Item C22
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: August 15.2007
Division: Public Works
Bulkltem= Yes -X... No
Department: Roads & Bridges
Staff Contact /Phone No.: Beth Leto1292-4560
AGENDA ITEM WORDING: Approval of Second Amendment to Contract Renewal with General
Asphalt Co., Inc., to authorize payment of vendor invoices in the amount of $1,584.49 for asphalt
received and used by the County which exceeded the 1st year's contract payment cap.
ITEM BACKGROUND: The 1st year's agreement included a not-to-exceed payment cap of
$162,500.00. When the 2nd year agreement was amended on May 16,2007, it included authorization to
pay outstanding vendor invoices totaling $39,269.85 which had exceeded the $162,500.00 cap. Staff
recently received two (2) additional invoices totaling $1,584.49 for asphalt already used by the County,
which were not included in the $39,269.85 previously approved for payment and which need to be paid to
the vendor.
PREVIOUS RELEVANT BOCC ACflON: On May 16, 2006, the BOCC approved a one-year
agreement with General Asphalt Co., Inc. for purchase and delivery of asphalt at a fixed price. On April
18, 2007, the BOCC approved the second year renewal agreement, and on May 16, 2007, the BOCC
approved the first Amendment to Contract Renewal.
CONTRACT/AGREEMENT CHANGES: Authorizes payment of outstanding vendor invoices totaling
$1,584.49.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: $1.584.49
BUDGETED: Yes ~ No
102-22503-560630 and 102-22507-560630
COST TO COUNTY: same
SOURCE OF FUNDS: constitutional and
local option gas taxes
REVENUE PRODUCING: Yes No L AMO
APPROVED BY: County Atty.~V OMBlPurchas'
Year
Management _
DOCUMENTATION:
Included x
Not Required_
AGENDA ITEM #
DISPOsmON:
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Con1ract with:
General Asphalt Co., Inc. Contract #_
Effective Date:
Expiration Date:
04118f2007
04/17/2008
Contract Purpose/Description:
Second Amendment to. Contract Renewal to authorize
that exceeded the 1 ear's contract
ent of additional invoices
Contract Manager.
Beth Leto
(Name)
4560
(Ext. )
Public W orkslSto 1
(Department/Stop #)
for BOCC m . on 08/15/07
enda Deadline: 07/31/07
CONTRACT COSTS
Total Dollar Value ofCon1ract: $1.584.49
Budgeted? Yes[8J No D Account Codes:
Grant: $ N/ A
County Match: $ N/ A
Current Year Portion: $1.584.49
102-22503-560630 & 102-22507-560630
ADDffiONAL COSTS
Estimated Ongoing Costs: $---1yr For.
. (Not included in dollar value above) (e.ll.. maintenance. .....1.... . ianitorial, salaries, etc.)
CONTRACT REVIEW
Changes
>>!f Needed
Division Director ~ YesO N00
Risk~ ~a-Ol YesDNog
O.MB~ <l'-l.-o? YesDNo[]
County Attorney 1j2./Y YesO No{jJ/
Comments:
Date Out
O"~
~-o.-o 1
OMB Form Revised 2127/01 MCP #2
SECOND AMENDMENT TO
CONTRACf RENEWAL
(Purchase of Asphalt)
This SECOND AMENDMENT is made and entered into this 15111 day of August. 2007, between MONROE
COUNTY ("COUNTY" or "OWNER"), a political subdivision of the State of Florida, and GENERAL
ASPHALT CO" INC. (''VENDOR'') to the CONTRACT RENEWAL ("RENEWAL") dated April 18, 2007,
as follows:
WHEREAS, COUNlY has budgeted funds to purchase asphalt from the VENDOR for in-house paving
projects, and
WHEREAS, the purpose of this SECOND AMENDMENT is to amend the contract amount in the
RENEWAL to authorize the final amount to be paid to the VENDOR under the RENEWAL.
