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2011-69 AGREEMENT FOR TRANSMISSION REPAIR SERVICES THIS AGREEMENT, made and entered into this 2S lH day of CDG1'dgep, 2011, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "CITY "), and A.O.K. TIRE MART II, INC. 200 W. Main Street, Apopka, FL 32703, (hereinafter referred to as "CONTRACTOR "). WHEREAS, the City of Orlando issued IFB 11- 0003 -1 for transmission repair and replacement services; WHEREAS, based on CONTRACTOR's response to IFB 11- 0003 -1, the City of Orlando entered into agreement dated December 14, 2010 with CONTRACTOR; WHEREAS, CITY desires to utilize the CONTRACTOR's contract with the City of Orlando 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 City of Orlando IFB 11- 0003 -1; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The CONTRACTOR shall furnish transmission repair services as described in City of Orlando IFB 11- 0003 -1, Transmission Repairs and Replacement, which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in the specifications, which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. To the extent of a conflict between this Agreement and Exhibit "A ", the terms and conditions of this Agreement shall prevail and govern. Furthermore, any reference to the City of Orlando's Purchasing procedures, policies, resolutions or ordinances, shall not be applicable to this Agreement in any manner. The CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II - 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 'B', attached hereto and incorporated herein. ARTICLE III — TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties, and 1 shall remain in effect until November 30, 2013, unless terminated or renewed as provided for herein. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) 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 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. 3. Upon mutual agreement of the parties, this Agreement may be renewed for two (2) additional one (1) year terms. ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all items in the timeframe as set forth in the applicable purchase order or notice to proceed. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth in the General Conditions, CONTRACTOR 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 CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for services provided and accepted by the CITY. ARTICLE VI — 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 CONTRACTOR 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 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. 2 ARTICLE VII — INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance - The CONTRACTOR shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his 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 latter's 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. 2. CONTRACTOR's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive 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 minimum limits as follows: (a) CONTRACTOR's Comprehensive General, $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 Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. SubCONTRACTOR's Public Liability and Property Damage Insurance - The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 4. Indemnification Rider (a) To cover to the fullest extent permitted by law, the CONTRACTOR 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, 3 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 it is 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. (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. 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 courser 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: A.O.K. Tire Mart II, Inc. 200 W. Main Street Apopka, FL 32703 CITY: City of Clermont Attn: Wayne Saunders, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX — MISCELLANEOUS 4 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. 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. 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. 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. 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. 6. Assignment. 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. 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. 