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HomeMy WebLinkAbout2026-062 A1 AGREEMENT No. 2026A-062 BIOSOLIDS HAULING AND DISPOSAL SERVICES THIS AGREEMENT, is made and entered into this 24th day of March 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 MERRELL BROS., INC., whose address is: 8811 W 500 N, Kokomo, IN 46901, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issued RFB 26-037 titled Biosolids Hauling and Disposal Services; WHEREAS, CONTRACTOR submitted its response dated January 15, 2026, to RFB 26-037; WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 26-037 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 the hauling, treatment, and disposal of biosolids from the City’s Water Reclamation Facility as described in CITY’s RFB 26-037 and CONTRACTOR’s January 15, 2026 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 the hauling, treatment, and disposal of biosolids from the City’s Water Reclamation Facility upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in RFB 26-037 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 Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 2 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 Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 3 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 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. 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 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: Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 4 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. Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 5 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: Merrell Bros., Inc. 8811 W 500 N, Kokomo, IN 46901 Attn: Dustin Smith, CEO 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. 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 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 Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 6 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 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 Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 7 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. 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 26-037 titled Biosolids Hauling and Disposal Services and CONTRACTOR's response thereto. - Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT MERRELL BROS., INC. **signature_87387** SIGNATURE **name_87387** FULL NAME **role_87387** TITLE **date_signed_87387** DATE SIGNED **signature_87389** SIGNATURE **name_87389** FULL NAME **role_87389** TITLE **date_signed_87389** DATE SIGNED ATTEST **signature_87390** SIGNATURE **name_87390** FULL NAME **role_87390** TITLE **date_signed_87390** DATE SIGNED Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 CEO 3/25/2026 Dustin SmithTim Murry 3/27/2026 Mayor Tracy Ackroyd Howe 3/27/2026 City Clerk Exhibits List A - Pricing Tables B - Scope of Services Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Exhibit A Pricing Tables Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Hauling and Disposal Compost (Basis of Award) Alternate Price: Hauling and Disposal - Land Application Minimum Cubic Yards PRICE TABLES Respondents shall indicate the minimum billable load size (in cubic yards) applicable per trip. If no minimum applies, enter “N/A.” Line Item Description Quantity Unit of Measure Unit Cost Total 1 Hauling and Disposal Compost 6270 Cubic Yards $93.93 $588,941.10 Total $588,941.10 Line Item Description Quantity Unit of Measure Unit Cost Total 2 Alternate Price: Hauling and Disposal - Land Application 1 Cubic Yards $0.00 $0.00 Total $0.00 Line Item Description Unit of Measure Unit Cost 3 Minimum Cubic Yards for Compost Cubic Yards $31.00 4 Minimum Cubic Yards for Land Application Cubic Yards $0.00 MERRELL BROS., INC. ResponseDocusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Exhibit B Scope of Services Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 REQUEST FOR BID RFB 26-037 BIOSOLIDS HAULING AND DISPOSAL SERVICES City of Clermont 685 W. Montrose Street Clermont, FL 34711 RELEASE DATE: November 14, 2025 DEADLINE FOR QUESTIONS: January 5, 2026 RESPONSE DEADLINE: January 15, 2026, 2:00 pm RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO: https://procurement.opengov.com/portal/clermontfl Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 City of Clermont REQUEST FOR BID Biosolids Hauling and Disposal Services I. Introduction ................................................................................ II. Response Procedures ................................................................ III. Scope of Work............................................................................ IV. Price Schedule ........................................................................... V. Terms and Conditions ................................................................ VI. Submittal Requirements ............................................................. Attachments: B - Work References D - OpenGov Vendor Registration Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Request For Bid #RFB 26-037 Title: Biosolids Hauling and Disposal Services 3 1. Scope of Work 1.1. Statement of Work The City of Clermont is accepting bids to provide hauling and disposal of biosolids generated at the City’s Water Reclamation Facility (WRF) located at 3335 Hancock Road, Clermont, Florida. The successful respondent shall furnish all transportation, labor, equipment, and an FDEP- permitted Biosolids Management Facility (BMF) authorized to treat municipal biosolids to a minimum of Florida Class A standards. 