HomeMy WebLinkAbout2026-051 A1
AGREEMENT No. 2026A-051
FURNISH AND INSTALL TWO AUTOMATIC FUEL TANK GAUGES
THIS AGREEMENT, is made and entered into this 10th day of February 2026, 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 THE OSCAR W. LARSON COMPANY DBA OWL SERVICES USA, whose
address is: 10100 Dixie Highway, Clarkston, MI 48348, (hereinafter referred to as
"CONTRACTOR").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus,
and transportation and perform all of the work described in the specifications entitled:
RFB 26-049 titled Furnish and Install Two Automatic Fuel Tank Gauges,
as prepared by the CITY and its agents and shall do everything required by this Contract and the
other Contract Documents contained in the specifications, which are a part of these Documents.
2. THE CONTRACT SUM
The CITY shall pay to the CONTRACTOR, for the faithful performance of the Contract, in lawful
tender of the United States, and subject to additions and deductions as provided in the Contract
Documents, the Price Schedule, attached hereto and incorporated herein as Exhibit "A". The total
contract sum shall not exceed TWENTY-SEVEN THOUSAND THREE HUNDRED FIFTY-
TWO DOLLARS ($27,352).
3. COMMENCEMENT AND COMPLETION OF WORK
A. The CONTRACTOR shall commence work within Ten (10) calendar days after receipt of
(i) Purchase Order and/or Notice to Proceed, and (ii) receipt of all permits required to
perform the work, and the CONTRACTOR will substantially complete the same within
SIXTY (60) days, unless the period for completion is extended otherwise by the
CONTRACT DOCUMENTS. Final Completion shall be FIFTEEN (15) calendar days
thereafter.
B. The CONTRACTOR shall prosecute the work with faithfulness and diligence.
C. The CONTRACTOR further declares to have examined the site of the work and that from
personal knowledge and experience or that CONTRACTOR has made sufficient
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investigations to fully satisfy that such site is correct and suitable for the work and
CONTRACTOR assumes full responsibility therefore. The provisions of this Contract
shall control any inconsistent provisions contained in the specifications. All Drawings
and Specifications have been read and carefully considered by the CONTRACTOR, who
understands the same and agrees to their sufficiency for the work to be done. It is
expressly agreed that under no circumstances, conditions or situations shall this Contract
be more strongly construed against the OWNER than against the CONTRACTOR and
his Surety.
4. 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
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.
5. LIQUIDATED DAMAGES
A. It is mutually agreed that time is of the essence in regard to this Contract. Therefore,
notwithstanding any other provision contained in the Contract Documents, should the
CONTRACTOR fail to complete the work within the specified time as set by the
Purchase Order and/or Notice to Proceed, or any authorized extension thereof, the
CONTRACTOR shall pay to CITY the sum of ONE HUNDRED DOLLARS ($100) per
calendar day as fixed, agreed and liquidated damages for each calendar day elapsing
beyond the specified time date; which sum shall represent the damages sustained by the
CITY, and shall be considered not as a penalty, but in the liquidation of damages
sustained. CONTRACTOR shall pay the liquidated damages amount contained herein to
CITY within fifteen (15) days of receipt of CITY’s written demand for such payment.
B. For the purposes of this Article, the day of final acceptance of the work shall be
considered a day of delay, and the scheduled day of completion of the work shall be
considered a day schedule for protection.
6. DISPUTE RESOLUTION
A. In the event of any claim, dispute, or other matter in question arising out of or related to
this Agreement, a party shall provide written notice of the claim, dispute, or other matter
to the other party and provide no fewer than five (5) days to cure the matter, unless it is
the type of matter for which emergency injunctive relief is necessary from a court. Such
notice shall be a condition precedent to arbitration or the institution of legal or equitable
proceedings by either party, except as otherwise stated in this section.
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B. The CITY and CONTRACTOR may resolve claims, disputes, and other matters in
question between them by mediation.
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 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 the protection afforded
by the CONTRACTOR covers such employees. Such insurance shall comply with the Florida
Worker's Compensation Law. In case any class of employees engaged in hazardous work under
this contract 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:
A. CONTRACTOR’s Commercial General Liability, $500,000 Each,
($1,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property
Damage Combined Single Limit
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. 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.
