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2078 18/19-104 Fire Extinguishersa;; d CITY OF ' SANFORD FINANCE DEPARTMENT Thursday, December 207 2018 PURCHASING DF-PARIM111 TRANSMIWAL MEMORANDUM TO: City Clerk/M or The item(s) noted below is/are attached and forwarded to your office for the following action(s): Once completed, please: [] Return originals to Purchasing- Department [] Return copies Special Instructions: Li a�svy (301&d-,zi je 1 �, i -a ( Ci Date From SharePoint Finance Purchasing Forms - 2018.doc [] Mayor's signature [� Development Order Plat (original mylars) � Recording [] Final ❑ Rendering [] Letter of Credit Safe keeping (Vault) ❑ Maintenance Bond ❑ Deputy City Manager [] Ordinance ❑ payment Bond E] performance Bond ❑ City Manager Signature [] Resolution [] City Clerk Attest/Signature, [] [i City Attorney/Signature Once completed, please: [] Return originals to Purchasing- Department [] Return copies Special Instructions: Li a�svy (301&d-,zi je 1 �, i -a ( Ci Date From SharePoint Finance Purchasing Forms - 2018.doc AGREEMENT BETWEEN THE CITY OF SANFORD AND MASTER PROTECTION, LP D/B/A FIREMASTER/IRF 18/19-104- FIRE EXTINGUISHER SERVICES A,hTHIS AGREEMENT (hereinafter the "Agreement") is made and entered into this day of 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 Master Protection, LP D/B/A Firemaster, a Delaware limited partnership, whose corporate address is 13050 Metro Parkway; Suite #1; Fort Myers, Florida 33966, (hereinafter referred to as "Firemaster"). The City and Firemaster 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 Services. (a). This Agreement is for the services set forth in the attachments hereto and Firemaster 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 the following: (1). inspect, recertify and repair existing fire extinguishers, and (2). the provision of new replacement fire extinguishers. Goods and services may be ordered and directed by the City by means of City purchase orders/work orders. (b). It is recognized that Firemaster shall perform services as otherwise directed by the City all of such services to include all labor and materials that may be required including, but in no way limited to, the services provided by subconsultants as may be approved by the City. (c). The City's contact/project manager for all purposes under this Agreement shall be the following: Craig Radzak Fire Chief Fire Department Headquarters 1303 William Clark Avenue Sanford, Florida 32771 Telephone number: 407.688.5044. E-mail address: craig.radzak@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 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 tuponY the to exercise of an es hereto. This Agreement shall be in effect for a to Yn any event, ths option to renew by the City, for 3 additionalN services be provided byof 1 year each.iFi emaster to theAgreement shall remain in effect until the se with the City under each work order have been ru fully peher ed inifiaccordance rovons and requirements of the City; provided, however, and conitions referencd herein insurance provisions of the standard contractrdedrtosthe Citydshall cont nuee effect shall not terminate and the protections affa subsequent to such services being provided that wouidrenttie F remasterNo services afor ve commenced prior to the execution of this g m any compensation therefor. Notwithstanding the fore g notgsat sfied'twithat a goaods loy terminate this Agreement in the event that theY services provided by Firemaster within the 6darmonths commencing on the first day of the first month after this Agreement commences. Section 5. Compensation. The pf �thsin egree achtpurchase/work ordercompensation as essued forth in the attachments hereto and as may be set by the City. 21T==1(z:)e Section 6. Standard Contractual Terms and Conditions. All "Standard to Contractual Terms and Conditions", as provided on the City's website, apply Agreement. Such Terms and Condiiiaiso be bound by the purchasingons may be found at the 'typolices and site (www.SanfordFL.gov). The parties shat 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. Firemaster'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, Firemaster must: (1). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. terms and (2). Provide the public with access cordsba'ndrecorat adcost that doessame not exceed conditions that the City would provide the the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3). Ensure that public records me is areare not discposed except as author zed by t or confidential and exempt from public records disclosure require law. (4). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in poseSrecords thaon of t�a eer upon exempt or confidential and of the contract and destroy any duplicate public exempt from public records disclosure requirements. records electronically l must be provided to the City in a formatt s compatible with the information technology systems of the City. (b). If Firemaster does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by Firemaster to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation off this o Agreement by the City. Firemaster shall promptly provide the City with a copy y request to inspect or copy public records in possession of Firemaster and shall promptly provide the City with a copy of Firemaster's response to each such request. 