HomeMy WebLinkAbout1907 Atlas Concrete Cemetery Openings, m�
To: City Clerk
1F-: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑ Development Order
❑ Final Plat (original mylars)
❑ Letter of Credit
❑ Maintenance Bond
❑ Ordinance
❑ Performance Bond
❑ Resolution
® IFB 17/18-03 Atlas Concrete
Once completed, please:
❑ Return original
❑ Return copy
❑
Special Instructions:
Please file and keep for City Clerk Records
Thank you!
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From
TADept_forms\City Clerk Transmittal Memo - 2009.doc
❑ City Attorney Signature
® City Clerk Record Keeping
❑ Safe Keeping
❑ City Attorney's Signature
❑ City Clerk's Signature
ate
12111/2017 13:43 City of Sanford - PG (FAX)A07i 885M P.0011005
AGREEMENT BY AND BETWEEN THE CITY OF SANFORD AND ATLAS
CONCRETE PRODUCTS INC. FOR CEMETERY OPENING AND CLOSING OF
GRAVES SERVICES (IFB-17/18.03)
THIS AGREEMENT (hereinafter the "Agreement") is made and entered
into this LL_ day of December, 2017, by and between the City of Sanford, Florida, a
Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300
North Park Avenue, Sanford, Florida 32771, and Atlas Concrete Products Inc., a Florida
corporation, (hereinafter referred to as "Atlas"), whose principal address is 6452 East
Colonial Drive, Orlando, Florida 32607. The CITY and Atlas may be collectively
referenced herein as the "parties".
MrNESSETH:
IN CONSIDERATION of the mutual covenants, promises, and representations
contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows!
Section 1. Recitals. The above recitals are true and form a material part of
this Agreement upon which the parties have relied.
Section 2. Authority. Each party hereto represents to the other that it has
undertaken all necessary actions to execute this Agreement, and that it has the legal
authority to enter into this Agreement and to undertake all obligations imposed on it.
The persons executing this Agreement for each party certify that they are authorized to
bind the party fully to the terms of this Agreement.
Section 3. Scope of Agreement This Agreement Is for opening: and
closing of graves and related services as outlined in the exhibits hereto which exhibits
are the various procurement documents that have been submitted by Atlas or
distributed to potential vendors by the City during the course of the procurement
processes and procedures of the City.
Section 4. Effective Date and Term of Agreement. This Agreement shall
take effect on the date that this Agreement is fully executed by the parties hereto. This
Agreement shall remain in effect for a period of three (3) years with City holding the
option to renew this Agreement for additional one (1) year periods not to exceed a total
of five (5) years. The City will process an addendum/amendment to extend this
Agreement for the additional years if it elects to do so. The City may terminate this
Agreement on the basis of cause or on the basis of its convenience. Notwithstanding
the provisions hereof, the indemnification provisions and insurance provisions of the
standard contractual terms and conditions referenced herein shall not terminate and the
protections afforded to the City shall continue In effect subsequent to such services
being provided by Atlas No services have commenced prior to the execution of this
Agreement that would entitle Atlas for any compensation therefor.
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Section 5. Compensation. The parties agree to compensation as set forth
in each work order issued by the City; provided, however, a total of more than
$37,000.00 shall not be expended per annum (absent expressed written approval by the
City) and the aggregate not to exceed amount shall be $111,000.00 (for the initial three
(3) year term). Upon the City exercising its option for additional terms, the parties shall
negotiate pricing for an additional year or years relative to which pricing shall not
exceed the per annum amount set forth above.
Section 6. Standard Contractual Terms and Conditions. All "Standard
Contractual Terms and Conditions", as provided on the City's website, apply to this
Agreement, Such Terms and Conditions may be found at the City's website
(www.SanfordFL.gov). The parties shall also be bound by the purchasing policies and
procedures of the City as well as the controlling provisions of Florida law. Work orders
shall be used, in accordance therewith (the term "work order" shall include "purchase
orders" issued by the City — in whatever form), in the implementation of this Agreement.
The City's terms and conditions shall prevail as to the governing terms and conditions of
this Agreement and any terms or conditions set forth in any document of Atlas shall not
prevail over the aforementioned City's "Standard Contractual Terms and Conditions'
and it shall constitute a breach of contract to attempt to assert any alternative terms or
conditions.
Section 7. Atlas's Mandatory Compliance with Chapter 119, Florida
Statutes, and Public Records Requests.
(a), In order to comply with Section 119.0701, Florida Statutes, public records
laws, Atlas shall:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to perform the service,
(2). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(3). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by
law.
(4). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records In possession of Atlas upon termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be
provided to the City in a format that is compatible with the information technology
systems of the City,
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(b). If Atlas does not comply with a public records request, the City shall
enforce the contract provisions in accordance with this Agreement.
