HomeMy WebLinkAboutContract 2025-119 A1
AGREEMENT No. 2025-119
FLYGT PUMPS, PARTS, AND REPAIRS
THIS AGREEMENT, is made and entered into this Wednesday, December 10, 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 XYLEM WATER SOLUTIONS USA, INC., whose address is: 455 Harvest
Time Drive, Sanford, FL 32771, (hereinafter referred to as "SUPPLIER").
WHEREAS, CITY has utilized Xylem Water Solutions USA, Inc. for Flygt pumps, parts, and
repairs;
WHEREAS, Flygt pumps, parts, and repairs is a proprietary product and is only available from
SUPPLIER; and
WHEREAS, the City Council has determined that there is only one source for the required product
in accordance with CITY Purchasing Policy, Section E.8.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The SUPPLIER will furnish Flygt pumps, parts, and repairs in such quantities as requested by
CITY and as set forth in a purchase order as provided in writing by CITY. Provided, however, that
nothing herein shall require CITY to purchase or acquire any items or services from SUPPLIER.
2. THE CONTRACT SUM
CITY shall pay SUPPLIER, for the faithful performance of the Agreement as set forth in the Unit
Price Schedule set forth in Exhibit "A", attached hereto and incorporated herein. The CITY
understands that the unit price in Exhibit "A" may change on an annual basis based on consumption
and market price. Use of a lesser or higher quantities or market price will become a factor in annual
price adjustment negotiations.
3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties and shall remain in
effect for the initial term of five (5) years, unless terminated as provided for herein.
B. Prior to, or upon completion, of the initial term of this contract, the City shall have the
option to renew this contract for three (3) additional one-year subject to a price
adjustment at SUPPLIER’s option. Prior to the completion of the contract term, the City
may consider an adjustment to price based the SUPPLIER’s responsibility to request in
writing any price adjustment under this provision. The SUPPLIER’s written request for
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adjustment shall be submitted sixty (60) days prior to the termination of the initial or any
renewal term of this Agreement. If no adjustment request is received from the contractor,
CITY shall be entitled to assume that the SUPPLIER has agreed that the optional term
may be exercised without price adjustment. Any adjustment request received after the
commencement of a new option period shall not be considered. The City reserves the
right to reject any written price adjustments submitted by the contractor and/or to not
exercise any otherwise available option period based on such price adjustments.
Continuation of the contract beyond the initial period, and any option subsequently
exercised, is a City prerogative, and not a right of the SUPPLIER. This prerogative will
be exercised only when such continuation is clearly in the best interest of the City.
C. Notwithstanding any other provision of this Agreement, CITY or SUPPLIER may, upon
written notice to SUPPLIER or CITY, terminate this Agreement if: a) without cause and
for convenience upon sixty (60) days written notice to SUPPLIER or CITY b)
SUPPLIER or CITY is adjudged to be bankrupt; c) SUPPLIER or CITY makes a general
assignment for the benefit of its creditors; d) SUPPLIER or CITY fails to comply with
any of the conditions of provisions of this Agreement; or e) SUPPLIER or CITY 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. COMMENCEMENT AND COMPLETION OF WORK
The SUPPLIER shall provide all items only upon issuance of an authorized and approved purchase
order and in the timeframe as set forth in the applicable purchase order.
5. PAYMENTS
In accordance with the provisions fully set forth in the General Conditions, the SUPPLIER shall
submit a payment request by the third (3rd) day of each calendar month for items provided during
the preceding calendar month. CITY shall make payment to the SUPPLIER, within thirty (30)
calendar days, on the basis of a duly certified and approved payment invoice by the CITY for items
provided and accepted by the CITY.
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
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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.
B. The CITY and CONTRACTOR may resolve claims, disputes, and other matters in
question between them by mediation.
7. INDEMNIFICATION RIDER
Arising from and to the extent of SUPPLIER's negligence or willful misconduct and to cover to
the fullest extent permitted by law, the SUPPLIER shall indemnify and hold harmless the CITY
and its agents and employees ("CITY Indemnified Parties") from and against any and all claims,
demands, damages, losses, and expenses, including but not limited to reasonable attorney's fees,
arising out of or resulting from suits, claims, and demands by third parties (1) attributable to bodily
injury, sickness, disease or death of any person(s), or (2) to injury or damage to or destruction of
tangible property (other than the Work itself), (3) and is caused in whole or in part by any negligent
act, omission, or willful misconduct of the SUPPLIER, in the performance of its obligations under
this order, or anyone directly or indirectly employed by any of them or anyone for whose acts any
of them may be liable. It is the express intention of the parties, that each of them shall be liable for
the consequences of their own negligent acts or omissions whether those acts or omission are the
sole, joint, or concurring causes of any claims, demands, proceedings, losses or other liabilities.
