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1890 Chincor Electric PBA 17/18-07
877—` To: City Clerk RF-: Request for Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ City Mayor's signature ❑ Final Plat (original mylars) ® ReeordingNault Sci ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ❑ City Attorney's Signature ❑ Ordinance ❑ City Clerk's Signature ❑ Performance Bond ❑ Resolution ® Piggyback Contract — Chinchor Electric PBA 17/18-07 Once completed, please: ❑ Return original ❑ Return copy Special Instructions: Provided is a fully executed original of PBA 17/18-07 for the City Clerk's records Please advise if you have any questions regarding the above. Thank you! From T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc -lz/lcl /1-7 — I , , ate Contract/Agreement Name: Approval: Chinchor Electric PBA 17/18-07 7 Finan e Director Date Date Date CITY COMMISSION MEMORANDUM 17289 OCTOBER 23, 2017 AGENDA To: Honorable Mayor and Members of the City Commission PREPARED BY: Cynthia Porter, City Clerk SUBMITTED BY: Norton N. Bonaparte, Jr., XManager SUBJECT: Consent Agenda SYNOPSIS: Approval of the consent agenda is requested. WS RM X Item No. 4. A-1 A. APPROVE THE PROCURE'ME'NT OF CITYYYIDE CONCRETE' SERVICES AND ASSOCIATED EXPENDITURES FROM CARAWAY CONCRETE CONSTRUCTION, INC., IN AN AMOUNT NOT TO EXCEED $350, 000 (THIRD GENERATION ONE CENT SALES TAX), FOR SIDEWALK REPAIR, MISCELLANEOUS CONCRETE REPAIR, AND TRAFFIC CIRCULATION. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Procurement of City-wide concrete services to be provided by Caraway Concrete Construction, Inc. (Caraway) is requested. F'ISCALISTAFFING STATEMENT: Funding for the procurements is available from the Third Generation One Cent Sales Tax fund. BACKGROUND: Procurement of City-wide concrete services and associated expenditures are requested under Bid # IFB-12/13-23. This procurement activity was competitively bid and Caraway was the lowest qualified responsive and responsible bidder. Funding will be allocated for the following activities: (1) $125,000 for sidewalk repair (2) $150,000 for miscellaneous concrete repair (3) $75,000 for traffic circulation. L F.GAL REVIEW: The Assistant City Attorney has approved subject to the City's Purchasing Agent issuing appropriate work orders. RECf3MMENDATION: It is Staff's recommendation that the City Commission approve one procurement to Asphalt Paving Systems Inc., for City-wide roadway resurfacing in an amount not to exceed $500,000. C. APPfiROYE THREE PROCUREMENTS FOR CITYW?D.E' ROADWAY RESURFACING INANAMOUNT NOT TO EXCEED $550,000 (LOCAL OPTION GAS TAX FUND): $500,000 TO THE MIDDLESEX CORPORATION; $7,500 TO CHINCHOR ELECTRIC INC.; $42,500 TO FA USTNIGHT LINEAND STRIPE INC. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of procurements for the resurfacing of City-wide roadways is requested. FISCALISTAFFING STATEMENT: Funding in the amount of $550,000, is requested and is available in the Local Option Gas Tax (LOGT) fund. BACKGROUND: Three procurements totaling $550,000 are requested as follows: (1) $500,000 to The Middlesex Corporation; (Piggyback Seminole County Contract IFB-602096-14/BJC) for asphalt services; (2) $7,500 to Chinchor Electric Incorporated (Piggyback Seminole County Contract IFB-600940-10/GMG) for traffic signal loop replacement; (3) $42,500 to Fausnight Line and Stripe Incorporated (Piggyback Seminole County Contract IFB-601738-13/GMG) for roadway striping and markings. The above piggybacked contracts were competitively bid and awarded to the lowest qualified bidder. Such cooperative procurements under a County contract allow government agencies, especially small cities, to purchase equipment under another government entity's contract. A single lead agency establishes a contract for a product, an award is made, and other agencies can use this same contract to make purchases. Government -to -government cooperatives pool resources, offering multiple contracts with various lead agencies for a variety of equipment, vendors, and fuel guarantee the lowest price. Such contracts by the County are bid competitively every two years to ensure the best prices. LEGAL. REVIEW: The Assistant City Attorney has approved, subject to the City's Purchasing Agent issuing appropriate work orders. RECOMMENDATION: It is Staff's recommendation that the City Commission approve three procurements for City-wide roadway resurfacing in an amount not to exceed $550,000: $500,000 to The Middlesex Corporation, $7,500 to Chinchor Electric, and $42,500 to Fausnight Line and Stripe. D. .APPROVE PURCHASE ORDER TO HARCROS CHEMICALS IN THEESTIMATED AMOUNT OF $219,303, FOR POLYMER AND COAGULANT CHEMICALS TO BE USED AT THE UTILITY TREATMENT FACILITIES. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of a purchase order to Harcros Chemicals for polymer and coagulant chemicals is requested. F'ISCAL.ISTAFF'ING STATEMENT: It is estimated that the cost of the chemicals is $219,303. The exact cost will be based on the quantities ordered. Funds are budgeted in various Utility Department accounts for these materials. BACKGROUND: On January 25, 2011, bids were opened for the purchase of various chemicals used at the treatment facilities. Harcros Chemicals submitted the lowest responsive bid. The bid can be annually renewed for a total of three years, or subject to extension by the City Commission. The City of Sanford received a letter dated August 31, 2017, confirming the rollover/extension of the existing contracts which expired on September 30, 2017. All terms and pricing remain the same as the existing contract. This renewal will be from October 1, 2017 to September 30, 2018. All terms of the original agreement remain in place. Due to the total cost of the purchase exceeding $50,000, City policy requires approval by the City Commission. LEGAL, REVIEW: Chinchor Electric, Inc. Piggyback Contract (PBA 17/18-07) The City of Sanford ("City") enters this "Piggyback" Contract with Chinchor Electric, Inc. (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 Seminole County, said contract being identified as "For Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GCM", as amended, (said original contract being referred to as the "original government contract"). 2. The original government contract documents are 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: (state N/A if this is not applicable). NIA. 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: (state N/A if this is not applicable). NIA. d) 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 Iftikhar, P.E., Public Works Director, City of Sanford, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688-5000 (Extension 5421) and whose e-mail address is BILAL.IFTIKHAR@Sanfordfl.gov. e) 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. f) Notwithstanding any other provision in the original government contract to the 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 respect to any dispute resolution, including litigation. g) 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 agency. h) IF THE CONTRACTOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, CYNTHIA PORTER, CITY CLERK, CITY OF Sanford, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, PORTERC@SANFORDFL.GOV. i) 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.// day of 17. Attest: Maria'h Anselmo Secretary Attest: Chinchor EI ':r c, Inc., a Florida corporati r� Ti Chninchor Dir or/Pr��sid nt/Trea ,urer Date: t 1 f 121) l i II City Of Sa C'110� 62A By: Cyn is Porter, City Clerk Jeff Triplett, Date: i "fir+ Ir � "�, ;,q�'' I� � �``, �' � i Exhibit "A" [Attach original government contract] FIRST AMENDMENT TO TERM i t tPURCHASE OrF TRAFFIC SIGNALS SYSTEMS AND EQUIPMENT 1( 9 THIS FIRST AMEJ NT is made and entered into this A day of 641047266 , 20 and is to that certain Agreement made and entered into on the 111 day of October, 2015, between CHINCHOR ELECTRIC, INC., whose mailing address is P.O. Box 4311, Enterprise, Florida 32725, hereinafter referred to as "CONTRACTOR", and SE OLE 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". WHEREAS, CONTRACTOR and COUNTY entered into the above referenced Agreement on October 1, 2015 to provide traffic signals systems and equipment; and WHEREAS, the parties desire to amend the Agreement so as to revise the Public Records Law to reflect the current requirements under the law, amend the Agreement's fee schedule, and to enable both parties to continue to enjoy the mutual benefits the Agreement provides; and WHEREAS, Section 21 of the Agreement provides that any amendments shall be valid only when expressed in writing and duly signed by the parties, NOW, THEREFORE, in consideration of the mutual understandings and agreements contained herein, the parties agree to amend the Agreement as follows: 1. Section 25 of the Agreement is hereby amended to read: Section 25. Public Records Law. (a) CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statues, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling I' Amendment to IFB-602346-15/GCM Page 1 of 4 CERHHED CONY MARYANNE MORSE Clerk of Circuit Court and Comptroller SEMIN UN' FLORIDA BY TY CLERK of the materials created under this Agreement and that said statute controls over the terms of this Agreement. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with all re- quested public records in CONTRACTOR's possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes. (b) CONTRACTOR specifically acknowledges its obligations to comply with Section 119.071, Florida Statutes, with regard to public records and shall: (1) keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement; (2) provide the public with access to public records on the same terms and con- ditions that COUNTY would provide the records and at a cost that does not exceed the cost pro- vided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure public records that are exempt or confidential and exempt from pub- lic records disclosure requirements are not disclosed, except as authorized by law; and (4) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public rec- ords to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any dupli- cate public records that are exempt or confidential and exempt from public records disclosure re- quirements. If CONTRACTOR keeps and maintains the public records upon completion of this Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY. I` .Amendment to IFB-602346-15/GCM Page 2 of 4 '4 (�N %,-) Failure to comply with this Section shall be deemed a material breach of this Agree- ment for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in See - tion 119.10, Florida Statutes. A PURCHASING AND CONTRACTS MANAGER, AT 407-665-71169 RHOOPERASEMINOLECOUNTYFL-GOV, PURCHASING ANT, CONTRACTS DIVISION, 1301 EAST,SECOND STREET, SANFORD, FL 32771. 2. Exhibit A of the Agreement is amended by deleted the Fee Schedule portion of Exhibit A and replacing the Fee Schedule as indicated in the Exhibit A attached hereto. 3. Except as herein modified, all terms and conditions of the Agreement shall remain in M force and effect for the term of the Agreement as originally set forth in said Agreement. IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein expressed. ATTEST: �ecr—elary (CORPORATE SEAL) C CHINCHOR �TR9 TRI HINC aHOR1, INC' By: \/President Date:(a 1" Amendment to IFB-602346-15/GCM Page 3 of 4 I 014 i ME M-11 For the use and reliance of Seminole County only. Approved as to form and legal sufficiency. R County Attorney SEMINOLE COUNTY, O• --�, RAY Contracts t� r Date: PG/1pk 10/28/16 P:\Users\L.egal Secretary CSB\Pu rchasing 2016\l B-602346 lam Chmchordom Attachment: Exhibit A — Fee Schedule I" Amendment to IFB-602346-15/GCM Page 4 of 4 EXHJB[T'A' Sr. PmmmwlwtAlWjrt 407 711 o - phone 407-60-70M - Fax � ino tyA.pov r P.O. BOX 4311 x_306-774 -7223 ., a ,.�"im: X e.+ a s;� P ci CE7 in m " v V- CO; 0 (N co CV v CA s 06 N Cr 1 o A �z IO_ . C"! co M00 co cl co L6 C6 c(p IN 4m, %16% lot - co W F- A 8 9 UCR m Kn " C) 8 ,z 66 CV 1* cl� C4C6 C) 2 6 9 m — 's co C M co -7 tF co L6 m .i C6 Lo V3, 6% 40� t4 QV* Gq� V%� w fip, 611V w 6& ui E luf: T E a! 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QM !V� !46 Q !o)f r r r r r T r -------- T r r r r r r w w T r r a- w r T w r -------- LL I LL L`d. E w a ZEE ti u LL L- ME lia! tl W E Ur-, 7 E LL R E W a a E L Y: ��f LL LL LL iL LaL LL A R 3til Q 4 Q V t1 Fnaa�Fa � tomo ',�Q{ � 'axe t1ltuw0 W m vocn i e 'c C Frs � Uj �� � cx m ad 4 45° 3 a W � ��� ��J ��r ]Jul i -.t ..1� �..t J -j J -4�U f1I W Lf1 LU T M V SD cc '.}J,,, iC77 © C3 1c17 51 ,'{,ylp,' C] C1O rte g _Tr tii r1 w1 K3 r1 Yl rr1 4� 4e7 ri +�9 r tT! ) 10 1 wL ItJ 4�1 r ti'i ri in i lid! V�p i W y� hha~ r..n ti r+. titin. s-r.tih P-ht.P�n1�P.�. h hs.L�.r..N. W 0 TERM CONTRACT FOR PURCHASE OF TRAFFIC SIGNALS SYSTEMS AND EQUIPMENT (IFB-602346-15/GCM) THIS AGREEMENT is dated as of the l day of (C 20 ;J-5-, by and between CHINCHOR ELECTRIC, INC., duly authorized to conduct business in the State of Florida, whose mailing address is P.O. Box 4311, Enterprise, Florida 32725, 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 traffic signals systems and equipment for Seminole County; and WHEREAS, COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, CONTRACTOR is competent, qualified, and desires to provide equipment 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 L Services. COUNTY does hereby retain CONTRACTOR to furnish equipment 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. Required equipment shall be specifically enumerated, described and depicted in the Release Orders authorizing delivery of specific CERTIFIED COPY Term Contract for Purchase of Traffic Sigwds Systems and Equ�"pm ttrAMt murcat (IFB-602346-15/GCM} 4,$r of Ir !t Court a Comptroller Page 1 of 19 SEM O COUNTY, FLORIDA equipment. 