NOW, THEREFORE, the COUNIT and the VENDOR agree to amend the AGREEMENT
to read as follow:
I. Section 4 of the RENEWAL dated April 18, 2007, as amended May 16, 2007, shall be
further amended to add the following underlined language:
"For the period of May 16,2006 through April 17, 2007, the OWNER shall pay and the VENDOR
shall accept, as full and complete payment for all Type S-ID asphalt ordered and picked up by the
County from the Vendor, the fixed sum of Sixty-Five Dollars ($65.00) per ton. This section shall
specifically allow the OWNER to pay the VENDOR for invoices totaling $39,269.85, from March
12, 2007 through April 17, 2007, during the renewal tenn of April 18, 2007 through April 17 , 2008
and further authorizes the final payment of vendor invoices in the amount $L584.49~ no additional
monies over the $1.584.49 are authorized by this section or under the AGREEMENT."
2. In all other respects, the RENEWAL dated Apri118, 2007, as amended May 16,2007, remains in full force
and effect.
IN WTINESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written
above.
(Seal)
Attest: DANNY L. KOLHAGE, CLERK
BOARD OF COUNlY COMMISSIONERS
OF MONROE COUNlY, FLORIDA
By:
By:
Deputy Clerk
Mayor/Chainnan
Date:
(SEAL)
Attest:
By O~$w
Date: MON~flg~( k'gR~ET
A PROVED AS TO F.
GENERAL ASPHALT CO., INC.
BY~~~
'\J I e. Presi ent
PrintName: ~o~ ~ iJdi1~~
Date: A1vsr;) \ puo?
Amend__. to Cull"" ~
(Purchase of Asphalt)
This Amendment to Contract Renewal dated April 18, 2007. is made and entered into this 16* day of
.MJx, 2007, between MONROE COUNTY, a political subdivision of the State of Florida, hereafter
County or Owner, and GENERAL ASPHALT CO., INC., hereafter Vendor, as follows:
WHEREAS, the County has budgeted funds to purchase asphalt ftom the Vendor for m.bouse
paving projects, and
WHEREAS, the purpose of this amendment to clarify that outstanding invoices during the term
of the original agreement, which are unpaid for the period ofMaroh 12. 2007 though April 17, 2007, for
aspbalt picked up and used by the County for in-house paving projects, should be paid under the renewal
contract, and
WHEREAS, these unpaid invoices shall be paid under the renewal contact and shall count against
the not to exceed cap to be imposed under this amendment,
NOW, TIlEREFORE. the County and the Vendor agree to amend the renewal ~t dated April
18,2007, to read as follow:
I. Section 2 of the contract renewal dated April 18, 2008, shall read:
wrbe Owner shall pay, and the Vendor shall accept, as full and complete payment for all Type s-m
asphalt ordered and picked up by the Comrty from the Vent:b, the fixed sum of Sixty-six and 56/100
Dollars ($66.56) per ton. not to exceed Four Hundred Thousand DoDars ($400,000.00). for the term
of this agreement. These amounts, binding upon the parties for one year, shan not be modified except
by an option to extend this contract, in writing and executed pursuant to BOCC approval."
2. Section 4 is added to the contract renewal dated April 18, 2008, to read as follows:
"For the period of May 16, 20061brough April 17, 2007, the Owner shall pay and the Vendor sball
accept, as full and complete payment for aU Type S-ID asphalt ordered and pt~CkedS ."
from the Vendor. the fixed sum ofSixty-Five Dollars ($65.00) per ton. This IJF
allow the owner to pay the Vendor for outstanding invoices totaling $39.269.85 ~ 1 OO~
through April 17, 2007, during the renewal term of April 18, 2007 through April 17, ~ ~ -:'1
~~: _ 0
'.~". --,
respects, the renewal agreement dated April 18, 2007, remains in fulf~jmd:lUect.;'
/.;'; *~~ OQ..., <"_. :x rr1
>'v' - . ~ : :-1::- ("')
fl') c" f, the parties have hereunto set their bands and seal, the ~ ~ yef1 ~
. p r.. ,J:'" 0
-
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY. FWRIDA
By: ~J:k~
Mayor/Cbairman
(SEAL)
Attest:
By CL wi:
Title: ~ P7r-
CONTRACT RENEWAL
(Purchase and Delivery of Asphalt)
This Contract Renewal is made and entered into this -'!fLday of ~r. I 2007,
between MONROE COUNTY, a political subdivision of the State ofFlori~unty,
and GENERAL ASPHALT CO., INC., hereafter Vendor, in order to renew and amend the
agreement between the parties dated May 16, 2006, (incorporated hereto by reference), as
follows:
I, In accordance with Section 6, TIME, the contract is extended for a one-year period. TIle new
contract term will commence April 18, 2007, and end April 17, 2008.
