Contract 2018-51 AGREEMENT FOR
VEHICLE OIL CHANGE AND INSPECTION SERVICES
THIS AGREEMENT, is made and entered into this ,L 1 p day of J
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 RUSH TRUCK CENTERS OF
FLORIDA, INC., whose address is: 1925 West Princeton Street, Orlando, FL 32804,
(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)
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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.
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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.
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(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: Rush Truck Centers of Florida, Inc.
1925 West Princeton Street
Orlando, FL 32804
Attn: Wade Bosarge, Regional General
Manager
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
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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
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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
this 2Lpday of —5T-1 y ,2018.
City of Cle ►ont
DarrY�. k t' an._er
Attest:
a /®
Tracy Ackroyd Howe, City Clerk
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RUSH TRUCK CENTERS OF FLORIDA, INC.
BY: vir
41 4(1'(4
(Signature)
/1
VVAD2_,89S AA-6c . z tor.IAti & (&CA , r L,-4Gefe-
(Name&Title Printed or Typed)
Attest:
SCc A Wachc4 (C- SOI U i- 0rJ
Corporate Secretary
(Name Printed or Typed)
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RUSH TRUCK CENTERS OF FLORIDA, INC.
Written Consent of Sole Director
In Lieu of Special Meeting
Pursuant to Section 141 of the General Corporation Law of the State of
Delaware, the undersigned, being the sole director of Rush Truck Centers of Florida, Inc.,
a Delaware corporation (the "Company"), in lieu of a special meeting,the notice and call
of which are hereby expressly waived, does hereby consent to the adoption of the
following resolution:
RESOLVED, that Wade Bosarge, as Regional General Manager, is
hereby authorized to execute on behalf of the Company any and all
documents required in connection with quotes, requests for bids,
quotations and proposals, and all contracts and related documents
contemplated thereby, until he is no longer employed by the Company.
Dated effective January 1, 2014.
•
W. M. "Rusty" Rush
BEING THE SOLE DIRECTOR
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.
Description Unit Price per Each
Oil Change and Inspection Services, as specified for
1 passenger vehicles and light trucks (up to 9,000 lbs. Each 3 5, 00
GVWR) requiring up to five (5) quarts of oil.
Additive price for each quart of oil required to service c q
2 the vehicle over the five (5) quart quantity stated in line Quart
item 1 above.
By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this
solicitation, and is acting in an authorized capacity to execute this response. The respondent also certifies
that it can and will provide and make available, at a minimum, the items set forth in this solicitation.
Respondent Information and Signature
Company Name(print): R‘A1'\ MAcY-- CeriC.yS Ft Oir"1 dc-
Street Address: Vi a5 Vv LS- P('th1c-r.1i� is uu-r
Mailing Address(if different): 0 C land F L '�a v ()Li
Telephone: 32 I 1 Fax. 3 A — t -
Email: Soso, "P,p.V.19 r�iA ,rh-en- cxtj5,( ient Terms: % days, net 3)
FEIN: Ob - 167 �t I V 5 Professional. License No.: ►I v ' 3 Ci'Act
Signature: Date: (c /// /cOI 2
Print Name: V YAi2 4( j, Title: IOnWAl, �C/AC_. 4fR6t,2
Does the respondent accept payment using the City's MASTERCARD? LTJ Yes ❑ No
END OF SECTION —C
RFB No: 18-028
Page 11 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: