3rd Addendum 09/21/1995b GOUNTy O
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BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289 -6027
FAX (305) 289 -1745
To:
From:
Oannp 3L. Rotbage
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292 -3550
FAX (305) 295 -3660
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852 -7145
FAX (305) 852 -7146
M E M O R A N D U M
James L. Roberts, County Administrator
Attn: Sam Malinowski, Project Manager s,C 0.
Isabel C. DeSantis, Deputy Clerk
Date: August 15, 1995
As you know, at the September 21, 1995 meeting, the Board granted
approval and authorized execution of an Addendum to the Contract
between Monroe County and Buccaneer Courier in order to transfer
Buccaneer Courier to On Time Delivery, Inc., subject to approval
by the County Administrator of evidence of fiscal and performance
ability.
Enclosed please find a duplicate original of the above document
for return to On Time Delivery.
Should you have any questions concerning the above, please do not
hesitate to contact me.
cc: County Attorney
Finance
File
ADDENDUM
THIS ADDENDUM to agreement is made and entered into this .R I ~ day of
September, 1995, between the County of Monroe and Buccaneer Courier.
WHEREAS, Buccaneer Courier desires to sell its assets to On Time Delivery, Inc.; and
WHEREAS, the January 19, 1994 Agreement between the above parties requires
an assignment to be approved by the Board of County Commissioners; NOW THEREFORE
In consideration of the promises contained herein, the parties agree as follows:
1. The January 19, 1994 Agreement between the parties shall be amended to
substitute for Buccaneer Courier, 'On Time Delivery, Inc.' to carry out the promises of
vendor.
2. Assignment by Buccaneer Courier to On Time Delivery Inc. is hereby approved
by the Board of County Commissioners.
3. All other provisions of the Agreement between the parties dated January 19,
1994 remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and
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year first above written.
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(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OFM O~COUN~~
Mayor/C irman
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Deputy Clerk
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AGREEMENT
TIllS AGRERMF.NT made this '2-c,\'f'l/r day of 9"'~r. , 1995, by and u~Lween
BUCCANEER COURIER, INC., hereafter referred to as "SELLER'! , and ON TIME
DEL.rVDRY, INC., helell.fter referred to as "BUYER".
WITNESSTH
WHEREAS, the parties desire to modifY the Agreement For Sale and Purchase executed on
Lht: . e-~ \"\.\- day of September 1995.
NOW, TIffiREFORE in consideration of sum of $10:00 and other good and valuable
considerations, receipt of which is hereby ncknowledged, as well as the UluLwU covenants
contained herein the parties agree as follows:
,
1 . The above recitals are true and correct.
2. As part of the closing which has taken place on the: date of ~t;wLiun of this agreement, the
Buyer agrees to pay to the Seller 10% of the gross sales generated by each customer shown on
the current customer/cbent list wtuch IS attached to this agreement during each of the 24 months
following the clos~ date. Buyer shall make monthly payment.s to the Seller for the 10% of the
gross sales to the customers on the customer list, the first such payment being due on the 15th day
of November, 1995. and one such payment being dut: VII t.h~ 15th day of each consecutive month
thereafter for a period of 24 months. Buyer shall also provide to seller on a monthly basis an
itemized list of blllmgs to all cu~tomers sho'WIJ on tIle customer/client list and to include this with
each monthly payment. Buyer also agreeR to mfotke his sales records available for independent
audit ifrequested by the seller and further agrees that all legal fees, court costs and ot.'1er expenses
incurred to coUect monies due seUc;;;l will b~ oorn by Buyer. It is specifically agreed by Buyer and
Seller that the monthly sales figure is used in calculating monthly payments as based upon billings,
not collections.
3. Seller wan-ants that the financial information provided by seller to buyer by way of gross
billings and financial dOl.,;urmmts, is all true and correct .
4. The parties acknowledge that a contract dispute exists between seller and Integra Care, Inc.,
one of iej:l ('.ustorners, whieh may result in litigation. The claim is in favor of ltt:ll~r and Integra
Care, Inc. has no claim against seller. Seller may pursue his claim and collect monies due him
from IuLt:gI<i Care, Inc., and buyer acknowledges that he has no interest in that claim. Seller
agrees to hold buyer harmless for any 1~a1 costs or other costs incuTTecf in connection with this
dispute.