(c). Failure by Atlas to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Atlas shall promptly provide the City with a copy of any request
to inspect or copy public records in possession of Atlas and shall promptly provide the
City with a copy of Atlas's response to each such request.
IF THE CONTRACTOR/ATLAS HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE CONTRACTOR'S (ATLAS'S)
DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT (407) 688»5012, CYNTHIA PORTER, CITY
CLERK, CITY OF Sanford, CITY HALL, 300 NORTH PARK
AVENUE, SANFORD, FLORIDA 32771,
PORTERC@SANFORDFL.GOV.
Section 8. Notices.
(a), Atlas agrees that It shall send notices and invoices to, and shall conduct
all business with, the City to the attention of Bllal Iftlkhar, P.E., Public Works Director,
City of Sanford, 300 North Park Avenue; Sanford, Florida 32771, telephone number
(407) 688-5000 (Extension 5421) and whose e-mail address is
BILAL.IFTIKHAR@Sanfordfl.gov.
(b). The City agrees that it shall send notices to, and shall conduct all business
with, Atlas by directing all communications to Atlas to its United States address above
with Atlas providing a direct contact name, telephone number and email address for
local contact who is readily accessible to the City; provided, however, that the City may
provide notice to Atlas at any address that has been provided to the City or which the
City finds to exist on Atlas' corporate Web site or the Web site of a governmental body
on which corporate registration information is maintained.
Section 9. Time Is of the Essence. Time is hereby declared of the essence
as to the lawful performance of all duties and obligations set forth in this Agreement.
Section 10. Entire Agreement(Modification. This Agreement, together
with all "Standard Contractual Terms and Conditions", as provided on the City's Web
site, and including, without limitation, the exhibits hereto, constitutes the entire
integrated agreement between the City and Atlas and supersedes and controls over any
and all prior agreements, understandings, representations, correspondence and
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1211112017 13:44 City of Sanford - PG TAX)4076885M P.0041005
statements whether written or oral in connection therewith and all the terms and
provisions contained herein constitute the full and complete agreement between the
parties hereto to the date hereof. This Agreement may only be amended, supplemented
or modified by a formal written amendment of equal dignity herewith,
Section 11. Sevemblilty. If any term, provision or condition contained In
this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of
this Agreement, or the application of such term, provision or condition to persons or
circumstances other than those in respect of which it is invalid or unenforceable, shall
not be affected thereby, and each term, provision and condition of this Agreement shall
be valid and enforceable to the fullest extent permitted by law when consistent with
equity and the public interest.
Section 12. Waiver. The failure of the City to insist in any instance upon
the strict performance of any provision of this Agreement, or to exercise any right or
privilege granted to the City hereunder shall not constitute or be construed as a waiver
of any such provision or right and the same shall continue in force.
Section 13. Captions. The section headings and captions of this Agreement
are for convenience and reference only and in no way define, limit, describe the scope
or intent of this Agreement or any part thereof, or in any way affect this Agreement or
construe any provision of this Agreement.
Section 14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same document.
Section 15. Binding Effect. This Agreement shall be binding upon and
Inure to the benefit of the successors in interest, transferees and assigns of the parties.
Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement
and to undertake all obligations imposed on it. The signatories hereof represent that
they have the requisite and legal authority to execute this Agreement and bind the
respective parties herein.
Section 16. Remedies. The rights and remedies of the parties, provided for
under this Agreement, are in addition to any other rights and remedies provided by law
or otherwise necessary In the public interest.
Section 17. Governing law, Venue and Interpretation. This Agreement is
to be governed by the laws of the State of Florida. Venue for any legal proceeding
related to this Agreement shall be In the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida. This Agreement is the result of bone fide arms length
negotiations between the City and Atlas, and all parties have contributed substantially
and materially to the preparation of the Agreement. Accordingly, this Agreement shall
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1211112017 13:44 City of Sanford - PG
TAX)4076885083 P.0051005
not be construed or interpreted more strictly against any one party. than against any
other party and all provisions shall be applied to fulfill the public interest.
IN WITNESS WHEREOF, the City and Atlas have executed this instrument for
the purpose herein expressed.
ATTEST.
r
Cynthia'Porter
City Clerk
Approved as to form and
legal sufficiency.
'William L. Colbert
City Attorney
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Adair A. Payment
Secretaryfrreasurer L
CITY OF SANFORD
By:
Jeff Triplett
Mayor
Date;
ATLAS CONCRETE PRODUCTS INC.
By:
,16idi-ph C. Payment
President/Director
Date: DCopmb-,- jJ,Qo�cl
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