1683 Fausnight Stripe & Line IFB 601738-13GMG ' g3
rAPFi
Uht Friday, October 31, 2014
PURCHASING DEPARTMENT
TRANSMITTAL MEMORANDUM j
To: City Clerk/Mayor
RE: Piggyback Contract with Seminole County and for Fausnight Stripe & Line Inc.,
IFB 601738-13GMG
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑ Development Order ❑ Mayor's signature
❑ Final Plat (original mylars) ❑ Recordi •
❑ Letter of Credit i t- _ - - 4 - • g
❑ Maintenance Bond 02 Safe keeping (Vault) (1 (�
❑ Ordinance �N. : .. • • • . ager
❑ Performance Bond ❑ Payment Bond
❑ Resolution ® City Manager Signature
❑ ❑ City Clerk Attest/Signature
Once completed, please:
❑ Return originals to Purchasing
❑ Return copies
III
- Special Instructions:
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T:\Dept_forms\City Clerk Transmittal Memo-2009.doc
SWO1th
DOCUMENT APPROVAL 1 013 / 1201 4 5:01 PM
Contract Agreement Name: Piggyback Contract with Seminole County and for
Fausnight Stripe &Line Inc., IFB 601738-13GMG
//-3-Z0/1/
urchas'g anager Date
Financt Director Date
Jaw ithr
• y A ttorney Date
Roadway Markings, Striping and Brick Texture Surfacing Services Agreement
(with Fausniqht Stripe and Line, Inc.) Piggyback Contract (Seminole County)
The City of Sanford ("City") enters this "Piggyback" Contract with Fausnight Stripe
and Line, Inc., a Florida corporation which is authorized to do business in and is doing
business in the State of Florida, (hereinafter referred to as the "Vendor"), under the terms
and conditions hereinafter provided. The City and the Vendor agree as follows:
1. The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts.
Pursuant to this procedure, the City is allowed to piggyback an existing government
contract, and there is no need to obtain formal or informal quotations, proposals or bids.
The parties agree that the Vendor has entered a contract with the Seminole County,
Florida, said contract being identified as the "Term Contract For Roadway Markings,
Striping and Brick Texture Surfacing Services (IFB-601738-13/GMG)", relating to
services being described in Exhibit "A" referenced below; said original contract being
referred to as the "original government contract").
2. The original government contract is incorporated herein by reference and is
attached as Exhibit "A" to this contract. All of the terms and conditions set out in the
original government contract are fully binding on the parties and said terms and conditions
are incorporated herein.
3. Notwithstanding the requirement that the original government contract is fully
binding on the parties, the parties have agreed to modify certain technical provisions of
the original government contract as applied to this Contract between the Vendor and the
City, as follows:
(a). Time Period ("Term") of this Contract: N/A.
(b). Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A.
(c). Any other provisions of the original government contract that will be modified:
(1). Address change for the City: Notwithstanding the address and contact information
for the government entity as set out in the original government contract, the Vendor
agrees that he/she/it shall send notices, invoices and shall conduct all business with the
City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford,
Florida 32771. The City Manager's designated representative for this Contract is Bilal
lftikhar, P.E., Public Works Director, City of Sanford, Post Office Box 1788, 300 North
Park Avenue; Sanford, Florida 32771-1778, telephone number (407-688-5080) and
whose e-mail address is: BILAL.IFTIKHAR @Sanfordfl.gov.
(2). Notwithstanding anything in the original government contract to the contrary, the
venue of any dispute will be in Seminole County, Florida. Litigation between the parties
arising out of this Contract shall be in Seminole County, Florida in the Court of
appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
the
provision in he on final government contract to
3 . Notwithstanding any other the 9 Y 9 9
contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shall be through voluntary and non-
' binding mediation, negotiation or litigation in the court of appropriate jurisdiction in
Seminole County, Florida, with the parties bearing the costs of their own legal fees with
Y p 9
9
respect to any dispute resolution, including litigation.
(4). All the services to be provided or performed shall be in conformance with
commonly accepted industry and professional codes and standards, standards of the
City, and the laws of any Federal, State, or local regulatory.
(d). All other provisions in the original government contract are fully binding on the
parties and will represent the agreement between the City and the Vendor.
Entered this on day of Oth&a r, 2014.
Attest: Fausnight Stripe and Line, Inc.
41/■-' -'gra- By: //‘14-}*-4,4'
Sherri L. Rutkosky / Phillip J. Fausnight
Secretary/Treasurer President/Director
Date: OCf'k a 7, o?a '
Attest: City Of Sanford
CJ• 40‘A By: .�il� �,
Cynth Porter, City Clerk Jeff Triplett 9
Mayor v7l
Date:
Approved as to form and legal suff cy.
41,41110111i oliert ity Otto Mr'
�7
Exhibit "A"
[Attach original government contract]
CERTIFIED COPY
MARYANNE MORSE
CLERK OF CIRCUIT COURT
SEMINOLE
COUNTY, FLORIDA
BY_ aC--�
DEPUTY CLERK
TERM CONTRACT FOR ROADWAY MARKINGS,STRIPING
AND BRICK TEXTURE SURFACING
(IFB-601738-13/GMG)
THIS AGREEMENT is made and entered into this/ day of 6b°/—✓f' ,
20 /,1 , by and between FAUSNIGHT STRIPE AND LINE, INC., duly authorized to conduct
•
business in the State of Florida, whose address is 910 Charles Street, Longwood, Florida 32750,
hereinafter referred to as "CONTRACTOR", and SEMINOLE COUNTY,a political subdivision
of the State of Florida,whose address is Seminole County Services Building, 1101 East First Street,
Sanford,Florida 32771,hereinafter referred to as"COUNTY".
WITNESSETH:
WHEREAS, COUNTY desires to retain the services of a competent and qualified
contractor to provide roadway marking, striping and brick texture surfacing to Seminole County
and
WHEREAS,COUNTY has requested and received expressions of interest for the retention
of services of contractors;and
WHEREAS, CONTRACTOR is competent and qualified to provide required services and
desires to provide said services according to the terms and conditions stated herein,
NOW, THEREFORE, in consideration of the mutual understandings and covenants set
forth herein,COUNTY and CONTRACTOR agree as follows:
Section 1. Services. COUNTY does hereby retain CONTRACTOR to furnish services as
further described in the Scope of Services attached hereto as Exhibit A and made a part hereof.
CONTRACTOR shall also be bound by all requirements as contained in the solicitation package
and all addenda thereto at the locations as described in Exhibit 13, attached hereto and made a part
hereof. Required services shall be specifically enumerated, described,and depicted in the Release
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
Page of 18
Orders authorizing specific services. This Agreement standing alone does not authorize services or
require COUNTY to place any orders for work.
Section 2. Term. This Agreement shall take effect on the date of its execution by
COUNTY and shall run for a period of three (3) years. At the sole option of COUNTY, this
Agreement may be renewed for two (2) successive periods not to exceed one (1) year each.
Expiration of the term of this Agreement shall have no effect upon Release Orders issued pursuant
to this Agreement and prior to the expiration date. Obligations entered therein by both parties shall
remain in effect until delivery and acceptance of the services authorized by the Release Order. The
first three(3)months of the initial term shall be considered probationary. During the probationary
period, COUNTY may immediately terminate this Agreement at any time, with or without cause,
upon written notice to CONTRACTOR.
Section 3. Authorization for Services. Authorization for provision of services by
CONTRACTOR under this Agreement shall be in the form of written Release Orders issued and
executed by COUNTY. A sample Release Order is attached hereto as Exhibit C. Each Release
Order shall describe the services required and shall state the dates for performance of services and
establish the amount and method of payment The Release Orders will be issued under and shall
incorporate the terms of this Agreement. COUNTY makes no covenant or promise as to the
number of available Release Orders or that CONTRACTOR will perform any Release Order for
COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other
parties for the services contemplated by this Agreement when it is determined by COUNTY to be
in the best interest of COUNTY to do so.
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
Page 2 of 18
Section 4. Time for Completion. The services to be provided by CONTRACTOR shall
be performed, as specified in such Release Orders as may be issued hereunder, within the time
specified therein.
Section 5. Compensation. COUNTY agrees to compensate CONTRACTOR for the
professional services provided for under this Agreement on a "Fixed Fee"basis. When a Release
Order is issued for a Fixed Fee basis, then the applicable Release Order Fixed Fee amount shall
include any and all reimbursable expenses.
Section 6. Payment and BiWng.
(a) CONTRACTOR shall supply all services required by the Release Order,but in no
event shall CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each
Release Order.
(b) For Release Orders issued on a Fixed Fee basis, CONTRACTOR may invoice the
amount due based on the percentage of total Release Order services actually provided; but in no
event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage
of the total services actually completed.
