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2004-45 Department of EiscafServices r WNW WWII/ Purc(asing and Contracts Division FLORIDA'S NATURAL CHOICE' . gthria 9K. Garcia, C' i • LETTER OF Senior Trocurement Analyst • TRANSMITTAL 1101 East First Street Sanford, Florida 32771 • (407) 665 -7123 - Phone (407) 665 -7956 Fax NEW EMAIL ADDRESS • GGarcia@seminokcountg.gov TO: Dade. Paper` Company Attn: Leonard Genet„ President • DATE: June 21, 2004 Re: IFB- 3088- 04 /GMG - Term Contract for Purchase of Paper Towel and Toilet Paper DOCUMENTS ATTACHED: ® Agreement ❑ Close Out Documents' ❑ Scope ❑ Change Order ❑ RFP /PS Documents ® • for your files ❑.Amendment #1 . < ^_: ..ate+- _'.= �ar^�^un ,- - .�.� V �:� sx„ ,<..rt:�. >.. " s - s:.v<'�..�a r�n k... w. es +'s° �,�; ^M14°xt '£.tt Tar .,:e$5Si 4 ,, a r �.�..,�,. -, �r a . ,'. ��m .�s�- r a:a� -. "�„ Kee.". �. ...N:- .,aza�� 3,. -�u� '>f C: Angi Thompson.- Support Services Meloney Lung — Support Services City of Clermont — Public Services Department 0/�-e 7 2 4 ° City of Daytona Beach City of Edgewater — City Hall Legal Finance, Project File • • j PAPER TOWEL AND TOILET PAPER PURCHASE AGREEMENT (IFB- 3088- 04 /GMG) THIS AGREEMENT is made and entered into this /- day of, 4+4/4!'a , 200V , by and between DADE PAPER COMPANY, duly authorized to conduct business in•the State of Florida, whose address is 6918 Presidents Drive, Orlando, Florida 32809, hereinafter called the "CONTRACTOR" and SEMINOLECOUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East ,First Street, Sanford, 'Florida 32771, hereinafter called the COUNTY ". • WI T N E S•S.E T H• - - - WHEREAS, the COUNTY. desires to retain the services of a competent and qualified contractor to provide paper towels and toilet paper for Seminole County; and WHEREAS, the. COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, the CONTRACTOR. is competent and qualified to•provide • paper towels and toilet paper to the COUNTY and desires to provide services according to the terms and conditions stated herein, NOW,- THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the COUNTY and the CONTRACTOR agree as follows: SECTION 1. SERVICES. The COUNTY does hereby retain- the CONTRACTOR to furnish materials as further described in the Scope of Services attached hereto as Exhibit "A" and made a part hereof. Required materials shall be specifically enumerated, described and depicted in the Purchase Orders authoizing performance of the specific task. This Agreement standing alone does not authorize ' perfoimance of any work . or require the COUNTY to place any orders for - work. • CERTffIED COPY MARYANNE MORSE • CLERK Of CIRCUIT COURT ' . 'SEMINOLE COUNTY. k10RIDA BY •e0 4 - .. DEPUTY CLERK SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the COUNTY and` shalt run for a period of three (3) years 'and, at the sole option of COUNTY,' may be renewed for two (2.)' successive periods not to exceed one (1) year each. Expiration of the term of this Agreement shall have no, effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obliga- tions entered therein by both parties shall remain in effect until • delivery and acceptance of the materials authorized by the Purchase 'Order. The first three (3) months of the initial terms shall be . considered probationary; during that period the COUNTY may terminate this Agreement at any time, with or without cause, immediately upon written notice to the :CONTRACTOR. SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for pur chase and- delivery of materials by the CONTRACTOR under this Agreement shall be in the foam of written Purchase Orders issued and executed by the COUNTY and signed by the CONTRACTOR. A sample Purchase Order is attached hereto as Exhibit "B Each Purchase Order shall. describe the materials required and shall state . the dates for commencement and • . completion of work and establish the amount and method of payment. The - Purchase Orders will be issued under and shall incorporate the terms of - this Agreement. The COUNTY makes no covenant or promise as to the number of available Purchase Orders, nor that, the CONTRACTOR will ' perform any Purchase Order for the COUNTY during the life of this Agreement. The COUNTY reserves the right to contract with other parties' for the services contemplated by this Agreement when it is