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. Records. CONTRACTOR expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Florida's Public Records Law. CONTRACTOR expressly agrees that it will comply with all requirements related to said law and that it will hold CITY harmless, including attorney fees and litigation costs, for any such disclosure related to Florida's Public Records Law. ARTICLE X - AGREEMENT DOCUMENTS 5 The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order/Notice to Proceed 3. All documents contained in City of Orlando IFB 11- 0003 -1. IN WITNESS WIREOF, the parties hereto have executed this Agreement on this a ` day of Ufobe r , 2011. City of Clermont da arold S. Turville, Jr., Mayor Attest: / / Tracy Ada , City Clerk / art II, Inc. By: Donald G. Williams IYI19c.r1 Title Attest: Corporate Secretary 8,04•K-i4. 4 - �e� D,54 /✓1faiPe (Name Printed or Typed) 6 EXHIBIT A ' Mr OF ORLANDO December 7, 2010 A.O.K. Tire Mart II, Inc 200 W. Main St. Apopka, FL 32703 Subject: Term Contract No. IFB11- 0003 -1, Transmission Repair and Replacement The subject contract is the City of Orlando's acceptance of your offer in response to IFB11 -0003- 1, Transmission Repair and Replacement, and is subject to all terms and conditions therein, as well as any and all addenda to that solicitation. This contract is a three -year contract, effective December 1, 2010, and will remain in effect through November 30, 2013. The estimated annual amount for this period is $43,463.00 and will not exceed $130,389.00 for the three -year period. This contract may be renewed upon mutual agreement as provided in the solicitation. Any amendments to this contract must be in writing and signed by both parties. Such amendment(s) must be signed by the Director of Purchasing and Materials Management, or designee, to be valid, binding, and enforceable. All invoices must reference the subject Contract Number. Invoices must be submitted to the address below: Accounts Payable City of Orlando 4 Floor, City Hall PO Box 4990 Orlando, FL 32802 -4990 Please remember that only those goods /services specifically listed in this contract can be invoiced against this contract, and the description and unit prices on each invoice must match the description and unit pricing in the subject contract. Invoices not meeting these requirements are considered Improper Invoices and will be returned. Sincerely, Lee Donate Purchasing Agent cc: Roger Cooper, C.P.M., Procurement Manager Accounts Payable File PURCHASING AND MATERIALS MANAGEMENT DIVISION CITY HALL • 400 SOUTH ORANGE AVENUE • PO Box 4990 • ORLANDO, FLORIDA 32802 -4990 PHONE 407 246 -2291 • FAx 246 -2869 • http. / /www cltyoforlando.net Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD AUTOMATIC TRANSMISSION REPAIR AND REPLACEMENT THIS AGREEMENT ( "Agreement "), effective as of the ) v /i day of Oe_eenn €., 2010, is made by and between the City of Orlando, a municipal corporation existing under the laws of the State of Florida, hereinafter referred to as the "City" and A.O.K. Tire Mart II, Inc., hereinafter referred to as the "Contractor ". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: I. SCOPE The Contractor is a Primary contractor for all items. The Contractor is to perform the Work as defined in the Invitation to Bid and amendments, if any, the Invitation to Bid and any amendments thereto being attached hereto as Exhibit "A ", incorporated by reference herein and made a part hereof as fully as if herein set forth. Unless otherwise specified herein, the Contractor is to furnish all materials, tools, equipment, manpower, and consumables to complete the Work. II. TERM OF AGREEMENT The period of this Agreement shall be for thirty-six (36) months, beginning on December 1, 2010, and ending on November 30, 2013. This Agreement may, by mutual written assent of the parties, be extended for two (2) additional twelve (12) month periods or portions thereof, up to a cumulative total of sixty (60) months. III. COMPENSATION The Contractor agrees to provide the services, equipment and materials as specified in its bid to the City at the cost specified in said bid and amendments, if any, the bid and any amendments thereto being attached hereto as Exhibit "B ", incorporated by reference herein and made a part hereof as fully as if herein set forth. The amount as specified in Exhibit "B ", may be increased or decreased by the City under the Extra Work provision of this Agreement, through the issuance of an Addendum, if applicable. Any prices specified in this Agreement or Addendum thereto, will remain firm for the term of this Agreement or Addendum. Purchasing and Materials Management Division (SAACS) Page: 1 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD IV. PAYMENT All invoices received by the City are payable within thirty (30) days from