2. Section 7, The Contract Price and Scope of Services, is amended to read as follows:
"The County shall pay, and the vendor shall accept, as full and complete payment for all
asphalt required by the County, the fixed swn of Sixty-six and 56/100 Dollars ($66.56)
per ton for the term of this agreement. These amounts, binding upon the parties for one
year, shall not be modified except by an option to extend this contract, in writing and
executed pursuant to BOCC approval. The vendor shall deliver Type S-ill Asphalt for
a period of one year to several locations throughout the County. These locations will be
determined by the Owner or its designee at the stated time."
3. In all other respects, the original contract between the parties dated May 16, 2006, remains in
full force and effect.
BOARD OF COUNTY COMMISIONERS
OF MONROE COUNTY, FLORIDA
By: ~~~
MayorIChairman
~
(SEAL)
Attest: ('
BYt~~
~ Ti~--Atfr~ ~'~A-.Jr
o ~ ...;(.~
L' -_"'_.....
L: x: OJ:"";:'"
cc Q... ;,~ ff ::::
L- By: ;;.::;;~::.>
fE :e ..J ~ B Witness
.--.. Tl'~ ;- -l'.I..J
'-' -a:: - ~ 0
L,-! c: ;..:: U a:::
-, ,... <( z
~ _ c 0
~ :I:
By
MONROE COUNTY ATTORNEY
PROVED AS TO FORM:
Purchase of Asphalt at a Fixed Price
Section 08500 - (Sample Agreement)
Standard Form of Agreement
Between Owner and Vendor
Where the basis of payment is a STIPULATED SUM
AGREEMENT
Made as of the
16th day of May in the year of TWO THOUSAND AND SIX.
BETWEEN the Owner:
(Name and address)
Monroe County Board of County Commissioners, ("BOCC")
1100 Simonton Street
Key West, Florida 33040
And the Vendor:
(Name and address)
General Asphalt Co., Inc.
4850 Nonhwest 7r Ave.
Miami, Florida 33166
For the following:
Purchase and Delivery of Asphalt at a Fixed Price to
Monroe County, Florida
Oversight for Owner:
Monroe County Engineer, David S. Koppel, P.E.
Monroe County Engineering Division
1100 Simonton Street
Second Floor-Room 2-216
Key West, Florida 33040
There is no "Construction Manager" or "Architect". any reference to these terms in this document or in any
document pertinent to this project means "Owner", Vendor shall be dealing directly with Owner through its
County Engineer and Engineering Division or bis Designee.
2127/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-1
Purchase of Asphalt at a Fixed Price
1. The Contract and Contract Documents
The contract between the owner and the vendor, of which this agreement is a part, consists of the
contract documents.
2. The Contract Documents
The contract documents consist of this contract, the Request for Bid, Scope of Work: and any addenda,
all bid forms, and section 02513-specifications and any other amendments hereto executed by the parties after
the execution of this Agreement.
3. Entire Agreement
This contract constitutes the entire and exclusive agreement between the owner and the vendor with
reference to the Purchase of Asphalt at a Fixed Price. The Vendor shall submit to Monroe County a Bid for
the purchase of Type S-ill Asphalt at a fixed price for a period of one (1) year. Specifically, but without
limitation, this contract supersedes any bid documents and all prior written or oral communications,
representations and negotiations, if any, between the owner and the Vendor.
