HomeMy WebLinkAboutItem 05 Approval of Change to Lease AgreementMeeting Date: November 18, 2025
Item #: 5
Contact Name: Kiel Gajadhar, Stephen Krug Department Director: Stephen Krug
Contact Number: Ext. 7002, Ext. 6002 City Manager: Craig Shadrix
Background Summary:
On November 5, 2024, the City Commission approved a 3-year lease agreement with Holiday Outdoor Decor
for the City's pole -mounted holiday decorations in the amount of $186,805, annually. The terms of the lease
include verifying the decoration's functionality, installation, removal, and storage. Holiday Outdoor Decor has
traditionally provided the City's holiday lights and banners on existing utility poles, whereas Duke Energy has
provided electrical connections throughout the City.
With the Clarke Road widening project complete, electrical connections have been added to an additional 100
light poles on Clarke Road from Silver Star Road to Clarcona Ocoee Road to allow for pole -mounted holiday
lighting. With prior City Commission authorization, the additional 100 decorations increased the lease
agreement by $98,750 with a total cost of $285,555, which is adequately incorporated into the current 2025-
2026 budget.
Public Works recommends approval of a change to the lease agreement with Holiday Outdoor Decor to
include the additional 100 decorations on Clarke Road.
Issue:
Should the Honorable Mayor and City Commissioners approve a change to the lease agreement with Outdoor
Holiday Decor, and issue a purchase order for the installation, removal, and storage of the City's selected
holiday decorations, which are incorporated into the current 2025-2026 budget?
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve the lease agreement with Outdoor
Holiday Decor. Staff also recommends issuing a purchase order in the amount of $186,805 for the installation,
removal, and storage of the City's selected holiday decorations, and authorizing the City Manager and staff to
approve and execute change orders to the work in accordance with the limits established in the Purchasing
Code.
Attachments:
1. New Combined Quote
2. Lease Agreement
Page 138 of 356
Financial Impacts:
The cost of the pole -mounted holiday lighting is adequately funded in the 2024-2025 budget.
Type of Item: Consent
0 o Em 0 %* �_, I -
I r#111111
Page 139 of 356
Remit to Holiday Outdoor Decor
PO Box 4365
Bethlehem, PA 18018
Bill To Name Stephanie Thomas
Bill To City of OCOEE
301 Maguire Road
Ocoee, Florida 34761
United States
If Approved, Sign here
or reply to the email stating "Proposal Approved",
'40wMan Cf6ftso"40ship in EV44Y Space
Ship To Name
Ship To
11/10/2025
00021497
City of OCOEE
301 Maguire Road
Ocoee, Florida 34761
United States
Subtotal $285,555.00
Not including Sales Tax
We will not be able to schedule your project before receiving
your down -payment - our schedule fills up fast, don't wait!
Asia Snowflake Pole Mount, Blue 4.9 x 1.9
THESE ARE TO BE PLACED ON MAGUIRE ROAD - 2 PER
includes Backbone (with 1 faceplate, 3 silver $327.50 52.00 $17,030.00
POLE MOUNTS PER POLE ONE ON EITHER SIDE
bands)
Whimsical Z-Tree. Measures 5'xT, With 52 INSTALL ON 22 NEW POLES ON BLUFORD AVE
C-9 Lamps. Weighs 35lbs. LED
Single Poinsettia Pole Mount. Measurs
i:7aTrips—w4
Accents, Weighs 23lbs. LED
OCOEE, CITY OF - 2025 LEASE
Irr !1 MEMO$= off$ I =## I
PAYMENTS: Deposit payments of 50% due prior to September 1 at, to be placed on installation schedule, final 50% payment due upon
completion of installation of each season under contract. Any product purchases will be invoiced when products shipped from vendor,
Page 140 of 356
regardless of delivery location.
Balances over 3Bdays will incur a 1,5% finance charge per month. 4% Credit Card payments fee,
Sales Tax and County Tax will be applied on Final Invoice unless a Tax -Exempt Certificate is provided beforehand.
