Revised Appendix II - Term Agreement (DRAFT).pdf

REVISED

APPENDIX II

Florida Department of Agriculture and Consumer Service

CONTRACTUAL SERVICES AGREEMENT

Florida Forest Service Statewide Wildfire Mitigation Services

This Term Agreement (“Agreement”), made and entered into by and between the Florida Department of Agriculture and Consumer Services, (Department), and _____________________________, (Contractor), and collectively referred to as the Parties.

WHEREAS, pursuant to Invitation to Bid No. ITB FFS 26 27 58 (“ITB”), the Contractor was awarded the opportunity to provide wildfire mitigation services (Services) for the Department / Florida Forest

Service, subject to the Department’s issuance of a purchase order (“PO”) as more particularly described in the 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 Contractor upon the issuance of a PO.

ACCORDINGLY, in consideration of the mutual promises contained in the ITB and the Contractor’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.

COMMISSIONER

WILTON SIMPSON

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:

The terms of this Agreement not incorporated by reference

• Exhibit I – Maximum Rate Unit Price

• Invitation to Bid: ITB FFS 26 27 58 – Florida Forest Service Statewide Wildfire Mitigation

Services (Re-Bid)

• 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)

The Contractor shall not provide any services unless and until the Department issues a PO to the Contractor setting forth the desired services to be provided by the Contractor for the fixed

Maximum Rate Unit Price Per Acre for Service Levels 1 – 4 and the Maximum Rate Unit Price

Per One Tenth (1/10) Mile for Service Level 5 (at the specified ITB) set forth in the Contractor’s response to the ITB. The Department will not be responsible for services delivered prior the

Department’s issuance of a PO for such services. The Department’s execution of this Agreement does not obligate the Department to issue a PO nor guarantee that Contractor will be granted an opportunity to provide services 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 the 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 https://forms.fdacs.gov/01341.pdf https://forms.fdacs.gov/01341.pdf 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.

VII. Liability

The Department shall not assume any liability for the acts and omissions of the Contractor, its affiliates, officers, directors, employees, agents, subcontractors, representatives, and successors. The Contractor shall indemnify, defend, and hold 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.

VIII. Amendments/ Modifications

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

IX. 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 Contractor is _________________ and is located at

Signed by parties to this Agreement:

FLORIDA DEPARTMENT OF AGRICULTURE

AND CONSUMER SERVICES

CONTRACTOR

Signature Signature

Director of Administration

Title

Title

Date Date