Item 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.
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is v rl 0 CITY OF OCOEE COMMISSIONERS
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(4 S 150 N.LAKESHORE DRIVE
OCOEE FLORIDA 34761
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(407)656-2322 RUSTY JOHNSON
PAUL W.FOSTER
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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 .,
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Town of Windermere, Florida ;:1; i�.i
and '
The City of Ocoee. Florida
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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 •
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Florida municipal corporation ("Windermere") and the CITY OF . .
OCOEE, a Florida municipal corporation ("Ocoee") .
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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}' ' •
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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.
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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
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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
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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
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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]
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0109S80)( 1261
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