d/b/ai SHELLEY'S
ENVIRONMENTAL. SYSTEMS ("Contractor"), a Florida corporation whose principal address is 6505 West Jones Avenue,
Zellwood, Florida 32798, The City and Contractor are collectively referred to herein as the "Parties."
1. Provision of Services
(a) The Contractor hereby agrees to provide the City of Port Orange with Biosolids Stabilization and
Disposal Services, as more specifically described in Invitation to Negotiate No. 16-09 ("ITN 16-09"),
Addendum No. 1, Addendum No. 2 and Addendum No. 3. Copies of ITN 16-09 and all
Addendums are available in the office of the City Clerk, 1000 City Center Circle, Port Orange,
Florida 32127.
(b) The time, manner and place for performance of such services shall be:
Term: This Contract shall become effective on the last date the Contract is signed by the Parties
and shall continue for a period of 10 years (the "Term").
Manner and Place: The work shall be performed as outlined in ITN 16-09, Addendum No 1,
Addendum No. 2, and Addendum No 3, in accordance with and in a manner as required by all
current federal, state, county, fire, building and land development codes, laws, ordinances and
regulations, and with applicable permits and licenses per the City Code of Ordinances.
Time and Essence: Contractor acknowledges that time is of the essence for this Contract.
Authorization for Services: This Contract standing alone does not authorize the purchase of any
goods or services or require the City to place any orders for goods or service. Authorization for the
purchase of goods or services from Contractor under this Contract shall be in the form of a written
Purchase Orders issued and executed by the City.
2. City Obliaations. In return for the services identified above, the City agrees to compensate the Contractor
at a rate of $39.95 per wet ton, with an annual adjustment of 2% or the annual Consumer Price Index
("CPI") of the United States Department of Transportation, whichever is less, during the term of this
Contract. The CPI shall be based on rates released in August 2017. The rates shall remain the same,
except for CPI adjustments, during the term of this Contract. The City's obligation to pay Contractor under
this Contract is limited to the budgeted amount for the fiscal year approved by the Port Orange City
Council for the then current fiscal year. All payments shall be governed by the Local Government Prompt
Payment Act as set forth in Sections 218,70 through 218.79, Florida Statutes, as amended.
3. Liens. Contractor acknowledges that Contractor shall not be entitled to lien the City or other public
property.
CITY OF PORT ORANGE • STANDARD CONTRACT FOR SERVICES ]CA5251]
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
4. Contract Administration. The Public Utilities Director, Lynn Stevens, shall perform contract administration
of this Contract. For notice provisions, see the paragraph below entitled "Notice."
5. Termination for Convenience of the Citv
(a) The parties agree that the City may terminate this Contract, or any work or delivery required
hereunder, from time to time either in whole or part, whenever the City Manager of Port Orange shall determine that
such termination is in the best interest of the City,
(b) Termination, in whole or in part, shall be effected by delivery of a Notice of Termination signed by
the City Manager or his designee, mailed or delivered to the Contractor, and specifically setting forth the effective
date of termination.
(c) Upon receipt of such Notice, the Contractor shall:
(i) cease any further deliveries or work due under this Contract, on the date, and to the
extent, which may be specified in the Notice;
(H) place no further orders with any subcontractors except as may be necessary to perform
that portion of this Contract not subject to the Notice;
(iii) terminate all subcontracts except those made with respect to contract performance not
subject to the Notice;
(iv) settle all outstanding liabilities and claims which may arise out of such termination, with the
ratification of the Finance Director of Port Orange; and
(v) use best efforts to mitigate any damages which may be sustained by the Contractor as a
consequence of termination under this clause.
(d) After complying with the provisions of subparagraph (c), above, the Contractor shall submit a
termination claim, in no event later than six (6) months after the effective date of termination, unless one or more
extensions of three (3) months each are granted by the Finance Director.
(e) The Finance Director, with the approval of the City Manager, shall pay from the using department's
budget, reasonable costs of termination, including a reasonable amount for profit on supplies or services delivered
or work completed. In no event shall this amount be greater than the original contract price, reduced by any
payments made prior to Notice of Termination, and further reduced by the price of the supplies not delivered or the
services not provided. This Contract shall be amended accordingly, and the Contractor shall be paid the agreed
amount.
