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HomeMy WebLinkAboutItem III (C) Approval and Authorization to Execute Renewal of Fleet Maintenance Agreement with the Town of Windermere . AGENDA 1 0-1-9 1 F "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Item III C e. Ocoee% CL LESTER DANS,JR. • •. is v rl 0 CITY OF OCOEE COMMISSIONERS V e e 17. Ih _ (4 S 150 N.LAKESHORE DRIVE OCOEE FLORIDA 34761 O (407)656-2322 RUSTY JOHNSON PAUL W.FOSTER ; VERN COMBS SAM WOODSON OP G000 CITY MANAGER ELLISSHAMMO STAFF REPORT TO: The honorable Mayor and Board cf City Commissioners FROM : Ray Brenner , Public Works Director DATE : September 27 , 1991 SUBJECT : FLEET MAINTENANCE AGREEMENT - WINDERMEPE ISSUE: Should. the Honorable Mayor and Board of City Commissioners approve the continuance of toe current Maintenance Agreement with the Town of Windermere? DISCUSSION: On the 28th of October , 1989 , the City of Ocoee and the Town of Windermere entered into a Fleet Maintenance Agreement . The Agreement provides for the City of Ocoee to perform any/all maintenance on their vehicles and equipment . From the signing of the Agreement to present , we have provided labor that generated S6 , 300 . 00 to the General Fund , Section 8 of this Agreement states in part that " the initial term of this Agreement shall be ohe ( 1 ) year commencing as of October 01 , 1939 , and this Agreement snail terminate upon the expiration thereof , unless this Agreement. is etended by an additional term. Furthermore , "at any time prior to the expiration of the initial term of this Agreement ( or of en:: additional term as herein provided ) , the parties may agree in writing to the continuation of this Agreement for an additional teem. Attached , are letters from Me . Vic Thompson , Windermere Town Manager , dated September 12 , 1990 , and September 23 , 1991 , agreeing to the continuation of the Maintenanee Agreement for the past two ( 2 ) years . Also attached is the Agreement itself . RECOMMENDATION : Therefore , based on the above discussion, it Is respectfulTy requested that the Honorable Mayor and Board ef City Comiiissioners appro: e. the continuation of the Maintenance Agreement , as written , with the To of Windermere . Wmwh "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER ()Ocoee LESTER DABBS,JR. CITY OF OCOEE RCOMMISSIONERSSNSN 150 N.LAKESHORE DRIVE OCOEEFLORIDA3476] PAULW.FOSTER(40�65Cr2322VERNCOMBSSAM WOODSON CITY MANAGER ELLIS SHAPIRO MEMORANDUM TO: Ellis Shapiro , City Manager FROM: Ray Brenner, Public Works Director DATE: September 24 , 1991 SUBJECT: Fleet maintenance agreement renewal with the Town of Windermere . I am pleased to report that Mr. Victor Thompson, Town Manager has consented to renew the above subject agreement for an additional year, extending our agreement to September 30 , 1992 . Section 8 states in part , that at any time prior to the expiration of this agreement, both parties may agree in writing to continue the agreement for an additional term. Attached is the comfirmation letter from Vic Thompson requesting an extension to our present maintenance agreement . This agreement has generated $ 3500 . 00 to the General Fund in this current fiscal year. Should the acceptance of the continuation of this agreement be placed on an agenda for commission approval ? Please advise . rb/mk !IL1WU of rH, 1I111E1nttrL P.O. Drawer 669 Windermere, FL 34786 Gown Manager Telephone VICTOR M. THOMPSON ►;� 444 ►'•'•'•'� (407) 876-2563 p •••• i••• ?PA"f ►!:04 (clerk 9llittunr ROBERT J. PLEUS,JR. CECILIA BERNIER ‘ IX September 23, 1991 Ellis Shapiro City Manager City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 Re: Agreement for Fleet Maintenance Dear Mr. Shapiro: This letter acknowledges the fact that the Town of Winder- mere wishes to extend the present maintenance agreement between the Town of Windermere and The City of Ocoee, dated October 28, 1989 . The Town of Windermere desires to extend this agreement until October 1, 1992 . I hope this meets with your approval . Sincerely, Victor M. Thompson Town Manager VMT:w ✓ c : Ray Brenner Public Works Director AGREEMENT FOR FLEET MAINTENANCE ,,Ti ., . Town of Windermere, Florida ;:1; i�.i and ' The City of Ocoee. Florida • THIS AGREEMENT is made and entered into as of the oa 4;fd1,; ;;,i day of e.*~, , 1989 , by and between the TOWN OF WINDERMERE,_ a • . Florida municipal corporation ("Windermere") and the CITY OF . . OCOEE, a Florida municipal corporation ("Ocoee") . • is W I T N E S 8 E T H! j • WHEREAS, Windermere uses in its various operations a . 1 . fleet (the •"Fleet") of (a) motor vehicles, including, without limitation,° trucks, tractors, police automobiles and other auto- mobiles and (b) mowers and other such equipment; and .'