1900 Seaboard Distribution Oils/Lubricants 17/18-105PURCHASING DF—PAFzTmF.N.,T.
TRANsMITTAL MEMORANDUM
To: City Clerk
E: 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
® IBR 17/18-105 Oils and Lubricants
Once completed, please:
® Return original
❑ Return copy
El
Special Instructions:
❑ City Attorney's Signature
® City Clerk Record Keeping
❑'`' Safe Keeping
❑ City Attorney's Signature
® City Clerk's Signature
Please sign both enclosed copies of the Agreement and return one (1) to Purchasing.
City Clerk may keep one (1) copy for their records
Please advise if you have any questions regarding the above.
Thank you!
�Amb4 &zzn
From
TADept_forms\City Clerk Transmittal Memo - 2009.doe
0 7,
Date
AGREEMENT BETWEEN THE CITY OF SANFORD AND SEABOARD
DISTRIBUTION, INC.
IBR 17/18-105 - OILS AND LUBRICANTS, ETC.
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
day of -e,6 2018, by and between the City of Sanford, Florida, a
Florida municipality, (hefreinafter referred to as the "CITY"), whose mailing address is
300 North Park Avenue, Sanford, Florida 32771, and SEABOARD DISTRIBUTION,
INC., a Florida corporation authorized to do business in the State of Florida,
("SEABOARD DISTRIBUTION" throughout)") whose Florida corporate address and
contact address is 2520 Knights Station Road, Lakeland, Florida 33810. The CITY and
SEABOARD DISTRIBUTION 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 th6t 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 Goods and Services; Oils
and Lubricants, Etc.
(a). This Agreement is for the goods and services set forth in the attachments
hereto and SEABOARD DISTRIBUTION agrees to provide the goods and services
specified in the attachments for the compensation set forth in those documents.
Additionally, goods and goods and services may be ordered and directed by the CITY
by means of purchase orders/work orders.
(b). It is recognized that SEABOARD DISTRIBUTION shall provide goods and
services as otherwise directed by the CITY and that all of such goods and services to
include all labor and materials that may be required including, but in no way limited to,
the goods and services provided by subconsultants or subcontractors as may be
approved by the CITY.
(c). The City's contact person/project manager for all purposes under this
Agreement shall be the following:
l I Page
Mr. William Getman
Superintendent
Fleet Maintenance
Public Works Department
City of Sanford
City Hall .
Post Office Box 1788
Sanford, Florida 32772
Phone: 407-688-5080 (extension 5411)
Email: rwilliam.getman@sanfordfl.gov
; provided, however, that all notices under this Agreement shall be copied to:
Ms. Marisol Ordonez
Purchasing Manager
Finance -Purchasing Division
City of Sanford
City Hall
Post Office Box 1788
Sanford, Florida 32772
Phone: 407.688.5028
Email: marisol.ordonez@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 be in effect for a term of 1 year and shall not be subject to
renewal; 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 goods and services being provided by SEABOARD DISTRIBUTION. No goods
and services have been provided or commenced prior to the execution of this
Agreement that would entitle SEABOARD DISTRIBUTION for any compensation
therefor.
Section 5. Compensation. The parties agree to compensation as set forth
in the attachments hereto and as may be set forth in each purchase/work order issued
by the CITY.
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. Sanford FL.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 to the
extent deemed necessary by the CITY in its sole and absolute discretion.
__ _ 2 1 P a g e
Section 7. SEABOARD DISTRIBUTION'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, SEABOARD DISTRIBUTION must:
(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 SEABOARD DISTRIBUTION 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 SEABOARD DISTRIBUTION does not comply with a public records
request, the CITY shall enforce the contract provisions in accordance with this
Agreement.
(c). Failure by SEABOARD DISTRIBUTION to grant such public access and
comply with public records requests shall be grounds for immediate unilateral
cancellation of this Agreement by the CITY. SEABOARD DISTRIBUTION shall promptly
provide the CITY with a copy of any request to inspect or copy public records in
possession of SEABOARD DISTRIBUTION and shall promptly provide the CITY with a
copy of SEABOARD DISTRIBUTION's 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,
31nage_
CYNTHIA PORTER, CITY CLERK, CITY OF Sanford, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA
32771, PORTERC a@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 and the attachments hereto (the documents relative to the procurement activity
of the CITY leading to the award of this Agreement) constitute the entire integrated
agreement between the CITY and SEABOARD DISTRIBUTION 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. In
the event that SEABOARD DISTRIBUTION issues a purchase order, memorandum,
letter, or any other instrument addressing the goods and services, work, and materials
to be provided and performed pursuant to this Agreement, it is hereby specifically
agreed and understood that any such purchase order, memorandum, letter, or other
instrument shall have no effect on this Agreement unless agreed to by the City,
specifically and in writing in a document of equal dignity herewith, and any and all
terms, provisions, and conditions contained therein, whether printed or written or
referenced on a Web site or otherwise, shall in no way modify the covenants, terms,
and provisions of this Agreement and shall have no force or effect thereon.
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.
41 Page
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 SEABOARD DISTRIBUTION, 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 SEABOARD DISTRIBUTION have
executed this instrument for the purpose herein expressed.
F -i MIX
Approved as to form and
legal sufficiency.
CITY OF SANFORD
By:
Norton N. Bonaparte, Jr:; CMA -CM
City Manager
Date: z `
51Page
ATTEST.
�4jluf-
David Rowland
Secretary
By:
Duane Rowland
President
Dated:
6 Page