determined by the COUNTY to be in the best interest of the COUNTY to do so. The COUNTY Representative will give the Primary CONTRACTOR first opportunity to perform all available work_ If the COUNTY Representative, at its sole discretion, determines the Primary CONTRACTOR - cannot perform, the • 2 Secondary CONTRACTOR will be contacted to perform the required work. SECTION 4; .TIME. FOR COMPLETION. The services to be rendered by the CONTRACTOR shall be commenced, as specified in such Purchase Orders as may be issued hereunder, and shall be completed' within the time ' specified therein. • SECTION 5. COMPENSATION.' The COUNTY agrees ro compensate the • .CONTRACTOR for the materials called for under' this Agreement on a "Fixed Fee" basis. When a Purchase Order is issued for a "Fixed Fee Basis," then the applicable Purchase Order. Fixed Fee amount shall include any and` all reimbursable expenses. The total compensation paid to the CONTRACTOR pursuant to this Agreement, including reimbursableexpenses, shall not exceed annual budgetary constraints. SECTION 6. PAYMENT AND BILLING. (a) The CONTRACTOR shall perform all work and supply all materi- ' _ als' required by the Purchase Order but, in no event, shall the CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each Purchase Order. (b)' For Purchase Orders issued on a "Fixed Fee Basis," the 'CONTRACTOR. may invoice amount due based-on the percentage of total • Purchase. Order services' actually performed and completed; but, in no event, shall the invoice amount exceed a percentage of the. Fixed Fee amount equal to a percentage of the total services actually completed.'. (c) Payments shall be made by the COUNTY to the CONTRACTOR when ' 'requested as work progresses for services furnished, but not more than ' once monthly. Each Purchase Order shall be invoiced. separately. • - CONTRACTOR shall render to COUNTY, at-the close of each calendar month,' an .itemized invoice properly dated, describing any services rendered and materials supplied, the cost, the name and address of the CONTRACTOR, Purchase Order 'Number, Contract Number and all other information required by this Agreement- The original invoice shall be sent to: Director of County Finance Seminole County Board of County Commissioners Post Office Box 8080 Sanford, Florida 32772 A duplicate copy of the invoice shall be sent to: Administrative Services -- • .200 W. County Home Road Sanford, Florida 32773 (d) Payment shall be made after review and approval by COUNTY ' - "within thirty (30) days of receipt of a proper invoice from the' . CONTRACTOR. - SECTION 7. GENERAL TERMS OF PAYMENT AND BILLING. - ' (a) Upon satisfactory .completion of work required hereunder and upon acceptance of the work by the COUNTY, the CONTRACTOR may invoice the COUNTY for the full' amount of compensation provided for under the terms of this Agreement herein less any amount already paid by the COUNTY. The COUNTY shall pay the CONTRACTOR within thirty (30) days of ' receipt of proper invoice. - - (b) The COUNTY may perform 'or have performed an audit of the records of the CONTRACTOR after final payment to 'support final. payment . hereunder. This audit would be performed at a time mutually agreeable . to the CONTRACTOR and the COUNTY subsequent to the close of the final fiscal period in which the last work is performed- Total compensation to th'e CONTRACTOR may be determined subsequent to an audit as provided for in subsection (b) of this Section, and the total compensation so determined shall be used to calculate final payment to the CONTRACTOR- -Conduct of this audit shall not delay final payment as provided by - subsection (a) of this Section. • (c) The CONTRACTOR agrees to maintain all books, documents, . •papers, accounting records and .other evidences pertaining to work • performed under this Agreement in such a manner as will readily conform to the teimsof this Agreement and to make such materials available at the CONTRACTOR's office at all reasonable times during the Agreement period and for five (5) years from the date of final. payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (d) • In the event any audit or inspection conducted after - final , payment, but within the period provided in paragraph (c) of this'Section reveals any overpayment by the COUNTY under the terms of the Agreement, the