(f) In the event that the parties cannot agree on the whole amount to be paid to the Contractor by
reason of termination under this clause, the Finance Director shall pay the Contractor the amounts determined as
follows, without duplicating any amounts which may have already been paid under the preceding paragraph of this
clause:
(i) With respect to all Contract performance prior to the effective date of Notice of
Termination, the total of:
(t) the cost of work performed or supplies delivered;
(2) the cost of settling and paying any reasonable claims as provided in paragraph (c)
(iv), above;
(3) a sum as profit on (a) determined by the Finance Director to be fair and
reasonable.
CITY OF PORT ORANGE - STANDARD CONTRACT FOR SERVICES (CA52521
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
(ii) The total sum to be paid under (i) above shall not exceed the contract price, as further
reduced by the contract price of work or supplies not terminated.
(g) In the event that the Contractor is not satisfied with any payments which the Finance Director shall
determine to be due under this clause, the Contractor may appeal any claim to the City Council in accordance with
Paragraph 20 of this contract concerning disputes.
6. Termination for Convenience for Subcontractors. In accordance with the termination for the convenience of
the City provision of this contract, the Contractor shall include similar provisions in any subcontract, and shall
specifically include a requirement that subcontractors make all reasonable efforts to mitigate damages which may
be suffered. Failure to include such provisions shall bar the Contractor from any recovery from the City whatsoever
of loss or damage sustained by a subcontractor as a consequence of termination for convenience.
7. Termination for Default. Either party may terminate this Contract, without further obligation, for the default.
of the other party or its agents or employees with respect to any agreement or provision contained herein,
8. Examination of Records
(a) The Contractor agrees that the City, or any duly authorized representative, shall, until the
expiration of five (5) years after final payment hereunder, have access to and the right to examine and copy any
pertinent books, documents, papers and records of the Contractor involving transactions related to this Contract.
(b) The Contractor further agrees to include in any subcontract for more than $10,000 entered into as
a result of this Contract, a provision to the effect that the subcontractor agrees that the City or any duly authorized
representative shall, until the expiration of five (5) years after final payment under the subcontract, have access to
and the right to examine and copy any pertinent books, documents, papers and records of such contractor involved
in transactions related to such subcontract, or this Contract. The term subcontract as used herein shall exclude
purchase orders for public utility services at rates established for uniform applicability to the general public.
(c) The period of access provided in subparagraphs (a) and (b) above for records, books, documents
and papers which may relate to any arbitration, litigation, or the settlement of claims arising out of the performance
of this contract or any subcontract shall continue until any appeals, arbitration, litigation or claims shall have been
finally disposed of.
9. Public Records Compliance. Contractor shall comply with public records laws as set forth in Chapter 119,
Florida Statutes, and shall specifically;
(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 Section 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 for the duration of the Contract term.
(d) Upon completion of the Contract, Contractor shall transfer to the City, at no cost, all public records
in possession of the Contractor 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.
If Contractor does not comply with a public records request, the City shall enforce the contract provisions in
accordance with the contract.
CITY OF PORT ORANGE - STANDARD CONTRACT FOR SERVICES (CA52521
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
CONTRACTOR QUESTIONS RELATING TO CONTRACTOR'S DUTIES TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT MUST BE FORWARDED TO THE OFFICE OF
THE CITY CLERK, CITY HALL,1000 CITY CENTER CIRCLE, PORT ORANGE, FLORIDA 32129
TELEPHONE: (386) 506.5563 E-MAIL: CITYCLERK a@PORT-ORANGE.ORG
10. Termination for Non-Aonrooriation of Funds
(a) If funds are not appropriated for any succeeding fiscal years subsequent to the one in which this
contract is entered into, for the purpose of this Contract, then the City may terminate this Contract upon thirty (30)
days prior written notice to the Contractor. Should termination be accomplished in accordance with this Section, the
City shall be liable only for payments due through the date of termination.
(b) The City agrees that should it terminate in accordance with this Section, it shall not obtain services
which are substantially equal to or similar to those for which this contract was entered into. This provision shall
survive any termination of the Contract,
11. Insurance. Contractor shall maintain insurance during the life of this Contract. Contractor shall provide to
the City a certificate of insurance identifying the City of Port Orange as an additional insured. For workers'
compensation coverage, the bidder's insurance certificate shall include the insurer's waiver of subrogation in lieu of
naming the city as an additional insured for workers' compensation.
Policies other than Workers' Compensation shall be issued by insurers licensed and/or duly authorized
under Florida Law to do business in the State of Florida and all insuring companies are required to have a minimum
rating of "A" in the `Best Key Rating Guide" published by A.M. Best & Company, Inc, Policies for Workers'
Compensation may be issued by companies authorized as a group self -insurer by F.S. 440.572, Contractor shall
not commence work under this Agreement until the City has received a certificate or certificates of insurance and
endorsement evidencing the required insurance. Contractor shall provide the City written notice of cancellation,
nonrenewal or any other changes in coverage no later than ten (10) days prior to the effective date of the change.
The City reserves the right to increase insurance coverage as determined for higher risk contracts and shall
reimburse the Contractor for the reasonable additional costs of increased coverage.
Insurance Standards
Workers' Limits: Coverage A - Statutory
Compensation Coverage B - $100,000
Additional Coverage: All States (Broad Form)
Voluntary Compensation
Comprehensive Limits: Combined Single Limit Bodily
General Liability Injury and Property damage
(including Completed $500,000 occurrence
Operations and $1,000,000 Aggregate
Contractual Liability
CITY OF PORT ORANGE - STANDARD CONTRACT FOR SERVICES (CA52521
Comments
If the contract requires work on or about
navigable waters, require Longshoreman's
and Harbor Workers' Coverage. If vessels
involved, require Jones Act coverage with
limits of $500,000.
When the Contract work on or under
Railroad rights of way or properties, the
Contractor shall take out and maintain
during the life of the Contract, Railroad
protective liability and property damage
insurance in amounts as requested by the
Railroad.
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Comprehensive Limits: Auto Liability Body Injury:
Business, Automobile $100,000 each person
Liability to include all $300,000 each occurrence.
automobiles. Property Damage Liability
$100,000 each occurrence.
Additional Coverage: Non -Owned, Hired Car
pFePefty Ir,nwaric-3 Umitc: BuRdingo Complateedvalue e€
G Eildo77Qif efts Risk. 60ntFaet.
Additional Govera 'cRisk" Wyer-age en latest'idQ
#ems of Its equivalent,
8wneF named oo inursd�
GeveFage $1,090,090
(EFFGFS 1i Omissions)
Or $500,000 Combined Single Limit for
Bodily Injury and Property Damage
installatien of i '
form, inoludin
named.
12. Assianability of Contract. Neither this contract, nor any part hereof, may be assigned by the Contractor to
any other party without the express written approval of the City Council,
13. Modifications or Chances to this Contract
(a) Change Orders. The Department Head, with the concurrence of the City's signatory as required by
the City's Purchasing Policy, shall without notice to any sureties, have the authority to order changes in this
Contract which affect the cost or time of performance. Such changes shall be ordered in writing specifically
designated to be a change order. Such orders shall be limited to reasonable changes in the services to be
performed or the time of the performance. The City will not be held liable for any changes which have not been
properly authorized and approved in accordance with this Contract.
(b) If any change under this clause causes an increase or decrease in Contractor's cost of, or time
required for the performance of the work hereunder, Contractor shall receive an equitable adjustment in accordance
with subparagraph (d), which shall include all compensation to the Contractor, or the City, of any kind in connection
with such change, including all costs and damages related to or incidental to such change.
(c) Contractor need not perform any work described in any change order unless it has received a
certification from the City that there are funds budgeted and appropriated sufficient to cover the cost of such
changes.
(d) No claim for changes ordered hereunder shall be considered if made after final payment in
accordance with the Contract.
14. Sovereian Immunity. The City expressly retains all rights, benefits and immunities of sovereign immunity in
accordance with Section 768.28, Florida Statutes. Notwithstanding anything set forth in any section of this Contract
to the contrary, nothing in this Contract shall be deemed as a waiver of immunity or limits of liability of the City
beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida
Legislature or may be adopted by the Florida Legislature and the cap on the amount and liability of the City for
damages regardless of the number or nature of claims in tort or equity shall not exceed the dollar amount set by the
legislature for tort. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing
CITY OF PORT ORANGE - STANDARD CONTRACT FOR SERVICES (CA5252J
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51 ED
any claim against the City which would otherwise be barred under the Doctrine of Sovereign Immunity or operation
of law.