receipt, provided they have first been approved by the using department, and such department has accepted the Work. The City reserves the right, with justification, to partially pay any invoice submitted by the Contractor when requested to do so by the using department. All invoices shall be directed to the Accounts Payable Section, City of Orlando, P.O. Box 4990, Orlando, Florida, 32802 -4990. NOTE: ALL INVOICES MUST CLEARLY INDICATE THE CITY AGREEMENT NUMBER AS STATED HEREIN. V. FISCAL YEAR FUNDING APPROPRIATION A. Specified Period Unless otherwise provided by law, a contract for supplies or services may be entered into for any period of time deemed to be in the best interest of the City, provided the term of the contract and conditions of renewal or extension, if any, are included in the solicitation and funds are available for the first fiscal period at the time of contract. Payment and performance obligations for succeeding fiscal periods shall be subject to appropriation by City Council of funds therefor. B. Cancellation Due to Unavailability of Funds in Succeeding Fiscal Periods When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the contract shall be canceled and the contractor shall be entitled to reimbursement for the reasonable value of any nonrecurring cost incurred but not advertised in the price of the supplies or services delivered under the contract or otherwise recoverable. VI. GENERAL CONDITIONS A. Patents and Copyrights The Contractor shall pay all royalties and assume all costs arising from the use of any invention, design, process, materials, equipment, product or device in performance of the Work, which is the subject of patent rights or copyrights. Purchasing and Materials Management Division (SAACS) Page: 2 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD Contractor shall, at its own expense, hold harmless and defend the City against any claim, suit or proceeding brought against the City which is based upon a claim, whether rightful or otherwise, that the Work, or any part thereof, furnished under this Agreement, constitutes an infringement of any patent or copyright of the United States. The Contractor shall pay all damages and costs awarded against the City. B. Termination for Default 1. The performance of Work under this Agreement may be terminated by the Director of Purchasing, in whole or in part, in writing, whenever the Director of Purchasing shall determine that the Contractor has failed to meet the performance requirements of this Agreement. 2. The Director of Purchasing has a right to terminate for default if the Contractor fails to make delivery of the supplies or perform the Work, or if the Contractor fails to perform the Work within the time specified in the Agreement, or if the Contractor fails to perform any other provisions of the Agreement. 3. Failure of a Contractor to deliver or perform the required Work within the time specified, or within a reasonable time as determined by the Director of Purchasing or failure to make replacements of rejected articles or Work when so requested, immediately or as directed by the Director of Purchasing, shall constitute authority for the Director of Purchasing to purchase in the open market articles or Work of comparable grade to replace the articles or Work rejected, not delivered, nor completed. On all such purchases, the Contractor or his surety, shall reimburse the City, within a reasonable time specified by the Director of Purchasing, for any expense incurred in excess of the Agreement prices. 4. Such purchases shall be deducted from Agreement quantities. Should public necessity demand it, the City reserves the right to utilize services or use and /or consume articles delivered which are substandard in quality, subject to an adjustment in price to be determined by the Director of Purchasing. The Contractor shall not be liable for any excess costs if acceptable evidence has been submitted to the Director of Purchasing that failure to perform the Work was due to causes beyond the control and without the fault or negligence of the Contractor. Purchasing and Materials Management Division (SAACS) Page: 3 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD C. Termination for Convenience The Director of Purchasing may terminate the Agreement for convenience with advance written notice to the Contractor. In the event of such a termination by the, City, the City shall be liable for the payment of all Work properly performed prior to the effective date of termination and for all portions of materials, supplies, services, and facility