Contract 2023-097ADocuSign Envelope ID: 4D2BB560-4ACE-4B56-A427-BC3D76BODB58
AGREEMENT No. 2023-097
POWERED GATES MAINTENANCE AND REPAIR SERVICES
THIS AGREEMENT, is made and entered into this Thursday, September 21, 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 C & D INDUSTRIAL MAINTENANCE, LLC., whose address is: 2208 58th
Ave. E Bradenton, FL 34203, (hereinafter referred to as "CONTRACTOR").
WHEREAS, the City of Clermont issued RFB 24-001 titled Powered Gates Maintenance and
Repair Services;
WHEREAS, CONTRACTOR submitted its response dated September 21, 2023, to RFB 24-001;
WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms
and conditions of RFB 24-001 and CONTRACTOR's response thereto;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish maintenance and repair of powered gates as described in
CITY's RFB 24-001 and CONTRACTOR's September 21, 2023 response thereto, which are
expressly incorporated herein and made a part of the Agreement Documents hereto and shall do
everything required by this Agreement and the Agreement Documents. Provided, however, that
nothing herein shall require CITY to purchase or acquire any items or services from
CONTRACTOR.
2. 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 an amount in accordance with the
compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein.
3. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to the CITY with maintenance and repair of
powered gates upon receipt of an authorized order from CITY and shall provide the
requested items in the timeframe and as set forth in RFB 24-001 or in the specific
purchase 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.
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RFB 24-001 Powered Gates Maintenance and Repair Services
B. CONTRACTOR, upon receipt of a purchase 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
services 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 services 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.
4. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties and shall remain in
effect for a period of three (3) years thereafter, unless terminated or renewed as provided
for herein.
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
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.
C. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3)
additional one-year terms. Sixty (60) days prior to completion of each extended term of
this Agreement, CONTRACTOR may request and the City may consider an adjustment
to price based on changes in the Producer Price Index (PPI).
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5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR
shall submit an invoice to CITY upon completion of the services and delivery of products to CITY
as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for
all accepted deliveries and undisputed products 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
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B. Automobile Liability Coverages, $500,000 Each, Bodily Injury & Property Damage
Occurrence, Combined Single Limit
The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended
to provide coverage on an occurrence basis.
7.3. CITY's and CONTRACTOR's Protective Liabilitv Insurance
The CITY shall procure and furnish a CITY's and CONTRACTOR's Protective Liability
Insurance Policy with the following minimum limits:
A. Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage
Liability Occurrence Combined Single Limit.
7.4. 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.
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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.
CONTRACTOR:
C&D Industrial Maintenance, LLC.
Attn: Tom Hendon, CEO
2208 58th Ave. E Bradenton, FL 34203
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 the 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.
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9.5. Entire Aucement
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
the CITY.
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
The 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 the 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 THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
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CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
10. CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as if herein
repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in RFB 24-001 titled Powered Gates Maintenance and Repair
Services and CONTRACTOR's response thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 27th day of
September, 2023.
CITY OF CLERMONT
DocuSigned by:
431F57D413554D6...
Freddy L. Suarez, Procurement Services Director
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ATTEST:
DocuSigned by:
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Tracy Ackroyd Howe, City Clerk
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DocuSign Envelope ID: 4D2BB560-4ACE-4B56-A427-BC3D76BODB58
C & D INDUSTRIAL MAINTENANCE, LLC.
DocuSii�gnned by:
4 CI�.�/Lkt&
By: B040D97187C145F...
Tom Hendon
Print Name:
Title:
CEO\General Contractor
9/28/2023
Date:
DocuSign Envelope ID: 4D2BB560-4ACE-4B56-A427-BC3D76BODB58
CLER ONT
-"Choice of Champion
City of Clermont
Procurement Services
Freddy Suarez, Procurement Services Director
685 W. Montrose Street, Clermont, FL 34711
EXHIBIT A
RFB No. RFB 24-001
Powered Gates Maintenance and Repair Services
PRICE SECTION 1- ANNUAL INSPECTION COST
2 Public Services Operations Facility — Fire Two (2) 2 Bi-Annual $250.00 $500.00
powered gates.
3 Police Department —Three (3) powered gates.
2
Bi-Annual
4 Environmental Services — One (1) powered gate.
2
Bi-Annual
Tota I
$375.00
$125.00
$750.00
$250.00
DocuSign Envelope ID: 4D2BB560-4ACE-4B56-A427-BC3D76BODB58
EVALUATION TABULATION
RFB No. RFB 24-001
Powered Gates Maintenance and Repair Services
PRICE SECTION 2 - ESTIMATED SERVICE HOURS
5 Regular Hours One Man Crew: Monday— Friday, 7:00 2 Hours $125.00 $250.00
a.m. to 3:00 p.m.
6 After Work Hours One Man Crew: Monday— Friday, 2 Hours $160.00 $320.00
3:01 p.m. to 6:59 a.m.
7 Weekends / Holidays One Man Crew: 12:00 a.m. to 2 Hours $160.00 $320.00
11:59 p.m.
8 Flat Rate Trip Charge (If any) (Not applicable to 1 Hours $125.00 $125.00
additional responses following the initial response)
Total $1,015.00
PERCENT MARKUP
9 The price for the replacement parts must be cost plus
percent markup.
EVALUATION TABULATION
Request For Bid - Powered Gates Maintenance and Repair Services
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