Contract 2020-002A#2020-02-A
AGREEMENT FOR
AUTOMOTIVE AND TRUCK BATTERIES
THIS AGREEMENT, is made and entered into this day of c. 0 a L@a r
2020, 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 DISTRIBUTOR OPERATIONS, INC.
D/B/A INTERSTATE BATTERY SYSTEM OF MID FLORIDA COAST whose address
is: 4140 Flex Court, Sanford, FL 32771, (hereinafter referred to as "CONTRACTOR").
WHEREAS, the City of Clermont issue RFB 20-008 Automotive and Truck Batteries Re -
Bid;
WHEREAS, CONTRACTOR submitted its response dated November 21, 2019 to RFB
20-008;
WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the
terms and conditions of RFB 20-008 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 and truck batteries delivery as described in
CITY's RFB 20-008 and CONTRACTOR's November 21, 2019 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 Bid Documents and the Unit Price 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 three (3) 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: a) without cause
and for CITY's convenience upon thirty (30) days written notice to
CONTRACTOR; b) if CONTRACTOR is adjudged to be bankrupt; c) if
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 the 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
three (3) 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 four (4) work days must
made make the delivery.
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 products to CITY as set forth in the applicable purchase order. CITY shall
make payment to the CONTRACTOR for all accepted deliveries and undisputed products
delivered and 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.
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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 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 its
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 subCONTRACTOR 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 Commercial General Liability Insurance - The CONTRACTOR
shall take out and maintain during the life of this Agreement, Commercial General Liability
and Business 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 as
follows:
(a) CONTRACTOR's Commercial General Liability, $500,000 Each,
($1,000,000 aggregate). Liability Coverages, Bodily Injury
Occurrence, & Property Damage Combined Single Limit
(b) Automobile Liability Coverages, $300,000 Each, Bodily Injury &
Property Damage 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 the fullest extent permitted by law, the CONTRACTOR shall
indemnify and hold harmless the CITY and its employees from and
against all claims, damages, losses and expenses, including but not
limited to reasonable attorney's fees, arising out of or resulting from its
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 such acts are 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.; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the
CITY and its other contractors.
(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: Distributor Operations, Inc. d/b/a Interstate
Battery System of Mid Florida Coast
4140 Flex Court
Sanford, FL 32771
Attn: Doug Chandler, Market General
Manager II
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
El
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
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. Assigqment. 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. Annlicable 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:
5
(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
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. Purchase Order / Notice To Proceed
3. An applicable Contractor Quote or Statement of Work
4. All documents contained in City of Clermont RFB 20-008 and any amendments
thereto.
5. CONTRACTOR's November 21, 2019 response to RFB 20-008.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this o N day of C�� 4� r C� 2020.
City o lermont
c.
Gail L. Ash, Ma or
Aft st:
Tracy Ackroyd Howe, City Clerk
Distributor Operations, Inc. d/b/a
Interstate Battery System of Mid Florida Coast
By:
Va�� r
(Name & Title Printed or Typed)
Attest:
Corporate Secretary
(Name Printed or Typed)
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SECTION — C
PRICE SCHEDULE
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.
Company Name (print): Interstate
of Mid Florida Coast
Street Address: 4140 Flex Court, Sanford, FL 32771
Mailing Address (if different):
Telephone: 407-366-1190 Fax: 407-359-5216
Email: doug.chandler@ibsa.com Payment Terms: 0 % 30 days, net 30
FEIN: 75 - 1864347 Professional. License No.:
Signature: ✓ Date: November 11, 2019
Print Name: oug Chandler Title: Market General Manag
j Does the respondent accept payment using the City's MASTERCARD? ® Yes ❑ No j
END OF SECTION — C
RFB No: xx-xxx
Page 15 of 31
SECTION — B
STATEMENT OF WORK
The purpose of this bid is to establish a term contract to purchase automotive and truck
batteries on an as -need -basis for various city owned vehicles. The intent is to obtain
pricing for the purchase and delivery of batteries, automotive and general use to the
Public Works Department. All batteries bid and supplied must be the bidder's premium
quality lines. Evidence that batteries meet the "Battery Council International Code" for
construction of outside case plates, electrolytes, and testing requirements and conditions
must be provided with bid response.
