Contract 2022-048ADocuSign Envelope ID: BD55BA2A-CDCA-4395-A406-108011724FOE
AGREEMENT NO. 2022-048 FOR
STREET SWEEPER MAINTENANCE SERVICE
THIS AGREEMENT, is made and entered into this 23 day of June
2022, 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 Environmental Products of Florida Corp.,
whose address is: 2525 Clarcona Road Apopka, FL 32703 (hereinafter referred to as
"CONTRACTOR").
WHEREAS, the City of Clermont issue RFB 22-019 titled Street Sweeper Maintenance
Services
WHEREAS, CONTRACTOR submitted its response dated June 9, 2022 to RFB 22-019;
WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the
terms and conditions of RFB 22-019and CONTRACTOR's response thereto;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I — SCOPE OF WORK
The CONTRACTOR shall furnish street sweeper maintenance services as described in
CITY's RFB 22-019and CONTRACTOR's June 9, 2022 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.
ARTICLE 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.
ARTICLE 3 — PROVISION OF SERVICES AND COMPLETION OF WORK
3.1. The CONTRACTOR shall only provide to CITY street sweeper maintenance
services upon receipt of an authorized order from CITY and shall provide the
requested items in the timeframe and as set forth in RFB No.:22-019 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
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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.
3.2. CONTRACTOR, 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 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.
3.3. It is expressly understood and agreed that the passing, approval and/or acceptance
of any street sweeper maintenance 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 street sweeper
maintenance services so as to comply with the warranties and specifications hereof.
3.4. COMPANY specifically acknowledges that this Contract does not bind or obligate
CITY to purchase any minimum quantity of product during the term hereof.
ARTICLE 4 — TERM AND TERMINATION
4.1. 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.
4.2. 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.
4.3. Upon mutual Agreement of the parties, this Agreement may be renewed for three
(3) additional one (1) year terms. Sixty (60) days prior to completion of each
extended term of this Agreement, CONTRACTOR may request and the City may
consider an adjustment to price based on changes in the Producer Price Index (PPI).
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ARTICLE 5 — 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.
ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION
6.1. 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.
6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
6.3. The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in Clermont, Lake County, Florida, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
Agreements in any court having jurisdiction thereof.
ARTICLE 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 Liabilitv 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
DocuSign Envelope ID: BD55BA2A-CDCA-4395-A406-108011724FOE
indirectly employed by it, and the amount of such insurance shall be as follows:
(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) Garage Keeper Liability, $1,000,000.00 Each Occurrence, Combined
Single Limit
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.
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ARTICLE 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: Environmental Products of Florida Corp.,
2525 Clarcona Road
Apopka, FL 32703
Attn: Timothy Duncan, Service Manager
OWNER: City of Clermont
Attn: Brian Bulthuis City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE 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
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prior and contemporaneous Agreements between the parties with respect to the
performance of services by CONTRACTOR.
9.6. Assi ng ment — Except in the event of 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 — 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 CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically must be provided to the CITY in a format that
is compatible with the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
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ARTICLE 10 — AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
10.1. This Agreement
10.2. Purchase Order / Notice To Proceed
10.3. An applicable Contractor Quote or Statement of Work
10.4. All documents contained in City of Clermont RFB 22-019 and any amendments
thereto.
10.5. CONTRACTOR's June 9, 2022 response to RFB 22-019.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 23 day of June 2022
CITY OF CLERMONT
DocuSigned by:
,�jVlA�t f ja{u,lus
534781168A394C8...
Brian Bulthuis Ci
ATTEST:
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DocuSigned by:
Ad,-y-4
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
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DocuSign Envelope ID: BD55BA2A-CDCA-4395-A406-108011724FOE
ENVIRONMENTAL PRODUCTS OF FLORIDA CORP.
DocuSigned by:
(Signature)
Print Name:Timot hy Duncan
Title: service Manager
Date: 6/20/2022
DocuSign Envelope ID: BD55BA2A-CDCA-4395-A406-108011724FOE
Exhibit A
New parts:
Rebuilt parts:
Shop labor hourly rate:
Shop overtime hourly rate:
Shop holiday hourly rate:
Field service hourly rate:
SECTION — C
PRICE SCHEDULE
STREET SWEEPER REPAIRS
List Less 10.00% % or Cost Plus 0.00%
Field service overtime hourly rate
Field service holiday hourly rate:
Service charge per call:
Mileage Rate, if applicable:
List Less 10.00% % or Cost Plus 0.00% %
$147.00
$147.00
$147.00
$157.00
,157.00
$157.00
,125.00
$0.00
Warranty: New Parts: 90 Days
Rebuilt Parts. 90 Days
Labor: 90 Days
Length of time necessary for equipment repair estimation:
24 h rs
Is your company the dealer for the equipment listed above?
Yes
Hours and days of operation:
7:00arn a.m. to 5:00pm p m. on Monday
a.m. to p.m. on
thru Friday
thru
What is the normal response time for diagnosis of equipment in need of repair?
24 Hours
RFB No: 22-019
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DocuSign Envelope ID: BD55BA2A-CDCA-4395-A406-108011724FOE
SECTION — C
PRICE SCHEDULE
How many mechanical technicians are employed at the nearest facility?
6
How long has the company been in business?
21
How do you charge shop charges, if any?
10% of labor
How do you charge environmental charges, if any?
N/A
Do you charge any other fees?
No
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 Information and S19%tur,1,
Company Name (print): Enviromental Products Group
Street Address: 2525 Clarcona Rd Apopka FI. 32703
Mailing Address (if different):
Telephone. 407 794 0004
Email: tduncan@myepg.com
FEIN: 59
Signature:
Fax:
Payment Terms: % days, net 30
.3757718 Professional. License No.:
6/8/22
Print Name: Tim Duncan
Title: Service Manager
Does the respondent accept payment using the City's MASTERCARD?
END OF SECTION — C
RFB No: 22-019
Page 12 of 27
❑■ Yes ❑ No
DocuSign Envelope ID: BD55BA2A-CDCA-4395-A406-108011724FOE
SECTION — B
STATEMENT OF WORK
The City of Clermont is accepting bids to establish a term contract for service and repair
of sweeper truck 2015 Elgin Broom Bear.
Preference of award will be given to authorized dealers; however, if a dealer does not bid,
then the bid may be awarded to a vendor who is not an authorized dealer. It is the intent
of the City to make an award to one or more respondent(s) who in the opinion of the City
of Clermont offers the best price and quality of service.
Respondents must attach a copy of the latest price list indicating vendor cost or
suggested price list for all billable Elgin Broom Bear parts.
END OF SECTION — B
RFB No: 22-019
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