(c) Payments shall be made by COUNTY to CONTRACTOR when requested as
services are furnished but not more than once monthly. Each Release Order shall be invoiced
separately. At the close of each calendar month, CONTRACTOR shall render to COUNTY an
itemized invoice, properly dated, describing any services provided, the cost of the services therein,
the name and address of CONTRACTOR,Release Order Number, Contract Number,and any other
information required by this Agreement.
The original invoice and one(1)copy shall be sent to:
Tenn Contract for Roadway Markings,Sniping and Brick Texture Surfacing
(IFB-601738-13/GMG)
Page 3 of 18
Director of County Finance
Seminole County Board of County Commissioners
Post Office Box 8080
Sanford,Florida 32772
Two(2)copies of the invoice shall be sent to:
Seminole County Traffic Engineering Division
140 Bush Loop
Sanford,Florida 32773
(d) Payment shall be made after review and approval by COUNTY within thirty (30)
days of receipt of a proper invoice from CONTRACTOR
Section 7. General Terms of Payment and Billing.
(a) Upon satisfactory performance of services required hereunder and upon acceptance
of the services by COUNTY, CONTRACTOR may invoice COUNTY for the full amount of
compensation provided for under the terms of this Agreement less any amount already paid by
COUNTY. COUNTY shall pay CONTRACTOR within thirty (30) days of receipt of proper
invoice.
(b) COUNTY may perform or have performed an audit of the records of
CONTRACTOR at any time during the term of this Agreement and after final payment to support
final payment hereunder. Audits may be performed at a time mutually agreeable to
CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined
subsequent to an audit as provided for in subsection(b)of this Section,and the total compensation
so determined shall be used to calculate final payment to CONTRACTOR. Conduct of this audit
shall not delay final payment as provided by subsection(a)of this Section.
(c) CONTRACTOR agrees to maintain all books, documents, papers, accounting
records, and other evidence pertaining to services provided under this Agreement in such a manner
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
Page 4 of 18
as will readily conform to the terms of this Agreement and to make such services available at
CONTRACTOR'S office at all reasonable times during the Agreement period and for five(5)years
from the date of final payment under the contract for audit or inspection as provided for in
subsection(b)of this Section.
(d) In the event any audit or inspection conducted after final payment but within the
period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the
terms of the Agreement,CONTRACTOR shall refund such overpayment to COUNTY within thirty
(30)days of notice by COUNTY.
Section 8. Responsibilities of CONTRACTOR. Neither COUNTY's review, approval,
or acceptance of, nor payment for, any of the services required shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the performance
of this Agreement. CONTRACTOR shall be and always remain liable to COUNTY in accordance
with applicable law for any and all damages to COUNTY caused by CONTRACTOR's negligent or
wrongful provision of any of the services furnished under this Agreement.
Section 9. Termination.
(a) COUNTY may,by written notice to CONTRACTOR terminate this Agreement or
any Release Order issued hereunder, in whole or in part, at any time, either for COUNTY's
convenience or because of the failure of CONTRACTOR to fulfill its Agreement obligations.
Upon receipt of such notice, CONTRACTOR shA1l immediately discontinue all services affected,
unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specifications,
reports, estimates,summaries,and any and all such other information and services of whatever type
or nature as may have been accumulated by CONTRACTOR in performing this Agreement,
whether completed or in process.
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
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(b) If the termination is for the convenience of COUNTY, CONTRACTOR shall be
paid compensation for services performed to the date of termination.
(c) If the termination is due to the failure of CONTRACTOR to fulfill its Agreement
obligations, COUNTY may take over the work and prosecute the same to completion by other
Agreements or otherwise. In such case, CONTRACTOR shall be liable to COUNTY for all
reasonable additional costs occasioned to COUNTY thereby. CONTRACTOR shall not be liable
for such additional costs if the failure to perform the Agreement arises without any fault or
negligence of CONTRACTOR; provided, however,that CONTRACTOR shall be responsible and
liable for the actions of its subcontractors, agents, employees, and persons and entities of a similar
type or nature. Such causes may include acts of God or of the public enemy, acts of COUNTY in
its sovereign or contractual capacity,fires,floods, epidemics,quarantine restrictions,strikes,freight
embargoes, and unusually severe weather;but in every case the failure to perform must be beyond
the control and without any fault or negligence of CONTRACTOR.