ACCEPTANCE: All material imguaranteed to be as specified, All work to be completed inaworkman like manner according to standard
practices, Any alteration or deviation from the above specifications involving extra costs will be executed only upon written orders and will
become an extra charge over and above this contract. All agreements contingent upon strikes, accidents, any acts of God or delays beyond
our control, Property Owner will carry fire, tornado, hurricane (wind) and other necessary insurance,
Our workers are fully covered byWorker's Compensation,
The above prices, specifications, terms and conditions are satisfactory and hereby accepted, You are authorized to do the work as specified,
Payment will bemade msoutlined above. Once this Agreement is signed by both parties it becomes a contract. This proposal may be
withdrawn if not accepted within 30 days. To lock in current pricing, please ask for a multi -year proposal.
Customer Awareness Information Sheet '
Page 141 of 356
MULTI -YEAR LEASE AGREEMENT
'I'll is represents an agreement between RILEIGHS OUTDOOR, LIX., doing business as Clarks Outdoor Decor arid.
also, as Christmas Designers Florida, and, also as I ioliday Outdoor Decor (hereinafter referred to as "Lessor"), and
the City ofOcoce. a Florida municipal corporation (hereinafter referred to as the "Lessee").
The accompanying Proposal (the "Proposal") and this Lease (the proposal and the Lease collectively referred to as this
"Lease" or "Lease Agreement") comprise the entire agreement between the parties,, and supersede all prior or
conternporallCOLIS Understandings, agreements, negotiations, representations and warranties, and 401111111,11lications, both
written and oral. In the event of any conflict between this Lease and the proposal, this Lease shall govern.
This Lease prevails over any of Lessee's general terms and conditions regardless of whether or when Lessee has
submitted its request for proposal, order, or such terms. Provision of set -vices to Lessee does not constitute acceptance
of any ofLessee's terms and conditions and does not serve to modify or amend this Lease. It is understood that the
Lessee Of Ocoee will issue purchase orders with Lessee terms and conditions on a yearly basis.
This Lease OLitlilICS the terms and conditions under which the Lessee shall lease outdoor decor products (hereinafter
referred to as the "Product") from Lessor for a period of three (3) years, as specified in this agreement. The Lease also
governsTernis and Conditions for the services provided by the Lessor necessary to fulfill the obligations outlined in
the Proposal (hereinafter referred to as the -Work"). By signing this document, both parties acknowledge and agree to
abide by the terms and conditions set forth herein,
1. LEASETERM AND PRICE
The lease contract shall be effective for a period of three (3) years, commencing from 10/23/2024 to 10/23/2027.
The total lease contract price for the specified duration shall be $560A 15, with an annual lease price of'$l 86,805
payable each year.
I. I Each one-year term shall automatically be renewable for the next succeeding one-year term with the
condition that the LESSEE'S obligation to pay under this Lease for each year is contingent upon the LESSEE in its
good faith judgment having sufficient funds to make all annual appropriation for the Services to be provided under
this Lease. Ili the event LESSEE does not allocate funds for a lease year, the Lease will be terminable by written
notice from Lessee to Lessor. The Lease shall Condone it) full force and effect from the date first written above or
until terminated in accordance with this Lease.
1.2 The Lessee and Lessor agree that Eby .3igning this agroemem, all material and work provided by Holiday
Outdoor Decor shall conform 10 tile specifications outlined in the attached Proposal and any alterations or
deviations involving extra costs shall only be executed upon written orders executed by Lessor and Lessee and shall
be considered all additional charge to this contract on terms acceptable to both pat -ties. The Lessee acknowledges
that the Lease is for the, Product 011flined in the accompanying Proposal. Any changes to the product in the proposal
must be agreed to in writing by the Lessor and Lessee.
Page 142 of 356
2. OWNERSHIP OIL PRODUCT
During the duration of the Lease and after the lease contract expires, Lessor shall retain ownership of all
products used. The Lessee agrees to use the products with care and in accordance with standard practices and shall
not cause any damage or misuse that may reduce their value or operability.
3. LESSET OBLIGATION:
Lessee shall:
a. cooperate with Lessor in all matters relating to the Work and provide such access to Lessee's premises,
and such office accommodation and other facilities as may reasonably be requested by Lessor, 1`01- the PUrPOSeS
of performing the Work,
h. respond promptly to any Lessor request to provide direction, information, approvals, authorizations or
decisions that are reasonably necessary for Lessor to perform the Work in accordance with the requirements of
this Lease;
C. Provide such Lessee materials or information as Lessor may reasonably request to carry out the Work in a
timely manner and ensure that such Lessee materials or information are complete and accurate in all material
respects; and
d. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to
the Work before the (late on which the Work is to start.
4, LESSEE'S ACTS OF OMISSION
If Lessor's performance of its obligations under this Lease is prevented or delayed by any act or omission of
Purchaser or its agents, subcontractors, consultants or employees, Lessor shall not be deemed in breach of its
obligations under this Lease or otherwise liable for any costs, charges or losses sustained or incurred by Purchaser,
in each case, to the extent arising directly or indirectly from such prevention or delay,
5. CHANGE ORDERS
a. if either party Nvishes to change the scope or performance of the Proposal., it shall submit details of the
tcqUe-,ted change to the other party in writing. Lessor shall, withinreasonable time after such request, Provide a
written estimate to Lessee of:
b. the likely time required to implement the change,
c. any necessary variations to the fees and other charges 1`61- the Products or Work arising from tile change;
d. the likely eff'oet of the change on the Proposal; and
e. any other impact the change might have on the performance of this Lease.
f, Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of
Page 143 of 356
such change(a *Change Order"), Neither party shall be bound by any Change Order unless Mutually agreed upon in
writing.
9. Notwithstanding Section 6(a) and Section 6(b), Lessor inav, from time to time change the Product Or Work
without the consent of Lessee provided that such changes do not materially affect tile nature or scope, of the Lease,
or the fees or any performance dates set forth in the Order Confirmation.
6. WARRANTIESAND DISCLAIMI--"R
Lessor represents and warrants to Lessee that it shall perform the Work using I I u c K,
PCI'S0111 C1 Of Vq it, d skiff,
,
experience, and qualifications and in a professional and workmanlike manner in accordance with generally
recognized industry standards for similar services and shall devote adequate resources to meet its obligations under
this Lease. -File Work shall be provided ill accordance in all material respects with Lessee's specifications, and
Lessor shalt not be liable for tolerances and variations from specifications consistent with usages of the trade or for
normal manufacturing defects. There are no express warranties other than the warrant), set forth above. Ally
implied warranties, including any implied warranties ofirlerchantabilitly or fitness for a particular purpose, are
disclaimed.
T FORCE MAJEURF
Neither party shall be liable to the other for failure to perform or for delay in performance due to unforeseen
causes beyond its reasonable control, and such causes are vvithout the failure or negligence of the affected party.
Such unforeseen Causes include, but are 1101 limited to, acts of God, fire, flood, epidemic, strike, Nvork stoppage or
other labor difficulty, acts of governmental authority, federal, state, or local laws, orders or regulations, embargo,
war, terrorist act, riot, civil commotion and/or insurrection, or by any other event or circumstance of whatsoever
kind Or nature not within the control of the affected party which, by exercise of reasonable diligence such party is
unable to prevent, whether or not similar or dissimilar to any of the foregoing class of events or circumstances
("Force Majeure Event"). For the avoidance of doubt, economic hardship of all affected party shall not be
considered a Force MajeUre Event.
8, TERMINATION
8, 1. Early Termination by Lessor: "The Lessor reserves the right to terminate this Lease Agreement with
immediate effect ill the event of tile, following cirCUMStanCeS:
a. Non -Payment: If the Lessee fails to make any rental payment within 30 days from the due date specified
in this Lease Agreement.
b. Breach of Terms: if the Lessee violates any provision of this Lease Agreement. including but not limited
to the permitted use of the equipment, maintenance responsibilities, or insurance requirements.