CONTRACTOR shall refund' such•overpayment to the COUNTY within thirty (30) days of notice by the'COUNTY. SECTION 8. RESPONSIBILITIES OF THE CONTRACTOR. Neither the COUNTY'S, review, approval or acceptance of, nor payment for, any of services or materials required shall be construed to operate, as a waiver • of any rights under this Agreement nor of any. cause of action arising • but.of the performance of this Agreement and the CONTRACTOR shall be and . • always remain liable to the COUNTY in accordance with applicable law for • - any - and all damages, to the COUNTY caused by the CONTRACTOR'S negligent ' ,or wrongful performance of any of the services furnished under this Agreement. - - SECTION 9. SHARED INTEREST COOPERATIVE PURCHASING (SICOP). SICOP is a standing committee under the East Central Florida .Chapter of the National Institute of Governmental PUrchasing.(NIGP) with a membership of one hundred sixty plus (160 +) entities. The objectives of this Committee are to achieve cost savings by combining requirements into cooperative 'contracts, realizing savings by volume buying, lower administrative cost, and increasing service levels from vendors. The COUNTY acts as the lead agency for the purchase of paper towels and toilet paper. The CONTRACTOR agrees to supply.paper,towels and toilet 5 • paper to the following agencies at the prices as stated in this 'Agree- • ment. (a) City of Clermont Public Services Department • 400 12 Street • Clermont, FL 34711 Phone: (352) 394 -3350 Fax: (352) 394 -8776 (b) City of Daytona Beach 950 Bellevue Avenue' • Daytona Beach, FL :32114 Phone: (386) 671 -8080 (c) City of Edgewater • • City Hall 104 N. Riverside Drive • Edgewater, FL 32132 Phone: (386) 424 -2471 • The CONTRACTOR. shall notify COUNTY when other members of the East , Central Florida Chapter of NIGP request to utilize this Agreement. COUNTY is acting as "Solicitation Agent" for the identified entities and shall not be held liable for any cost, damages, etc. incurred by ,any entity should they enter into any resultant contracts derived from this bid request. COUNTY has the.sole authority to amend this Agreement.. - SECTION 10.' TERMINATION. - (a) The COUNTY may, by written notice to the CONTRACTOR terminate this Agreement or any Purchase Order issued hereunder, in whole or in • part, at anytime, either for the'COUNTY'S convenience or because of the failure of the CONTRACTOR to fulfill its Agreement obligations. Upon ' receipt of such notice, the CONTRACTOR shall immediately discontinue all services affected unless the notice directs otherwise, and deliver to the ,COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by the CONTRACTOR . in performing this Agreement, whether completed or in process. 6 (b) If the termination is for the convenience of the COUNTY, the CONTRACTOR shall be paid compensation for services performed to the date of termination. ' • ( - c) If the termination is due to the failure of the CONTRACTOR to , fulfill'its Agreement obligations, the COUNTY may take over the work and prosecute the same to completion by other Agreements or otherwise. In such case, the CONTRACTOR shall be liable to the COUNTY for all reason - able additional costs occasioned to the COUNTY thereby. The CONTRACTOR shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of the CONTRACTOR; provided, however, that the CONTRACTOR shall be responsible and liable- for the actions of its subcontractors, agents, employees and persons and entities of a, similar type or nature., Such causes may include acts of • 'God or of the public enemy, acts ;of the COUNTY in either it's sovereign or contractual capacity, fires, floods, epidemics, quarantine restric- tions, 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 the CONTRACTOR. ' (d) If, after notice of termination for failure to fulfill its Agreement obligations, it is determined that the CONTRACTOR had' not so failed, the termination shall be conclusively deemed to have been ' effected for the convenience of the COUNTY. In such event, adjustment in the Agreement price shall be made as.provided in subsection (b) of 'this Section. (e) The rights and remedies of the 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.. 11. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the teams of this Agreement conflict with any Purchase Order issued 7 • pursuant_ to it, the Agreement shall prevail. SECTION 12. EQUAL OPPORTUNITY EMPLOYMENT. The 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, disabil ity, or national origin. This provision shall include, but not be • limited to, the fdilowing: employment - upgrading; demotion or transfer; recruitment advertising; layoff or termination; rates •of pay or other forms of compensation; and selection for, training, including appren- ticeship. SECTION 13. NO CONTINGENT FEES. The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona - fide employee working solely for the 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 the 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, the 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 14. CONFLICT OF INTEREST. • (a) The CONTRACTOR agrees that it will, not contract for or accept employment for the performance of any work or service with any individ- ual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to 8 - - • • 'this Agreement with the COUNTY • (b) The 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, the 'COUNTY shall -have the right to terminate this Agreement. • SECTION 15. ASSIGNMENT. This Agreement, or any interest herein, shall 'not be assigned, transferred, or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of - the other party and in such cases only by a document of dignity herewith. • SECTION 16. SUBCONTRACTORS. In the event that the CONTRACTOR, during the course of the work under this Agreement, requires the • services of any subcontractors or other professional ,associates in connection with services covered by this Agreement, the CONTRACTOR must first secure the prior express written approval of the COUNTY. -If 'subcontractors or .'other professional associates are required in connec- tion 'with the "services covered by this Agreement, CONTRACTOR shall remain fully responsible for the services of subcontractors or other, professional associates. SECTION 17. INDEMNIFICATION OF COUNTY. The CONTRACTOR agrees to hold harmless, indemnify the COUNTY, its commissioners, officers, em- ployees, 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 the CONTRACTOR. • • • 9 • SECTION 18: INSURANCE. - (a) GENERAL. The CONTRACTOR shall at the CONTRACTOR'S own cost, procure the insurance required under this Section. , (1) Prior to commencement of work pursuant to this Agree- • ..went, the CONTRACTOR shall furnish the COUNTY with a Certificate',of Insurance signed by an authorized representative of the insurer evidenc- ing the .insurance required by this Section - (Workers' Compensa- tion/Employer's Liability, Commercial General Liability, and Business Auto). The COUNTY, its officials, officers, and employees shall be named additional insured under the Commercial- General Liability policy. The Certificate of Insurance shall, provide that the COUNTY shall be given not less than thirty (30) days written notice prior to the • cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by the CONTRACTOR, the CONTRACTOR shall provide the COUNTY with a renewal or replacement Certificate of Insurance not less than thirty (30) days before expira- tion or replacement of .the insurance for which a previous, certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and that the insurance • is in compliance with the requirements of the Agreement. In lieu of the, statement on the Certificate, the CONTRACTOR shall, at the option of the COUNTY submit a sworn, notarized statement from an authorized . representative of the insurer that the Certificate is being provided in accordance with the Agreement and 'that the insurance is in full compli ance with the requirements of the Agreement. (3.), In addition to providing the Certificate of Insurance, if required by the COUNTY, the CONTRACTOR shall, within thirty (30) days .. after receipt of the request, provide the COUNTY with a certified copy 10 of each of the policies of insurance providing the coverage required by this Section. • (4) Neither approval by the COUNTY nor failure to disap- prove the insurance furnished by a CONTRACTOR shall relieve the CONTRACTOR "of the CONTRACTOR's full responsibility for performance of any obligation including CONTRACTOR indemnification of COUNTY under this Agreement. (b) . INSURANCE COMPANY REQUIREMENTS. Insurance companies provid- ing the