2012-50 SUPPLIER AGREEMENT
READY-MIX CONCRETE
THIS AGREEMENT, made and entered into thisay of 2012,
A.D., by and between the City of Clermont 685 West Montrose Street, Cl nt, Florida
(hereinafter referred to as "CITY"), and Titan America, 343 Thorpe Road, Orlando, FL
32824 (hereinafter referred to as "COMPANY").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The COMPANY shall furnish ready-mix concrete to vanous departments of CITY and
perform all of the work described in the bid documents and specifications entitled:
RFB NO. 12-015 Ready-Mix Concrete
as prepared by CITY and its agents and shall provide the products set forth in RFB No.
12-015 and the other Contract Documents are a part of these Documents.
ARTICLE II - THE CONTRACT SUM
The CITY shall pay to the COMPANY for the faithful, accurate and complete
performance of the services contemplated herein and based on authorized and approved
orders for ready-mix concrete as described in the Contract Documents, the sum per order
as determined in accordance with COMPANY'S Price Scheduled included and made a
part of COMPANY'S response to RFB No.12-015 and as set forth in Exhibit "A"
attached hereto and incorporated herein.
ARTICLE III - PROVISION OF SERVICES AND COMPLETION OF WORK
1. The COMPANY shall only provide to CITY ready-mix concrete upon receipt of
an authorized order from CITY and shall provide the requested items in the
timeframe and as set forth in RFB No.: 12-015 or in the specific purchase order or
authorized order submitted by CITY. Nothing herein shall obligate CITY to
purchase any specific amount of product from COMPANY or create an exclusive
purchase agreement between CITY and COMPANY. CITY shall not be obligated
or required to pay for any items received until such time as CITY has accepted the
items in accordance with the order provided to COMPANY.
2. COMPANY, upon receipt of an order hereunder shall immediately notify CITY if
it has an issue or question related to the fulfillment of the order or whether there •
will be any delay in providing the items requested. Failure of COMPANY to so
notify CITY will preclude COMPANY from seeking payment of any kind for any
items that were delayed in delivery. Upon receipt of notification of the delay,
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CITY may at its sole option cancel the order and seek the items from any
available source.
3. It is expressly understood and agreed that the passing, approval and/or acceptance
of any ready-mix concrete herein by CITY or by any agent or representative as in
compliance with the terms of this Contract shall not operate as a waiver by the
CITY of stnct compliance with the terms of this Contract and the CITY may
require the COMPANY replace the accepted ready-mix concrete so as to comply
with the warranties and specifications hereof.
4. COMPANY specifically acknowledges that this Contract does not bind or
obligate CITY to purchase any minimum quantity of product during the term
hereof.
ARTICLE IV - PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, and subject
to additions and deductions as provided, the CITY shall pay the COMPANY within thirty
(30) days of the receipt of COMPANY'S invoice, provided that CITY has accepted the
uniforms that are subject to the invoice and CITY has not objected to payment thereof.
COMPANY'S invoice shall specifically identify each uniform provided and the date
and/or order number as submitted by CITY.
ARTICLE V—TERM
This Contract shall take effect upon the first day of the month after the Contract is
approved by CITY, unless otherwise agreed to in writing by City, and will continue in
effect for one (1) years thereafter, whereupon it shall automatically expire, unless
renewed by CITY as provided herein. Any expiration or termination of this Contract,
including any renewal term, shall continue to remain in full force and effect for the
purposes of any warranty or guaranty period applicable to any order fulfilled by
COMPANY. COMPANY expressly agrees that the pricing as set forth in Exhibit A
hereto, shall remain in effect and constant throughout the entirety of any and all renewal
periods hereunder. CITY at its sole option shall, upon written notice to COMPANY, have
the right to renew this contract for two (2) additional one (1) year terms. Prior to the
expiration of the initial term and any subsequent renewal thereafter, CITY may consider
an adjustment to price based on changes in manufacturer's direct cost, postage rates, the
Consumer Price Index (CPI), minimum wage law as documented by COMPANY. As a
condition precedent to consideration by the CITY, COMPANY shall provide CITY a
written request for adjustment in accordance herewith sixty (60) days prior to the
anniversary date of the contract. Any such request may be approved in the sole discretion
of CITY.
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ARTICLE VI—TERMINATION
CITY may terminate this Contract for cause at anytime and may also terminate without
cause upon thirty(30) days written notice to COMPANY.
ARTICLE VII— DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and COMPANY shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held at Clermont City Hall, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
agreements in any court having junsdiction thereof.