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 renewal 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 equipment 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 equipment 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 B. Each Release Order shall describe the equipment required, state the dates for delivery of equipment 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 Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GCM) Page 2 of 19 Section 4. Time for Completion. The equipment to be provided by CONTRACTOR shall be delivered, as specified in such Purchase Orders, as may be issued hereunder within the time specified therein. Section 5. Compensation. COUNTY agrees to compensate CONTRACTOR for the services provided for under this Agreement on a "Fixed Fee" basis. When a Release Order is issued on a Fixed Fee basis, then the applicable Release Order Fixed Fee amount shall include any and all reimbursable expenses. The total compensation paid to CONTRACTOR pursuant to this Agreement shall not exceed the amount budgeted annually for the purchase of traffic signals systems and equipment. Section 6. Payment and Billing. (a) CONTRACTOR shall supply all equipment required by the Release Order, but in 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 equipment 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 equipment actually delivered. (c) Payments shall be made by COUNTY to CONTRACTOR when requested as equipment is 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 equipment provided, the cost of the equipment therein, the name and address of CONTRACTOR, Release Order number, Contract number, and any other information required by this Agreement. Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/CCM) Page 3 of 19 The original invoice and one (1) copy shall be sent to: 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 Public Works Department 200 West County Home Road Sanford, Florida 32773 (d) Upon review and approval of CONTRACTOR's invoice, COUNTY shall, in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes, pay CONTRACTOR the approved amount. Section 7. General Terms of Payment and Billing. (a) Upon satisfaction delivery of equipment required hereunder and upon acceptance of the equipment 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 will 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 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) above. (c) CONTRACTOR agrees to maintain all books, documents, papers, accounting records and other evidence pertaining to equipment provided under this Agreement in such a Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GCW Page 4 of 19 I anner as will readily conform to the terms of this Agreement and to make such materials 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 this Agreement 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 for in subsection (c) above reveals any overpayment by COUNTY under the terms of this Agreement, CONTRACTOR will refund such overpayment to COUNTY within thirty (30) days of notice to CONTRACTOR by COUNTY. Section 8. Responsibilities of CONTRACTOR. Neither COUNTY's review, approval, or acceptance of, nor payment for any of the equipment delivered will 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 shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specification, reports, estimates, summaries and any and all such other information and materials of whatever Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-151GCK Page 5 of 19 type or nature as may have been accumulated by CONTRACTOR in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of COUNTY, CONTRACTOR shall be paid compensation for equipment delivered 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, 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 for 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 20. 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. Term Contract for Purchase of Traffic Signals Systems and Equipment On-602346-15/GCM) Page 6 of 19 Section 11. Equal Opportunity Employment. CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement 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. Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GCM) Page 7 of 19 (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. (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 nor 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. Term Contract for Purchase of Traffic Signals Systems and Equipment (IM-602346-15/GCM Page 8 of 19 ' (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 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 of insurance has been provided. (2) The Certificate of Insurance 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 of Insurance 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. Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-1 S/GCM) Page 9 of 19 (4) Neither approval by COUNTY nor failure to disapprove the insurance fiunished by CONTRACTOR shall relieve CONTRACTOR of its full responsibility for performance of any obligation, including CONTRACTOR's indemnification of COUNTY under this Agreement. (b) Insurance Company Requirements. 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 Florida Office of Insurance Regulation. (2) In 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 Term Contract for Purchase of Traffic Signals Systems and Equipment (LFB-602346-15/GCM) Page 10 of 19 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 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/Ernployer'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 Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GChO Page 11 of 19 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: $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 Times (2x) 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 Term Contract for Purchase of Traffic Signals Systems and Equipment (iFB-602346-15/GCM) Page 12 of 19 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. (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 times (3x) the per -accident limit required and shall apply separately to each policy year or part thereof. shall be: (C) The minimum amount of coverage under the Business Auto Policy 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. Term Contract for Purchase of Traffic Signals Systems and Equipment (1FB-602346-15/GCM) Page 13 of 19 (f) 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. 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. COUN'T'Y 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 materials 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 Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GCM) Page 14 of 19 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 representative shall have the authority to transmit instructions, receive information and interpret and define COUNTY's policy and decisions pertinent to the 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 CONTRACTOR 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 Teras Contract for Purchase of Traffic Signals Systema and Equipment (IFB-602346-15/GCM) Page 15 of 19 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' 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 COUN'T'Y. 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. (a) CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statues, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is rewired to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. (b) CONTRACTOR specifically acknowledges its obligations to comply with Section 119.071, Florida Statutes, with regard to public records and shall: (1) keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement; (2) provide the public with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; Term Contract for Purchase of Traffic Signals Systems and Equipment (iFB-602346-15/GCM) Page 16 of 19 (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; and (4) meet all requirements for retaining public records and transfer, at no cost to the COUNTY, all public records in possession of CONTRACTOR upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to COUNTY in a format that is compatible with the information technology system of COUNTY. (c) Failure to comply with this Section shall be deemed a material breach of this Agreement, for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. 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 Term Contract for Purchase of Traffic Signals Systems and Equipment (IFB-602346-15/GCM) Page 17 of 19 COUNTY of copyright or patent infringement, COUNTY shall promptly provide written 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 Public Works Department 200 West County Home Road Sanford, Florida 32773 For CONTRACTOR: Chinchor Electric, Inc. P.O. Box 4311 Enterprise, Florida 32725 Section 29. Rights At Law Retained.. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law. Term Contract for Purchase of Traffic Signals Systems and Equipment (1FB-602346-15/GCM) Page 18 of 19 IN WMESS WHEREOF, the patties hereto have made and executed this Agreement on the date below written for execution by COUNTY. ATT1?ST: CHINCHOR (C6JkQR.A.TE SEAL) s v lam^ n w. y . '9 r �,a• � 7 . t tr,IS � ail VU I For the use and reliance of Seminole County only. Approved as to form and FO f fi t ' 1► HO and Contructs Date:l�/ legal suit Co rney 220116 91 M5 POsaiVAp!Sw atayt SBTumrasiug2015UFB-60 3a5Mwhx.aoo Attachments: Exhibit A - Scope of Services and Fee Schedule Exhibit B - Smnple Release Order Term Contract for Purchase of Traffic Signals Systems and Equipment PS-602346-15/GCM) Page 19 of 19 EXHIB(T'A' SUBANIT BIDS TO: Seminole County 1301 E. Second Street Sanford, Florlda 32771 Attn: PURCHASING S CO CTS Contact Gw rs Mfwww' CPPB Sr. PMCUWn d Ana" 407-665-7110 - Phone 407-665.7556 - Fax Wnatrotos 1nokwow yA.gov IFB-602346-15/GCM Term Contract for Traffic Signet Construction and System Communication Equipment IFSki Due ,Date: uo 26.2876 xiiFwnsraro Tkm L_ on o4Public Q lna• Purchasing t4 Contracts ion, PCD Confemnce Room 1301 E. Second Sbvet Sanford, FL 32771 Proposer Name:Federal Empiayer ID Number. Chinchox Electric, Inc, 59-3044703 Mailing Address: P.O. Box 4311 City, State, Zip: Type of Entity (Ciro one): Corporation Partnership ProprietorsNp Joint Venture Incorporated in the State of: 7 or da List of Principals- -Ti=thX.Z Chli3char, - `;U=h3E i- Chi nnhcsr 5q 386-774-7223 .. .# . M77 1 ,r vi Chi The Bidder Is expected to completely analyte the information contained in this Invitation for Bid (IFB) as guidance for the preparation of their written submittal. The Bidder's written bid should be specific, detailed, and complete in order to clearly and fully demonstrate the Bidder's understanding of the requested work and/or delivery requirements. rFE"02M-150CM - Stptal Conshuat m & Sydem Comda Egniprnerd 27 Pact 4 Price Submittal IFB-602346-1610Clitl - Term Contract for Traffic Signal Construction and System Communication Equipment Name of Bidder: Chinchor Electric, _Inc. Mailing Address: P.O. Box 4311, Enterprise, FL 32725 Street Address. 935 Shadick Drive, Orange City,_ FL 3276a City/Stateop: Phone Number ( 386} 774-1020 FAX Number. Q ) 774-7? E -Mail Address: kcapman@chinghorelectric . cam Pursuant to and In compliance with the IFB Documents, the undersigned Bidder agrees to provide and furnish any and all of the labor, material, and tools, equipment, incidentals and transportation servicEs necessary to complete all of the Work required in connection with the required services/commoditles all in strict conformity Bid Documents for the amount hereinafter set forth. The undersigned, as Brier, declares that the only persons or parties interested in this bid as principals are those named herein; that this bid is made without collusion with any person, firm or corporation; and he proposes and agrees, if the bid is accepted, that he/she will execute an Agreement with the COUNTY In the form set forth in the Contract Documents; that he/she will fumish the Insurance Certificates. 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FINANCE DMSION POST OFFICE BOX BOBO PURCHASING AND CONTRACTS DIVISION - AUTHORM SIGNATURE SANFOM FL 527724M fpr, SEMINOLE COUNTY BOARD OF COUNTY COIiAWSSIO[iERS Agfa. PWaW k%QWrM • Phone (407) 8857881 Tema and Conditions 1. AGREELIM. This Purchase order ixdudkV these kms, conditions, arab other referenced documents such as solickeflons, specifications, end responses constitute the soie end entie agreement between the parties herelo. The County does hereby retain the Supplier to furnish those servicesloommodiies and perform those tasks as dwortbed in this pumhw order and as furihar described in the soope of services, ettadrad hereto and Incorporated huh, O applicable. This ower shall be construed and interpreted under the Ism of the State of Florida Jurisdiction and venue, with respect to any suit In connection with this order, shah reside In Seminole County, Florida. 