(d) If after notice of termination for failure to fulfill its Agreement obligations it is
determined that CONTRACTOR had not so failed,the termination shall be conclusively deemed to
have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement
price shall be made as provided in subsection(b)of this Section.
(e) The rights and remedies of COUNTY provided for in this Section are in addition
and supplemental to any and all other rights and remedies provided by law or under this Agreement.
Section 10. Agreement and Release Order in Conflict. Whenever the terms of this
Agreement conflict with any Release Order issued pursuant to it,this Agreement shall prevail.
Section 11. Equal Opportunity Employment. CONTRACTOR agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
Term Contract for Roadway Markings, i and Brick Texture Surfacing
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(IFB-601738-13/GMG)
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because of race, color, religion, sex, age, disability, or national origin and will take steps to ensure
that applicants are employed and employees are treated during employment without regard to race,
color, religion, sex, age, disability, or national origin. This provision shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
Section 12. No Contingent Fees. CONTRACTOR warrants that it has not employed or
retained any company or person other than a bona fide employee working solely for
CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm other than a bona fide employee working solely
for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon
or resulting from award or making of this Agreement For the breach or violation of this provision,
COUNTY shall have the right to terminate the Agreement at its sole discretion, without liability
and to deduct from the Agreement price or otherwise recover the full amount of such fee,
commission,percentage,gift,or consideration.
Section 13. Conflict of Interest.
(a) CONTRACTOR agrees that it will not contract for or accept employment for the
performance of any work or service with any individual,business, corporation,or government unit
that would create a conflict of interest in the performance of its obligations pursuant to this
Agreement with COUNTY.
(b) CONTRACTOR agrees that it will neither take any action nor engage in any
conduct that would cause any COUNTY employee to violate the provisions of Chapter 112,Florida
Statutes,relating to ethics in government.
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
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(c) In the event that CONTRACTOR causes or in any way promotes or encourages a
COUNTY officer, employee, or agent to violate Chapter 112, Florida Statutes, COUNTY shall
have the right to terminate this Agreement
Section 14. Assignment. This Agreement, or any interest herein, shall not be assigned,
transferred, or otherwise encumbered under any circumstances by the parties hereto without prior
written consent of the other party and in such cases only by a document of equal dignity herewith.
Section 15. Subcontractors. In the event that CONTRACTOR, during the course of the
work under this Agreement,requires the services of subcontractors or other professional associates
in connection with services covered by this Agreement,CONTRACTOR must first secure the prior
express written approval of COUNTY. If subcontractors or other professional associates are
required in connection with the services covered by this Agreement, CONTRACTOR shall remain
fully responsible for the services of subcontractors or other professional associates.
Section 16. Indemnification of COUNTY. CONTRACTOR agrees to hold harmless and
indemnify COUNTY and its commissioners, officers, employees, and agents against any and all
claims,losses,damages,or lawsuits for damages, arising from, allegedly arising from,or related to
the provision of services hereunder by CONTRACTOR.
Section 17. Insurance.
(a) General. CONTRACTOR shall, at its own cost, procure insurance required under
this Section.
(1) CONTRACTOR shall furnish COUNTY with a Certificate of Insurance
on a current ACORD Form signed by an authorized representative of the insurer, evidencing the
insurance required by this Section (Professional Liability, Workers' Compensation/Employer's
Liability, Commercial General Liability, and Business Auto). COUNTY, its officials, officers,
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(1FB-601738-13/GMG)
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and employees shall be named additional insured under the Commercial General Liability policy.
If the policy provides for a blanket additional insured coverage, please provide a copy of the
section of the policy along with the Certificate of Insurance. If the coverage does not exist, the
policy must be endorsed to include the additional insured verbiage. The Certificate of Insurance
shall provide that COUNTY shall be given,by policy endorsement,not less than thirty(30) days
written notice prior to the cancellation or non-renewal or by a method acceptable to COUNTY.
Until such time as the insurance is no longer required to be maintained by CONTRACTOR,
CONTRACTOR shall provide COUNTY with a renewal or replacement Certificate of Insurance
before expiration or replacement of the insurance for which a previous Certificate has been
provided.
(2) The Certificate shall contain a statement that it is being provided in
accordance with this Agreement and that the insurance is in full compliance with the Insurance
requirements of this Agreement. The Certificate shall have this Agreement number clearly
marked on its face.