Any indemnification obligation of SUPPLIER under this Agreement is subject to the CITY
fulfilling the following conditions: (i) providing SUPPLIER timely written notice of the claims
and (ii) making no admission of liability. The SUPPLIER hereby acknowledges receipt of ten (10)
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.
CONTRACTOR:
Xylem Water Solutions USA, Inc.
455 Harvest Time Drive, Sanford, FL 32771
Attn: TeJay Brown, Sales Representative
OWNER:
City of Clermont
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685 W. Montrose Street, Clermont, FL 34711
Attn: Rick Van Wagner, City Manager
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 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 SUPPLIER.
9.6. Assignment
This agreement is personal to the parties hereto and may not be assigned by SUPPLIER, in whole
or in part, without the prior written consent of 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.
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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
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.
9.10. 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.
10. TARIFFS
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10.1. Tariff Changes and Price Adjustments
The prices set forth in this Agreement are based on the tariff rates, duties, taxes, government
charges and trade regulations in effect as of the date the price of the products and/or services
subject to this Agreement became binding on the parties. If, after such date, any new tariffs, duties,
taxes, or similar charges are imposed, or any existing tariffs, duties, taxes, or charges are increased
or modified by any government or regulatory authority (collectively, "Tariff Changes"), then,
notwithstanding any other terms and conditions to the contrary (including, without limitation, the
applicable Incoterm), SUPPLIER is entitled to adjust the pricing of the affected goods/services to
reflect the increased costs and SUPPLIER shall not be obligated to deliver the goods and/or
services until an agreement on the new price has been reached.
10.2. Mutual Waiver and Limitation of Liability
CITY and SUPPLIER (inclusive of their respective officers, directors, members, partners,
subcontractors, and employees) will not be liable to each other for loss of profit or revenue, loss
of use or business opportunity, loss of contract, cost of obtaining alternative performance, or for
any indirect, consequential, special, incidental, treble, and punitive damages. The aggregate
liability of each party, whether under contract law, in tort (including negligence), or under any
other legal theory, is limited to the total amount actually paid by the CITY to SUPPLIER in the
twelve (12) months prior to the event giving rise to a claim (“Cap”). This Cap does not apply to:
(a) respective costs, losses, or damages awarded to third parties for destruction of tangible
property, (b) bodily injury, sickness, or death; and (c) gross negligence or willful misconduct.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF CLERMONT XYLEM WATER SOLUTIONS USA, INC.
**signature_69852**
SIGNATURE
**name_69852**
FULL NAME
**role_69852**
TITLE
**date_signed_69852**
DATE SIGNED
**signature_69850**
SIGNATURE
**name_69850**
FULL NAME
**role_69850**
TITLE
**date_signed_69850**
DATE SIGNED
ATTEST
**signature_69854**
SIGNATURE
**name_69854**
FULL NAME
**role_69854**
TITLE
**date_signed_69854**
DATE SIGNED
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Eric Johnson
Regional Sales Manager
2/11/2026
Mayor
Tim Murry
2/12/2026
City Clerk
Tracy Ackroyd Howe
2/12/2026
Exhibit A
Xylem Pricing Schedule
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October 20, 2025
City of Clermont, Florida Attn: Mrs. Gates
Subject: Flygt Pricing Please see attached Flygt Shop Pricing below.
XYLEM WATER SOLUTIONS USA, INC. – FLYGT PRODUCTS
455 Harvest Time Drive. Sanford Florida 32771 Phone: 407-880-2900 • Fax: 407-880-2962
Exhibit A Hourly Pricing schedule
Ta s k Flygt
Field Service M-F 8-5 $181.00
Field Service Overtime $271.00
Field Service Weekends and Holidays $362.00
Shop Rate M-F 8 -5 $145.00
Shop Rate Overtime $217.00
Shop Rate Sundays and Holidays $290.00
Shop Supplies/ Environmental Fees Pump Shop supplies Environmental
3067, 3068, 3085, 3102 & 3127 $55.00 $60.00 3140, 3152, 3153, 3170, 3171, 3201 & 3202 $72.00 $98.00 3300, 3305, 3306, 3311/12, 3350/55 & 3356 $115.00 $120.00 3400, 3500/600, 3501, 3530, 3601 & 3602 $115.00 $120.00 4351/52, 4400, 4610/20/30/40 $55.00 $60.00 4650/60 & 4670/4680 $72.00 $98.00 5150/60 $115.00 $120.00 6020 & 6030 $55.00 $60.00 7050/55, 7060/61, 7075/80, 7100/15
&7120/40 $115.00 $120.00 Thank you for your interest in Flygt Products. Do not hesitate to call me if you have any questions or concerns. Sincerely,
TJ Brown Sales Representative
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