All technical literature must be submitted with bid to allow an evaluation to determine if
the products meet or exceed specifications. All evidence must be numbered and marked
in accordance with the item number specified on Section C, Price Schedule.
All batteries supplied to the City of Clermont must be clearly identifiable as to the original
manufacturer by means of the manufacture's trademark label affixed to the battery. Any
batteries delivered by the successful respondent without property identification will not be
accepted and will be returned at the expense of the expense of the successful
respondent. Secondary labels are accepted as long as they do not replace the original
manufacturer label.
Wet batteries must be fully charged and ready for service. Wet batteries held in City
consigned stock over three (3) months must be replaced with new, fully charged batteries,
free of expense to the City.
All automotive batteries must carry a sixty (60) month warranty, the first six (6) months
being a free replacement warranty covering defective materials and workmanship.
Adjustments of batteries which fail after the first six (6) months must be adjusted as
determined by the warranty period on a cost per month basis. Final adjustment must not
be less than the stated salvage price. Adjustments must be completed within thirty (30)
days of receipt of the returned battery.
Successful respondent must insure lawful and proper lead acid battery reclamation and
disposal. In addition, the successful respondent must supply their EPA certificate number
in order to prevent possible liability to the City of Clermont in whole or part.
Credit for cores must be given to the City of Clermont at fair market value.
1 — DELIVERY
All deliveries must be made within four (4) work days on standard orders of stock.
Deliveries for emergency order must be within two (2) work days for companies within
Lake County and within eight (8) hours for companies outside Lake County. Delivery
must be made between the hours of 8:00 A.M. and 4:00 P.M., Monday through Friday,
RFB No: 20-008
Page 10 of 31
SECTION — B
STATEMENT OF WORK
unless mutually agreed upon by both parties. No deliveries will be accepted on
Saturdays, Sundays of City holidays.
Delivery Location:
Public Works Department
400 12t" Street,
Clermont, FL 3471
Contact: Tim Cayton, Operations Chief — Fleet
Ph: (352) 394-3350
2 — SUBSTITUTION OF ITEMS DURING TERM OF CONTRACT
Substitute brands or models may be considered during the contract period for
discontinued models only. The successful respondent must not deliver any substitute
item as a replacement to an awarded brand or model without express written consent of
the Purchasing Department prior to such delivery. Substitute items must be equal or
better quality than the awarded item. Substitutes must be considered only when
necessary. Excessive substitution request may be cause to cancel the contract.
3 — SHELF LIFE OF STOCK
The successful respondent must supply the City with fresh stock only and must insure
that items with a limited shelf life are inspected and certified fresh before shipping to the
City.
4 — REBATES AND SPECIAL PROMOTIONS
All rebates and special promotions offered by a manufacturer during the term of the
contract must be passed on to the City. It will be the responsibility of the successful
respondent to notify the City of such rebates and special promotions.
Special promotions must be offered to the City provided that the new price charged for
the item(s) is lower than would otherwise be available through the contract. It is
understood that these special promotions may be of a limited duration. At the end of such
promotion, the standard contract price will prevail.
5 — WARRANTY
The successful respondent agrees that, unless expressly stated otherwise in this bid, the
product or service furnished must be covered by the most favorable commercial warranty
the successful respondent provides to any customer for comparable quantities.
RFB No: 20-008
Page 11 of 31
SECTION — B
STATEMENT OF WORK
6 — METHOD OF PAYMENT
The successful respondent(s) must submit an invoice when replenishing stock or
delivering orders to the City's Public Works Department. The invoice must reflect the
batteries and quantities provided to the city. All invoices must contain the contract number
or purchase order number, date and location of delivery or service, and confirmation of
acceptance of the goods and services by the appropriate City representative. Failure to
submit invoices in the proscribed manner may delay payment and the successful
respondent may be considered in default of contract and its contract terminated.
Payments will be tendered in accordance with the Florida Prompt Payment Act, Part VII,
Chapter 218, Florida Statutes.
7 — MATERIAL SAFETY DATE SHEET (MSDS)
It is the successful respondent responsibility to ensure that the City receives the latest
version of any MSDS required by 29 CFR 1910.1200 with the first shipment of any
hazardous material. In addition, at any time the content of an MSDS is revised, the
successful respondent must promptly provide a new MSDS to the City with the new
information relevant to the specific material.
END OF SECTION — B
RFB No: 20-008
Page 12 of 31