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HomeMy WebLinkAbout2026-069 A1 AGREEMENT No. 2026A-069 MAINTENANCE AND REPAIR OF WATER WELLS AND WATER PUMPS THIS AGREEMENT is made and entered into this 25th day of March 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 A.C. SCHULTES OF FLORIDA, INC., whose address is: 11865 US Highway 41 South, Gibsonton, FL 33534, (hereinafter referred to as "CONTRACTOR"). WHEREAS, Tohopekaliga Water Authority, through the public procurement process, awarded an Agreement for Maintenance and Repair of Water Wells and Water Pumps Contract No. IFB-25- 004-01; WHEREAS, CITY desires to utilize the above-referenced awarded bid, CONTRACTOR’s response thereto, and Agreement in accordance with CITY’s procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the Tohopekaliga Water Authority Contract Number IFB-25-004-01; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish maintenance, repair, and related services for water wells and water pumps as described in the Tohopekaliga Water Authority Contract Number IFB-25-004-01, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in CITY’s purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances, the CITY purchasing policy, resolutions, and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until Thursday, February 11, 2027 unless terminated or renewed by Tohopekaliga Water Authority. Contract Packet - 1 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF 2 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 one (1) additional one (1) year renewal. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in Tohopekaliga Water Authority Contract Number IFB-25-004-01 or in the specific purchase order or authorized 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. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if there is 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 gasoline, diesel, kerosene, LP gas, and bio-diesel 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 gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. Contract Packet - 2 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF 3 D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to the CITY upon completion of the services and delivery of products as set forth in the applicable purchase order. The 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: Contract Packet - 3 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF 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 C. Excess Liability, Umbrella Form $2,000,000 Each 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. 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. 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 Contract Packet - 4 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF 5 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: A.C. Schultes of Florida, Inc. 11865 US Highway 41 South, Gibsonton, FL 33534 Attn: Gregory Schultes, Vice President 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 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. Contract Packet - 5 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF 6 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 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 efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. Contract Packet - 6 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF 7 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. AGREEMENT DOCUMENTS The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order C. An applicable Contractor Quote or Statement of Work D. All documents contained in the Tohopekaliga Water Authority Contract Number IFB-25- 004-01. Contract Packet - 7 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT A.C. SCHULTES OF FLORIDA, INC. **signature_94370** SIGNATURE **name_94370** FULL NAME **role_94370** TITLE **date_signed_94370** DATE SIGNED **signature_94376** SIGNATURE **name_94376** FULL NAME **role_94376** TITLE **date_signed_94376** DATE SIGNED ATTEST **signature_94375** SIGNATURE **name_94375** FULL NAME **role_94375** TITLE **date_signed_94375** DATE SIGNED Contract Packet - 8 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Vice President 4/1/2026 Gregory SchultesTim Murry Mayor 4/1/2026 City Clerk Tracy Ackroyd Howe 4/1/2026 Exhibit A IFB-20-004-01 Agreement Contract Packet - 9 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 10 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 11 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 12 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 13 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 14 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 15 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 16 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 17 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 18 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 19 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 20 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 21 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 22 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 23 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 24 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 25 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 26 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 27 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 28 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 29 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 30 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 31 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 32 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Exhibit B IFB-20-004-01 Pricing Contract Packet - 33 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 34 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 35 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF Contract Packet - 36 of 36 Docusign Envelope ID: 7E276B1A-6A7A-408C-8B3B-9C29D2F809BF