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5. All accounts receivable and billings which are due for services provided prior to September
3 O. 1995, shall be the property of the seller, a.'1d all monies for services and billings rendered on
September 30, 1995 or thereafter, shall be the property of the buyer.
6. Seller specifically agrees that he shall not, either directly or indirectly, engage in the business of
a deliverY or courier service within the State of Florida for a period of no less than three years
. . .
after closing. The parties acknowledge that a portion of the consideration being paid by Buyer to
SeHer is in pa)ment for this agreement not to compete, and the parti",!: further acknowledge that
the agreement is per se reasonable and agree to be bound by the terms of said agreement.
7. Buyer shall receive ownership and exclusive right to the use of the telephone numbers to wit;
872-0015 and 800~221-0526, and seller shall execute and deliver all documents necessary to
transfer the telephone numbers to the Buyer.
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l$. in the event that Huyer receIves any bonatide invoices or bills for debts incurred by the Seller
prior to September 30, 1995. then Seller shall be responsible for payment of same. Buyer !'ihall
pro\;de copies of the invoices presented to him to Seller within 3 days of receipt of 3affie. Seller
shilll have 10 days after receipt of the bills or invoice$ within Whil;h to either pay tht:Ul UI lU
provide proof to buyer that the invoices are in fact not due and owing. If after the 10 day period,
Seller has not paid the invoices or provided proof to buyer that the invoices or bills are not due
and owing, then Buyer may pay the invoices and setoff ;Iny p:.'lyme'J.lts IIUlde against the payments
next becoming due under the payment obligations as setforth in Paragraph 2 above.
9 The parties agree that the agreements contained in that certain agreement For Sale and
purchase of the business dated the 29th day of September, 1995 shall survive closing and shall
remsln hindine upon the partie's until the te.rms and conditions have been performed.
10. Tn the event that this agreement is breached by either palty and litigation should result
because of said breach, then the prevailing party shall be entitled to a reasonable attorney's fee.
including taxable costs and fees incurred as a result of same.
11. This agreement shall be construed under the laws of the State of Florida.
12. Either party may record the documents in the Public Records of Monroe County.
13 This agreement contain::; the entiro llgrccmcnt between the parties and there are no OJ iiI Ul
subsequent agreements which will modify this agreement unless fully executed in writing by both
parties.
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I]CT -05-1995 09: 32Rr1 FRIJf"l UN I 1 f'lt:. 1.Jt:.L J 'Jt:.t-(\
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14. In the event that any provision of this agreement is deemed to be unenforceahle it l1:hall not
effect the entire agreement.
15. The agreements herein shall be binding upon and inure to the benefit of the respective heirs,
representatives, and assigns of the pa.rtJes.
to by and between the parties on this kq f1r day of ~~ 1995_
Page 3 of4
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STATE OF FLORIDA
COUNTY OF MO~~OE
I HEREBY CERTIFY that on this day personally appeared before me, an officer duly
authorized to administer oaths and take acknowledgments, LOUIS R CERVONE, to me known
to be the individual described in and who executed the foregoing and acknowledged before me
that he executed the same freely and voluntarily for the purposes therein expressed.
IN WITNESS WHEREOF, 1 hereunto set my hand and official sea1 at
,f!Y: Sj J!t:4/.'I f' 4-1-.... ^' said County and State, thi~ 6i' ~ day. of Sept.c:mb~r, 1 ~95
and ne is p~sona11y known or have produced the followmg pIcture Ident1flcatlon
FL,[)r;y" ~_'
"J.'tS "v. JULIA l!. TODD
(Seal~l:~ COMMISSION # CC 377319
.... .~ EXPIRESJUL4.1998
~ &' BONOEO THFHI
'~OJ 'r\.~ ATLANTiC BONDING co,. IN!";
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8.l;y Pu~l.ic, S~l!:.Vf )'l.,
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My Commission Expires:
STATE o.F FLORIDA
r.OUNTY OF MONROE
I HEREBY CERTIFY that on this day perso112.l1y appeared before me, an officer duly
authorized to administer oaths and take acknowledgments, CARL TON L. DRAKE. to me known
to be the individual described in and who executed tbe foregoing and acknowledged before me
that he executed the same freely ar,d yoluntnrily for the purposes therein e"-"pres,sed.