orders which cannot be cancelled and were placed prior to the effective date of termination and other reasonable costs associated with the termination. D. Warranty The Contractor warrants that the Work including equipment and materials provided shall conform to professional standards of care and practice in effect at the time the Work is performed, be of the highest quality, and be free from all faults, defects or errors. Whenever required by the specifications of the Invitation to Bid, the Contractor warrants that all equipment and materials provided shall be new. If the Contractor is notified in writing of a fault, deficiency or error in the Work provided within one (1) year from completion of the Work, the Contractor City's shall, at the Ci s o tion either re perform tY option, p such portions of the Work to correct such fault, defect or error, at no additional cost to the City, or refund to the City, the charge paid by the City, which is attributable to such portions of the faulty, defective or erroneous Work, including the costs for reperformance of the work provided by other Contractors. E. Time of Completion The parties understand and agree that time is of the essence in the performance of this Agreement. The Contractor or City, respectively, shall not be liable for any loss or damage, resulting from any delay or failure to perform its contractual obligations within the time specified, due to acts of God, actions or regulations by any governmental entity or representative, strikes or other labor trouble, fire, embargoes, or other transportation delays, damage to or destruction in whole or in part, of equipment or manufacturing plant, lack of or ability to obtain raw materials, labor, fuel or supplies for any reason including default of suppliers, or any other causes, contingencies or circumstances not subject to the Contractor's or City's control, respectively, whether of a similar or dissimilar nature, which prevent or hinder the performance of the Contractor's or City's contractual obligations, respectively. Purchasing and Materials Management Division (SAACS) Page: 4 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ I.D Any such causes of delay, even though existing on the date of the Agreement or on the date of the start of Work, shall extend the time of the Contractor's or City's performance respectively, by the length of the delays occasioned thereby, including delays reasonably incident to the resumption of normal Work schedules. However, under such circumstances as described herein, the City Director of Purchasing may at his discretion, cancel this Agreement for the convenience of the City. F. Indemnification and Insurance: 1. Indemnity The Contractor hereby agrees to indemnify and hold harmless the City, its officers, agents, and employees, from and against any and all liability, claims, damages, demands, expenses, fees, fines, penalties, suits, proceedings, actions, and cost of actions, including attorneys' fees for trial and on appeal, and for the preparation of same arising out of the Contractor's, its officers', agents', and employees' acts, or omissions associated with this Agreement. 2. Insurance The Contractor, at its own expense, shall keep in force and at all times maintain during the term of this Agreement: (a.) Commercial General Liability Insurance: Commercial General Liability Insurance, issued by responsible insurance companies and in a form acceptable to the City, protecting and insuring against all the foregoing with coverage limits of not less than Five - Hundred Thousand Dollars ($500,000) per occurrence for Bodily Injury and Property Damage. (b.) Automobile Liability Insurance: Automobile Liability coverage shall be in the minimum amount of Three- Hundred Thousand Dollars ($300,000) per occurrence combined single limits for Bodily Injury and Property Damage. (c.) Workers' Compensation Coverage: Full and complete Workers' Compensation Coverage, as required by State of Florida law, shall be provided. Purchasing and Materials Management Division (SAACS) Page: 5 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD (d.) Insurance Certificates: The Contractor shall provide the City with Certificate(s) of Insurance on all the policies of insurance and renewals thereof in a form(s) acceptable to the City. Said Commercial General Liability policy shall provide that the City be an additional insured. The City shall be notified in writing of any reduction, cancellation or substantial change of policy or policies at least thirty (30) days prior to the effective date of said action. All