Contract 2023-020ADocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
AGREEMENT No. 2023-020
CONTAINER SYSTEMS & EQUIPMENT
THIS AGREEMENT, is made and entered into this 151h day of February 2023, 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 CONTAINER SYSTEMS & EQUIPMENT INC, whose address is: 506 Bellevue Ave,
Daytona Beach, FL 32114, (hereinafter referred to as "SUPPLIER").
WHEREAS, CITY has utilized Container Systems & Equipment Inc. for Crane Carrier parts and
services for sanitation trucks ;
WHEREAS, Crane Carrier and Battle Motors 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:
SCOPE OF WORK
The SUPPLIER shall furnish Crane Carrier parts and services for sanitation trucks 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 two (2) 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 (1) year terms 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
adjustment shall be submitted sixty (60) days prior to the termination of the initial or any
DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
Sole Source Agreement
Container Systems & Equipment
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 - MEDIATION
A. 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.
B. The CITY and SUPPLIER shall endeavor to resolve claims, disputes, and other matters
in question between them by mediation.
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DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
Sole Source Agreement
Container Systems & Equipment
C. 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.
7. INDEMNIFICATION RIDER
To cover to the fullest extent permitted by law, the SUPPLIER shall indemnify and hold harmless
the CITY and its agents and employees from and against all claims, damages, losses, and expenses,
including but not limited to attorney's fees, arising out of or resulting from the 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 SUPPLIER or
anyone directly or indirectly employed by any of them or anyone for whose acts any of them may
be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other
right to the obligation of indemnity which would otherwise exist as to any party or person described
in this Article. 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.
A. CONTRACTOR:
Container Systems & Equipment Inc.
Attn: Bob Barton
506 Bellevue Ave, Daytona Beach, FL 32114
A. OWNER:
City of Clermont
Attn: Brian Bulthuis, City Manager
685 W. Montrose Street, Clermont, FL 34711
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.
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DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
Sole Source Agreement
Container Systems & Equipment
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.
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, 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.
DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
Sole Source Agreement
Container Systems & Equipment
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 SUPPLIER upon the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. SUPPLIER shall use reasonable efforts to
provide all records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
E. IF THE SUPPLIER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE SUPPLIER'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, THE SUPPLIER SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY
CLERK'S OFFICE, (352) 241-7331.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 15th day of
February 2023.
CITY OF CLERMONT
—DocuSigned by:
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Tim Murry, Mayor
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Tracy Ackroyd Howe, City Clerk
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DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
CONTAINER SYSTEMS & EQUIPMENT INC
DocuSigned by:
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Print Name: Robert Barton
Title: Vice President
Date:2/15/2023
DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
Container Systems
& Equipment Co. Inc.
DATE: February 6, 2023
TO: Ramsey Jimenez
Senior Procurement Agent
City of Clermont
RE: Container System & Equipment sole source conditions
Ms. Jimenez,
Container Systems & Equipment Company has an established rate for the City of Clermont for both Crane Carrier/Battle Motors parts and our labor:
All Crane Carrier/ Battle Motors parts are discounted 22%.
All service work performed by Container Systems has a fixed cost of $125/hr.
Thank you for being our customer for over 30 years.
Respectfully,
Robert Barton
VP
506 Bellevue Avenue • Daytona Beach, Florida 32114-5279 • (386) 253-5555 • FAX (386) 253-8537
Website: www.containersys.com • Email: info@containersys.com
DocuSign Envelope ID: E3159C65-48A1-4396-9190-007778106ECF
TLE
M O T O R S
October 31, 2022
Mr. Tim Cayton
City of Clermont -Fleet Manager
400 Twelfth Street
Clermont, FL. 34711
Dear. Mr. Cayton:
We are pleased to advise you that Container Systems & Equipment Inc. is your only authorized
Crane Carrier/Battle Motors dealer in the state of Florida.
If you have any further questions or need any additional information, please do not hesitate to
contact us.
Best regards,
Steve Powers
Regional Vice President
918.557.8750
CC: Bob Barton
BATTLE MOTORS 1951 Reiser Avenue SE, New Philadelphia, OH, 44663 p 330-308-6700 f 918-286-2601