16. Warranties. Contractor warrants that (1) the supplies to be provided to the City pursuant to this Contract
are fit and sufficient for the purpose intended; (2) the supplies are merchantable, of good quality, and free from
defects, whether patent or latent, in material or workmanship, and (3) the supplies sold to the City pursuant to this
Contract conform to the standards required by this Contract.
Contractor further warrants that Contractor has title to the supplies provided, and that the supplies are free
and clear of all liens encumbrances, and security interests. All warranties made in this Contract, together with
service warranties and guarantees, shall run to the City and its successors and assigns.
16. Additional Warranties. Contractor further expressly warrants that materials and workmanship are
warranted from defect for a one-year period. This is a minimum acceptable warranty.
17. lnsoection
(a) All supplies (which term throughout this clause includes without limitation raw materials,
components, intermediate assemblies, and their products) shall be subject to inspection and test by the City, to the
extent practicable at all times and places including the place of manufacturer, and in any event prior to acceptance.
(b) In the event any supplies or lots of supplies are defective in material or workmanship, or otherwise
not in conformity with the requirements of this Contract, the City shall have the right either to reject them (with or
without instructions as to their disposition) or to require their correction. Supplies or lots of supplies which have
been rejected or required to be corrected shall be removed or, if permitted or required by the Finance Director,
corrected in place by and at the expense of Contractor promptly after notice, and shall not thereafter be tendered
for acceptance unless the former rejection or requirement of correction is disclosed. If Contractor fails promptly to
remove such supplies or lots of supplies which are required to be removed or promptly to replace or correct such
supplies or lots of supplies, the City may either (i) by contract or otherwise replace or correct such supplies and
charge Contractor the cost for such replacement or correction; or (ii) may terminate this Contract for default as
provided in the clause of this Contract entitled "Termination for Default." Unless Contractor corrects or replaces
such supplies within the delivery schedule, the Finance Director may require the delivery of such supplies at a
reduction in price, which is equitable under the circumstances. Acceptance or rejection of the supplies shall be
made as promptly as practicable after delivery, except as otherwise provided in this Contract. Failure to inspect
and accept or reject supplies shall neither relieve Contractor from responsibility for such supplies as are not in
accordance with the Contract requirements nor impose liability on the City therefor.
(c) The inspection and test by the City of any supplies or lots thereof does not relieve Contractor from
any responsibility regarding defects or other failures to meet the Contract requirements, which may be discovered
prior to acceptance. Except as otherwise provided in this Contract, acceptance shall be conclusive except as
regards latent defects, fraud, or such gross mistakes as amount to fraud.
18. Liability for Loss or Damage. Contractor shall be liable for any loss of, or damage to, City property caused
by the negligence, recklessness, or intended wrongful misconduct of Contractor, his/its agents, servants and
employees and shall indemnify and save the City harmless against all actions, proceedings, claims, demands,
costs, damages and expenses, including attorney's fees, by reason of any suit or action brought for any actual or
alleged injury to or death of any person or damage to property other than City property, resulting from the
performance of the Contract by Contractor, his/its agents, servants and employees. Contractor shall submit a full
written report to the Finance Director within twenty-four (24) hours following the occurrence of such damage, loss or
injury.
CITY OF PORT ORANGE • STANDARD CONTRACT FOR SERVICES jCA52521 _Y
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
19, Non-discrimination. During the performance of this Contract, Contractor agrees as follows..
(a) Contractor will not discriminate against any employee or applicant for employment because of
race, religion, color, sex, disability, marital status, age or national origin, except where such is a bona -fide
occupational qualification reasonably necessary to the normal operation of Contractor. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of
this non-discrimination clause. Contractor agrees and fully supports and complies with the Americans with
Disabilities Act of 1990.
(b) Contractor shall state in all solicitations or advertisements for employees placed by or on behalf of
Contractor that Contractor is an equal opportunity employer.
(c) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation
shall be deemed sufficient compliance with this provision. Contractor shall include the provisions of the foregoing
subparagraphs (a), (b), and (c) in every subcontract or purchase order of over $10,000 so that the provisions will be
binding upon each subcontractor or vendor.