(3) In addition to providing the Certificate of Insurance, on a current ACORD
Form,upon request as required by COUNTY,CONTRACTOR shall,within thirty(30)days after
receipt of the request, provide COUNTY with a certified copy of each of the policies of
insurance providing the coverage required by this Section. Certified copies of policies may only
be provided by the Insurer,not the agent/broker.
(4) Neither approval by COUNTY, nor failure to disapprove the insurance
furnished by CONTRACTOR, shall relieve CONTRACTOR of its full responsibility for
performance of any obligation including CONTRACTOR's indemnification of COUNTY under
this Agreement.
Term Contract for Roadway Markings, Striping and Brick Texture Surfacing
(t1 3-601738-I3/GMG)
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(b) Insurance Company Reureements. Insurance companies providing the insurance
under this Agreement must meet the following requirements:
(1) Companies issuing policies (other than Workers' Compensation) must be
authorized to conduct business in the State of Florida and prove same by maintaining Certificates
of Authority issued to the companies by the Department of Insurance of the State of Florida.
(2) hi addition, such companies shall have and maintain, at a minimum, a
Best's Rating of"A-"and a minimum Financial Size Category of"VII" according to A.M. Best
Company.
(3) If during the period which an insurance company is providing the
insurance coverage required by this Agreement, an insurance company shall: (i) lose its
Certificate of Authority; or (ii) fail to maintain the requisite Best's Rating and Financial Size
Category, CONTRACTOR shall, as soon as CONTRACTOR has knowledge of any such
circumstance, immediately notify COUNTY and immediately replace the insurance coverage
provided by the insurance company with a different insurance company meeting the requirements
of this Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer
with an insurer acceptable to COUNTY,CONTRACTOR shall be deemed to be in default of this
Agreement.
(c) Specifications. Without limiting any of the other obligations or liability of
CONTRACTOR, CONTRACTOR shall, at its sole expense,procure,maintain,and keep in force
amounts and types of insurance conforming to the minimum requirements set forth in this
subsection. Except as otherwise specified in this Agreement,the insurance shall become effective
upon execution of this Agreement by CONTRACTOR and shall be maintained in force until the
expiration of this Agreement's term and/or the expiration of all Work Orders issued under this
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(1PB-601738-131GMG)
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Agreement, whichever comes first. Failure by CONTRACTOR to maintain insurance coverage
within the stated period and in compliance with insurance requirements of COUNTY shall
constitute a material breach of this Agreement, for which this Agreement may be immediately
terminated by COUNTY. The amounts and types of insurance shall conform to the following
minimum requirements:
(1) Workers' Compensation/Employer's Liability.
(A) CONTRACTOR's insurance shall cover CONTRACTOR for
liability which would be covered by the latest edition of the standard Workers' Compensation
policy as filed for use in Florida by the National Council on Compensation Insurance, without
restrictive endorsements. CONTRACTOR will also be responsible for procuring proper proof of
coverage from its subcontractors of every tier for liability which is a result of a Workers'
Compensation injury to the subcontractor's employees. The minimum required limits to be
provided by both CONTRACTOR and its subcontractors are outlined in subsection (C)below.In
addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage is
to be included for the United States Longshoremen and Harbor Workers' Compensation Act,
Federal Employees'Liability Act,and any other applicable Federal or State law.
(B) Subject to the restrictions of coverage found in the standard
Workers' Compensation policy, there shall be no maximum limit on the amount of coverage for
liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's
and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part
One of the standard Workers' Compensation policy.
(C) The minimum amount of coverage under Part Two of the standard
Workers' Compensation policy shall be:
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
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$500,000.00 (Each Accident)
$500,000.00 (Disease-Policy Limit)
$500,000.00 (Disease-Each Employee)
(2) Commercial General Liability.
(A) CONTRACTOR's insurance shall cover CONTRACTOR for those
sources of liability which would be covered by the latest edition of the standard Commercial
General Liability Coverage Form(ISO Form CG 00 01),as filed for use in the State of Florida by
the Insurance Services Office, without the attachment of restrictive endorsements other than the
elimination of Coverage C, Medical Payment, and the elimination of coverage for Fire Damage
Legal Liability.
(B) The minimum limits to be maintained by CONTRACTOR
(inclusive of any amounts provided by an Umbrella or Excess Policy)shall be as follows:
General Aggregate Two (2)Times the Each Occurrence Limit
Personal&Advertising $1,000,000.00
Injury Limit
Each Occurrence Limit $1,000,000.00
(3) Professional Liability Insurance. CONTRACTOR shall carry Professional
Insurance Liability insurance with limits of not less than ONE MILLION AND NO/100
DOLLARS ($1,000,000.00).