4. No Privity with Others
Nothing contained in this contract shall create, or be interpreted to create, privity or any other
contractual agreement between the owner and any person or entity other than the vendor.
5. Intent and Interpretation
This contract is intended to be an integral whole and shall be interpreted as internally consistent.
What is required by anyone contract document shall be considered as required by the contract.
(a) This words "includes," or "including," as used in this contract, shall be deemed to be followed by the
phrase, "without limitation."
(b) The specification herein of any act, failure, refusal, omission, event, occurrence or condition as
constituting a material breach of this contract shall not imply that any other, nonspecific act, failure, refusal,
omission, event, occurrence or condition shall be deemed not to constitute a material breach of this contract,
(c) The words or terms used as nouns in this contract shan be inclusive of their singular and plural fonus,
unless the context of their usage clearly requires a contrary meaning,
6. Time
The contract time is effective for one (1) year. An option to extend the contract by the owner twice
for one year periods is included. This option may be exercised annually upon approval of the BOCC.
7. The Contract Price and Scope of Services
The owner shall pay, and the vendor shall accept, as full and complete payment for all asphalt
required by the County, the fixed sum of Sixty Five Dollars ($~ per ton, not to exceed a total of One
2/27/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-2
Purchase of Asphalt at a Fixed Price
Hundred and Sixty two Thousand Five Hundred Dollars ($162500.00), for the term of this agreement. These
amounts, binding upon the parties fOf one year, shall not be modified except by an option to extend this
contract, in writing and executed pursuant to BOCC approval.
The Vendor shall deliver Type S- m Asphalt for a period of one year to several locations throughout the
County. These locations will be determined by the Owner or it's designee at the stated time.
8. Payment Procedure
The owner shall pay the fixed contract price to the vendor pursuant to the Florida Prompt Payment
Act following receipt of invoice. Invoice shall reference Purchase Order numbers and ticket numbers.
Invoice, shall be submitted to Monroe County at the end of the month of delivery.
9. Governing Law
This contract is governed by the laws of the State of Florida. Venue for all claims or disputes shall be
in Monroe County, Florida. Mediation shall be conducted in accordance with the rules for the Sixteenth
Judicial Circuit, Monroe County, Florida. This Contract shall not be subject to Arbitration.
10. Successors and Assigns
The owner and vendor bind themselves, their successors, assigns and legal representatives to the other
party hereto and to successors, assigns and legal representatives of such other party in respect to covenants,
agreement and obligations contained in this contract. The vendor shall not assign this contract without written
consent of the owner.
11. Public Entity Crime Statement
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may
not submit a bid on a contract with a public entity for the construction or repair of a public building or public
work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as
a vendor, supplier, sub vendor, or consultant under a contract with any public entity. and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida
Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted
vendor list.
By signing below the vendor states that he/she complies with this paragraph.
12. Trench Safety
If applicable to the project. the vendor shall comply with all relevant provisions of the Trench Safety
Act (Sees, 553,60-553.64, Fla. Stat.).
13. Contingency
Monroe County's performance and obligation to pay under this contract is contingent upon an annual
appropriation by the Board of County Commissioners.
2/27/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-3
Purchase of Asphalt at a Fixed Price
14. HOLD HARMLESS
The Vendor covenants and agrees to indemnify and hold harmless Monroe County Board of County
Commissioners from any and all claims for bodily injury (including death), personal injury, and property
damage (including property owned by Monroe County) and any other losses, damages, and expenses
(including attorney's fees) which arise out of, in connection with, or by reason of services provided by the
Vendor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act
of omission of the Vendor or its Subcontractors in any tier, their employees, or agents,
In the event that the service is delayed or suspended as a result of the Vendor's failure to purchase or maintain
the required insurance, the Vendor shall indemnify the County from any and all increased expenses or lost
revenue resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the Vendor is for the indemnification provided
for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement. The provisions of this section shan survive the expiration or
earlier termination of this agreement.