20. Disputes, The City Manager, who shall reduce his decision to writing and mail or otherwise furnish a copy
thereof to Contractor, shall decide disputes with respect to this Agreement. The decision by the City Manager shall
be final and binding unless, within five (5) business days from the date of delivery of the decision of the City
Manager, appeal is made to the City Council in writing and delivered to the City Clerk, Robin L. Fenwick, CMC. The
decision of the City Council shall be final and binding unless set aside by a court of competent jurisdiction as
fraudulent, capricious, arbitrary, or so grossly erroneous as necessary to imply bad faith, or not to be supported by
any evidence.
21. Force Majeure. Neither party shall be liable for any delay in performance or failure to perform any
obligation hereunder if, and to the extent that, such failure or delay is caused by an event of Force Majeure, Force
Majeure shall mean any act, event or condition that is beyond the party's reasonable control, that materially and
adversely affects the party's ability to perform its obligations hereunder, and that is not the result of the party's willful
neglect, error, omission or failure to exercise reasonable due diligence.
22. Controltinq Law. THIS AGREEMENT CONTAINS IMPORTANT MATTERS AFFECTING LEGAL RIGHTS
AND IS ACCEPTED AND ENTERED INTO IN FLORIDA AND ANY QUESTION REGARDING ITS VALIDITY,
CONSTRUCTION, ENFORCEMENT, OR PERFORMANCE SHALL BE GOVERNED BY FLORIDA LAW, ANY
LEGAL PROCEEDING ARISING FROM OR IN ANY WAY REGARDING THE AGREEMENT SHALL HAVE ITS
VENUE LOCATED EXCLUSIVELY IN THE CIRCUIT COURT OF VOLUSIA COUNTY, FLORIDA, AND THE
PARTIES HEREBY EXPRESSLY CONSENT AND SUBMIT THEMSELVES TO THE PERSONAL JURISDICTION'
AND VENUE OF THE COURT.
23. Additional Provisions. This Contract includes all additional provisions as may have been outlined in written
quotes and purchase orders and any attachments or exhibits to this Contract whether delivered herewith or
subsequently approved as a part hereof, such as drawings or technical specifications prepared in the performance
of this work.
24. lntearation. This Contract and the documents incorporated herein by reference shall constitute the whole
agreement between the parties. There are no promises, terms, conditions, or obligations other than those contained
herein, and this Contract shall supersede all previous communications, representations, or agreements, written or
verbal, between the parties hereto.
25. Notice. For purposes of this agreement, notices shall be sent as follows:
CITY OF PORT ORANGE • STANDARD CONTRACT FOR SERVICES jGA52521 .isl I
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
City: City of Port Orange
Attention: City Manager
1000 City Center Circle
Port Orange, Florida 32129
(386) 506-5501
Copy to: City of Port Orange
Attention: Lynn Stevens, Public Utilities Director
1000 City Center Circle
Port Orange, Florida 32129
(386) 506-5750
Contractor: Shelley's Septic Tank, Inc. d/b/a Shelley's Environmental Systems
Attention: James D. Shelley, Jr., President
6505 W.Jones Avenue
Zellwood, Florida 32798
(407) 889-8042
RDonohue(@,ShellevsSeptic.com
Any notice or other communication given under the Contract will be in writing and delivered by hand, sent
by facsimile (provided acknowledgement of receipt thereof is delivered to the sender), sent by certified, registered
mail, or sent by any nationally recognized overnight courier service to the addresses provided herein. The parties
may, from time to time and at any time, change their respective addresses and each will have the right to specify as
its address any other address by at least 10 days written notice to the other party.
26. Contract Construction
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument. The delivery by facsimile or e-mail
of an executed copy of this Agreement shall be deemed valid as if an original signature was delivered. No contract
shall be formed between Contractor and the City until the City signs this Agreement.
27. Authority to Sian. Each person signing this Agreement warrants that he or she is duly authorized to do so
and to bind the respective party to the Agreement.
[Remainder of this page intentionally left blank]
CITY OF PORT ORANGE - STANDARD CONTRACT FOR .SERVICES ICA52521 °' ^l
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51 ED
Witnesses:
Printed Name:_4L-_,A _-er
Printed Nametwrti P,
STATE OF FLORIDA
COUNTY OF
SHELLEY'S SEPTIC TANK, INC.
D/81A SHELLEY's ENVIRONMENTAL SYSTEMS
By._4
J es D.
1, VEJ�il
ff this Contract is signed by an individual not ideniffled as the President of the
corporation n the records of the HoWe Department of Slate, Divf*a of
COWn5tions, P16OSe PfOvide written authorisation for that individual to enter into
contracts on behalf ofthe carpomiron.
