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2015-48 SUPPLIER AGREEMENT BENCHES, BIKE RACKS, AND TRASH CANS THIS AGREEMENT, made and entered into this /S It of 0 2015, i A.D., by and between the City of Clermont 685 West Montrose OF t, Clermont, Florida (hereinafter referred to as "CITY"), and SWEDES SYSTEMS, LLC., 19055 Archers Dnve, Monument, CO (hereinafter referred to as "COMPANY"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The COMPANY shall furnish park benches, bike racks, and trash cans to various departments of CITY and perform all of the work described in the bid documents and specifications entitled: RFB NO. 15-022 Benches, Bike Racks, and Trash Cans as prepared by CITY and its agents and shall provide the products set forth in RFB No. 15-022. ARTICLE II—THE CONTRACT SUM The CITY shall pay to the COMPANY for the faithful, accurate and complete performance of the services contemplated herein and based on authorized and approved orders for park benches, bike racks, and trash cans as described in the Contract Documents, the sum per order as determined in accordance with COMPANY'S Pnce Scheduled included and made a part of COMPANY'S response to RFB No.15-022 and as set forth in Exhibit"A"attached hereto and incorporated herein. ARTICLE III - PROVISION OF SERVICES AND COMPLETION OF WORK 1. The COMPANY shall only provide to CITY park benches, bike racks, and trash cans upon receipt of an authorized purchase order from CITY and shall provide the requested items in the timeframe and as set forth in RFB No.: 15-022 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 COMPANY or create an exclusive purchase agreement between CITY and COMPANY. 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 COMPANY. 2. COMPANY, upon receipt of an 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 COMPANY to so 1 notify CITY will preclude COMPANY 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. 3. It is expressly understood and agreed that the passing, approval and/or acceptance of any park benches, bike racks, and trash cans 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 COMPANY replace the accepted park benches, bike racks, and trash cans so as to comply with the warranties and specifications hereof. 4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. ARTICLE IV - PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, and subject to additions and deductions as provided, the CITY shall pay the COMPANY within thirty (30) days of the receipt of COMPANY'S invoice, provided that CITY has accepted the uniforms that are subject to the invoice and CITY has not objected to payment thereof. COMPANY'S invoice shall specifically identify each uniform provided and the date and/or order number as submitted by CITY. ARTICLE V—TERM This Contract shall take effect upon date executed by both parties and will continue in effect for one (1) year thereafter, whereupon it shall automatically expire, unless renewed by CITY as provided herein. Any expiration or termination of this Contract, including any renewal term, shall continue to remain in full force and effect for the purposes of any warranty or guaranty period applicable to any order fulfilled by COMPANY. COMPANY expressly agrees that the pricing as set forth in Exhibit A hereto, shall remain in effect and constant throughout the entirety of any and all renewal penods hereunder. CITY at its sole option shall, upon written notice to COMPANY, have the right to renew this contract for three (3) additional one (1) year terms. Pnor to the expiration of the initial term and any subsequent renewal thereafter, CITY may consider an adjustment to pnce based on changes in manufacturer's direct cost, postage rates, the Consumer Price Index (CPI), minimum wage law as documented by COMPANY. As a condition precedent to consideration by the CITY, COMPANY shall provide CITY a written request for adjustment in accordance herewith sixty (60) days prior to the anniversary date of the contract. Any such request may be approved in the sole discretion of CITY. 2 ARTICLE VI—TERMINATION CITY may terminate this Contract for cause at anytime and may also terminate without cause upon thirty(30) days written notice to COMPANY. ARTICLE VII—DISPUTE RESOLUTION - MEDIATION 1. 