(4) Business Auto Policy.
(A) CONTRACTOR's insurance shall cover CONTRACTOR for those
sources of liability which would be covered by Part IV of the latest edition of the standard Business
Auto Policy(ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services
Office, without the attachment of restrictive endorsements. Coverage shall include owned, non-
owned and hired autos or any autos.
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
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(B) The minimum limits to be maintained by CONTRACTOR(inclusive
of any amounts provided by an Umbrella or Excess policy) shall be per accident combined single
limit for bodily injury liability and property damage liability. If the coverage is subject to an
aggregate, CONTRACTOR shall maintain separate aggregate limits of coverage applicable to
claims arising out of or in connection with the work under this Agreement. The separate aggregate
limits to be maintained by CONTRACTOR shall be a minimum of three(3)times the per-accident
limit required and shall apply separately to each policy year or part thereof.
(C) The minimum amount of coverage under the Business Auto Policy
shall be:
Each Occurrence Bodily $1,000,000.00
Injury and Property Damage
Liability Combined
(d) Coverage. The insurance provided by CONTRACTOR pursuant to this
Agreement shall apply on a primary and non-contributory basis, and any other insurance or self-
insurance maintained by COUNTY or COUNTY's officials, officers, or employees shall be in
excess of and not contributing to the insurance provided by or on behalf of CONTRACTOR.
(e) Occurrence Basis. The Workers' Compensation policy and the Commercial
General Liability and the Umbrella policy required by this Agreement shall be provided on an
occurrence rather than a claims-made basis. The Professional Liability insurance policy may be
on an occurrence basis or claims-made basis. If a claims-made basis, the coverage must respond
to all claims reported within three (3) years following the period for which coverage is required
and which would have been covered had the coverage been on an occurrence basis.
(I) Obligations. Compliance with the foregoing insurance requirements shall not
relieve CONTRACTOR, its employees, or its agents of liability from any obligation under a
Section or any other portion of this Agreement.
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
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Section 18. Dispute Resolution.
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement,the parties agree to exhaust COUNTY dispute resolution procedures prior to
filing suit or otherwise pursuing legal remedies. COUNTY dispute resolution procedures for
proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures,"
Seminole County Administrative Code. Contract claims include all controversies, except disputes
addressed by the "Prompt Payment Procedures," arising under this Agreement within the dispute
resolution procedures set forth in Section 3.5540, "Contract Claims," Seminole County
Administrative Code.
(b) CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary services that were not presented for consideration in COUNTY
dispute resolution procedures set forth in subsection (a) above of which CONTRACTOR had
knowledge and failed to present during COUNTY dispute resolution procedures.
(c) In the event that COUNTY dispute resolution procedures are exhausted and a suit is
filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve
disputes through voluntary mediation. Mediator selection and the procedures to be employed in
voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall
be shared equally among the parties participating in the mediation.
Section 19. Representatives of COUNTY and CONTRACTOR.
(a) It is recognized that questions in the day-to-day conduct of performance pursuant to
this Agreement will arise. COUNTY, upon request by CONTRACTOR, will designate and advise
CONTRACTOR in writing of one or more of its employees to whom all communications
pertaining to the day-to-day conduct of this Agreement shall be addressed. The designated
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
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representative shall have the authority to transmit instructions, receive information, and interpret
and define COUNTY's policy and decisions pertinent to die work covered by this Agreement.
(b) CONTRACTOR shall at all times during the normal work week designate or
appoint one or more representatives who are authorized to act on behalf of and bind
CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this
Agreement and shall keep COUNTY continually and effectively advised of such designation.
Section 20. All Prior Agreements Superseded. This document incorporates and includes
all prior negotiations, correspondence, conversations, agreements, or understandings applicable to
the matters contained herein and the parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained or referred to
in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements,whether oral or written.
Section 21. Modifications,Amendments,or Alterations. No modification, amendment,
or alteration in the terms or conditions contained herein shall be effective unless contained in a
written document executed with the same formality and of equal dignity herewith.
