2067 IFB 18/19-05 Aquatic Midge ControlCITY OE
SWORD
FINANCE DEPARTMENT
Thursday, December 20, 2018
PURCHASING DEPARTMENT
TRANsmITTAL MEMORANDUM
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑
Development Order
El
Mayor's signature
❑
Final Plat (original mylars)
F] .
Recording
F]
Letter of Credit
E],
Rendering
n
Maintenance Bond
Safe keeping (Vault)
F]
Ordinance
Deputy City Manager
n
Performance Bond
❑
Payment Bond
F]
Resolution
❑
City Manager Signature
EJ
F]
City Clerk Attest/Signature
n
City Attorney/Signature
Once completed, please:
F1 Return originals to Purchasing- Department
❑ Return copies
Special Instructions:
U&Ld4,e,y 649jao z4ev-
From
SharePoint FinancePurchasingFonns - 2018.doc
�-2D� IIC�
Date
AGREEMENT BETWEEN THE CITY OF SANFORD AND CLARKE
ENVIRONMENTAL MOSQUITO MANAGEMENT, INC. /IFB 18/19-05 AQUATIC
MIDGE CONTROL SERVICES
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
�_ day of April, 2019, 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 Clarke Environmental Mosquito
Management, Inc., an corporations, whose principal and mailing address is 675 Sidwell
Court, Saint Charles, Illinois 60174 and whose local address is 3036 Michigan Avenue,
Kissimmee, Florida 34744, (hereinafter referred to as "Clarke"). The City and Clarke
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 statements 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 Goods and Services.
(a). This Agreement is for the goods and services set forth in the attachments
hereto and Clarke agrees to accomplish the provision of goods and services and
actions specified in the attachments for the compensation set forth in those documents
relating to the provision of automotive equipment parts.
(b). It is recognized that Clarke shall provide goods and services as directed
by the City.
(c). The City's contact/project manager for all purposes under this Agreement
shall be the following:
Bilal lftikhar, P.E., J.D.
Director for the Department of Public Works and Utilities
City of Sanford
City Hall
Page
300 North Park Avenue
Sanford, Florida 32771
Phone: 407.688.5085
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 3 years with the opportunity for additional
1 year renewal periods when in the best interest of the City. The total Agreement length,
including all renewals, shall not exceed 5 years. The decision to renew or extend this
Agreement shall be at the discretion of the City. Clarke and the City shall review the
quality of goods and services provided on an annual basis. In any event, this Agreement
shall remain in effect until the goods and services to be provided by Clarke to the City
under each work order have been fully provided 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 goods and services being provided by Clarke. No goods or services have been
provided prior to the execution of this Agreement that would entitle Clarke for any
compensation therefor. Notwithstanding the foregoing, the City may unilaterally
terminate this Agreement in the event that the City is not satisfied with the goods or
services provided by Clarke within the 6 calendar months commencing on the first day
of the first month after this Agreement commences.
Section 5. Compensation. The parties agree to compensation as set forth
in the attachments hereto, with the initial purchase of goods and services being in the
amounts set forth in the attachments hereto and as may be set forth in each
purchase/work order issued by the City. Work after the first year of this Agreement shall
be compensated as set forth in a work order or work orders as the case may be.
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; which can
be reached at: (https://www.sanfordfl.gov/departments/finance/purchasing/contract-
terms-and conditions or 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 to the extent deemed necessary by the City in its sole and absolute
discretion.
Section 7. Clarke'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, Clarke must:
21Page
(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 Clarke 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 Clarke does not comply with a public records request, the City shall
enforce the contract provisions in accordance with this Agreement.
(c). Failure by Clarke to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Clarke shall promptly provide the City with a copy of any request
to inspect or copy public records in possession of Clarke and shall promptly provide the
City with a copy of Clarke's response to each such request.
(d). 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) 688-5012,
TRACI HOUCHIN, GMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI.HOU CHIN@SAN FORDFL.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 Clarke and supersedes and controls over any and all prior
agreements, understandings, representations, correspondence and statements whether
31Page.
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 Clarke issues a purchase
order, memorandum, letter, or any other instrument addressing the goods or 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 14. 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.