1.2. Respondent Responsibilities A. Facility and Permitting Requirements • Respondents must own and operate a Biosolids Management Facility (BMF) permitted by the Florida Department of Environmental Protection (FDEP) to treat municipal biosolids to a minimum of Class A quality. • The BMF must operate under current, valid FDEP permits, and a copy of each active permit must be provided with the bid submittal. • As the licensed treatment facility, the successful respondent becomes the generator of the final treated product, thereby relieving the City of any additional treatment obligations under FDEP regulations. • The successful respondent shall maintain compliance with Florida Administrative Code 62-640 (Domestic Wastewater Residuals), including 62-640.300, “Permit Requirements,” and any subsequent revisions. B. Hauling and Disposal Operations • The successful respondent shall haul biosolids 365 days per year as directed by the City’s Chief Operator. • The respondent shall remove trailers containing biosolids within 24 hours of notification to prevent nuisance odor conditions at the WRF. • Biosolids shall be transported directly from the WRF to the approved BMF for treatment and disposal. • City-owned trailers shall be used for hauling; however, if a City trailer cannot be returned in a timely manner, the respondent shall furnish a replacement trailer of equal capacity until the City’s trailer is returned. • The successful respondent must ensure alternative equipment and backup transportation is available to prevent operational interruptions due to equipment failure or weather conditions. C. Permits and Compliance Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Request For Bid #RFB 26-037 Title: Biosolids Hauling and Disposal Services 4 • The respondent shall obtain and maintain in good standing all local, state, and federal permits and licenses required for the transport, treatment, and disposal of biosolids. • Renewal copies of all permits must be provided to the City within 30 days of issuance. • If failure to maintain permits causes the City to use alternate disposal means, the respondent shall reimburse the City for any increased costs incurred. D. Production Estimates • Biosolids production is estimated at 22–25 wet tons per day, with solids content ranging between 13%–18% dry solids, averaging 15%. • The respondent must be capable of accepting aerobically digested or undigested residual cake. • The City makes no guarantee as to the minimum or maximum quantity of biosolids produced in any given year. E. Documentation and Chain of Custody • Trip tickets must be provided for each load, acceptable to both the City and FDEP. Tickets shall establish a chain of custody from the City to the BMF and include quantities delivered (wet tons or cubic yards), destination, and date/time of delivery. F. Liability and Surcharges • The successful respondent shall be responsible for all fines, penalties, and surcharges related to transportation, treatment, or disposal violations. • Responsibility for biosolids transfers to the respondent once the load is removed from the City’s WRF property. G. Insurance and Safety • The successful respondent shall maintain all required insurance coverages (general liability, auto, pollution, and workers’ compensation) as specified in the RFB. • Drivers must hold valid CDL licenses with appropriate endorsements. • Operations must comply with all applicable OSHA, DOT, and FDEP safety standards. 1.3. Odor and Environmental Control • The successful respondent shall conduct all activities to minimize odors, spillage, and environmental impact. • If odor issues arise, the respondent must take immediate corrective action to abate the condition at no cost to the City. • The City reserves the right to suspend hauling operations if odors become objectionable or environmental conditions are violated. Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Request For Bid #RFB 26-037 Title: Biosolids Hauling and Disposal Services 5 • Respondent shall implement spill prevention and cleanup procedures and maintain spill kits on all transport vehicles. 1.4. Minimum Qualifications • Respondents must provide three (3) references from governmental agencies for similar services performed within the past ten (10) years. • A letter of commitment from an FDEP-permitted residuals management facility must be included, verifying capacity to accept and process the City’s biosolids volume. • Respondents must demonstrate the ability to maintain 365-day operational readiness, including emergency or after-hours response. 1.5. Hours of Operation • Normal operations shall occur Monday through Friday, 7:00 A.M. – 4:00 P.M. • Weekend and holiday work may be conducted only upon written approval from the Chief Operator. • No additional compensation shall be considered for weekend or holiday work. 1.6. Inspection and Site Access • Prior to award, the City reserves the right to inspect proposed disposal sites, including treatment facilities, access roads, and supporting infrastructure. • The successful respondent shall allow City personnel and regulatory agencies access to the BMF for compliance inspections at any reasonable time. 1.7. Production History and Estimates Based on the accounting of the hauling tickets for years 2015, 2016, 2017 and 2018, there is an average increase of 4% for years 2020 to 2021 and 14% for years 2022 to 2023. The City’s future estimated average annual solids cake production is as follow: • Year 2020 = 273 loads, +/- 22 wet tons per load = 6,006 tons • Year 2021 = 285 loads, +/- 22 wet tons per load = 6,270 tons • Year 2022 = 288 loads, +/- 22 wet tons per load = 6,336 tons • Year 2023 = 335 loads, +/- 22 wet tons per load = 7,370 tons • Year 2024 = 304 loads, +/- 22 wet tons per load = 6,688 tons • Year 2025 (Tracking) =285 loads, +/- 22 wet tons per load= 6,270 tons Projected Annual Volumes: • Year 1 (2025): 6,270 wet tons • Year 2 (2026): 6,584 wet tons • Year 3 (2027): 6,913 wet tons • Year 4 (2028): 7,258 wet tons Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2 Request For Bid #RFB 26-037 Title: Biosolids Hauling and Disposal Services 6 • Year 5 (2029): 7,621 wet tons • Year 6 (2030): 8,002 wet tons Note: Values are based on historical production and provided for planning purposes only. 1.8. Additional Requirements Emergency Response • The successful respondent must provide 24-hour contact information and maintain the ability to respond to emergency hauling requests within four (4) hours of notification. Reporting and Recordkeeping • Monthly reports shall be submitted summarizing total loads, tonnage, destination, and disposal method. • Copies of all FDEP-required reports and analytical data shall be made available to the City upon request. Equipment Standards • Transport vehicles shall be maintained in good mechanical condition and be leak-free and covered during transport. • Each vehicle must be equipped with safety signage and containment measures in compliance with FDEP and DOT regulations. Contingency Disposal Plan • Respondents must provide a backup disposal plan identifying an alternative FDEP- permitted facility to ensure continuity of operations in the event the primary BMF becomes unavailable. Docusign Envelope ID: D84C07B8-0D85-4DA8-A61B-950AD2827ED2