insurance under this Agreement must meet the following require- ments: (1) Companies issuing policies other than Workers' Compen- sation must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authorityissued to the , companies by the Department of Insurance of the State of Florida. _. • . Policies for Workers' Compensation may be issued by companies authorized as a group self - insurer by Section 440.57,. Florida Statutes. '(2) In addition; such companies other than those authorized by Section 440.57, . Florida, Statutes, shall have and maintain ,a. Best's. Rating of "A" or better and a Financial Size Category -of "VII" or better 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 insur- ance company shall: 1) lose its Certificate of Authority, 2) no longer comply with Section 440..57, Florida Statutes, or 3) fail'to maintain the • requisite Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon as the CONTRACTOR has knowledge of any such circumstance, immediately notify the 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 11 the CONTRACTOR has replaced. the unacceptable insurer with an insurer acceptable to the COUNTY the CONTRACTOR shall be deemed to be in default . of this Agreement. (c) SPECIFICATIONS'. Without limiting any of the other obliga- tions or liability ;o£ the CONTRACTOR, the CONTRACTOR shall, at the CONTRACTOR'S sole, expense, procure, maintain and keep in force amounts and types of, insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work by the CONTRACTOR and shall be maintained in force until the Agreement completion date. The amounts and types of insurance shall. conform to the following minimum requirements., (1) Workers' Compensation /Employer's Liability. - (A) The CONTRACTOR's insurance . shall cover the 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' Couricil : on Compensation' Insurance, without restrictive endorsements: The 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 the CONTRACTOR and its subcontractors are outlined in subsection (c) below. In addition to coverage for the Florida Workers' Compensa- tion Act, where appropriate, coverage is to be included for the United States Longshoremen and 'Harbor Workers' - Compensation .Act, Federal '- Employers,', 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 12 - .. Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy shall be: $100,000.00 (Each Accident) $100,000.00 (Disease - Policy Limit) $100,000.00 (Disease -Each Employee) (2) Commercial General Liability. (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General .Liability Coverage Fatal (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 the CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess • policy) shall be as follows: LIMITS General Aggregate $Three (3) Times the • Each Occurrence Limit Personal & Advertising $300,000.00 • • Injury Limit Each Occurrence Limit $300,000.00 • (3) Business Policy. (A) The CONTRACTOR'S insurance shall cover the CONTRACTOR for those sources of liability which would be covered by Part IV of'the latest edition of the standard Business Auto Policy (ISO Form CA 00 01) , as filed for use in the State of Florida by the Insurance Services Office, .without the attachment of restrictive endorsements. - 13 Coverage shall include'owned, non -owned and hired autos (B) The minimum limits to be maintained by the 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, the 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 "main tained by the CONTRACTOR shall be .a minimum of three (3) times the per accident limit required and shall apply separately to each policy year or part thereof. (C) The minimum amount of ,coverage under the Business Auto Policy shall be: .. - LIMITS Each Occurrence Bodily $300,003.00 Injury and Property Damage •" •Liability Combined .. (d)- COVERAGE. The insurance provided by CONTRACTOR pursuant to this Agreement shall apply on a primary basis and any other insurance or self- insurance maintained by the COUNTY or the COUNTY'S officials', officers, or employees shall.be excess.of and not contributing with the insurance 'provided by. or on behalf of the CONTRACTOR.. (e) OCCURRENCE BASIS. The Workers'' Compensation Policy and the Commercial General Liability required by this Agreement shall be _provided on an occurrence rather than a claims -made basis. (f) OBLIGATIONS. Compliance with the . foregoing insurance requirements shall not relieve the CONTRACTOR, its employees or agents of liability from any obligation under a Section or any other portions of this Agreement. It shall also be ,the responsibility of the ... CONTRACTOR to ensure that all of its subcontractors performing services . 