Date: -3 3 / /7
The foregoing instrument was acknowledged before me this 42-- day of J'AO Y-Cl-" 2017, by James
D, Shelley, Jr, as President of Shelley's Septic Tank, Inc. d/b/a Shelley's Environmental Systems, a Florida
corporation, and who:
(Notary: Please select one]
Ris personally known to me; or
F-1 has produced as identification.
ME USSA SPURLOCK ate of Florida...... 4D% ;ype lioc;stamD name, M. Note Publie, fate of Florid
1* .1- My comm. Expire Jul 25, 2017 printe , type r stamped narne, commission and expiration:
Commission el FF CS9764
Notary public -State of I'llofid'a
Banded
CITY OF PORT ORANGE -STANDARD CONTRACT FOR SERVICF-SICAS2521
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51 ED
Witnesses:
-'rinted
Printed Name: J- a+-w4c
CITY OF PORT ORANGE
3
By:
Donald 0. Burnette, Mayor
Date: '3 // L/// -7
STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing instrument was acknowledged before me this 9 day of Y6146,2017, by Donald
0. Burnette, as Mayor of the City of Port Orange, a Florida municipal corporation, on behalf of the city, and who is
personally known to me.
Notary Public State of Florida
Barbara J Abbate
My Commission EE 88447.2
OF F4n� Expires 04/2612017
Witnesses;
Printed Name: i 1'ttr?61.0 (10�f7elf
_X�o Iel-- b-Z�
Printed Name:./'9�,-- T- A,t-q 4--c
— A : eiL..L.E�.
Notary Public, State of Florida
Printed, typed or stamped name, commission end, expiration,:;
ATTEST;rry
i
Robin L. Fenwick, CIVIC, Clty Clerk
f
Date:
STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing instrument was acknowledged before me this LQ day of Af�i, 2017, by Robin
L. Fenwick, as City Clerk of the City of Port Orange, a Florida municipal corporation, on behalf of the city, and who
is personally known to me.
o.1pRY Pfy` Notary Public State of Florida
? Barbara J Abbate
y My commission EE 884422
OF1L0 Expires04/2612017
CITY OF PORT ORANGE - STANDARD CONTRACT FOR SERVICES (CA52521
Notary Public, State of orida
Printed, typed or stamped name, commission and expiration:
DocuSign Envelope ID: ED96626B-8C09-40DD-8298-4F84D45C51ED
Shelley's Environmental Systems
P. O. Box 249 • Zellwood, Florida 32798-0249
(407) 889-8042 Fax (407) 889-4408
June 13, 2022
City of Port Orange
Mr. Chris Wall
PO Box 291759
Port Orange, FL 32129-1759
Dear Mr. Wall,
I am writing you this letter to inform you that as of July 1st, 2022, Shelley's is requesting an
increase for all contracts. The reasons for this request are due to the dramatic increase in
Shelley's costs.
There are three (3) main costs associated with the process of hauling and treatment of the
product. These are labor, fuel and lime cost. Back in 2020, the US inflation rate was 1.4. Today,
it is at8.3.
• As with all companies trying to retain good employees, Shelley's has had to keep up
with the burden with increased salaries and benefits.
• Back in 2020, a load of quick lime cost Shelley's $250.43/ton. Today's cost is $329.28/ton.
• Additionally, back in 2020, our fuel cost was $2.359 for diesel and $1.999 for gas. Today's
cost for the same is $5.759 and $4.199.
We realize that this is short notice, but we have tried to hold off as long as we could hoping things
would get better. Unfortunately, things keep getting worse with no end in sight. If you feel that
you cannot agree to this increase, we suggest one of the following:
• Put the contract back out to bid.
• Hire a new hauler to deliver your loads to our facility. We will bill you directly for any loads
processed here. Effective July 1, 2022, the delivered rate for Biosolids will be increased
to $55.00 per ton.
I've attached copies of past and current receipts for your review. Please review this letter and give
me some feedback at your earliest opportunity.
Your current contract price is $39.95/ton. With the increase, your new cost will be $65.00/ton.
Again, we really appreciate the relationship we have with the City of Port Orange. However, we
feel an increase is necessary to remain operating properly and profitable.
Thanks again for your business.
Regards,
Richard F. Donohue
General Manager