insurance policies shall be issued by responsible companies who are acceptable to the City and licensed and authorized to do business under the laws of the State of Florida. G. Acceptance The City will be deemed to have accepted the Work after the Director of Purchasing is notified by the using Department of its satisfaction that the Work is completed. The Work under this Agreement shall remain the property of the Contractor until the City accepts it. In the event the Work furnished under this Agreement is found to be defective or does not conform to the specifications, the City reserves the right to cancel the Agreement upon written notice to the Contractor. H. Correction of Work The Contractor shall promptly correct all Work rejected by the City as faulty, defective, or failing to conform to this Agreement whether observed before or after substantial completion of the Work, and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. I. Right to Audit Records The City shall be entitled to audit the books and records of the Contractor or any sub - contractor to the extent that such books and records relate to the performance of this Agreement or any sub - contract to this Agreement. Such books and records shall be maintained by the Contractor for a period of three (3) years from the date of final payment under this Agreement and by the sub - contractor for a period of three (3) years from the date of final payment under the sub - contract unless a shorter period is otherwise authorized in writing. Purchasing and Materials Management Division (SAACS) Page: 6 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD J. Time is of the Essence The parties agree that time is of the essence in the completion of the Work called for under this Agreement. The Contractor agrees that all Work shall be executed regularly, diligently, and uninterrupted at such a rate of progress as will ensure full completion thereof within the time specified. K. Information All information, data, designs, plans, drawings, and specifications furnished to or developed for the City by the Contractor or its employees, pursuant to this Agreement, shall be the sole property of the City and all rights therein are reserved by the City, except that the Contractor may disclose any such information to its corporate affiliates and their agents. L. Safety Measures The Contractor shall take all necessary precautions for the safety of the City's and Contractor's employees and the general public and shall erect and properly maintain at all times all necessary vehicular and facility safeguards for the protection of the Workmen and public. If necessary, the Contractor shall post signs warning against hazards in and around the Work site. M. Extra Work The City, without invalidating this Agreement, may order changes in the Work within the general scope of this Agreement consisting of additions, deletions, or other revisions, the Agreement price and time being adjusted accordingly. All such changes in the Work shall be authorized by a written Addendum to this Agreement, and shall be executed under the 'applicable conditions of the Agreement. If the Contractor plans to make a claim for an increase in the Agreement price or an extension in the Agreement Schedule/ Term, he shall first give the City written notice within ten (10) calendar days after the occurrence of the event giving rise to such a claim. This written notice shall be given by the Contractor to the City, and a written approval secured from the using Department and the Director of Purchasing, before proceeding to execute the Work, except in an emergency endangering life or property, in which case the Contractor shall immediately proceed. No claim for extra work will be considered valid by the City unless first submitted in writing. Purchasing and Materials Management Division (SAACS) Page: 7 1 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD N. Familiaritv With The Work The Contractor by executing this Agreement, acknowledges full understanding of the extent and character of the Work required and the conditions surrounding the performance thereof. The City will not be responsible for any alleged misunderstanding of the Work to be furnished or completed, or any misunderstanding of conditions surrounding the performance thereof. It is understood that the execution of this Agreement by the Contractor serves as his stated commitment to fulfill all the conditions referred to in this Agreement. O. Title and Risk of Loss The title and risk of loss to the Work shall pass from the Contractor to the City upon