15. INDEPENDENT CONTRACfOR
At all times and for an pmposes under this agreement the Vendor is an independent contractor and not
an employee of the Board of County Commissioners for Monroe County. No statement contained in this
agreement shall be construed so as to find the Vendor or any of hislher employees, contractors, servants, or
agents to be employees of the Board of County Commissioners for Monroe County.
16. ASSURANCE AGAINST DISCRIMINATION
The Vendor shall not discriminate against any person on the basis of race, creed. color, national
origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting. hiring,
promoting, tenninating, or any other area affecting employment under this agreement or with the provision of
services or goods under this agreement.
17. ASSIGNMENT/SUBCONTRACT
The Vendor shall not assign or subcontract its obligations under this agreement, except in writing and
with the prior written approval of the Board of County Commissioners for Monroe County and Vendor, which
approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph
shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall
comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval
shaH in no manner or event be deemed to impose any obligation upon the board in addition to the total agreed-
upon price of the services/goods oftbe Vendor and compensation to County.
2/27/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-4
Purchasc of A~phalt ill ;j Fixed Pri,:c
18. COM1'UANCF. WITH LAW
In providing all services/goods pursuant to this agreement. the Vendor shaH abide by all statutes,
ordinances, rules and regulation pertaining to, or regulating the provisions of, such services, including those
now in cfH::ct and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall
constitu!t.: a material breach of this agreement and shall entitle the Board to terminate this contract
immediately upon delivery of written notice of tennination to the Vendor. The VendoT shall possess proper
licenses to pcrt()fIn work in accordance with these specifications throughout the term ofthis contract
19. INSURANCE
Prior to execution of this !ll:,tfeement, and maintained throughout the life oCtile contract, the Vendor
shall t'urnish to the County Certificates of Insurance indicating the minimum coverage limitation as listed
below:
A. General Liability - include as a minimum:
. Premises Operations
. Products and Completed Operations
· B1ankel Contractual Liability
. Personal Injury Liability
· Expanded Detinition of Property Damage
The minimum limits acceptable shall be $5,000,000 Combined Single Limit
An Occuncnce Form policy is preferred. If coverage is changed to or provided on a
Claims Made Policy. its provisions should include coverage for claims filed on or after the
effective date of this contract. In addition, the period for which claims may be reported should
extend tor a minimwn of 48 months following the tenninatiol1 (lr expiration of the contract.
MONROE COUNTY BOARD OF COUNTY COMM1SSIONERS MUST BE NAMED AS
ADDITIONAL INSURED.
B. Vehidc Liability- include flS a minimum:
. Owned. Non-Owned. am! Hired Vehicles
rile minimum limits acctlptable shal! be $1,000,000 Combined Single Limit
If split limits are provided. the minimum limits acceptahle shall be: $500,000 per Person;
S I ,000,000 per (kcun'cnce; and') I 00,000 Property Damflge.
MONROE COUNTY BOARJ) OF COUNTY COMMISSIONERS ,IJiJUST BE NAMED AS
AJ)DITIONA,L INSVRED.
(', Wnrkcr~ Cnmpensalinn - limit~ ~llfticient to respond to Plorida Slalllfe 440,
III addition. the Vendor shall ohtain Employers' Liability fnsuram:.; wilh limits orllot h:ss than:
2/27/2006
STANDARD AG!{EEMI:!NT BETWEEN OWNER AND VENDOR
00500-5
Purchase of Asphalt at a Fixed Price
$1,000,000 Bodily Injury by Accident
$1,000,000 Bodily Injury by Disease, policy limits
$J,OOO,ooo Bodily Injury by Disease, each employee
Coverage shan be provided by a company or companies authorized to transact business in the
State of Florida and the company or companies must maintain a minimum rating of A-VI, as
assigned by the A.M. Best Company,
If the Vendor has been approved by Florida's Department of Labor, as an authorized self-insurer, the County
shall recognize and honor the Vendor's status. The Vendor may be required to submit a Letter of
Authorization issued by the Department of Labor and Certificate of Insurance, providing details on the
Vendor's Excess Insurance Program.