_41Page
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 Clarke, 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 Clarke have executed this instrument for
the purpose herein expressed.
"Add;m
Traci Houchin, CMC, FORM
City Clerk
Approved as to form and fill
legal sufficiency.
'01%110;;m L. Colbert, City Attorney
A TTES T.-
gq Joel Fruendt
VP&GM
Office of the Company
Please see enclosed
Corporate Resolution allowing
Joel Fruendt to sign on behalf
of the Secretary.
CITY OF SANFORD
Triplett
CLARKE ENVIRONMENTAL
MOSQUITO MANAGEMENT, INC.
By: �4 AG—
John L. Ckine III
President
Dated: -
5 1 P a g e
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT, INC.
The undersigned, being all of the directors of Clarke Environmental Mosquito
Management, Inc. (the "Company"), in lieu of a special meeting of the board of directors, do
hereby consent in writing to the adoption of the following resolutions:
RESOLVED, that for the period commencing January 1, 2019 and continuing
through December 31, 2028, any one or more of the persons serving as officers of
the Company at the time of submission of a bid are hereby authorized to sign and
submit all documents necessary to submit any and all bid proposals for the
provision of goods and/or services to any and all governmental entities,
corporations, other entities and/or individuals and to take any and all other actions
necessary for the submission of such bid proposals.
RESOLVED FURTHER, that all actions taken by any officer of the Company in
furtherance of these resolutions are hereby ratified, affirmed and approved in all
respects as the acts of the Company.
Dated: December 19, 2018
[Being all the directors of the Company]
4822-1640-1538.1.00597.20248
CERTIFICATE OF SECRETARY
The undersigned, Andrew P. Teeson, herby certifies that: (i) he is the duly qualified
Secretary of Clarke Environmental Mosquito Management, Inc., an Illinois corporation (the
"Company"); and (ii) the unanimous written consent of the Company's board of directors
(attached hereto as Exhibit A is a true and correct copy of the unanimous written consent
executed by the board of directors of the Company and remains in force and effect.
Dated: December 19, 2018
Secretary of the Company:
Andrew P. Tecson
4822-1640-1538.1.00597.20248
Exhibit A
Unanimous Written Consent
9822-1690-2538.1.0059`!,20298
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
CLARKE ENVIRONMENTAL MOSQUITO MANAGEMENT, INC.
The undersigned, being all of the directors of Clarke Environmental Mosquito
Management, Inc. (the "Company"), in lieu of a special meeting of the board of directors, do
hereby consent in writing to the adoption of the following resolutions:
RESOLVED, that for the period commencing January 1, 2019 and continuing
through December 31, 2028, any one or more of the persons serving as officers of
the Company at the time of submission of a bid are hereby authorized to sign and
submit all documents necessary to submit any and all bid proposals for the
provision of goods and/or services to any and all governmental entities,
corporations, other entities and/or individuals and to take any and all other actions
necessary for the submission of such bid proposals.
RESOLVED FURTHER, that all actions taken by any officer of the Company in
furtherance of these resolutions are hereby ratified, affirmed and approved in all
respects as the acts of the Company.
Dated: December 19, 2018
[Being all the directors of the Company]
4822-1640-1538.1.00597.20248
INCUMBENCY CERTIFICATE
The undersigned, being the duly authorized and acting Secretary of Clarke Environmental
Mosquito Management, Inc., an Illinois corporation, hereby certifies that the following persons
hold the offices set opposite their names:
OFFICE
Chairperson of the Board
President
Chief Financial Officer and Vice President
Vice President of Operations and General Manager
Vice President of Service Operations
Vice President of Human Resources
Executive Vice President, Strategic Partnerships
and Alliances
Vice President, Product Innovation and
Government Affairs
Treasurer
Secretary
Assistant Secretary
Assistant Secretary
Dated: December 19, 2018
4822-1640-1538.1.00597.20248
NAME
Mary Kemp Clarke
John L. Clarke, III
I. Gordon Anderson
Joel Fruendt
Clark Wood
Julie Reiter
A. Kevin Magro
Karen Larson
John L. Clarke, III
Andrew P. Tecson
Frances Kanouse
A. Kevin Magro
Andrew P. Tecson, Secretary