Res 2019-102/approving a contract with ProCare Automotive, LLC (AMM Collision Center) for the repair of unforeseen Hail Damage to City Vehicles in the amount of $327,398.29

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DocuSign Envelope ID: 1649E257-9F5E-4C77-9FF3-A4563FB252C7 to a third party, in whole or in part, without the express written consent of City. The benefits and burdens of this Agreement are assignable by City. 10. Order of Precedence. This Agreement includes by reference, the provisions of the solicitation documents, Contractor's response to the solicitation, the exhibits or attachments to this Agreement. In case of any conflict among the provisions of this Agreement, the following descending order of precedence will be observed: 10.1 This Agreement and Standard Terms and Conditions; 10.2 Exhibit A; 10.3 Solicitation Documents 10.4 Contractor's Response to Solicitation 10.5 Other exhibits and attachments to this Agreement In the event of any conflict between the Agreement and the provisions of any exhibits or attachments to this Agreement, this Agreement will govern and control. 11. Insurance and Liability: During the period of the resulting contract, the Contractor will maintain, at its expense, insurance with limits not less than those prescribed below. Insurance underwriters will be acceptable to the City. With respect to required insurance, the Contractor will: 11.1 Name the City of San Marcos, 630 East Hopkins Street, San Marcos, Texas 78666 as an additional insured. 11.2 Provide the City with a thirty (30) days' written notice to the Certificate Holder prior to cancellation or material change of any insurance referred to in the certificate. 11.3 Failure of Certificate Holder to demand a certificate or other evidence of full compliance with these insurance requirements or failure of Certificate Holder to identify a deficiency from evidence that is provided will not be construed as a waiver of Insured's obligation to maintain such insurance. 11.4 Provide the City of San Marcos Purchasing and Contracting Division, 630 East Hopkins Street, San Marcos, Texas 78666, a Certificate of Insurance evidencing required coverage before execution of contract. 11.5 Submit a Certificate of Insurance reflecting coverage as follows: Garage keeper................................................................. $100,000.00 Automobile Liability......................................................... $1,000,000.00 Workers' Compensation...................................................... Statutory 12. Additional Services/Change or Delay in Services. The City may direct the Contractor to perform services outside of the scope of the Services. The Contractor will submit a written estimate of fees to the City and obtain the City's authorization before initiating any additional services. Each material change (deletion or addition) in the services to be provided by Contractor must be authorized by the City on the Authorization of Change in Services, Exhibit B to this Agreement. Compensation for additional services will be in addition to that specified for the Services. The approval of the City Council is necessary for all additional services the compensation for which exceeds $50,000. No charge will be made by the Contractor for any hindrance or delay from any cause whatever during the progress of any portion of its work that can reasonably be contemplated by the scope of work, but the City may grant an extension of time for the completion of the work, provided it has satisfied that such delays or hindrances were due to extraordinary causes or to the acts of omission or commission by the City. Any such extension of time will be provided utilizing the City's Authorization of Change in Services form. 13. Force Majeure. Neither City nor Contractor will be liable for any delay in the performance of this Agreement, nor for any other breach, nor for any loss or damage arising from uncontrollable forces such as fire, theft, storm, war, or any other force majeure that could not have been reasonably avoided by exercise of due diligence. 14. Termination. City may terminate this Agreement in accordance with the Standard Terms and Conditions. Upon such termination, City will pay Contractor, at the rate set out in Exhibit A and Exhibit Al, for Services satisfactorily performed through the date of termination. Notwithstanding any provision in this Agreement to the contrary, City will not be required to pay or reimburse Contractor for any Services performed or for expenses incurred by Contractor after the date of the termination notice that could have been avoided or mitigated by Contractor. 15. Notice. Any notices required under this Agreement will be made in writing, postage prepaid to the following addresses, and will be deemed given up hand delivery, verified delivery by telecopy (followed by copy sent by United States Mail), or three days after deposit in the United States Mail: CITY: The City of San Marcos Attn: City Manager's Office 630 East Hopkins Street Marcos, TX 78666 CITY: The City of San Marcos Attn: Purchasing Manager's Office 630 East Hopkins Street San Marcos, TX 78666 CONTRACTOR: Procare Collision, LLC Attn: Dustin Lindholm 1095 N. Business IH -35 New Braunfels, TX Rev 04/02/19 Page 2 of 5