IN WIT::\lbS~ WHER.EUi', I hereunto set my hand and official seal at
iC./, 5i 8~)(. 3, U ~ f L _ said County and State, this .2L7lw.ay of Septembp.r, 1995
and he _ is ~~sonal y known or have produced the. following picture identification
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(Seal)
I\.1y CO~E' . n Expi{JUJA e. Tooe
~ ~ CGMMlSSiON M CC 37731:;
~ ~ EXPIRESJUL4,1998
">} if 8ONOEO 'fI1AU .
OF f\l ATLANTIC 80NOINQ CO., jN('..
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No Public, Stilte of FL .J -'
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BULK SALES AFFlDA VlT
Chapter 676 Florida Statutes
State of Florirla
STATE OFFLORmA
COUNTY OF MONROE
I HEREBY CRRIDY that on this day personally appeared before me, an officer duly authorized to administer
oaths and take acknowledgments, CARLTON L. DRAKE, to mekno'-""t1 to bo: the individ\T~1 de.~ribed in and who
executed the same freely and voluntari!)' for the ptlIpOse$ therein clCpressed and stated:
1. My name is CARLTUN L. DRAKE.
2. I am the owner of 100% ot tile stock oftlleb~ known M BUCCANEER COURIER. INC., AFlorid~
Corporation located in Marathon, Monroe County, Florida. ~
J. There art no creditors of the said business and no money is owed to any individual or entity for goods,
services.. inventory, OJ any other personal property Ul connection with the ~u lJUS.iJ1C$5.
4. This affidavit is being given to LOUIS R. CERVUNe in compliance witll ClIapl\:! 6'76 Florida Stamtcs,
and further to induce the said individual to purchase the assets of the business known as BUCCANEER COURIER.
INC. , A Florida Corporation.
SWORN TO A!\.TD SllR~TBED before me this ""Lq. n+ H_ day of ~~~~-,
1995. Driver's Licc:nse shown as identification. -
IN \\lfI1.l'ESS WHF'RF.OF, I he~to set my hand and official seal at
e,-rS, 8~ ~ APi) r.L-. said w.mty and State. this -z.."'f' da of , ~ l"'"-~ .--> 1995.
nus INSTRUMENT PREP.'\RED BY:
MbYER & ERSJ.<D'\"E, P.A.
ATIORNEY'S AT LAW
RT. 5,OOX 8
BIG PINE KEY, FL 33043
, JEFfREY B. MEYlR
~~ tM CUUSSlaN, ~!Xl'IfICG
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10MB MlU'l1IIl7Y fMlllISlIIWQ.lIIC
TOTAL P.06
DRUG- FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute
287.087 hereby certifies that:
()JJ --rIA-! ~ peLJ/)6R.~
(Name of Bu iness)
1. Publish a statement notifying employees that the unlawful
manufacture, distribution, dispensing, possession, or use of a
controlled substance is prohibited in the workplace and
specifying the actions that will be taken against employees for
violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the
workplace, the business's policy of maintaining a drug-free
workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be
imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or
contractual services that are under bid a copy of the statement
specified in subsection (1).
4. In the statement specified in subsection (I), notify the
employees that, as a condition of working on the commodities or
contractual services that are under bid, the employee will abide
by the terms of the statement and will notify the employer of
any conviction of, or plea of guilty or nolo contendere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled
substance law of the United States or any state, for a violation
occuring in the workplace no later than five (5) days after such
conviction.
5. Impose a sanction on, or require the satisfactory
participation in a drug abuse assistance or rehabilitation
program if such is available in the employee's community, or any
employee who is so convicted.
6. Make a good faith effort to continue to maintain a
drug-free workplace through implementation of this section.
As the person authorized20 si the statement, I certify
this firm complies fully with e above requirements.
__~ _~Aqil~_n
Bidde~gnature
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Date
that
MCP#5 REV. 6/91
...
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
LouI S
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by
for 0 IV T J Nt <2.- n eLl v.e~ 110 c....
. [print name of entity submitting sworn statement]
whose business address is
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Nw IS
L4uiJf!J00ALe..