2. DELIVERY OF GOODS :' M SEftMM Failure to deliver the iters or provide the servdes hereby ordered strictly dft the dna specified shall end the County to card this order ireldkV ttne Surlier awoUnWA fhemb% and may charge the Supplier with anyhanessed cast or other Liss haured thereon pursuant to Cuter 672 of rine Florida Statutes, unless defend shipment Is requested and geed lo by the Counly In wm'ting. payment or acceptance of any item after the deicrery hate Ad not constitute a woiver of the County's right to cavicei Dls order with respect to subsoquentcleliverles. 3. WAMAXTY. Suppler WWMM e11 materials and SWAM covered by this order to conform strictly to the, or as or fumshed, and lo be free from latent or patent detects In material Cr wnxkrrenft. If no query Is specified, the Supplier, uvamonts to County that the goods or service shah be of the beat grade of the respective kinds, or wig not or exceed the applicable standards for the Industry represented, and is fit for Counlys padwW Wpm. Super hathar warrants that at the time rim goods or services are accepted by County, they shat hove been produced, sold, delivered; and furnished In strict compliance with all splokable Federal and State lays, municipal omhkiances, rej ulabons. rules, labor agreements, and working =dtiors to which rine goods or services are su*dt. In ackfl6on to, and not len Neth of the above, that at fit tone of acceptance, the god or services are applicable, meet or exceed the applicable standards unposed by (a) Consumer Product Safety Act (b) Occupation] Safety and Health Ad (P Low 91- 5961, as amended, (c) Fair Labor Standards Ac L as amended, and (d) the goods and services lumished hereunder are free at any dins or horns of whatevaa nature whether rightful or oftrwise of any person, corporation, partnership, or association. 4. M3DWATIO.M This order can be modrifed or rescinded only in writing by the parties or their duly authorized agents. 3. TERFMTlOrt. The County may, by written notice to the Slier, terminate ibis oder, len whole or in part, at any One, either for the Courdy's oonvoilence or because of the failure of the Suppiier to fulfill Supp11e'a WOW&A omens. Upon receipt at such rrorice, Supplier shall dswntinnue all deberles affected untass the notice directs otherrrse. in such event, County shag be gable only for materisis or co porvennis procured, or work done, or supplies partially fabricated within the authorization of Drs order, in no evert shag County be liable for incidental or conseWlial damages by reason of such matin. 6. INOMMIFtCATION. SupplIeregraes fo protect Warmly, $ave, and hold harmless County, b ofgm and employees from and all losses, costs, and expenses, and from and against all daft demands, sub, and actions for damages, Inoses, costs, and aMmass and from and against 411 kWAY awards, claims of pa;amt knf ngeme nl, Judgments, and decrees of whatsoever nature for any aid all damages to property of the County or others of whatsoever nature and for any and a11 Injury to any persons arising out of or resudiing from the negligence of Suupphet, breach of this order len the manufacture of goods, from any defect in materbis or wor',mnanshhlp, from the failure of the goods to perform to hs sill capacity as spedDed in the order, sperafkadon, or other data, or from the breach of any express or hpged wunrarts. The remedies afforded to the County by this cause ata cumulve with, and In no way etfed any other eget remedy the County may have under this order or at lair. 7. IKSURANCE. Suppler shall obtain and maintain In force axhedivate Insurance as directed by the County. Soppier may also be required to cam wmlwW compensation insurance in accordance with the laws of the State of Florida. Supplier shag fursh County wNn Certificate of insurance for an service related purchase inters and offer specialized services performed at Stppier's location. Any carOfkosto requested shag be provided b De Purchasing and Contracts Division within ten (10) days from notice. Suppler shall noUty the County in the event of cancellation, material charge, or anarcation relaW to the Suppler's insurance CerOgdate. All potholes ahs narrc Somi vote Cou.4 nus an atdWovml L surod. 