2017-008 AGREEMENT FOR
AUTO BODY REPAIR SERVICES
THIS AGREEMENT,made and entered into this /0 day o ' i iL. J 2017,
A.D., by and between the City of Clermont 685 West Mon a se Street, Cl- -- ont, Florida
(hereinafter referred to as "CITY"), and Ford of Clermont, Inc., 1101 East Highway 50,
Clermont, FL 34712, (hereinafter referred to as "CONTRACTOR").
WHEREAS, the City of Clermont issue RFB 17-014 Auto Body Repair Services;
WHEREAS,CONTRACTOR submitted its response dated December 22,2016 to RFB 17-
014;
WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the
terms and conditions of RFB 17-014 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 17-014 and CONTRACTOR's
December 22, 2016 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 this
Agreement; or e) CONTRACTOR is experiencing a labor dispute, which
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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 five
(5) 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 Consumer Price
Index (CPI).
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 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.
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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)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
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(b) Automobile Liability Coverages, $1,000,000 Each
Bodily Injury&Property Damage Occurrence,
Combined Single Limit
(c) Garagekeepers Coverage $1,000,000
Each Occurrence, Combined Single Limit
(d) Garagekeepers Liability$1,000,000
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 received by the party to whom it is intended.
CONTRACTOR: Ford of Clermont, Inc.
1101 East Highway 50
Clermont, FL 34712
CITY: City of Clermont
Attn: Darren Gray, 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. All documents contained in City of Clermont RFB 17-014 and any amendments
thereto.
3. CONTRACTOR's December 22, 2016 response to RFB 17-014.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this qday of g.h,ukti . 2017.
City of f rmont
Gail L. Ash, Mayor
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lF xpn�ai4.p. I
F, '' F;° Attest:
' td
` .Tracy'ckroyd, City Clerk
3A:M1+/A
PA.r
Ford of Clermont, Inc.
410.
By: ice/
6b .€ CAN. .l Ytteil
(Name Printed or Typed and 1 e)
Attest:
ebV1J,t)
Corporate Secretary
(Name Printed or Typed)
•
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EXHIBIT A
SECTION—C
PRICE SCHEDULE
1. PASSENGER VEHICLES (as defined in the specifications)
D
Parts shall be provided at crash guide list price less , 0 /0 percent.
Labor shall be provide at$ L/a. €° per hour.
2. TRUCKS (as defined in the specifications)
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Parts shall be provided at crash list price less /OYo percent.
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Labor shall be provide at $ 01 per hour.
3. SPECIALTY VEHICLES (as defined in the specifications)
Parts shall be provided at crash guide list price less /0 Y0 percent.
Labor shall be provide at 6 a• per hour.
NOTE: ;In items 1; 2, 3 crash guide list shall be Mitchell's Crash Guide or the applicable
industry standard list used by,the-appraisal firm.
List the number of years in business: )0 yy,
List the number of years performing similar services: 1O yr
List the number of mechanics employed by your company: 10
RFB No:17-014
Page 13 of 30
SECTION —A
RESPONSE PROCEDURES
1. [Generalliabifity with limits of IiabilityL$L0O0,Q_OO tier occurrence for bodily injury
property damage to include Premises/ Operations; Products, Completed
XX Operations and Contractual Liability. Contractual Liability and Contractual
Indemnity (Hold harmless endorsement as written in Section-E, Terms and
Conditions, No. 35).
2. Auto[ri4blte - $1i000.000 each occurrence — owned/non-owned/hired
automobiles included.
3. ,Workers' Compensation and Employer's Liability per the statutory limits of the
Jo( State of Florida ($100,000 each accident and $100,000 each employee with
x$500,000 puticy limit for disease).
4. Excess Liability- $ . 00 per occurrence to follow the primary coverage.
- 5. The City of Clermont must be named as anEMditional insured with regards to
_ _ t General Liability policies; and it must be stated on the certificate.
6. Other insurance as indicated:
Builders Risk completed value $ .00
Liquor Liability $ .00
1X Garagekeepers Coverage , $1;000,000.00
X _ Garagekeepers Liability $t QU0,00ff.00
_ Fire Legal Liability $ .00
Protection and Indemnity $ .00
Employee dishonesty Bond $ .00
_ Professional Liability $ .00
_ Other $ .00
LXX 7. Thirty(30)days written cancellation notice required.
8. Best's guide rating B+:VI or better, latest edition or as otherwise acceptable to
the City.
(XX ' 9. The certificate must state the solicitation number and title.
13 —CONTRACT PERIOD
This contract shall commence on the first calendar day of the month succeeding approval
of the contract by City Council or designee, unless otherwise stipulated in the Notice of
Award Letter distributed by the City's Purchasing Department; and shall be contingent
upon the completion and submittal of all required pre-award documents. The initial
contract term shall remain in effect for twelve (12) months, and then the contract will
remain in effect until completion of the expressed and/or implied warranty period. The
RFB No: 17-014
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