7.4. 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.
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7.5. "XCU" (Explosion, Collapse, Underground Damage)
The CONTRACTOR’s Liability Policy shall provide "XCU" coverage for those classifications in
which they are excluded.
7.6. Broad Form Property Damage Coverage, Products & Completed Operations Coverages
The CONTRACTOR’s Liability Policy shall include Broad Form Property Damage Coverage,
Products, and Completed Operations Coverages.
7.7. 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. TAXES
A. CONTRACTOR shall pay all taxes, levies, duties, and assessments of every nature that
may be applicable to any work under this Contract. The Contract Sum and any agreed
variations thereof shall include all taxes imposed by law. CONTRACTOR shall make
any and all payroll deductions required by law. CONTRACTOR herein indemnifies and
holds the CITY harmless from any liability on account of any and all such taxes, levies,
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duties, assessments, and deductions. Such indemnification shall be in accordance with the
terms and conditions of the Indemnification provisions provided herein.
B. CITY and CONTRACTOR hereby acknowledge that the CITY is a tax-exempt entity.
Where applicable, and so directed by the CITY, the CITY reserves the right to
implement, at its convenience, a tax exemption program to buy selected materials and
place the tax savings in line item contingency.
9. SUCCESSORS, ASSIGNS AND ASSIGNMENT
The CITY and the CONTRACTOR each bind itself, its officers, directors, qualifying agents,
partners, successors, assigns and legal representatives to the other party hereto and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants,
Agreements, and obligations contained in the Contract. It is agreed that the CONTRACTOR shall
not assign, transfer, convey or otherwise dispose of the contract or its right, title, or interest in or
to the same or any part thereof, or allow legal action to be brought in its name for the benefit of
others, without the previous consent of the CITY and concurred to by the sureties.
10. 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:
The Oscar W. Larson Company d/b/a OWL Services USA
10100 Dixie Highway, Clarkston, MI 48348
Attn: Danielle Watkins, VP National Programs & Construction
OWNER:
City of Clermont
685 W. Montrose Street, Clermont, FL 34711
Attn: Rick Van Wagner, 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.
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11. MISCELLANEOUS
11.1. 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.
11.2. 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.
11.3. 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 del eted 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.
11.4. 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.
11.5. 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.
11.6. 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.
11.7. 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.
11.8. 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.
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11.9. 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
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.
11.10. Coercion for Labor or Services Certification
Pursuant to Section 787.06(14), Florida Statutes, the CONTRACTOR certifies, under penalty of
perjury, that it does not use “coercion for labor or services,” as defined in Section 787.06, Florida
Statutes, in connection with the performance of this Agreement, including but not limited to: using
or threatening force; restraining, isolating, or confining; debt bondage; withholding or controlling
identification or immigration documents; causing or threatening financial harm; enticing by fraud
or deceit; or providing Schedule I or II controlled substances for the purpose of exploitation. The
CONTRACTOR shall include a substantially similar requirement in all subcontracts and purchase
orders at any tier. Any violation of this provision constitutes a material breach, and the CITY may
pursue any remedies available under this Agreement, at law, or in equity, including termination
for cause. By executing this Agreement electronically, CONTRACTOR affirms this certification
under penalty of perjury as of the Effective Date of this Agreement.
12. CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as if herein
repeated.
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Document Precedence:
A. Contract Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in RFB 26-049 titled Furnish and Install Two Automatic Fuel
Tank Gauges and CONTRACTOR's response thereto.
