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Contract 2025-038ADocusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B AGREEMENT No. 2025-038 CHRISTMAS HOLIDAY DECORATION RENTAL SERVICES THIS AGREEMENT, is made and entered into this Wednesday, April 23, 2025, 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 SIMPLE SOLUTIONS EXTERIOR CLEANING LLC DBA WE HANG CHRISTMAS LIGHTS, whose address is: 4280 Church Street Suite 1556, Sanford, FL 32771, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issued RFP 25-050 titled Christmas Holiday Decoration Rental Services; WHEREAS, CONTRACTOR submitted its response dated February 20, 2025, to RFP 25-050; WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms and conditions of RFP 25-050 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 rental, delivery, installation and pickup of holiday decorations as described in CITY's RFP 25-050 and CONTRACTOR's February 20, 2025 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 rental, delivery, installation and pickup of holiday decorations upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in RFP 25-050 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 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B 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 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 2 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B this Agreement, CONTRACTOR may request and the City may consider an adjustment to price based on changes in the Producer Price Index (PPI). 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 Liability 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: 3 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B 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 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 Liability 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. 4 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B 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 parry to whom it is intended. CONTRACTOR: Simple Solutions Exterior Cleaning LLC DBA We Hang Christmas Lights 4280 Church Street Suite 1556, Sanford, FL 32771 Attn: Connor Graham, President OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, Interim City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing parry 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 5 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B 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 parry'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, including the following: 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 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. The CONTRACTOR shall make reasonable 0 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1-01 F84C488A3B efforts to provide all records stored electronically to the CITY in a format 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 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 RFP 25-050 titled Christmas Holiday Decoration Rental Services and CONTRACTOR's response thereto. 7 Docusign Envelope ID: 0651A935-E260-45D8-9A1 1 -01 F84C488A3B IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT Signed by: D99CKg66€�9 ... SIGNATURE Tim Murry FULL NAME Mayor TITLE 4/25/2025 DATE SIGNED Simple Solutions Exterior Cleaning LLC DBA We Hang Christmas Lights DocuSigned b/y',, rbU.�t.bV' LTV al�,a.l� SIG2Q2Ffp2p476B4F3... Connor Graham FULL NAME 4/25/2025 DATE SIGNED President TITLE ATTEST DocuSigned by: T4"q, Aid fl we SIGNATURE Tracy Ackroyd Howe FULL NAME City Clerk TITLE 4PA/2025 AMP Docusign Envelope ID: 0651A935-E260-45D8-9A11-01F84C488A3B Exhibit A Pricing Docusign Envelope ID: 0651A935-E260-45D8-9A11-01F84C488A3B W I I DANG CHRIST)US' LIGHNSNIV RECIPIENT: City of Clermont 685 West Montrose Street Clermont, Florida 34711 26' Christmas Tree We Hang Christmas Lights 4280 Church St. Ste 1556 1 Sanford, FL 32771 407 501 7999 1 wehangchristmaslightsorlando@gmail.com I wehangchristmaslightsfl.com Sent on 26' Sterling Artificial Christmas Tower Tree Tree dimensions and Specifications: 26'Hx180"W Tree Contains-40,254 Garland tips Individual LED Bulb Count - 19,300 -Includes standard black custom 3' base (a customized base with Clermont logo could be made but would increase cost, we recommend printing a banner to go around the base if a custom look is desired) Includes providing, installation, maitainance, removal and storage for the tree/ decor. We will secure the tree with a ballast tank inside the tree and guidewires. Wreath 60" LED 60" LED Lit Wreath with Warm White lights -Decorated to match tree theme with Ornaments/ trimmings -Installed using the provided S hooks that are attached to the building Complimentary Beginning the Monday after Thanksgiving, our Maintenance Plan team will conduct nighttime quality checks. Every three days, we will visit the property at night to inspect the display. During these visits we will: Fix any damaged lights, adjust garland/ bows, inspect power, and or address display as needed. This approach significantly reduces outages and ensures the display remains flawless throughout the season. If there are any repair requests made by the client WHCL will respond in a 24 hour time period, but often respond same day. 3 $23,450.00 $725.00 $0.00 $23,450.00 $2,175.00* Optional $0.00* 42 1 of 3 pages Docusign Envelope ID: 0651A935-E260-45D8-9A1 1 -01 F84C488A3B L1G'HTsdV We Hang Christmas Lights 4280 Church St. Ste 1556 1 Sanford, FL 32771 407 501 7999 1 