Loading...
2012-08 AGREEMENT FOR AUTOBODY REPAIR SERVICES THIS AGREEMENT, made and entered into this day of j nu:arc.1 20134 A.D., by and between the City of Clermont 685 West ontrose Street, Clermont, Florida (hereinafter referred to as "CITY "), and Ford of Clermont, Inc. 1101 E. Highway 50, Clermont, FL 34711, (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 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 wntten 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 1 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. Prior 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 forty-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 authorized 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 2 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 jurisdiction 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) 3 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. 4 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 received by the party to whom it is intended. CONTRACTOR: Ford of Clermont, Inc. 1101 E. Highway 50 Clermont, FL 34711 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. 5 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 014, day of +, UcL r 20141 City of C rmo Harold S. Turville, Jr., Mayor 6 Attest: / , , 1 Tracy Ackro City Clerk F. _ - rmo .. By: L' Michael Deardoff; General Man . ger Attest: 1 ' 1/4.Q1' A 4 — Corporate Secretary (Name Printed or Typed) 7 EXHIBIT A SECTION — C PRICE SCHEDULE 1. PASSENGER VEHICLES (as defined in the specifications) Parts shall be provided at crash guide list price less Ten (10) percent. Labor shall be. provide at $40.00 per hour. RFB No: 12 -005 Page 14 of 33