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Contract 2018-50 AGREEMENT FOR VEHICLE OIL CHANGE AND INSPECTION SERVICES THIS AGREEMENT, is made and entered into this 0,2-e day of J-U I 11 2018, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street,Clermont, Florida, (hereinafter referred to as "CITY"), and TBC RETAIL GROUP, INC. d/b/a TIRE KINGDOM, whose address is: 4280 Professional Center Drive, Palm Beach Gardens, FL 33410, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issue RFB 18-028 Vehicle Oil Change and Inspection Services; WHEREAS, CONTRACTOR submitted its response dated June 14, 2018 to RFB 18-028; WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 18-028 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 automotive oil change and inspection services as described in CITY's RFB 18-028 and CONTRACTOR's June 14, 2018 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 two (2) years 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) 1 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 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 CONTRACTOR is authorized to provide the services hereunder upon the delivery of a vehicle owned by CITY to CONTRACTOR by an authorized employee of CITY. The work shall be completed expeditiously and in accordance with all applicable professional standards. 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 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—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, $500,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $500,000 Each Bodily Injury&Property Damage Occurrence, Combined Single Limit 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. 3 (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 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: TBC Retail Group, Inc. d/b/a Tire Kingdom 4280 Professional Center Drive Palm Beach Gardens, FL 33410 Attn: James Stock, Regional Fleet Manager, Central Florida CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX—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 4 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. Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, 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. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure 5 requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. ARTICLE X—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 18-028 and any amendments thereto. 3. CONTRACTOR's June 14, 2018 response to RFB 18-028. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thisday of J u \ U\ 2018. Ci • C ,•;!> t \4 Darr; ' r ` ty a•ager Attest: r /0 Tracy Ackroyd Howe, City Clerk 6 TBC RETAIL GROUP, INC. d/b/a TIRE KINGDOM 41111.4110 By: II (Si i ature) C1Ceolvtl (Nameitle Printed or Typed) Attest: Corporate Secretary (Name Printed or Typed) 7 EXHIBIT A SECTION—C PRICE SCHEDULE This is an indefinite quantity solicitation with no guarantee services requirements. The City does not guarantee a minimum or maximum dollar amount to be expended on any contract(s) resulting from this solicitation. There Is no estimated quantity as services will be obtained on an as-needed basis only. � II L.N. Description Unit Price tie; t:ac it Oil Change and Inspection Services, as specified for a :�9 I passenger vehicles and light trucks (up to 9,000 lbs. Each yZ GV1NR) requtnng up to five(5)quarts of oil Additive price for each quart of all required to service ,' i 2 the vehicle over tha We (3)quart quantity stated in lIne Quart 1 lii Item I above By signing below the respondent agrees to all terms, commons, ono spectlresttons as stated in this aot}cdatt n, and is acting in an authorised capacity to axecuta this response. The respondent also certifies that it can and will provide and make available at a minimum, the Nems set forth in this solicitation Respondent Informatkot *end tiiUnAt4o Compony Nome tae g C C&Nrn dI '1I^J stta*l Address. 41.4t rt SA+tAL 12i - 'E Ft 3?