1734 Cairney Consulting, LLC (Sludge Dryer Marketing)Tuesday, December 01, 2015
T®: City Clerk/Mayor
F-o Cairney Consulting, LLC (Sludge Dryer Marketing) Contract
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
® Mayor's signature
❑ Recording
MEMO]
E
Once completed, please:
❑ Return originals to Purchasing- Department
❑ Return copies
Special Instructions: Record keeping — original contract
M a- ari,.w� O rdo-i�
From
T:\Dept_forms \City Clerk Transmittal Memo - 2009.doc
Safe keeping (Vault
Payment Bond
City Manager Signature
City Clerk Attest /Signature
City Attorney /Signature
Date
AGREEMENT BY AND BETWEEN
THE CITY OF SANFORD, FLORIDA AND CAIRNEY CONSULTING, LLC FOR
SLUDGE DRYER MARKETING
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
_LLLdayof JQg&c,, .-� 2015, 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 Cairney Consulting, LLC, a Florida
corporation, (hereinafter referred to as "Cairney") whose address is 1251 Catalina
Boulevard, Deltona, Florida 32725. The City and CAIRNEY may be collectively
referenced herein as the "parties".
MTNESSETH:
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 the following
services and under the following terms and conditions:
(a) Cairney agrees to advertise and market the City's thermal sludge drying
equipment located at the City's South Water Resource Center to be sold at an ultimate
sales price as approved by the City.
(b). Cairney's compensation for the sales effort shall be a 15% commission
taken from the ultimate sales proceeds of the sale which compensation shall be set forth
in a closing statement relating to the closing and implementation of the sale contemplated
herein.
(c). Cairney shall coordinate with Mr. Bill Smith, the City's Purchasing Manager,
to coordinate the implementation of the sale of the City's property and Mr. Smith shall
engage the City Attorney to assist in this process of contract implementation.
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 until June 1, 2016; provided, however, that, the
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indemnification provisions and insurance provisions of the City's standard contractual
terms and conditions shall not terminate and the protections afforded to the City shall
continue in effect subsequent to such services being provided by Cairney No services
have commenced prior to the execution of this Agreement that would entitle Cairney for
any compensation therefor.
Section 5. 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 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.
Section 6. Cairney's Mandatory Compliance with Chapter 119, Florida
Statutes, and Public Records Requests.
In order to comply with Section 119.0701, Florida Statutes, public records laws,
Cairney must:
(a). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to perform the service.
(b). 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.
(c). Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law.
(d). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in possession of Cairney 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.
(e). If Cairney does not comply with a public records request, the City shall
enforce the contract provisions in accordance with this Agreement.
(f). Failure by Cairney to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this Agreement
by the City. Cairney shall promptly provide the City with a copy of any request to inspect
or copy public records in possession of Cairney and shall promptly provide the City with
a copy of Cairney's response to each such request.
Section 7. 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.
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Section 8. Entire Agreement/Modification. This Agreement, together with all
"Standard Contractual Terms and Conditions", as provided on the City's website, and
including, without limitation, the exhibits hereto, constitutes the entire integrated
agreement between the City and Cairney and supersedes and controls over any and all
prior agreements, understandings, representations, correspondence and 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 9. Severability. 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 10. 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 11. 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 12. 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 13. 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 14. 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.
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Section 16. 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 bona fide arms length negotiations
between the City and Cairney, and all parties have contributed substantially and
materially to the preparation of the Agreement. Accordingly, this Agreement shall 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 Cairney have executed this instrument for
the purpose herein expressed.
Attest.
THE CITY OF SAN
By:
LiZELe::� Loz—� Jeff Triplett
Cynthia "Porter, City Clerk Mayor
Dated: .1 Z-11 4"- / �
Approved as to form and legality for
Use and reliance by the City of Sanford, Florida
By:
William L. Colbert
City Attorney
Dated:— I
Attest. CAIRNEY
By:
Paul Cairney, Sole C
Signature Witness # 1 Dated:
Printed Name Witness # I
Signature Witness # 2
F 11/14 ri ter.
Printed Name Witness # 2
Officer
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