8. UPECTION. Ag goods and services are subject to inspection and rejection by the County at any tuna Including during their manufacture, wmmetion, or preparation noWithstanding any prior payment or hspaCft. Without knifing any of the 46 it may have, ria Canty, at is option, may require the Supplier, at the Suppgees dexpanse, to: (a) promptly re* or replace any or all rejected goods, or to sure or re- perform any or all rejected services, or (b) to refund the price of any or all rejected goads or services. Ai such rejected goats MO be held for the s pumpt knspocian at the suppFier's risk. Nothing contained harms shah relieve, In any way, the Suppner from the obligation of testing, Inspection, and Wak our" 9. TA)t.5. &mft a County Government Is a non yp A organization and not pct to 10x. 10, FLOMA PROMPT PAYMIT ,QCT. Suppilers shall be paid In accordance wit rine State of Florida Prompt Payment Act, Section 218.70, Florida Statutes. Upon su *ftslon of proper hvoico(s) to County Finance Department, P. 0. Box 808th, Sardord, Florida 32772. Invoices are to be iriied at the pricxns Wuteted or the purchase order. An invoices rrurst reference Seminole County's order number. it. PAYtaENT i't 7r1.R. i shy be undwstood that the rash discount period to the County will be from the date of the invoice aid not from the receipt of goocislservieas, 12. PRICE PROTECT11W. SWW warrant that the price($) set forth Mein we erprai to the unrest net price and the terms card conditions of sale are as favorable as the pn*s), Wms, arhd wrviltioms aflondiad by the Supplier lo any adw customer for gads or services of comparable grade or duality during the tenor hereof. Slrpptiar agrees that any price reductions made in the goods or services covered by this order, subsequent to its acceptance but prior to payment thesof, will be aWcable to ths order. 13. pAr. "9 J:Piai Sti'PMG. Unless otherwise specified, all products shah be packed, packaged, marked, and otherwise prepared for shipment in a manner that is: (a) in accordance with goad commercial prsubm; and (b) acceptable fo common carriers for shipment at the unrest rate for rine particular product, and In =ordanoe with = regulations, and adequate to Insure safe arrival of the pro" at the nmxad destination arch for storage and protection against r4athar. Supplier she! M', all contakiers with necessary itten9, hand➢ng, and shipping Inicnnallo , and also Dns oder n urnber, data of shiprent, and the name of the consignee and consignor. An kernIzed padtdng meet menet ecuxn"W each shipment. AN shipment, unless specified , shag be FOB destination. t4. Qia;11tflY. Tha quantities of goods, as indicated our the face tereoi, must not be Mmeaded without prior written attoftation tam County. Excess quannthiss my be retuned to Supplier at Su ppiler's muse. 1S. ASSIG E-:17. Suppiiar may not assign, transfer, or subcontract this order or any right or obligation hereunder without County's wrhtetn consent Any tx+r *ted assignment transfer or subcontract shah be nuh and void. % Etwl- 01,4*TUiV N f3 -0-U R. The County is an Equal EmPIDMUA OWorhxdty (EEO) amptW, and as such requkas all Sues or vendors to comply with EEO rsguielon$ with regards to Ander, age, race, veteran status, muxdry of origin, and creed as may be applicable to the Suppler. Any subcontracts etdetad into $11811 make reference to ft douse with the same degree of application be -IV arcoureged. When applicable, the Suppler shag comply with all State and Federal EEO regumans. 17. RKW TO AUD f REf *RD& The County shah be entitled to audit the books and records of Supplier to ria extent that such irks and records mate to the performance of the older or any at nerd to the order. Supplier shall mein such books and recxonls for a period of three (3) yam from the data of 9mmal paynnwa under the order unless the County otherwise authorizes a shotar period In urlKno. 15. FWAL YE.1,11 FUfrfNNG APPROPFUTION. Unless otherwise provided by lat:1, e order for sWilas anhdtor services may he entered kilo for any period of tine deemed to be In the best Interest of the County provided rine terra of the order and condillons of renes or wa nsion, ri any, are kdjdW In the solloblions, and funds are available for Die MW fiscal period of rime .order, Payment and performance Wgattolw for su coseding liscal partods shot be subject lo the annual appropriation by County. 19. FALUREE TO ACCEPT PURCKME ORDEdt. Fallure of the Supplier to accept the oder as specified may be clause for =Mkft of the award. Suppliers who deSauit are subject to suspension motor debarment 2D. ppRF,E,tc n AND PUP:C*in E ORDS^ Loi COMILICT. Whenever the terms and conditions of the Ltei itaster Agreement conflict with any Purchase Oder issued pursuarmt to h, the btehhMaster Agreement snag prevail. ki. FLOR . FMLJ,.' RECO Rl. ACT. Vendor must allow public across to all documents, papers; attars or other material, whether made or recalved in wl*uncDon with rile Purchase Order which are subod to the pathic records act, Chapter 119, Fiofda Statates. Rev. 3n01,