.1 WHEREAS, Windermere does not currently have the capacityi • to itself maintain and repair the vehicles and equipment of Fleet; (• and .' ' WHEREAS, Windermere desires to have Ocoee provide preven- tative maintenance, ordinary repair and emergency repair services for the Fleet, and Ocoee is willing to provide such services, • under the terms and conditions herein provided; and , WHEREAS, the parties intend that this Agreement shall be construed and effectuated in the manner necessary so that it cora , plies with all applicable Florida law. NOW, THEREFORE, in consideration of the premises and the, mutual covenants contained herein, and upon the terms and condi- • ' tions hereinafter set forth, the parties hereby agree as followst}' ' • 1 1. The foregoing preambles are all made a part of this'; ; Agreement as if set forth below. ti .; ' 2. During any term of this Agreement, Windermere shall: . have Ocoee perform all necessary maintenance work and repairs on i . all of the vehicles and equipment of the Fleet under the terms hereof, except to the extent that Windermere elects to, or is ► I required by contract to, have the party from whom Windermere t• purchased or is leasing any given vehicle or other item of equipment (or such party designee) perform such maintenance work or repairs. ' 3. Under the terms and subject to the conditions hereof` . ,' ! Ocoee shall provide services consisting of preventative mainten- : y:, ance, ordinary repair and emergency repair work for the vehicles 1. • �. and equipment of the Fleet; provided, however, it shall be the i ;• ' responsibility of Windermere to monitor the Fleet and to use the services of. Ocoee hereunder when necessary. OCOEE HAS NOT MADE t t ;. iF AND DOES NOT HEREBY MARE ANY REPRESENTATION OR WARRANTY OF ANY RIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED HEREUNDER OR ANY MATERIAL, EQUIPMENT_, PARTS AND INCIDENTALS FURNISHED IN CONNECTION THEREWITH, except: +' . that Ocoee covenants that any services performed by Ocoee hereunder . ,t• will be in accordance with the same standards under which Ocoee '•.' ii maintains its own vehicles and equipment, subject to Windermere's,,' compliance with its obligations hereunder. Notwithstanding the foregoing, however, Ocoee shall use its best efforts to assign to Windermere all rights and benefits arising under any manufacturer's (or other party's) warranty for any part incorporated into any vehicle or other item of equipment of the Fleet by Ocoee in its performance of services hereunder. In connection with its provi- sion of such services, Ocoee shall furnish all necessary labor, supervision, services, material, equipment, parts and incidentals. Ocoee's services hereunder will be performed during the normal working hours of the Ocoee City Garage (Monday through Friday, at 8:00 a.m. to 5:00 p.m. ) but, Ocoee shall provide Windermere with a phone number for contact in emergency cases. i. 4. Except as otherwise provided in Paragraph 2 hereof, : whenever any maintenance or repairs may be necessary on any vehicle or equipment of the Fleet, Windermere shall deliver the vehicle ; . equipment to the Ocoee City Garage, unless Windermere reasonably and in good faith determines that it cannot deliver the vehicle or equipment or that such delivery would create unreasonable risk of property damage and/or personal injury. When necessary, Ocoee shall (a) tow or otherwise retrieve a vehicle or item of equipment . of the Fleet and/or (b) provide for such on-site maintenance and repair work. In the event of any such towing, retrieval, or on- site maintenance or repair work, Windermere shall promptly provide such assistance by its employee (s) to the employee(s) of Ocoee performing such services as shall be reasonably necessary, and by way of example, without limitation, Windermere shall provide at least one (1) capable employee to assist any employee(s) of Ocoee in any on-site changeout of a flat tire on a vehicle of the Windermere Fleet. 5. All time spent by any employee of Ocoee in providing services pursuant hereto shall be charged to Windermere at the rate of TWENTY-SEVEN AND 50/100 DOLLARS ($27 . 50) per hour, with hours or segments thereof calculated in increments of fifteen (15) minutes (with any remaining balance being rounded up and treated as an additional fifteen minutes) , and any towing of or other delivery of any vehicle or item of equipment of the Fleet shall be charged to Windermere at the flat rate of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) per destination; provided, however, Ocoee may make any adjustment(s) to either or both such rates of charge at any time after first giving written notice to Windermere of each such adjustment not less than forty-five (45) days before - 2 - . such adjustment shall become effective. Ocoee shall charge Winder- mere on a cost basis for any parts used by Ocoee pursuant hereto without any premium or other mark-up added in the charge. 6. Ocoee shall submit to Windermere on a monthly basis a statement reflecting the total amount due under all unpaid invoices arising hereunder. The amount set forth in any such statement shall be due upon Windermere's receipt of the statement, and Windermere shall pay such stated amount in full within thirty (30) days therefrom. On any amount (or portion thereof) which is not timely paid within such thirty (30) day period, interest shall accrue following the expiration of such period at the lesser of eighteen percent (18%) per annum or the maximum rate allowed by applicable law. In the event Windermere fails to timely pay any such invoice, Ocoee may, in its sole discretion, suspend perfor- mance of any. 