If the Vendor participates in a self-insurance fund, a Certificate of Insurance win be required. In addition, the
Vendor may be required to submit updated financial statements from the fund upon request from the County.
20. VENDOR'S RESPONSmlLITY
The Vendor warrants that it is authorized by law to engage in the performance of the activities
encompassed herein, subject to the terms and conditions set forth in these contract documents. Vendor shaIl
at all times exercise independent I judgment and shan assume responsibility for the services to be provided.
21. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shan be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following:
FOR COUNTY
Senior Director, Lower Keys Operations
Monroe County Facilities Maintenance
3583 S, Roosevelt Blvd.
Key West, FL 33040
AND
Monroe County Administrator
1100 Simonton Street
Key West, FL 33040
FOR VENDOR
General Asphalt Co., Inc.
4850 Northwest 7200 Ave.
Miami, Florida 33166.
22. CANCELLATION
A) In the event that the Vendor shall be found to be negligent in any aspect of installation,
stocking, maintenance, repair, or service, the County shall have the right to terminate this agreement after five
days written notification to the Vendor.
2/27/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-6
Purchase of Asphalt at a Fixed Price
B) Either of the parties hereto may cancel this agreement without cause by giving the other party sixty
(60) days written notice of its intention to do so.
23. GOVERNING LAWS, VENUE, INTERPRETATION, COSTS, FEES
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of the agreement, the County and Vendor agree that venue shall lie in the appropriate court or
before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to
arbitration.
The County and Vendor agree that, in the event of conflicting interpretation of the terms or a term of this
agreement by or between any of them the issue shaH be submitted to mediation prior to the institution of any
other administrative or legal proceeding.
24. RECORDKEEPING
Vendor shall maintain all books, records, and documents directly pertinent to performance under this
Agreement in accordance with generally accepted accounting principles consistently applied. Each party to
this Agreement or their authorized representatives shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the Agreement and for four
years following the termination of this Agreement. If an auditor employed by the County or Clerk determines
that monies paid to Vendor or not paid to County pursuant to this Agreement were spent for purposes not
authorized by this Agreement or wrongfully retained by Vendor, the Vendor shall repay the monies together
with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were to have been paid.
25. SEVERABlllTY
If any term. covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent
jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be
affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The County and Vendor agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken provision.
26. AlTORNEY'S FEES AND COSTS
The County and Vendor agree that in the event any cause of action or administrative proceeding is
initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's fees, court costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
2/2712006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-7
Purchase of Asphalt at a Fixed Price
27. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit
of the County and Vendoc and their respective legal representatives, successors, and assigns.
28. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of this
Agreement have been duly authorized by all necessary County and corporate or individual action, as required
by law.
29. CLAIMS FOR FEDERAL OR STATE AID
Vendor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal
and state funds to further the purpose of this Agreement; provided that all applications, requests, grant
proposals, and funding solicitations shall be approved by each party prior to submission.
30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
County and Vendor agree that all disputes and disagreements shall be attempted to be resolved by
meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon
within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting
of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the
parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement
or by Florida law. This provision does not negate or waive the provisions of Paragraph 16 concerning
cancellation.
31. COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating to the
formation, execution, performance, or breach of this Agreement, County and Vendor agree to participate, to
the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities
related to the substance of this Agreement or provision of the services under this Agreement. County and
Vendoc specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
32. NONDISCRIMINATION
County and Vendor agree that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has occurred.
this Agreement automatically terminates without any further action on the part of any party, effective the date
of the court order. County or Vendor agree to comply with all Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of
the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
2/2712006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-8
Purchase of Asphalt at a Fixed Price
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and
1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis
of age; 5) The Drug Abuse Office and Treatment Act of 1972 (pL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616) as amended, relating to nondiscrimination
on the basis of alcohol abuse or alcoholism;; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42
USC ss. 69Odd-3 and 29Oee-3), as amended, relating to confidentiality of alcohol and drug abuse patent
records; 8) Title VllI of the Civil Rights Act of 1968 (42 USC s, et seq.) as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990
(42 USC s. 1201 NoteO, as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Any other nondiscrimination provisions in any federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting
discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation,
gender identity or expression, familial status or age. II) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement.