wehangchristmaslightsorlando@gmail.com I wehangchristmaslightsfl.com Themes and Ideas Below are our themes and ideas for the 3 year term. These are all fully customizable and can be changed to accompany any themes that the city prefers. Our partnerships with decor manufacturers allows us to create and customize any theme that is possible. Theme Proposal: North Items to accompany the theme Pole Arctic Tree: -1,000 qty (Assorted sizes of 2.75"/4"/6") ornament set in teal, silver and white - 16 qty 28" LED lit snowflakes -100 qty 12" cascading icicle drop Theme Drivers: - 4' 2D lit Polar Bear - 3' 2D lit Penguin Theme Proposal: A Items to accompany the theme Woodland Christmas Tree: -1,000 qty (Assorted sizes of 2.75"/4"/6") ornament set in burgundy, gold and green - 6 qty 1.3' Pine Cone Gold Motif - 6 qty 1.3' Bear Gold Motif - 6 qty 1.3' Squirrel Gold Motif Theme Drivers: -4' 2D Lit Deer -3' 2D Lit Fox Optional 1 $6,325.00 $6,325.00 Not included 1 $6,325.00 $6,325.00 43 2 of 3 pages Docusign Envelope ID: 0651A935-E260-45D8-9A11-01F84C488A3B L1G'HTsdV We Hang Christmas Lights 4280 Church St. Ste 1556 1 Sanford, FL 32771 407 501 7999 1 wehangchristmaslightsorlando@gmail.com I wehangchristmaslightsfl.com Theme Proposal: Items to accompany the theme Nutcracker Ballet Tree: -1,000 qty (Assorted sizes of 2.75"/4"/6") ornament set in Red, gold and silver - 6 qty 1.3' Ballet Slippers - 6 qty 1.3' Nutcracker - 6 qty 1.3' Star Theme Drivers: - 2 qty 6' Nutcracker Tree Topper 3' 3D Snowburst Tree Topper 3ft: Cool White -LED C7 bulbs -Install star topper on top of the tree * Non-taxable Signature: Date: 1 $6,325.00 1 $750.00 Not included $6,325.00 Not included $750.00 Total $31,950.00 44 3 of 3 pages Docusign Envelope ID: 0651A935-E260-45D8-9A1 1 -01 F84C488A3B 6" CLER ONT Chokce of Chamµons City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 [WE HANG CHRISTMAS LIGHTS FL] RESPONSE DOCUMENT REPORT RFP No. RFP 25-050 Christmas Holiday Decoration Rental Services RESPONSE DEADLINE: February 20, 2025 at 2:00 pm Report Generated: Friday, February 21, 2025 We Hang Christmas Lights FI Response CONTACT INFORMATION Company: We Hang Christmas Lights FI Email: connor@wehangchristmaslights.com Contact: Connor Graham Address: 4280 Church St Suite 1556 Sanford, FL 32771 Phone: N/A Website: www.wehangchristmaslightsfl.com Submission Date: Feb 20, 2025 1:50 PM (Eastern Time) Docusign Envelope ID: 0651A935-E260-45D8-9A11-01F84C488A3B Request For Proposal #RFP 25-050 Title: Christmas Holiday Decoration Rental Services I Statement of Work 3.1. Scope of Work The City of Clermont is requesting proposals from qualified respondents to rent, deliver, install and pick up of holiday decorations. These decorations include: • One — twenty-six (26) foot tall artificial evergreen Christmas tree lit with warm LED lights, fully decorated in chosen color theme. • Three — sixty (60) inch artificial evergreen wreaths lit with warm white LED lights fully decorated in chosen color theme. Successful respondent must provide equipment rentals and operators, cherry picker, and forklift (if needed) for the assembly of a twenty-six (26) foot Christmas tree and sixty (60) inch wreaths. The wreaths will be mounted onto "S" hooks that are attached to the building. Drilling will not be necessary for the installation of wreaths. A tree platform covering the diameter of the tree base must be provided by the successful respondent. Tree base must not exceed three (3) feet in height. It is the responsibility of the successful respondent to securely install guidewires that limits movement of the tree to avoid falling over. The guidewires must be wire rope and secured to the ground by stakes provided by the successful respondent. Successful respondent is responsible for performing required maintenance and repair during the course of the installation. The costs of any required tools, parts and materials needed for such repairs must be included in the price. The City is not responsible for any additional costs due to repairs. In the event the tree falls down, the successful respondent must have the capability of returning the tree to its original position within twenty-four (24) hours of being notified by City staff. Initial setup and full installation must take place on the third week of November. Break down and pickup must not exceed the second week of January. Location of installation and pickup will be at the City of Clermont City Hall Courtyard, located at 685 W. Montrose Street, Clermont, Florida. Successful respondent is responsible for all transportation, setup, breakdown and storage. Successful respondent must provide fluffing of tree branches, replacement of needed branches, decorations, installation of holiday LED lights, and replacement of any needed LED lights and electrical harness of the branches. Respondent must provide different holiday decoration themes for City staff to choose from. Include pictures and pricing on TAB F of your response. Past holiday decoration themes include Gnomes for the Holidays, Winter Wonderland, Gingerbread, Holidays Around the World, Rockin' Around the Christmas Tree, and Claus in Clermont. Pictures of past holiday themes are provided in the Attachment section. Information of this solicitation. As and when required, the successful respondent must work with the City staff in identifying any electrical connection concerns during the assembly of the tree. Should any electrical work require a licensed electrician, City staff will perform those electrical services.