2012-02 AGREEMENT FOR
AUTOBODY REPAIR SERVICES
THIS AGREEMENT, made and entered into this hAday of Sonuoy `1 2012,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY "), and Rachel's Collision Center, P.O. Box 1237,
Oakland, FL 34760, (hereinafter referred to as "CONTRACTOR ").
WHEREAS, the City of Clermont issue RFB 12 -005 Auto Body Repair Services;
WHEREAS, CONTRACTOR submitted its response dated November 10, 2011 to RFB
12 -005;
WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the
terms and conditions of RFB 12 -005 and 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 auto body and repair services for passenger vehicles,
trucks and- specialty vehicles as described in CITY's RFB 12 -005 and CONTRACTOR's
November 10, 2011 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 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 'A', attached hereto and incorporated
herein.
ARTICLE III — TERM AND TERMINATION
1. This Agreement is to become effective upon execution by both parties, and
shall remain in effect for a period of one (1) year thereafter, 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
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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
four (4) 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).
ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK
CITY shall authorize services to be provided hereunder by issuing a purchase order to
CONTRACTOR. Pnor to the issuance of a purchase order, CITY shall notify
CONTRACTOR and CONTRACTOR shall, at its expense, within twenty -four 24
business hours of such notification pick -up the subject vehicle and take it to
CONTRACTOR's location. Within twenty -four (24) business hours thereafter,
CONTRACTOR shall provide CITY with the cost to provide the services hereunder in
accordance with the pricing set forth in Exhibit "A ". CITY, in the event it desires to
retain CONTRACTOR's services shall issue a purchase order to include a date for
completion of the services. In the event that CITY elects not to have the vehicle repaired
by CONTRACTOR, then" CITY shall] have the vehicle removed, at its expense, from
CONTRACTOR's location, within fort y -eight (48) business hours of CITY "s notification
to CONTRACTOR that it will not be issuing a purchase order to CONTRACTOR. The
CONTRACTOR shall provide all items in the timeframe as set forth in the applicable
purchase order.
ARTICLE V - 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 the vehicle to CITY as set forth in the applicable purchase order. CITY shall
make payment to the CONTRACTOR for all accepted and undisputed services provided,
within thirty (30) calendar days of receipt of the invoice.
ARTICLE VI - LIQUIDATED DAMAGES
1. It is mutually agreed that time is of the essence in regard to this Contract.
Therefore, notwithstanding any other provision contained in the Contract
Documents, should the CONTRACTOR fail to complete the work within the
specified time as set by the purchase order, or any authonzed extension thereof,
CONTRACTOR shall pay to CITY the sum of FIFTY DOLLARS ($50.00) per
calendar day as fixed, agreed and liquidated damages for each calendar day
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elapsing beyond the specified time date; which sum shall represent the damages
sustained by the CITY, and shall be considered not as a penalty, but in liquidation
of damages sustained. CONTRACTOR shall pay the liquidated damages amount
contained herein to CITY within fifteen (15) days of receipt of CITY's written
demand for such payment.
2. For the purposes of this Article, the day of final acceptance of the work shall be
considered a day of delay, and the scheduled day of completion of the work shall
be considered a day schedule for protection.
ARTICLE VII — DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and 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 junsdiction thereof.
ARTICLE VIII — 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)
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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. 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,
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.
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ARTICLE IX - 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 receivedby the party to whom it is intended.
CONTRACTOR: Rachel's Collision Center
P.O. Box 1237
Oakland, FL 34760
CITY: City of Clermont
Attn: Wayne Saunders, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE X — MISCELLANEOUS
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.
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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 XI - AGREEMENT DOCUMENTS
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
3. All documents contained in City of Clermont RFB 12 -005 and any amendments
thereto.
4. CONTRACTOR's November 10, 2011 response to RFB 12 -005.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this /O#. day of itiNt,t0t rt,! , 2012.
City of Clermont
arold S. Turville, Jr., Mayor
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g �ggy 6 fPi� r '�e ,
i Attest: ,?
P I �� � 1
%
, #1/ ; • •Tray Ackroyd, City Clerk
)m, �Nl, ,,
l 51
Rachel's Collision Center
By: \ U
Rache aramdaker
Attest:
Corporate Secretary
(Name Printed or Typed)
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EXHIBIT A
SECTION — C
PRICE SCHEDULE
1. PASSENGER VEHICLES (as defined in the specifications)
Parts shall be provided at crash guide list price Tess Ten (10) percent.
Labor shall be provide at $38.00 per hour.
2. TRUCKS (as defined in the specifications)
Parts shall be provided at crash guide list price Tess Ten (10) percent.
Labor shall be provide at $38.00 per hour.
3. SPECIALTY VEHICLES (as defined in the specifications)
Parts shall be provided at crash guide list price Tess Ten (10) percent.
Labor shall be provide at $38.00 per hour.
RFB No 12 -005
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