Section 22. Independent Contractor. It is agreed that nothing herein contained is
intended or should be construed as in any manner creating or establishing a relationship of co-
'
partners between the parties, or as constituting CONTRACTOR(including its officers, employees,
and agents) as an agent, representative, or employee of COUNTY for any purpose, or in any
manner, whatsoever. CONTRACTOR is to be and shall remain forever an independent contractor
with respect to all services performed under this Agreement.
Section 23. Employee Status. Persons employed by CONTRACTOR in the performance
of services and functions pursuant to this Agreement shall have no claim to pension, workers'
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
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compensation, unemployment compensation, civil service, or other employee rights or privileges
granted to COUNTY's officers and employees either by operation of law or by COUNTY.
Section 24. Services Not Provided For. No claim for services furnished by
CONTRACTOR not specifically provided for herein shall be honored by COUNTY.
Section 25. Public Records Law.CONTRACTOR acknowledges COUNTY's obligations
under Article I, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, to release
public records to members of the public upon request. CONTRACTOR acknowledges that
COUNTY is required to comply with Article I, Section 24, Florida Constitution,and Chapter 119,
Florida Statutes, in the handling of the services created under this Agreement and that said statute
controls over the terms of this Agreement.
Section 26. Compliance with Laws and Regulations. In providing all services pursuant
to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations
pertaining to, or regulating the provisions of such services including those now in effect and
hereafter adopted. Any violation of said statutes,ordinances,rules,or regulations shall constitute a
material breach of this Agreement and shall entitle COUNTY to terminate this Agreement
immediately upon delivery of written notice of termination to CONTRACTOR.
Section 27. Patents and Royalties. Unless otherwise provided, CONTRACTOR shall
be solely responsible for obtaining the right to use any patented or copyrighted materials in the
performance of this agreement. CONTRACTOR, without exception, shall indemnify and save
harmless COUNTY and its employees from liability of any nature or kind, including costs and
expenses for or on account of any copyrighted, patented, or unpatented invention, process, or
article manufactured or supplied by CONTRACTOR. In the event of any claim against
COUNTY of copyright or patent infringement, COUNTY shall promptly provide written
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(IFB-601738-13/GMG)
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notification to CONTRACTOR If such a claim is made, CONTRACTOR shall use its best
efforts to promptly purchase for COUNTY any infringing products or services or procure a
license at no cost to COUNTY which will allow continued use of the service or product. If none
of the alternatives are reasonably available, COUNTY agrees to return the article on request to
CONTRACTOR and receive reimbursement, if any, as may be determined by a court of
competent jurisdiction.
Section 28. Notices. Whenever either party desires to give notice unto the other, it must be
given by written notice, sent by registered or certified United States mail, return receipt requested,
addressed to the party for whom it is intended at the place last specified. The place for giving of
notice shall remain such until it shall have been changed by written notice in compliance with the
provisions of this Section. For the present, the parties designate the following as the respective
places for giving of notice,to-wit:
For COUNTY:
Seminole County Traffic Engineering Division
140 Bush Loop
Sanford,Florida 32773
For CONTRACTOR:
Fausnight Stripe and Line,Inc.
910 Charles Street
Longwood,Florida 32750
Section 29. Rights At Law Retained. The tights and remedies of COUNTY,provided for
under this Agreement, are in addition and supplemental to any other rights and remedies provided
by law.
IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement on
the date below written for execution by COUNTY.
Tenn Contract for Roadway Markings,Striping and Brick Texture Surfacing
(1FB-601738-13/GMG)
Page 17 of 18
ATTEST: FAUSNIGHT STRIPE AND LINE,INC.
,'//knn By: ax, 0 i
, Secretar+ PHILLIP S.FAUS GHT,President
(CORPORATE SEAL) Date: 11 1-612 0 15
SEMINO , COUNTY,FLORIDA
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itness \ j • Y OOP• • CI , 1°g and
Contracts Mann:,
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' I t Name Date:
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For the use and reliance As authorized for execution by th Board of Seminole
County only. of Co ty Commissioners at its .� 2,3 ,
20 /),regular meeting.
Approved as to form and 9 c�, A — /4) /--/� "3
legal suffici-' . `�
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Coun .!� '!:VVP r ' 1■k. i,
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F:1Users La Secretary CSBWurlhasing 2013\Agreesnents\IFa-601738 Fausnight doe
Attachments:
Exhibit A—Scope of Services
Exhibit B—Sample Release Order
Term Contract for Roadway Markings,Striping and Brick Texture Surfacing
(TFB-601738-13/GMG)
Page 18 of 18