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. 2. The CITY and COMPANY shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held at Clermont City Hall, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE VIII -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. COMPANY: Swedes Systems, LLC. Attn: Allan D. Sandberg, C.O.O. 19055 Archers Dnve Monument, CO 80132 CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX—MISCELLANEOUS 1. 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. 2. 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 3 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. 3. 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. 4 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 COMPANY. 5. Assignment. This agreement is personal to the parties hereto and may not be assigned by COMPANY, in whole or in part, without the prior written consent of city. 6 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. 7 Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Flonda and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 8 Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (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 this 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 CONSULTANT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be 4 provided to the CITY in a format that is compatible with the information technology systems of the CITY. ARTICLE X CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: 1. Contract Agreement 2. Authorized purchase order or similar order form. 3. Al documents contained in RFB No.: 15-022 Benches, Bike Racks, and Trash Cans any and all addenda or amendments thereto and COMPANY'S May 28, 2015 response thereto. -IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this ro day o (��?c X 2015. Attest: City 1ja\ lermont Tracy Ache d, City Clff rat 'ay, City Manager Date: Up/15/e2D 15 Attest: Swedes Systems, Up // e.o.e �-- • /2_3. Name &Title W ZEBULON J KOONS NOTARY PUBLIC Date 20/ STATE OF COLORADO ' NDTARY1D20134038002 My COmmkslon Expo July 1,?017 5 EXHIBIT A SECTION —C _ ___ _ RFVISED PRICE SCHEDULE NOTE: The quantities shown in the Price Schedule are estimates only. They may vary significantly from the actual quantities ordered by the City. Payment shall be for the units ordered, placed, and accepted by the City. By signing this form, the respondent fully acknowledges that there will be no additional compensation (no overhead, no anticipated profits, etc) other than the unit price of the items times the number of items authorized, ordered, placed,and accepted by the City. • / 644R/tit/MI al' L N Description Cstirnalerl Unit Price Unit Total Quantile_, 6-Foot long bench with back(as per specificationsL 50/each '42(. / a, Z �"�►Foot IOne%with back{8s �l _44446 _ ` � �-- � specifications 111JE ZbI�17/� � 50/each , /�� /f,; d� �r 6-Foot long bench without back(as per specifications) 30/each jr��b � grj r.• 4-Foot long bench without back(asr • ��4 30/each /y4 ; ,Cr) specifications) specifications) .... 5 Bike rack(as per specifications) 30/each �j Q /.� ,Z e91rr�L, 6 Trash can(as per specifications) 30/each 2.9 -Pwinie $tp2a .� Grand Total C / 9/,ges° ' ""4/f4y- Include cost of shipping/freight: ' � 992. �' (if necessary, attach a separate page with shipping costs). 7-44:(4.4,,42, 42e/ (7--- contractor's Estimated Time of Delivery From Purchape Order: -3044(Calendar Days __--RFB No. 16-022 ---._._._... ------__ ._.. . Page 12 of 30 _ __.__.... _ _ _ • SECTION C --- -- REVISE ) PRICE SCHEDULE By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation,and is acting in an authorized capacity to execute this response. The respondent also certifies that it can and will provide and make available,at a minimum,the items set forth in this solicitation. Respondent 'Mort-nation and Signature t� pany Name(pent). Street Address. ._._/for -�_. Ix/16725 ? i✓-._.~_ w_ a , MalungAd� eieerent). J • -- �3!fG.249024/Yee T+` --044.4.2_144-01P4 3.21/0 • - Telephone:/-1/9..