Page 144 of 35,6-
c. Deleted.
d, Misuse or Damage: If -the equipment is being used improperly, abused, or darnaged due to negligence,
which may lead to a significant redUCti011 in its value or operability.
c. Endangerment: If the equipment is being Used in a manner that poses a risk to public safety or violates, any
laws or regulations.
8.2, Early Termination by Lessee: The Lessee may terminate this Lease Agreement before the expiration orthe
agreed -upon lease terill Under the following conditions:
a. Termination Notice: The Lessee shall provide a written termination notice to the Lessor at least 90 days in
advance of each calendar renewal year.
b, Deleted.
c Termination for Cause: 'FlieLessee reserves the right ht to terminate this Lease Agreement for cause in the
following circumstances:
i. Lessor's Breach: If the Lessor fails to fulfill its obligations as outlined in this Lease Agreement, and
such breach remains Unren-iedied for a period of 60 days after receiving written notice from the Lessee
specifying the breach.
ii, Equipment Defects: if the equipment provided by the Lessor becomes defective or inoperable despite
the Lessee's reasonable efforts to maintain it, and the Lessor fails to replace Nvith same or similar equipment
ofequivalent value, or repair the equipment within a reasonable time.
83, Return of Equipment; Upon termination, the Lessee shall promptly return the equipment to the Lessor's
designated location in good condition, ordinary wear and tear excepted.
Page 145 o-f-1356
- lit - oblii�ali011 under this Lease Agreement
8,zL NO Further Liability: 'file Lessee shall have no further ability or
after the effective date of termination, except for any allIOLHAS owed to the Lessor tip to the termination date.
8.5 Survival of Certain Provisions: The termination of this Lease Agreement shall not affect any rights Or
obligations that, by their nature, should survive termination, including but not limited to the provisions relating; to
indemnification, governing law, and jurisdiction.
9. MAINTFNANCE, STORAGE AND REPAIR
During the lease term, the Lessor shall be responsible For the regular maintenance and care of tile leased
equipment. This includes but is not limited to out -of -season storage, cleaning, and any necessary servicing as
C,
recommended by the equipment's manufacturer.
10. PAYMENTS
A 30% deposit will be required before installation. 50% of payment will be invoiced after installation, filial
20% payment due upon completion of tear down. Any product purchases will be invoiced when a Product is
shipped from vendor( if being seat to the Lessee) or produced and put in inventory (if the Lessor will hold the
purchased products), regardless of delivery location. Balances over 30 days will incur a 1 .5% finance charge per
month. Sales Tax and County Tax will be applied on Filial invoice unless aTax-Exempt Certificate is provided
beforehand.
11. INDEMNIFICATION
Indemnification by the Lessee: The Lessee agrees to indemnity, defend, and hold harmless the Lessor, its
officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs,
and expenses (including reasonable attorneys fees) arising out ofor in connection with the Lessee's use, Possession,
maintenance, or operation ofthe leased equipment during the lease term.
The Lessor agrees to indemnify, defend, and ]told harmless the Lessee of Ocoee, its officers, directors,
employees. and agents from and against any and all claints, , liabilities, damages, losses, costs, and expenses
fr
(including reasonable attorney's fees) arising out of or in connection with the Lessor's actions, performance, or
failure to perform under this a_,.,Mcj'ncnt., including but not limited to any defects in the leased equiplilent or `,et"Vicel,
provided.