14 • under this Agreement are in compliance with the insurance requirements of this Agreement as defined above. SECTION 19. .ALTERNATIVE DISPUTE RESOLUTION (ADR). - . ' (a) In the event of 'a dispute related to any perfolwance or ' payment obligation arising under this Agreement, the parties agree to` exhaust COUNTY ADR procedures prior to filing suit or otherwise pursuing legal remedies.- COUNTY ADR procedures for proper invoice and payment • "' disputes are set forth in Section 55.1, "Prompt Payment Procedures," '. , Seminole County 'Administrative Code. Contract claims include all controversies, except disputes addressed by the "Prompt Payment Proce- ' ' dures „” arising under this Agreement with ADR procedures set forth in Sect:ion'220.102, "Contract Claims," Seminole County 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 the COUNTY ADR procedures set forth • An subsection (a) , above of which the CONTRACTOR had knowledge and failed to present during the COUNTY ADR procedures. - - (c) In the event that COUNTY ADR 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 partici- - patingin the mediation. SECTION 20. REPRESENTATIVES OF THE COUNTY AND THE CONTRACTOR.' (a) It is recognized that questions in the day-to-day conduct `of performance. pursuant to this Agreement wil l arise. The COUNTY, upon request by the 'CONTRACTOR; shall designate in writing and shall advise the CONTRACTOR in writing of one (1) or more of its employees to whom 15 • • • all" communicationspertaining to the day -to -day conduct of this Agree - ment shall be addressed. The designated representative shall have the authority to transmit instructions, receive infoimation,and interpret and define the COUNTY'S policy and decisions pertinent, to the work . covered by this Agreement: - - (b) The CONTRACTOR shall, at all times during the normal, work week, designate or appoint one or more representatives , of the CONTRACTOR • who are authorized to act in behalf of and bind the CONTRACTOR regarding " all matters 'involving the conduct of the performance pursuant to this Agreement and shall keep the COUNTY continually and effectively advised of such designation. SECTION 21'. 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 .22. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modifi cation,' 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 23. 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 the CONTRACTOR (including its officers, • employees, and agents) the agent, representative, or employee of the • 16 COUNTY for any purpose, or in any manner, whatsoever . The- CONTRACTOR is to be 'and shall remain forever an independent contractor with respect to all services performed under this Agreement. SECTION 24. EMPLOYEE STATUS. Persons employed by the CONTRACTOR in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment con - .pensation,..civil service or other employee rights or privileges granted to the COUNTY'S officers and employees either by operation of law 'or by the COUNTY. SECTION 25. SERVICES NOT PROVIDED FOR. No claim for services ' furnished by the CONTRACTOR not specifically provided for herein shall be honored by the COUNTY. SECTION 26. PUBLIC RECORDS 'LAW. CONTRACTOR acknowledges COUNTY'S obligations under Article I, .Section 24, Florida Constitution and Chapter. 119,' Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article I, Section-24, Florida Constitution and. Chapter, 119, Florida Statutes,' in the handling of the materials created under - this Agreement -and that said statute' controls over the terms of this .Agreement: SECTION 27. COMPLIANCE WITH LAWS AND REGULATIONS. In providing' all Services .pursuant to this Agreement, the 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, ordi`. nances, rules, or regulations shall constitute a material breach of this Agreement, and shall entitle the COUNTY to terminate this Agreement... immediately upon delivery of written notice of termination to the CONTRACTOR. - - 17 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, with return receipt request -.. ed, addressed to the party for whom it is intended at the place last specified and 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: Administrative Services • . 