'or all services hereunder pending payment of the deliquent invoice amount(s) , provided that Ocoee promptly gives written notice of Windermere of such suspension of services. 7. Ocoee shall not be liable for any loss or damage which is incurred as a result of delay, riot, strikes, storms, war, emergencies, labor disputes, belated receipt of tools and parts, fires, floods, water, force majuere or other circumstances beyond its control. In addition, Ocoee shall incur no liability to Windermere for any failure to supply or repair any vehicle or item of equipment of the Fleet if Ocoee is prevented from doing so by any of the foregoing occurrences, by governmental regulation or by any cause other than ocoee's own gross negligence or willful or intentional wrongdoing. Ocoee shall not be liable for any damages by reason of the failure of any of the vehicles and/or equipment of the Fleet to operate or from any faulty operation of any such vehicle or equipment. Further, Ocoee shall not be liable for loss or damage to any contents or personal property contained in any vehicle or equipment of the Fleet, whether or not such loss or damage occurs while the vehicle or equipment is in Ocoee's control. 8. The initial term of this Agreement shall be one (1) year commencing as of October 1, 1989 , and this Agreement shall terminate uppon the expiration thereof, unless this Agreement is either extended by an additional term as herein provided or terminated earlier as herein provided. Notwithstanding anything else herein to the contrary, either party may terminate this Agreement, with or without cause, after giving the other party not less than thirty (30) days written notice prior to such termination. At any time prior to the expiration of the initial term of this Agreement (or of any additional term as herein J provided) , the parties may agree in writing to the continuation : of this Agreement for an additional term. The termination of I% - 3 - •1 • 1 this Agreement for any reason shall not affect any rights or obligations of either party which have accrued hereunder prior to such termination. 9. This Agreement may be amended only by written agree- ment between the parties, except as otherwise provided in Para- graph 5 hereof. For purposes hereof, any agreement by the parties to any additional term shall be an amendment to this Agreement. 10. Nothing in this Agreement shall be construed to create or imply any relationship of employer and employee between (a) Windermere or any officer/employee, agent or representative of Windermere and (b) Ocoee or any officer, employee, agent or representative of Ocoee. 11. In the connection with any dispute between the parties concerning this Agreement or in connection with the construction or enforcement of any provision(s) hereof, the prevailing party shall be entitled to recover from the other party the reasonable costs and fees (including reasonable attorneys' fees) incurred by such prevailing party, whether or not such matter is litigated (but, if it is litigated, through all appellate levels) . 12. Any invoice, notice or any other such matter which is required to be or otherwise may be given under this Agreement shall be deemed to be delivered, if in writing, when hand delivered or mailed by United States Certified Mail to the appropriate party at its address set forth below: If to Ocoee: • Ocoee City Hall 150 North Lakeshore Ocoee, Florida 32761 Attn: Public Works Director If to Windermere: Windermere Town Hall Town of Windermere Windermere, Florida 32786 520 Main Street Attn: Town Manager P. 0. Drawer 669 Windermere, FL 34786 13 . This Agreement represents the entire understanding between the parties relating to this subject matter and supersedes all prior agreements and understandings between the parties relat- ing to this subject matter. There are no written or oral terms ti I - 4 - • • • or representations made by any party with respect to this subject 4 matter other than those contained in this Agreement. 14.• The language of this Agreement shall be construed- 0'. in accordance with its fair meaning and shall not be strictly construed for or against either party. This Agreement shall be deemed to be made, construed and performed according to the laws of the State of Florida. In no event shall this Agreement be ' construed or enforced in a manner which could result in any unlaw- ful delegation of constitutional or statutory obligations or powers by either party hereto or any commissioner or officer of either party. IN WITNESS WHEREOF, the parties have caused their hands • and seals tobe set forth below. CITY OF OCOEE, a Florida munp orat on By: �- cvr RAMKNOMMNOW Thomas R. Ison, C t Mayor ernit CITY OrMOMNIPIIOWD„, _INTO NW , .HAttest: ram"�" moo. Attest: -an Grafton, ' b C I y Clerk [OFFICIAL SEAL] ' TOWN OF WINDERMERE, a Florida municipal corporation By: Attest: wed &_/. 1,e, e,/? [OFFICIAL SEAL] ;. •.•: 0109S80)( 1261 5 • 'I •