the City's final acceptance of the Work. VII. MISCELLANEOUS PROVISIONS A. The Contractor shall not employ subcontractors without the advance written permission of the Director of Purchasing. B. Assignment of this Agreement shall not be made without the advance written consent of the Director of Purchasing. C. The Contractor shall comply with all applicable federal, state and local laws, ordinances, rules and regulations pertaining to the performance of Work under this Agreement. D. No waiver, alterations, consent or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the Director of Purchasing or his designee. E. The Contractor is to procure all permits, licenses, and certificates, or any such approvals of plans or specifications as may be required by federal, state and local laws, ordinances, rules, and regulations, for the proper execution and completion of the Work under this Agreement. F. The Contractor shall at all times, keep the Work area free from accumulation of waste materials or rubbish caused by his operations, and promptly remove any such materials to an approved disposal location. G. All disputes between the parties shall be resolved in accordance with the City Purchasing Code, (Chapter 7 of the City Code). H. The Contractor is responsible for all damage or loss by fire, theft or otherwise, to materials, tools, equipment, and consumables, left on City property by the Contractor. Purchasing and Materials Management Division (SAACS) Page: 8 Automatic Transmission Repair and Replacement IFB11- 0003 -1/ LD I. This Agreement is considered a non - exclusive Agreement between the parties. J. This Agreement is deemed to be under and shall be governed by, and construed according to, the laws of the State of Florida. K. Any litigation arising out of this Agreement shall be had in the Courts of Orange County, Florida. L. The undersigned hereby certifies that this Agreement is made without prior understanding, agreement or connection with any corporation, firm or person who submitted bids for the Work covered by this Agreement and is in all respects fair and without collusion or fraud. As to Contractor, the undersigned hereby warrants and certifies that they are is authorized to enter into this Agreement and to execute same on behalf of the Contractor as the act of the said Contractor. M. This Agreement, including any Exhibits hereto, contains all the terms and conditions agreed upon by the parties. No other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either party hereto. N. The City's Director of Purchasing or his written designee shall have authority to act on behalf of the City in matters related to this Agreement, including but not limited to the sending and receiving of any notices required hereunder. ***************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Purchasing and Materials Management Division (SAACS) Page: 9 • Automatic Transmission Repair and Replacement IFBI 1- 0003 -1/ LI) IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the date first written above. PURCHASING AND MATERIALS APPROVED AS TO FORM AND LEGALITY MANAGEMENT DIVISION for the use and reliance of the CITY OF ORLANDO, FLORIDA l City of Orlando, Florida, only. By: (67.-,5e926 J C0'6 Director of Purchasing Date: 7 201 g �C -��.� ti 2010 RHONDA SCOTT, C.P.M., CPPO, FCCN Name, Typed or Printed j CITY ATTORNEY / Date: , c2 2ML- 1 -4 1 'y , 2010 ORLANDO, FLORIDA * ** iii***** * * 1 ************************* ** * * ** * * * ** * * * * * ** *** * * * ** * * *** *may * * * * * * * ** • 9) „.---- By: By: ( ‘, 1! Signature 196w41.. n G. /A"i '- S CORPORATE SEAL Name & Title, Typed or Printed A d. K. 77■2e M41e7 ?l, /Ate Name of Company, Corp., etc. d 2 pv W P.' IA Sr Mailing Address ,4poPKA, FZ- 37-103 City, State and Zi ita7 19 'o'1 Area Code/Telephone Number STATE OF VR /PA COUNTY OF 02A Iv G C The foregoing instrument was acknowledged before me this 3o day of Novemer 2010, by Poem LP G. W /cc/Ap.s, as the Vice P,ees.DeNr , on behalf of A. 0.14 7 ,ew MA R i .yr /Ai C He /she (is ersonal ly known to me,br (has) produced (type of identification) WITNESS my hand and official seal this 30 day of NvVeMlJFJ? 