APPENDIX III

Florida Department of Agriculture and Consumer Service

VENDOR TERM AGREEMENT

ROAD MATERIAL PRODUCTS

This TERM AGREEMENT (“Agreement”), made and entered into this day of

, 20 by and between the FLORIDA DEPARTMENT OF

AGRICULTURE AND CONSUMER SERVICES, the DEPARTMENT, and

_____________________, the VENDOR.

WHEREAS, pursuant to Invitation to Bid No. ITB FFS 25 26 57 (“ITB”), the VENDOR was awarded the opportunity to provide road material product for the DEPARTMENT/ Florida

Forest Service, subject to the DEPARTMENT’s issuance of a purchase order (“PO”) as more particularly described in ITB; and

WHEREAS the parties wish to enter into this Agreement to establish certain obligations and set forth the duration of the Services to be provided by the VENDOR upon the issuance of a PO.

ACCORDINGLY, in consideration of the mutual promises contained in the ITB and the

VENDOR’s response thereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. Initial Agreement Term.

This Agreement shall be effective upon being fully executed and shall expire on

___________________, unless terminated earlier, extended, or renewed in accordance with the terms hereof.

II. Renewal Term.

Upon mutual written agreement, the parties may renew this Agreement on the same terms and conditions on a yearly basis for no more than three years.

III. Extension Term.

Upon mutual written agreement, the parties may extend this Agreement on the same terms and conditions for a single period only not to exceed six months.

IV. Agreement.

The following documents are incorporated into and made a part of this Agreement, which in case of conflict will have the following order of precedence:

COMMISSIONER

WILTON SIMPSON

• The terms of this Agreement not incorporated by reference

• Exhibit I – Fixed Rate Unit Price

• Invitation to Bid: ITB FFS 25 26 57 – Florida Forest Service – Road Materials –

Chipola Forestry Center

• FDACS-01341 Terms and Conditions

• Vendor’s Response to ITB dated______________.

This Agreement (inclusive of any terms incorporated by reference) supersedes all previous oral or written communications, representations, or agreements on this subject.

V. Purchase Order(s)

VENDOR shall not provide any product unless and until the DEPARTMENT issues a PO to the VENDOR setting forth the location and total number of units per ton to be provided by the VENDOR for the per ton price (at the specified ITB) set forth in the VENDOR’s response to the ITB. The DEPARTMENT will not be responsible for any road material product delivered prior the DEPARTMENT’s issuance of a PO for such material.

DEPARTMENT’s execution of this Agreement does not obligate the DEPARTMENT to issue a PO nor guarantee that VENDOR will be granted an opportunity to provide road material product hereunder.

VI. Termination.

This Agreement may be terminated by either party for its convenience upon giving 30 days written notice to the other party. Further, if CONTRACTOR breaches any of the terms of this Agreement or fails to satisfactorily perform hereunder, then the DEPARTMENT shall have the right to provide CONTRACTOR with written notice of such breach or failure and the opportunity to cure same within a specified time period as determined by the

DEPARTMENT. If the breach or failure is not cured to the DEPARTMENT’s satisfaction within the time period specified in the notice, then the DEPARTMENT shall have all rights and remedies provided at law or in equity, including the following:

a) Temporarily withhold cash payments pending correction of the deficiency by the CONTRACTOR;

b) Assess a financial consequence for non-performance equivalent to 10% of the total invoice amount. If the deficiency is subsequently resolved in writing by the parties, the CONTRACTOR may invoice the DEPARTMENT for the retained amount during the next billing period. If the CONTRACTOR is unable to resolve the deficiency, the funds will be forfeited; and

c) Wholly or partly suspend or terminate this Agreement.

VI. Liability.

The DEPARTMENT shall not assume any liability for the acts and omissions of the

VENDOR, its affiliates, officers, directors, employees, agents, subcontractors, representatives, and successors. The VENDOR shall indemnify, defend, and hold https://forms.fdacs.gov/01341.pdf https://forms.fdacs.gov/01341.pdf harmless the DEPARTMENT and the DEPARTMENT’s employees from and against any damages, losses, or expenses (including attorneys’ fees, paralegal fees, witness fees, and court costs) (collectively, “Losses”) due to claim(s) brought by third party(ies) that arise out of or relate to this Agreement or the Services, except to the extent that the DEPARTMENT or DEPARTMENT’s employees intentionally caused such Losses.

VII. Amendments/ Modifications.

Any changes to this Agreement must be mutually agreed upon and incorporated in written amendments to this Agreement.

VIII. Contract Management.

The designated contact for the DEPARTMENT is XXXXXXXX, Florida Forest Service, 3125 Conner Blvd, Building, Tallahassee, Florida 32399-1650, office number (850) XXX- XXXX, email address XXXXXXXXX@FDACS.gov.

The designated contact for the VENDOR is _________________ and is located at

Signed by parties to this Agreement:

FLORIDA DEPARTMENT OF

AGRICULTURE AND CONSUMER

SERVICES

VENDOR

Signature Signature

Director of Administration

Title

Title

Date Date