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and (if applicable) its Federal Employer Identification Number (FEIN) is
65 -611;).7S5
(If the entity has no FEIN, include the Social Security Number of thc individual signing this sworn
statement:
.)
I understand that a "public entity crime" as dcfincd in Paragraph 2H7.I33(l)(g), Florida Statutes. .eans a
violation of any state or fedcrallaw by a I>erson with respect to and directly related to the transacti...r business
with any public entity or with an agcncy or political subdivision orany other state or of/he United States,induding,
but not limited to, any bid or contract for goods or ser}'ic.~s to be provided to any public entity or .. agency or
political subdivision of any other state or of thc UnitCd States and involving antitrust, fraud, tIIeft, bribery,
collusion, racketecring, conspiracy, or material misrepresentation.
I understand that "conricted" or "conviction" as defined in Paragraph 287.133(l)(h), Florida Stat~ means a
finding of guilt or a conviction ofa public entity crime, with or without an adjudication of guilt, in IUIJ' federal or
state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result
of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity Md who has
been convicted ofa public entity crime. The term "affiliate" includes those officers, directors, executi\U,partners,
shareholders, employees, members, and agents who arc active in the management of an affiliate. The oWMrship
by one person of shares constituting a controlling interest in another person, or pooling of equipmCRI or income
among persons when not for fair ptarket value under an arm's length agreement, shall be a prima farie! use that
one pcrson controls anothcr person. A person who knowingly cnters into a joint venture with a persen who has
bcen convicted of a public entity crimc in Florida during the prcccding 36 monltis shall be considered an affiliate.
I understand that a "person" as dcfincd in Paragraph 287. I33( I)(c), Florida Statutes, means any n.l.ral person
or entity organized under the laws of any state or of the United States with the legal power to enter inle a binding
contract and which bids or applicsto bid on contracts for the provision of goods or services let by. pablir entity,
or which otherwise transacts or applies to transact business with a public entity. The term "person" indudes those
officc"rs, ~ircctors, cxecutives, partners, shareholders, employccs, members, and agents who are active in
management of an entity. 1.2.3.4.5.
Based on inrormation and beUd, the statement which I have marked below is true in relation to the entity
submitting this sworn statement. [Indicate which statement applies.)
_ Neither the entity submitting this sworn stat.ement, nor any of its officers, directors, executives,
partners, shareholders, employees, members, or agents who'ane active in the management orthe entity, nor
any afliliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989.
_ The entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management oftheentity, nor an affiliate
of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
_ T~e entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management oCthe entity, or
an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1,
1989. However, there has been a subsequent proceeding before a Hearing Officer oCthe State of Florida,
Division of Administrative lIearings and the Final Order entered by the Hearing Officer determined that
it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor
list. [Attach a copy of the final order)
6. I UNDERSTAND THAT TilE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER
FOR THE PUBLIC ENTITY IDENTIFIED ON PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC
ENTITY ONLY AND, TIIATTHISFORM IS VALID THROUGH DECEMBER31 OFTHECALENDAR
YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE
PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD
AMOUNT PROVIDED IN SECTION 287.017, FLORIDA TA' E FOR CATEGORY TWO OF ANY
CHANGE IN THE INFORMATION CONTAINED IN THI M.
'7:J..
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Sworn to and subscribed before me this () 1 day of
~~
,199r.
Personally known
/
OR Produced identification
(Type or identification)
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Form rUR 7068 (Rev. 06/11/92)
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SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Loui~M
Cervov-€-
w~rrants that he/it h~s not employed,
retained or otherwise had act on his/its behalfariy formet County officer
or employee in violation of section 2 of Ordinance No. 10-1990 or any
County officer or empioyee in violation of Section 3 of ordinance No.
10-1990. For breach or violation of this provision the County may, in
its discretion, terminate this contract without liability and may also,
in its discretion, deduct from the contract or purchase pric~, or
gift, or consideration paid to the
commission, percentage,
otherwise recover, the full amount
er or employee.
Date:
COUNTY OF
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STATE OF
subscribed and sworn to (or affirmed) before
me on S-~t. '3', /99r-
_k\J..l'~ ~. CUOonF
(date) by
(name of affiant).
He/~ is personally known to me e. kaB )__J~ 1
as idpnt1flca~.
(type of identifigation)
MCPt4 REV. 2/92
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