E. Payment and Performance Bonds
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF CLERMONT THE OSCAR W. LARSON COMPANY DBA OWL
SERVICES USA
**signature_71623**
SIGNATURE
**name_71623**
FULL NAME
**role_71623**
TITLE
**date_signed_71623**
DATE SIGNED
**signature_71624**
SIGNATURE
**name_71624**
FULL NAME
**role_71624**
TITLE
**date_signed_71624**
DATE SIGNED
ATTEST
**signature_71626**
SIGNATURE
**name_71626**
FULL NAME
**role_71626**
TITLE
**date_signed_71626**
DATE SIGNED
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Danielle Watkins
VP National Programs & Construction
2/12/2026
Rick Van Wagner
City Manager
2/12/2026
Tracy Ackroyd Howe
City Clerk
2/12/2026
Exhibits List
A - OWL Services Pricing
B - Scope of Work
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Exhibit A
OWL Services Pricing
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Line Item Description Quantity Unit of Measure Unit Cost Total
1 ATG equipment (console, probes, sensors, 1 Lump Sum $24,852.00 $24,852.00
2 Installation (probes, sensors, conduit, wiring, console)1 Lump Sum $1,250.00 $1,250.00
3 Electrical and communications connections 1 Lump Sum $750.00 $750.00
4 System setup, calibration, testing, and staff training 1 Lump Sum $350.00 $350.00
5 Cleanup, restoration, and warranty 1 Lump Sum $150.00 $150.00
$27,352.00Total
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Exhibit B
Scope of Work
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Request For Bid #RFB 26-049
Title: Furnish and Install Two Automatic Fuel Tank Gauges
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3. Scope of Work
3.1. General Requirements
The successful respondent shall furnish and install a complete automatic tank gauge (ATG)
system, Veeder-Root TLS-450PLUS or approved equivalent, for two 5,000-gallon above-ground
fuel storage tanks (diesel and unleaded gasoline). The work shall include providing a fully
operational, code-compliant system with all labor, materials, equipment, supervision, and
incidentals necessary to deliver a complete turnkey installation.
3.2. Equipment and Materials
The successful respondent shall provide an ATG console, tank probes, wiring, conduit, sensors,
junction boxes, mounting hardware, and all other accessories required for a complete and fully
functional system. The ATG system shall support continuous level monitoring, leak detection,
alarms, data logging, and remote communication capability. All equipment furnished under this
contract shall be new, of current production, and listed/approved for use with diesel and
unleaded gasoline in above-ground storage tanks.
3.3. Site Preparation and Installation
The successful respondent shall verify existing site conditions and coordinate all work with City
staff to minimize disruption to operations. Tank probes and sensors shall be installed in
accordance with the manufacturer’s instructions and all applicable codes. The successful
respondent shall install and route conduit and wiring between tanks, sensors, and the ATG
console, including all required penetrations, weatherproofing, and supports. The ATG console
shall be mounted at the designated location with proper power supply, grounding, and clear
access for operators.
3.4. Electrical and Communications
The successful respondent shall provide all necessary electrical connections from the existing
power source to the ATG console, including breakers, disconnects, and wiring as required. The
successful respondent shall also configure communication interfaces (e.g., Ethernet or other
specified method) to allow remote monitoring and data access, as required by the City.
3.5. System Configuration, Calibration, and Testing
The successful respondent shall program the ATG system for each tank, including tank
dimensions, product type, alarm setpoints, and report parameters. Initial system calibration for
both tanks shall be performed in accordance with manufacturer requirements. The successful
respondent shall conduct functional testing of all probes, sensors, alarms, and communication
functions, and shall perform and document leak detection tests in accordance with applicable
regulatory standards. Any deficiencies identified during configuration, calibration, or testing shall
be corrected at no additional cost to the City.
3.6. Training and Documentation
The successful respondent shall provide on-site training for City personnel covering system
operation, alarm response, basic troubleshooting, and routine maintenance. The respondent
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Request For Bid #RFB 26-049
Title: Furnish and Install Two Automatic Fuel Tank Gauges
16
shall also furnish complete documentation, including operation and maintenance manuals,
wiring diagrams, configuration reports, warranty information, and test results.
3.7. Cleanup and Restoration
The successful respondent shall maintain a clean and safe work area throughout the project,
ensuring that hazards are minimized and the site remains orderly. The respondent shall remove
and properly dispose of all construction debris, packaging, and surplus materials. Any disturbed
surfaces or site features shall be restored to pre-construction condition or better.
3.8. Warranty and Support
The successful respondent shall provide a minimum one-year warranty on all labor and installed
equipment from the date of final acceptance. During the warranty period, the successful
respondent shall respond to warranty service requests and correct any defects in a timely
manner at no additional cost to the City.
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