12. LIMTATION OF LIABILITY
In the event that Lessee has any claim against Lessor arising Out Of, Or Nlatilh,)' to, goods and/or services
delivered by Lessor to Lessee, or the non -delivery of goods and/or set -vices otherwise, Lessor' exclusive and sole 6/3
Page 146 of,3,516
liability shall be limited, as Lessor's option, to either the replacement of the goods and/or services at the original
point of delivery or the return of the sales price of tire goods and/or services with respect to which the claill, is
made or any other remedy allowed by this Lease or at law including. without limitation, termination of This
Agreement. Under no circumstances shall Lessor, its parent, subsidiaries and affiliates be liable for any incidental,
indirect, special, punitive Or consequential damages (including anticipated profits or revenues). In no event shall
Lessor' aggregate liability arising out of or related to this Lease, whether arising out of or related to breach
of contract, tort (including a al
', negligence) or otherwise, exceed the aggregate amount paid or le P y, ) to Lessor
pursuant to the applicable Proposal out of which the claim arose.
The Lessor shall, at its own expense. obtain and maintain dUring, the Wrin of this agreement, insurance coverage that
meets or exceeds the Lessee's standard insurance covet -age amounts. This coverage shall include, but is not limited
to, general liability insurance., automobile liability insurance, and workers' compensation irISUrance, The Lessee of
Ocoee shall be named as ail additional insured under the general liability policy. Lessor shall provide the Lessee
with a certificate of insurance evidencing the required covet -age before the commencement of any work or delivery
of leased equipment Under this Lease.
13. ASSIGNMENT
Lessee shall not assign any of its rights or delegate any of its obligations Under this Lease without the prior written
consent of Lessor. Any purported assignment or delegation in violation of this Section is null and void. No assignment
or delegation relieves Lessee of any of its obligations under this Lease. lit the event Lessor assigns this Lease, Lessee
reserves the right to terminate this Lease in writing,
14. SEVERABILATY
If any term or provision of this Lease is invalid, illegal or unenforceable in any jurisdiction, SLIC.11 invalidity,
illegality or u nenforceabi lit), shall not affect any other term or provision of this Lease or invalidate or render
unenforceable such term or provision in any other jurisdiction.
15. AMMENDMENTAND MODIFICATION
This Lease may only be amended or modified in a writing, which specifically states that it amends this Lease
and is signed by an authorized representative of each party.
p
P4)
e 147 of 356
RILEIGH'S OUTDOOR, LLC.
dba Clarks OUtdoor Decor, dba Holiday Outdoor D6cor, dba Christmas Designers Florida
CIN-r
Title
--PI-3 �z
um-
ATTEST:
Melanie SibbittL, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA
APPROVED AS TO FORM AND LEGALITY
this
day of ,
__q, Lj� 2024
a
11
mvvKwv a
CITY OF OCOEE, FLORIDA
RUStVj0111 on, ,or
DATE:
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
2024
UNDER AGENDA ITEM NO.-11�t—,
Page 148 of 356
Company Address PO Box 4365
Bethlehem, Pennsylvania 18018
United States
Prepared By
Shannon Magee
Email
-,niag(4ci@fioli(layot,jtdoor(It,,coi,cotii
Bill To Name
Stephanie I hornas
Bill To
City of OCOEE
301 Moguire Road
Oco6e, Florida 34761
United Stites
Quote To
United States
NTH Referral
Created Date
1012W2024
Expiration Date
12/31/2024
Quote Number
00017404
Bill to Phone
(407) 905-3 170
Email
Ship To Name
Stephanie, Thomas,
Ship To
C fly of OCOEE
301 Magnirp, Road
Ocoee, Florida 34761
United States
Ship To Phone
407-905-3170
Asia Snowflake Pole
1 THESE ARE TO BE PLACED
Asia
Mount, Blue 4.9 X 1.9
ON MAGUIRE ROAD - 2 PER
1 $327,50 52�001 $17,030�00
LSE-PM-SLB-DSAS59-8 Snowflake
i
includes Backbone (with I
POLE MOUNTS PER POLE
i
Pole Mount
faceplate, 3 silver bands}
ONE ON EITHER SIDE
ITHESE ARE TO BE PLACED
Grand Mia Snowflake,
ON sil-VER STAR ROAD,
.3
Grand Mial
P0401 mount, Blue & Cool
WORST RD, CLARK RD, AD
$ 987.50 162M $159,075,00
LSE-PM-SL1B-DSGM78-1CW
Snowflake
White &5 'k 6.5 iricludes,
M MS RD, TAYLOR ST,
Backbone (with I
FRANKLIN ST AND OCOEE
1 faceplate, 3 silver ban( is)
APOPKA Rid
Whimsical Z-Tree.
