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1870 Galls Inc piggybackTo: City Clerk FSE: Request for Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ City Manager's signature ❑ Final Plat (original mylars) ® RecordingNault ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ❑ City Attorney's Signature ❑ Ordinance ❑ City Clerk's Signature ❑ Performance Bond ❑ Resolution ® Piggyback Contract — Galls, LLC PBA 17/18-06 Once completed, please: ❑ Return original ❑ Return copy Special Instructions: Original contract provided to City Clerk's office for their records. Original Broward Sheriff's Office Contract e-mailed to the City Clerk on 11/29/2017 for records, due to it being over 300 pages long. Please advise if you have any questions regarding the above. Thank you! From T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc Date Contract/Agreement ' TT� ��4 1�Yl�_0� -.__--' Galls,___'_-'��/-_-'-___—_-'------��-- 'L'�O ��4ur AhasmggM��ger Date / - (" � -At— i , ". , , A\ , .4 f , — 1'(� �q � v\ Galls, LLC Piggyback Contract (PBA 17/18-06) The City of Sanford ("City") enters this "Piggyback" Contract with Galls, LLC (hereinafter referred to as the "Vendor"), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: 1. The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the Broward County Sheriffs Office, the Broward County Sheriff being an elected constitutional officer of the State of Florida, said contract being identified as "Agreement by and between The BROWARD SHERIFF'S OFFICE and GALLS LLC", (said original contract being referred to as the "original government contract"). The original government contract is for Web uniform and equipment (Website development and operation, etc.). 2. The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein. 3. Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: a) Time Period ("Term") of this Contract: (state N/A if this is not applicable). N/A. b) Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A. c) Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. d) Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Jim Krzenski, Administrative Services Manager, Sanford Police Department, 815 Historic Goldsboro Boulevard, Sanford, Florida 32771; telephone number: 407.688.5070 (extension 5174), Fax: 407.688.5071, and whose e-mail address is JIMXRZEN51<1@aanfordfl.gov. e) Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. f) Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. g) All the services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. h) IF THE CONTRACTORIVENDOR 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) 688-50125 CYNTHIA PORTER, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 327711 P0RTER9@aANf2R2EL1gQV. i) All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered this day of , 2017. SIGNATURE PAGE FOLLOWS: 3 Attest: 02� 9.1 -- Printed Name: 3%sv00% _V6oAA Authorized Signatory Attest: Galls, LLC, a foreign Limited Liability Company of the State of Delaware. By: Its Manager/Member Galls Intermediate Holdings, LLC, a foreign Limited Liability Company of the State of Delaware from LeAxington, Kentucky By: I "/ t111 Printed Name: C- /I Authorized Sinatory Date: / i- T 1:� City Of Sanford Cynthia Porter, City Clerk Norton N. 8`6napa-ft ",r', ICMA-CM City Manager Date: Approved as to form and legal sufficiency. William L. Colbert City Attorney 11 Exhibit "A" [Attach original government contract]