1819 Cairney Consulting AGREEMENT BY AND BETWEEN THE CITY OF SANFORD AND CAIRNEY
CONSULTING, LLC
L3:tTHIS AG.REEMENT (hereinafter the "Agreement") is made and entered into this
day of LZIV�12017, 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 authorized to do business in the State of Florida, ("CAIRNEY" throughout)")
whose Florida corporate address is 1251 Catalina Boulevard, Deltona, Florida 32725.
The CITY and CAIRNEY may be collectively referenced herein as the "parties".
WITNESSETH:
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; Direction of Services.
(a). This Agreement is for the following services which shall be ordered and
directed by the CITY by means of purchase orders/work orders:
(i). CAIRNEY agrees to advertise and market the CITY's used equipment at
an asking price as determined by the CITY and an ultimate sales price as agreed by the
CITY.
(ii). 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.
(b). It is recognized that CAIRNEY shall perform services as otherwise
directed by the CITY all of such services to include all labor and materials that may be
required including, but in no way limited to, the services provided by subconsultants as
may be approved by the CITY within the amount of compensation to be paid to
CAIRNEY. The services to be provided by CAIRNEY to the CITY generally related to
consulting services related to financial forecast, rate determination, utility revenue
I I P a g e
bonds or other debt issuance. Specific services and compensation shall be agreed to by
the parties by means of the issuance of work orders.
(c). The City's contact for all purposes under this Agreement shall be the
following:
F. William "Bill" Smith
Purchasing Manager
City of Sanford
Post Office Box 1788
Sanford, Florida 32772
Phone: 407.688.5028
FAX: 407.688.5021
Email: BILL.SMITH@Sanfordfl.gov
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 the services to be provided by CAIRNEY to
the CITY under each work order have been fully performed in accordance with the
requirements of the CITY; provided, however, that, 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 CAIRNEY No services have
commenced prior to the execution of this Agreement that would entitle CAIRNEY for
any compensation therefor. This Agreement shall be a continuing agreement that runs
year-to-year unless terminated by the CITY.
Section 5. Compensation. The parties agree to compensation as set forth
in each purchase/work order issued by the CITY. CAIRNEY's compensation for the
sales efforts shall be a 25% commission taken from the ultimate sales proceeds of the
sales which compensation shall be set forth in a closing statement relating to the closing
and implementation of the sales contemplated herein.
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, in the implementation of this Agreement.
Section 7. CAIRNEY'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, CAIRNEY must:
2 1 P a g e
(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 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.
(b). If CAIRNEY does not comply with a public records request, the CITY shall
enforce the contract provisions in accordance with this Agreement.
(c). 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' response to each such request.
(d).
IF THE CONTRACTOR/VENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE CONTRACTOR'S
(VENDOR'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. 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 9. Entire Agreement/Modification. This Agreement, together
with all "Standard Contractual Terms and Conditions", as provided on the CITY's
website constitute the entire integrated agreement between the CITY and CAIRNEY
_ __31 Page
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 10. 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 11. 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 12. 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 13. 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 14. 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 15. 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 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
41 Page
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:
CITY OF SANFOR
CyrWhia Porter Jeff Triplett
City Clerk Mayor
Date:
Approved as to form and
legal sufficiency.
William L. Colbert
City Attorney , -
ATTEST: CAIRNEY
By:
Paul Cairney '"
it ss Sig ature Sole Corporate Officer
Printed Name: 15. MI(4m Sm r Dated:
5 Page