-T Me 4 1)2
Z'
x lith 52
! Measures 5'xT. ',A
INSTALL ON 22 NEW POLES
1 $200.00 iff.00 $7,600.00
LSE -PM-SLB--'7'F8,1 '5 Ins LED 1
C-9 Lamps. Weighs 35lbs.
ON BLUFORD AVE
P121
1 LED
Poinsettia
Wills Stern 31 Poinsettia With Stern 3,5,x
112 x 5-1/2 26
INSTAL L SMALL POLES
$20UW 6,00, $1,200.00
LSE-PM-SLB-PWS66
6,5 26 lbs. 59 C-7
I
Account Terms DUE UPON RECEIPT
QUOTE ACCEPTANCE INFORMATION
Sig nature
0 Contract Price is per year
& Annual Lease, Installation, Retrieval, ane Storage
® We do ilat (to any electrical work, other than plugging Into
existing outlets. This also includes resetting GFCI breakers
that pop due to niolsture, rain or sprinklers
* Custom Iferns are NOT returnable
a 4% Credit Car(] payments fee
0 After Account Terms (in(, dnte� a monthly interest charge of
1.5r', will ho added or! JX)St out' accouats (18% APR)
0 Applicable Sales I'ax will be added to Final Invoice
Page 149 of 356-- -
QUOTE
Aom,,Iml cfattso"Ship in rVety Space
lbs.---LED L,9ml)s----LED Mcl<iEY ST
P232 LED
Single Single Poinsettia P110
Poinsettia 5 x 1 Mount. Measures 5'x5.5',
I I INSTALL SMALL POLES
L.SE-PM-SLED-SPA66 fi 112 23 tbs. I With 49 C-9 Larrips and 1 $20000 5,00 j $1,000.00
I ----LED Garland Accents. Weighs MCKEY ST
P230LED 23lbs. LED
Subtotal $186,805.00
Total Price $110,805,00
Grand Total $ i 86,805 100
LeaseTerms, and 6onditions
Holiday Outdoor Decor shall comply with the specifications above. All work shelf be completed in as protessional manner according to standard
industry practices. Modifications to the above specifications may Incur additional costs and will require an oxeruted change order. Holiday
Outdoor Decor shall not be responsible for any failure or delay caused by any reason beyond its control. Owner shall have, sole responsibility
to insure itself and its property against damages or injury. HOLIDAY OUTDOOR DECOR SHALL NOT BE LIABLE FOR ANY INDIRECT OR
CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT, NOR SHALL IT BE LIABLE IN ANY WAY WHATSOEVER FOR
DAMAGES UNLESS DIRECTLY CAUSED BY HOLIDAY OUTDOOR DECOR NEGLIGENCE OR MISCONDUCT. IN NO EVENT WILL
HOLIDAY OUTDOOR DECOR BE LIABLE UNDER THIS AGREEMENT FOR ANY AMOUNT WHICH EXCEEDS THE VALUE OF THIS
PROPOSAL,
For our complete Terms and Conditions, please click here or visit https: Uh o I to ayo utd o orde cor. cornito rms-conctitionsl
Account Terms DUE UPON RECEIPT
Sir)
Contract Price is per year
Annual [-ease, Installation, Removal, and Storage
We do not do any electrical work, other than plugging into
existing outlets. This also includes resetting GFCI breakers
that pop due to moisture, rain or sprinklers
Custom Iterm; me NOT returnable
4% Credit Card payments fee
After Account Tenns due (late, a monthly interest charge of
1 .5% will be added on past due account,,, (18% APR)
Applicable Scales Tax will be added to Final Invoice
QUOTE ACCEP FANCE INFORMATION
Page 150 of 356