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1907 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! 0,.j,t, -k �, 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. IIPae 1211112017 13:43 City of Sanford - PG TAX)4076885083 P.00210O5 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, 21Pagc 12111/2017 13:44 City of Sanford - PG (FAX)407688M P.0031005 (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 31Pagc 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 4 1 P a g e 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 "jr1**Aq -"40"Llf 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 5 1 P a g e