- 410' 8r!G f4 'Z'L_ Fax• /ffY- 11_• x _•_--• Email: rSk11 �r YS y,Srdp_;1.464,dvn Payment Terms -er %_�ddays,net 30 FEIN 6 ag 4 qProfessional License No.: -%(4 -' _ Signature, 1.Getr f2U, 4 Date /7 _J/2 /6_ Print Name. i0/4441-P.514 ✓Pite' Title: Does the respondent accept payment using the City's MASTERCARD? Sit Yes © No END OF SECTION -C RFS No: 15-022 Page 13 of 30 cc 474 ; /14449✓ FREDDY L. SUAREZ LER Purchasing Director Purchasing Department 4A• 5414 " Choice of Champions 35 1-7350', 3 ► ,V6dek- Q� fsuarez©clermontfl org ADDENDUM 1 —MAY 20, 2016 RFB 15-022—BENCHES, BIKE RACKS AND TRASH CANS o all raanective;espandentsalter asp nate the followinn auee onsS answers form BidSync. See next page. END OF ADDENDUM 1 This addendum must be acknowledge and may be returned with your solicitation, All other terms, conditions and specifications remain unchanged for RFB 15-022. c6.2)6 - n y',e� ./c Name of Company tea;~ �� Date , 6 c>6, a, Skralo: Title _ /4/41711, p ffN TypedIPnnted Name S470F C2,4;, T+//Z) 4• c5t.J ,Rt rcr2� � is•.Afetal ,r 685 W. Montrose Street Clermont, FL 34711 www ClermontFL,gov �' kre:17;;I: FREDDY L. SUAREZ Purchasing Director °NT Purchasing Department 352-241-7350 Choice of Champions fsuarez@clermontfl org ADDENDUM 2 - MAY 25, 2015 RFB 15-022 - BENCHES, BIKE RACKS, AND TRASH CANS To all prospective respondents. please note the following changes: Section C- Price Schedule has been revised to allow the pricing for 6-foot and 4-foot long benches • END OF ADDENDUM 2 This addendum must be acknowledge and may be returned with your solicitation. All other terms. conditions and specifications remain unchanged for RFB 15-022. St z E s SYSliWs G Le, ��� 28 .20%5'' Name of Company Date beit4t,/ Lefia4ia.a. a Signature iihrTitle 4/-4,0D, 'S4Np6 o-G Typed/Primed Name E-M'WV DE-f4SY TEM$ JUNO.e ad 19055 A L CHERS DRIVE MONUMENT,CO.80132.2834 P141719;100 1010 FAX 4B8•S8014 685 W. Montrose Street Clermont, FL 34711 www,ClermontFL.gov SECTION — B STATEMENT OF WORK The purpose of this solicitation is to establish a term contract for the purchase of park benches, bike racks, and trash cans for the Parks and Recreation Department. City staff will perform all installation in accordance with the manufacturer installation manual The City anticipates a minimum order of multiples of ten (10) for each item The pictures provided in Section K shall be used as reference for the design of each item listed below 1 —BENCH WITH BACK SPECIFICATIONS • Bench - 6 foot and 4 foot • Player Bench with 15" wide seat and back (back with custom "Clermont" logo — see picture). • #9 gauge expanded metal, rounded corners, portable • Powder coated — Black base frame and Blue (RGB Color R:0, G.81, B 149) seats and back. Other seat and back colors may include Red (R.220, G 41, B.30) • Surface or in ground mounting (price for each if different). 2 —BENCH WITHOUT BACK SPECIFICATIONS • Bench - 6 foot and 4 foot • Player Bench with 15" wide seat, No Back or custom logo • #9 gauge expanded metal, rounded corners, portable • Powder coated — Black base frame and Blue bench (RGB Color R 0, G:81, B 149) seats. Other seat colors may include a Black base frame and Red bench (R.220, G 41, B.30). • Surface or in ground mounting (price for each if different) 3 — BICYCLE RACK SPECIFICATIONS • Loop style bike rack, surface mount 2 7/8" round galvanized tubing Powder coated black hoops • Custom"Clermont" logo, cut-out and mounted to hoop. Powder coated, Blue (RGB Color R 0, G:81, B:149). • Surface mount cover for round tubing, for 2 7/8" tubing (set 2 for each rack) RFB No 15-022 Page 10 of 29 SECTION — B STATEMENT OF WORK 4—TRASH CAN SPECIFICATIONS • Classic Style Trash Receptacle, 32 Gallon,3/4"#9 Expanded Metal, 70 lbs Custom "Clermont" logo cut out and mount to mesh screen (see picture in Section K). • Powder coated — Green (RGB Color R.0, G•132, B•68); Blue (RGB Color R 0, G 81, B:149); or Red (R•220, G.41, B:30). • Steel Dome Top for 22 and 32 Gallon Trash Receptacle, 10 lbs. • Black 32 Gallon Rigid Plastic Liner, 5 lbs. • Include all chain and locking hardware END OF SECTION — B RFB No 15-022 Page 11 of 29 SC CRA— new bike racks, benches and trash cans • LER ON C T • Chace of Champions 31 1 h.. _ __ (et,ri Li r tI, SC 1 - - 70_•• JJ�O4 I ' 17 CEEI�M()NI 24" Will supply tamper-resistant cap screws with lock nuts for plate attachment 1 l� ''1'1 "•'I;1'1''11 l�li l'I I �r 111, :1:111 i'11•'I 1 1,e,:: ,1.1 �I�/�� 1I,•1 l,l ill•1 1 111 1. 0 f/!// X11 1 1111 .1 r 1 -_0 , v*; / !/",!`/s•,F,ld/v I '1 11 1. 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