ARTICLE VIII -NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be
deemed given when received by the party to whom it is intended.
COMPANY: Titan America
343 Thorpe Road
Orlando, FL 32824
CITY: City of Clermont
Attn: Wayne Saunders, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX—MISCELLANEOUS
1. Waiver. The waiver by CITY of breach of any provision of this agreement shall
not be construed or operate as a waiver of any subsequent breach of such
provision or of such provision itself and shall in no way affect the enforcement of
any other provisions of this agreement.
2. Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,
or part thereof, shall be deleted or modified in such a manner as to make the
agreement valid and enforceable under applicable law, the remainder of this
agreement and the application of such a provision to other persons or
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circumstances shall be unaffected, and this agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
3. Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
4 Entire Agreement. This agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous agreements between the parties with respect to the
performance of services by COMPANY.
5. Assignment. This agreement is personal to the parties hereto and may not be
assigned by COMPANY, in whole or in part, without the prior written consent of
city.
6 Venue. The parties agree that the sole and exclusive venue for any cause of
action arising out of this agreement shall be Lake County, Florida.
7 Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
8 Records. COMPANY understands and acknowledges that any and all documents
related to the services provided herein, may be considered records that are subject
to examination and production in accordance with Florida's Public Records Law.
Contractor expressly agrees that it will comply with all requirements related to
said law and that it will hold city harmless for any such disclosure related to
Florida's Public Records Law.
ARTICLE X CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as
if herein repeated.
Document Precedence:
1. Contract Agreement
2. Authorized purchase order or similar order form.
3. Al documents contained in RFB No.: 12-015 Ready-mix Concrete any and all
addenda or amendments thereto and COMPANY'S May 2, 2012 response thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
sal
on thiday of 2012.
„_ f Attes ' ' City of Clermont
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; Trac Er oyd, City 41-rk a o d S. Turville, Jr., Mayor
Date: c C c
A e.t: m'
Titan America
401114.- !! /3 Z /u 641/45
Corpora"' Secretary Name & i e
Date 6-15- J Z-
5
EXHIBIT A
SECTION — C
PRICE SCHEDULE
All bid prices shall include any and all freight charges. All products are to be shipped
F.O.B., freight pre-paid, to various job sites located within the City of Clermont limits on
an as needed basis.
L.N. Description Item Price
1 Concrete Mix: Five (5) Sack Mix, Class A, 3,000 psi 7/. 0 o VA6 N sal i
2 Concrete Mix: Six (6) Sack Mix, Class A, 4,500 psi 75.ro .rem,
3 Concrete Mix: Seven (7) Sack Mix, Class A, 5,000 psi 78 o b GAL1i;sR/D
4 Short load: Less than five (5) yard load delivered charge (ac.o D
5 Flowable Fill: Low Strength (max 100 psi, Excavatable) 6V.o o FAMMOS/0
6 Flowable Fill: High Strength (min. 125 psi, Non-
Excavatable) a.5 a PA roofr r�
Grand Total £JQQ.off
Provide name brand of product bid above: PraD.s.% co Yc A bo o e IR-:
Optional Materials:
Quick Set Additive (1%) $ 3.° /Cubic Yard
Fiber Mesh: $ G.5° /Cubic Yard /% au Type: LA F
Plasticizer: $ /• Zs /Cubic Yard
Related Fees:
Fuel Surcharge $ a8• S° AoJvbi O of 0.44-0/
Environmental Charge $ !C. 0 0
RFB No: 12-015
Page 10 of 29
SECTION - C
PRICE SCHEDULE
By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and
is acting in an authorized capacity to execute this response. The respondent also certifies that it can and will provide
and make available,at a minimum,the items set forth in this solicitation
Respondent Information and Signature
Company Name(print): 1 1-A& AvtieA C,4
Street Address S (.Jwy Pe •5t re zoo Peet f.ezo&web' /°433YyJ
Mailing Address(if different)
Telephone I/O 7- 1/90 - (p-M. Fax.
Email: TSzy V a k,/} fil A.A,„H eA,;(4.cps44 Payment Terms: % days,net
FEIN 5't - Ol 2. 17€'L Professional. License No:
Signature (�� ti— Date s•••1—l L
Print Name: 1"--T61041 s Zy,1A V A. Title: Slk(e S f4C P
Does the respondent accept payment using the City's MASTERCARD? ❑ Yes El No
END OF SECTION - C
RFB No: 12-015
Page 11 of 29