3 P a�� d IF THE CONTRACTORIVENDOR HAS119UESTI NS O REGARDING THE APPLICATION OF CHAPTER, DUTY TO S T,ATo TUTES, TO THE CONTRACTOR'S (VENDORS) ® CONTRACT, PROVIDE PUBLIC RECORDS RELATING RDS AT (407) 686-6012, CONTACT THE CUSTODIAN OF PUB TRACI HOUCHIN, CMC, ECRM CITY CLERK, CITY OF SANFORD, CITY L 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, HAL, TRACI.HOUCHIN@SANFORDFL.GOV. Section 8. Time is of the Essence• obligations ations setborth ime is herey nared this Agreement of the essence as to the lawful performance of all duties and g Agreement, together Section 9. Entire Agreement/Modification. provided This son the City's website with all "Standard Contractual Terms and Conditions", as and the attachments hereto (the documents relaticons i to the ute he entire urement integrated tag agreement City leading to the award of this Agreement) constitute between the City and Firemaster and supersedes andcontrols and statements whether agreements,agreements, understandings, representations, correspondence ll the terms and provisions contained herein written or oral in connection therewith and ahereto to constitute the full and complete agreement betwee ienhen ed orsmodified by a formal hereof. This Agreement may only be amended, s pp issues a t otherin he event that instrument add Firemaster written amendment of equal dignity herewi ssing the sere ces, purchase order, memorandum, letter, or any pursuant to this Agreement, it is work, and materials to be provided and performed p such purchase order, hereby specifically agreed and understood that any memorandum, letter, or other in shall have de document of ect on hqual dignify he ewith, agreed to by the City, specifically and in writing in a and any and all terms, provisions, and conditions contained therein, wh n no way modify the covens tsr written or referenced on a Web site ehavr otherwise, 'e'no force ce or effect thereon. terms, and provisions of this Agreement and shall Section 10. Severability. if any term, provision or condition contained in to any extent, A be held invalid or unenforceable, the remainder of this Agreement shall, application of such term, provision or condition to persons or this Agreement, or the appr unenforceable, shall circumstances other than those in respect of whichit is invalid ion of this Agreement shall not be affected thereby, and each term, provision andbe 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 of this Ag the strict performance of any provision oo nst ute orbe right exercise any all not construed as waivera privilege granted to the City hereunder sh of any such provision or right and the same shall continue in farce. 4jPage and ions of is Section 12. Captions. The sectionin noway headings define,ptmit, desc ibe t9 a scope reement are for convenience and reference only and y affect this Agreement or or intent of this Agreement or any part thereof, or in any way construe any provision of this Agreement. xec Section 13. Counterparts. sAgreementhis may anaoriginal� butualldof which, ch, in any number of counterparts, each of which shall be taken together, shall constitute one and the same document. Section 14. Binding Effect. This Agreement rtransferees assignsng upon and of the parties. inure to the benefit of the successors in interes ,ansferees Each party hereto represents to the other that itar ty t eentelr necessary into this s Agreement ons to execute this Agreement, and that it has the legal auth and to undertake all obligations imposed °nsignatories Agreementrapd bind hat they have the requisite and legal authority to execute this 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 lorida pVenue for any I legal proceeding reement is to be governed by the laws of the State of related to this Agreement shall be in the Eighteenth resudiciallt of Circuit ona fde Court in and for Seminole County, Florida. This Agreement gth negotiations between the City and Firemaerof the Agreement. Accordingly, this , and ail parties have contributed substantially and materially to the preparation Agreement shall not be construed or inte pseted more ons shall be atpplly aed Itotfulf I the public c any one party. than against any other party and all pro interest. IN WITNESS WHEREOF, the City and Firemaster have executed this instrument for the purpose herein expressed. ATTEST: Traci Houchin, CMC, FCRM City Clerk Approved as to form and legal sufficiency. William L. Colbert, City Attorney CITY OF SANF By: ,off Triplett, M WTS"M 0 ATTEST: 4VVitn-4 ignature Printed Name: Wtnts e s # ignature Ped NameEfrain Juan - MASTER PROTECTION, LP DIBIA F By: Sna 0 tu rr Printed 9 rlrted Name.