200 W. County Home Rd. Sanford, FL 32773 FOR CONTRACTOR: Dade Paper Company 6918 Presidents Dr. Orlando, FL 32809 SECTION 29. RIGHTS AT LAW RETAINED. The rights and remedies of the COUNTY, provided for under this Agreement, are in addition and supplemental to any other rights and remedies provided by law. IN WITNESS WHEREOF, the parties.hereto have made / an l d executed this Agr ement on the date below written for - - .ti•. /. the'COUNTY. Willi ss Wag . By LEONARD GEN President Wi..ess j_ G .. - Dat e: Y' 1 18 WITNES ES: - - \ l - SEMIN /OLLEE COUNTY{,,, FFLOORIIDA, . , .1/ / - _ . KEVIN GRACE, County Manager 1 �.lu 2 1 :' � Date �/ — d For the use and reliance Within authority of Resolution of Seminole County only. ."No. 93 -R -71 adopted February 23, 1993. . Approved as to form and legal s orfici- CounOr Attorney AC /lpk $ 5/3/04 ' _ "ifb -3088 Attachments , Exhibit "A "- Sco of Services' Exhibit "B "- Sample Purchase Order • 19 - • . EXHIBIT "A" .. SCOPE OF SERVICES Jumbo Roll Tissue, 2-ply, 4" wide, 3 I /�" core diameter, 12 rolls per case, 1000' per roll; Kimberly Clark 07805 JRT Jr., or equivalent • Brown Roll Towel, 1 -ply 8" wide, 2" core diameter, 12 rolls per case, 400' per roll; Georgia Pacific RK323, or equivalent , Main Street TM1616; 500 2 -ply sheets, 4.5" x 3.75" (11.43 cm x 9.53 cm), .58.59 SF white, or equivalent Envision Acclaim 25190 White C -Fold Towels (natural acceptable); single ply, 10.25" x 13:25" sheet ,size, 240 count pkg, 10•pkg /case, or equiva- lent , • • • • Section 4 Price Submittal PROJECT: Term Contract for the Purchase of Paper Towels and Toilet Paper COUNTY CONTRACT NO. IFB- 3088- 04 /GMG Name of Bidder: Dade Paper Co. Mailing Address: 6918 Presidents Drive ,1 '7 Street Address: City /State /Zip Orlando, FL 32809 Phone Number: i 800 226 -1020 FAX Number; ( 407 ) 857- 8247 Pursuant to and in compliance with the Invitation for Bid, Instructions to Bidders, and the other documents relating thereto, the undersigned Bidder, having familiarized himself with the terms of the Contract Documents, local conditions affecting the delivery, hereby proposes and agrees to perform and to furnish items in connection with the solicitation, all in strict conformity with the Contract. Documents, including Addenda Nos. through _, on file at the Purchasing and Contracts Division for the amount hereinafter set forth. The undersigned, as Bidder, 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 furnish the Insurance Certificates. ' • • All products must meet EPA standards. Toilet paper products must be "septic system friendly" or "septic system compatible ". Bidder must provide manufacturer documentation accordingly with his /her submittal. . - • • . If the Applicant if proposing an equivalent product, the Applicant shall submit a sample of each product with his /her submittal. TOTAL AMOUNT OF BID: $55,59.1.75 Numbers ' • Price Schedule ITEM EST QTY/ U/M DESCRIPTION DELIVERED EXTENDED YEAR - UNIT PRICE PRICE 1 1,640 Cases Jumbo Roll Tissue, 2 -ply, 4" wide, 3 °/2" core diameter. 12 rolls per case, 1,000'.per roll; 17.09 28, 027.60 Kimberly Clark 07805 JRT Jr. or equivalent Celleyne JT100028 2 1,325 Cases Brown Roll Towel, 1 -ply 8" wide, 2" core SCA . diameter. 12 rolls per case, 400' per roll, :tk 11.69 15,489.25 Georgia Pacific RK323 or equivalent 3502E 3 400 Cases Main Street TM1616; 500 2 -ply sheets, 4.5 inx3 .75in(11.43 24.23 9,692.00 white —or equivalent SCA TM1616 4 195. Cases Envision Acclaim 25190 White C- Fold Towels (natural acceptable); single ply, 10.25" x 12.22 2,382.90 13.25" sheet size, 240 count pkg., 10 pkg. /case- or.equivalent SCA CB530 • Total of Bid $55,591.75 • Seminole County does not commit to the quantity to be purchased under this Agreement. The estimated quantities are for information and comparison purposes only • *Minimum order for delivery $250.00. • • IN WITNESS WHEREOF, BIDDER has hereunto executed this FORM this 20th day of Aril , 20 . Dade Paper Co. c ' ' (Name of BIDDER) (Signature of person signing FORM) _ Mark Crnvan (Printed name of person signing FORM) , A , (Title of person signing FO M) • •