+ICtI Malang Mares*cit WM.rentt tatlphOne Fa: Email )4‘150k s 1 R (-011 (RM Payment Terms % days,net $ FEIN 4 1 61'3 fr Protesmoral License No — 6ignettue - 't� bate (_-' I 1I if.. Print Nims (7( S J.f%/ i Tette ' 5 1 Dust the respondent=apt 1payment using the Cey's MASTERCARD/ O Yes CI No END OF SECTION —c RFS*, 16420 Page t t of 27 SECTION — B STATEMENT OF WORK This is an indefinite quantity contract with no guarantee services requirements. The City does not guarantee a minimum or maximum dollar amount to be expended on any contract(s) resulting from this solicitation. It is the intent of the City to establish a term contract with multiple vendors for oil change and inspection services in conjunction with the City's needs for motor vehicles with a Gross Vehicle Weight rating up to and including 9,000 pounds. Parts supplied must be of the highest quality that meet or exceed original vehicle manufacturer (OEM) specifications and/or quality for a mixed fleet with diverse ages, operating under diverse conditions. Successful respondent(s) shall have adequate tooling machinery capable of performing preventative maintenance and multipoint inspection on passenger cars and light trucks. The successful respondent(s) must also possess all special hand tools and special equipment recommended by the vehicle and truck manufacturers to effectively and efficiently perform preventative maintenance services. The successful respondent(s) will abide by all OSHA requirements. At least one member of the facility's staff shall be ASE or factory certified. Respondents shall include a copy of the training manual or procedure used to train all employees with the bid along with a copy of the ASE or factory certification(s) of certified personnel. Preventative maintenance services for a gasoline vehicle shall include at a minimum: • Drain and replace crankcase oil meeting American Petroleum Institute (API) oil performance standard ILSAC GF-5 or API SN. Crankcase shall be filled to manufacturers recommended capacity. Oil viscosity must meet vehicle manufacturer's recommendation. • Dispose of or recycle drained oil in accordance with all applicable laws. • Replace oil filter. • Fill tires with air to pressure recommended by the vehicle manufacturer. • Fill windshield washer fluid reservoir. • Check the following fluids: transmission / transaxle, brake, differential, transfer case, coolant, and power steering. • Inspect the following: tires, serpentine belts, engine air filter, windshield wiper blades, and exterior lights. The successful respondent(s) will bill for each overall oil change/ inspection service on an individual basis. The successful respondent(s) shall complete and submit with the billing invoice a fully completed "Preventative Maintenance Checklist" provided in Section J. The invoice and checklist shall be emailed or mailed via USPS mail to the designated City representative as noted in Section A.18 (Method of Payment). RFB No: 18-028 Page 9 of 27 SECTION — B STATEMENT OF WORK Pricing shall be entered as a lump sum price per each performed oil change and inspection services noted above. The City will not purchase any additional services under the resulting contract(s) beyond those specified above. The City will deliver the vehicle to the contractor's shop and either wait for the services to be performed, or leave the vehicle and return later (possibly next day) to pick up the vehicle. There is no estimated quantity or guaranteed volume under this contract. Services will be obtained on an as- needed basis only. In the event service supplied to the City is found to be defective or does not conform to specifications, the City reserves the right to require the contractor to re-perform the service at the contractor's expense. END OF SECTION — B RFB No 18-028 Page 10 of 27 CITY OF CLERMONT VEHICLES PREVENTATIVE MAINTENANCE CHECKLIST This form must be completed when services are rendered and a copy submitted with invoice. Company Name Address: Vehicle No.: Service Date: Mileage: Vehicle Description (year/make/model): Mark YES or NO FLUID CHECK: transmission/transaxle. brake. differential, transfer case. coolant, and power steering. If NO is marked. circle the type of fluid requiring refill or replacement. MIRRORS: INSIDE. RIGHT/LEFT SIDE, CONDITION LIGHTS: INTERIOR/EXTERIOR HORN, BACKUP BEEPER WARNING SYSTEM: SWITCHES, GAUGES. TROUBLE LIGHTS. CONDITION & OPERATION WINDSHIELD:WASHER,WIPERS, SPEED, CONDITION &OPERATION HVAC FIRE EXTINGUISHERS: CHARGED, 1ST AID KIT COMPLETE AM/FM RADIO OPERATION KNOBS, HANDLES, LOCKS TIRE TREAD DEPTH LF RF LRI LRO RRI RRO TIRE PRESSURE LF RF LRI LRO RRI RRO ACCESS DOORS, FUEL PORT&CAP, ENGINE COVERS AND LATCH OPERATION MUD FLAPS BELTS. TENSIONERS, IDLERS BATTER&CHRGING SYSTEM: VOLTS AMPS STEERING&SUSPENSION BRAKES/PARK BRAKE OPERATION FRAME: CHECK FOR GENERAL CONDITION /CRACKS ENGINE/TRANSMISSION MOUNTS: CONDITION AXLES: CONDITION, HARDWARE/MOUNTS, LEAKS BREATHERS, FLUID LEVEL EXHAUST SYSTEM: CONDITION. ROUTING, LEAKS PM STICKER ON WINDSHIELD ADDITIONAL MATERIAL/PARTS USED TO COMPLETE THE SERVICE: I