2088 Aquatic Weed ControlTO: City Clerk/Myor
RE: �Q�C� 1-6M" -
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
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❑
Development Order
Final Plat (original mylars)
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❑
Mayor's signature
Recording
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❑
Letter of Credit
Maintenance
Rendering
El
Bond
Ordinance
Safe keeping (Vault)
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El
Performance Bond
Resolution
F]Payment
Deputy City Manager
Band
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❑
City Manager Signature
❑
City Clerk Attest/Signature
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City Attorney/Signature
Once completed, please:
❑ Return originals to Purchasing- Department
❑❑ Return copies
Special Instructions:
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From
SharePoint Finance_Purchasing_Forms - 2018.doc
Date
AGREEMENT BETWEEN THE CITY OF SANFORD AND SOLITUDE LAKE
MANAGEMENT, LLC/IRFQ NUMBER: 18/19-125 AQUATIC WEED CONTROL
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
day of June, 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 Solitude Lake Management, LLC, a Virginia
limited liability company, doing business as Aquatic Systems, whose principal address
is 3842 Ironbridge Boulevard; Unit 2; Ft. Myers, Florida 33916 and whose mailing
address is 1320 Brookwood Drive; Suite H; Little Rock, Arkansas 72202, (hereinafter
referred to as "Aquatic Systems"). The City and Aquatic Systems 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 the Provision of Goods and
Services.
(a). This Agreement is for the provision of goods and services set forth in the
attachments hereto and Aquatic Systems agrees to accomplish the provision of goods
and services specified in the attachments for the compensation set forth in those
documents relating to the provision of aquatic weed control.
(b). It is recognized that Aquatic Systems 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:
Ms. Marisol Ordonez
Purchasing Manager
Finance -Purchasing Division
City of Sanford
1 (Page
Post Office Box 1788
Sanford, Florida 32772
Phone: 407.688.5028
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 with the opportunity for additional
1 year renewal periods when in the best interest of the City. However, 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. Aquatic Systems
shall review the quality and status of the of aquatic weed control delivered to the City
with the City on a semi-annual basis. In any event, this Agreement shall remain in effect
until the goods and services to be provided by Aquatic Systems 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 Aquatic Systems. No goods, services or actions have been
provided prior to the execution of this Agreement that would entitle Aquatic Systems 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,
services or actions provided by Aquatic Systems 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.
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.SanforcIFL.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. Aquatic Systems' 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, Aquatic Systems must:
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(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 Aquatic Systems 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 Aquatic Systems does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(c). Failure by Aquatic Systems to grant such public access and comply with
public records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Aquatic Systems shall promptly provide the City with a copy of
any request to inspect or copy public records in possession of Aquatic Systems and
shall promptly provide the City with a copy of Aquatic Systems' response to each such
request.
(d). IF
REGARDING
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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 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 Aquatic Systems and supersedes and controls over any and all
31gage
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 Aquatic Systems
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 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.
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Section IS, Remedies. The rights and remedies of the parties, provided f6i
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 few, 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 ride arms length
negotiations between the City and Aquatic Systems, 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 Aquatic Systems have executed this
instrument for the Purpose herein expressed. I
1JViIlia L. Colbert, CityAft rnqy
A7TEST. -(jxa'rok%�
Atr SOLITUDE LAKE MANAGEMENT,
LLC, a Virginia li—mited liability company,
doip9--trL ij6es as�AQUATIC
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