33. COVENT ANT OF NO INTEREST
County and Vendor covenant that neither presently has any interest, and shall not acquire any interest,
which would conflict in any manner or degree with its performance under this Agreement, and that only
interest of each is to perform and receive benefits as recited in this Agreement.
34. CODE OF ETHICS
County agrees that officers and employees of the County recognize and win be required to comply
with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida
Statues, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or contractual relationship;
and disclosure or use of certain information.
35. SOLIClTATIONIPAYMENT
The County and Vendor warrant that, in respect to itself, it has neither employed nor retained any
company or person, other than a bona fide employee working solely for it, 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 it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the
provision, the Vendor agrees that the County shall have the right to terminate this Agreement without liability
and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
36. PUBLIC ACCESS
The County and Vendor shall allow and permit reasonable access to, and inspection of, all documents,
papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119,
Florida Statues, and made or received by the County and Vendor in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Vendor.
2/27/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-9
Purchase of Asphalt at a Fixed Price
37. NON.WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 76828, Florida Statues, the participation of the County and
the Vendor in tbis Agreement and the acquisition of any commercial liability insurance coverage, self-
insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to
contain any provision for waiver.
38. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and
pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of
officers agents or employees of any of any public agents or employees of the County, when performing their
respective functions under this Agreement within the territorial limits of the County shall apply to the same
degree and extent to the performance of such functions and duties of such officers agents, volunteers, or
employees outside the territorial limits of the County.
39. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it
be construed as, relieving any participating entity from any obligation or responsibility imposed upon the
entity by law except to the extent of actual and timely perfonnance thereof by and participating entity, in
which case the performance may be offered in satisfaction of the obligation or responsibility. Fwtber, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and
case law.
40. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of the Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program
contemplated hereunder, and the County and the Vendor agree that neither the County nor the Vendor or any
agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits under this
Agreement separate and apart, inferior to, or superior to the community in general or for the purposes
contemplated in this Agreement.
41. ATfESTATIONS
Vendor agrees to execute such documents as the County may reasonably require, including a Public
Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
42. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any
member, officer, agent or employee of Monroe County in his or her individual capacity, and no member,
officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any
personal liability or accountability by reason of the execution of this Agreement.
2/27/2006
STANDARD AGREEMENT BETWEEN OWNER AND VENDOR
00500.10
Purclwsc of Asrhalt at a Fixed Price
43. EXECUTION rN COlJNl'ERP ARTS
This Agreement may be executed in any number of counterparts, c~\ch of which shall be rcgarded as
an original, a II of which taken together shall constitute one and the same instrument any of the parties hereto
may execute this Agreement by sib'l1ing any such counterpart
44. SECllON HEADINCS
Section headings have been insetted in this Agreement as a mattcr of convenience of rdercnce only,
and it is agreed that such Rection headings arc not a part of this Agreement and will not he llsed in the
interpretation of any provision of Ihis Agreement.
45. . C()NTlNGJ<~NCY STATEMENT
Monroe County's perfonnance and obligation to pay under this contract is contingent upon an annual
appropriation by the Monroe County Board of County Commissitmers,
BOARD OF COUNTY COMMISSIONERS
OF MONROE CO , FLORJDA
By:
at .."
:I: r=
'- rr1
c:: (:)
:z:
N .."
0
::::0
~ ;0
r'1
9 (")
<::>
U't :::.:J
en 0
WITNESS
Deputy Clerk
Datc:~ 'Z..- (".
(SEAL)
Attel:L
VENDOR
Title:
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
.1LA~~Re
SUSAN M, IMSlEY .-y
ASSISTANT COUNTY ATTORNEY
-S-:- / - OC.,
Tille: --.-V.h:I" AeM"fr'/.,t)INY
EN I> OF SECTION 00500
2/27/2006
ST A!'WARD AGREEMENT BETWEEN OWNER AND VENDOR
00500-11