2010. (SEAL) KENNETH DISALVATORE Signature of Person Taking Acknowledgment MY COMMISSION ® DD831747 „ ” EXPIRES: November 07, 2012 `' /�e/✓NETH �1 SALVg rag E la0o f nn Y FL Now/ Discount Mao. Co Typed, Printed or Stamped Name of Person Taking Acknowledgment My Commission Expires: Nov. '7 .10 /2 Purchasing and Materials Management Division (SAACS) Page: 10 EXHIBIT B Automatic Transmission Repair and Replacement IFB11 -0003/ LD Bidder's Name: 4 "4 7i,¢e- AV). BID PRICE FORM You are invited to Bid on the following: Automatic Transmission Repair and Replacement Item Unit No. Quantity Unit Description Price Total The bid amounts specified herein are for fixed price work, which shall include all prices for parts, equipment, labor, transportation and material required to perform the work specified in this invitation to bid. PART ONE (1) REBUILD TRANSMISSION Complete rebuild of the following transmissions in accordance with the attached specifications. FORD 1. 1 EA TRANSMISSION AX4N $ evo $ ilech7 2. 10 EA TRANSMISSION 4R70W $ /45 $ / /boo 3. 1 EA TRANSMISSION 4R100 $ /Coo $ /coo 4. 1 EA TRANSMISSION 5R110W $ /Soo $ /5'c) 5. 2 EA TRANSMISSION 5R55E $ /p vo $ .Zoov GENERAL MOTORS 6. 1 EA TRANSMISSION 4L60E $ /'Oo $ too 7. 6 EA TRANSMISSION 4T60E $ / /,tea $ 6 9Qo 8. 3 EA TRANSMISSION 4T65E $ //3'0 $ CHRYSLER / DODGE MOTORS 9. 1 EA TRANSMISSION 42LE $ 600 $ Coo 10. 1 EA TRANSMISSION A518 $ (00 $ 600 11. 1 EA TRANSMISSION A604 $ 5 $ 57o0 Sub -total (this page) $ � /5o ., 4 Bidder Initials X.4 Purchasing and Materials Management Division Page: 15 Automatic Transmission Repair and Replacement II?B11 -0003/ LD Bidder's Name: /90/‘ 77.2 BID PRICE FORM You are invited to Bid on the following: Automatic Transmission Repair and Replacement Item Unit No. Quantity Unit Description Price Total PART TWO (2) TORQUE CONVERTER REPLACEMENT Torque converter replacement in accordance with attached specifications. FORD 12. 1 EA TORQUE CONVERTER F63 INTERCEPTOR $ /v 2- $ /p 13. 1 EA TORQUE CONVERTER F60 $ 71 $ 78 TORQUE CONVERTER F59 6MBB POWER 14. 1 EA STROKE $ 32a $ 3 .o 15. 1 EA TORQUE CONVERTER F59 L/S H/S GAS $ //7 $ // 7 16. 1 EA TORQUE CONVERTER F59R 6MBB $ /91 $ /91 17. 1 EA TORQUE CONVERTER F57 SDAA $ /1 $ er8 18. 1 EA TORQUE CONVERTER F68E $ 71 $ 78 GENERAL MOTORS - 19. 1 EA TORQUE CONVERTER B2IJSFM $ 11 $ F8 20. 1 EA TORQUE CONVERTER 1329 WOVEN $ 79 $ 79 21. 1 EA TORQUE CONVERTER B29 LATE $ $ 79- 22. 1 EA TORQUE CONVERTER ALLISON DC1000 $ /SS $ /55 CHRYSLER / DODGE MOTORS 23. 1 EA TORQUE CONVERTER 582Y $ 6 9 $ ' 9 24. 1 EA TORQUE CONVERTER 878/787 $ 7E $ 74 25. 1 EA TORQUE CONVERTER 878 $ 7 6 $ 7E Sub -total (this page) $ Bidder Initial; A Purchasing and Materials Management Division Page: 16 Automatic Transmission Repair and Replacement IFB1 t -0003/ LD Bidder's Name: ff ok maize Am/z7-.2t /,N BID PRICE FORM You are invited to Bid on the following: Automatic Transmission Repair and Replacement Item Unit No. Quantity Unit Description Price Total PART THREE (3) RESEAL TRANSMISSIONS Reseal transmissions in accordance with the attached specifications. FORD 26. 1 EA TRANSMISSION AXON $ 32.47 $ 3 27. 1 EA TRANSMISSION 4R70W $ .2j .' $ S o 28. 1 EA TRANSMISSION 4R100 $ ,:5 $ v 29. 1 EA TRANSMISSION 5R1IOW $ Aco $ 5 a 30. 1 EA TRANSMISSION 5R55E $ ,2Sty $ 0 GENERAL MOTORS 31. 1 EA TRANSMISSION 4L60E $ Z50 $ 250 32. 1 EA TRANSMISSION 4T60E $ 3oo $ Joy 33. 1 EA TRANSMISSION 4T65E $ 3 00 $ 300 CHRYSLER / DODGE MOTORS 34. 1 EA TRANSMISSION 42LE $ .2o $ 20 35. 1 EA TRANSMISSION A518 $ 0250 $ 2.5`0 Sub -total (this page) $ z 20 . ao Vendor initialsX Purchasing and Materials Management Division Page: 17 Automatic Transmission Repair and Replacement IFBI 1 -0003/ LD Bidder's Name: Aeg Try me4 A/c BID PRICE FORM You are invited to Bid on the following: Automatic Transmission Repair and Replacement Item Unit No. Quantity Unit Description Price Total PARTS and LABOR 36. $3,500.00 YR PARTS: 100 %+ $ 3"$ Bidder shall also provide costs for parts for minor repair /O % items which are not included in those mentioned in PARTS ONE (1), TWO (2) and THREE (3) above. Parts furnished by the contractor shall be at the Contractor's actual cost plus a percentage markup. Evidence of actual costs shall be required through submittal of actual invoices. The unit price in the next column is 100% plus the mark -up. For example: if mark- up is 10 %, the unit price would be 100% + 10% and the last column would be $3,500.00 x 110% = $3,850.00 LABOR: Additional Work: 37. 100 HRS Hourly rate for labor for any additional work not $ .a. 50 $ .5 delineated above. Total Bid (this page) $ 9/0o. a& Total Bid $ 99, 94j, Ov Vendor Initials A 1. FOB Point Delivered Only 2. Discount Payment Terms (if any): %, if paid within .✓/ days after receipt of invoice. 3. Is your company willing to accept the VISA ePayable solution for payment of all invoices? X Yes No Recheck your quotations prior to submission. Bids may not be changed after being opened. Purchasing and Materials Management Division Page: 18