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2074 PBA 18/19-39 AXSA Imaging Solutions New CopiersY ��oun�� • a . ; 1FINANCE DEPARTMENT 7b: City Clerk/Maor RE: �� i�'� i I�A' - The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of CreditRendering U F1Maintenance Bond Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies Special Instructions: LiM.o(ye y 13o jaoGzi4e ,,- From SharePoint_Finance_Purchasing_Forms - 2018.doc Date AXSA Imaging Solutions, Inc. Piggyback And Hybrid Contract (PBA 18119-391 The City of Sanford ("City") enters this "Piggyback" Contract with Visual Edge, Inc., doing business as AXSA Imaging Solutions, Inc.; a Delaware corporate entity ("AXSA"), whose principal address is 3874 Highland Park NW, North Canton, Ohio, 44720 and whose local address is 2100 North Ronald Reagan Boulevard, Suite 1044, Longwood, Florida 32750, authorized to conduct business in the State of Florida (hereinafter referred to as the "Vendor"). The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government or government related contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered contracts as follows: (a). "Assignment Agreement" with the State of Minnesota; and (b). "Participating Addendum" involving the State of Florida; in .order for the Vendor to provide all goods and services relating to the procurement various copiers and goods and services related thereto, as needed by the City, (said original contracts being referred to as the "original governmental contracts"). (2). Additionally, it is noted that the City and the Vendor are under an agreement pursuant to which AXSA accepted the obligations of relative to the Business Technology Partners, Inc. contract with the City and the City accepted such assignment and allowed AXSA to undertake and perform the obligations of Business Technology Partners, Inc. under the Agreement between the City and Business 1 Technology Partners, Inc. That agreement will still be in place, until terminated, and shall address procurements that occur thereunder. (3). The City may procure goods and services, as appropriate, under any of the aforementioned agreements pursuant to this Agreement and the agreement referenced in paragraph (2) hereof. (4). The original governmental contracts' documents are incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original governmental contracts are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. (5). Notwithstanding the requirement that the original governmental contracts is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original governmental contracts as applied to this Contract between the Vendor and the City, as follows: N/A. (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). (b). Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A. (c). Any other provisions of the original governmental contracts that will be modified: (state NIA if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original governmental contracts , 0 the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Marisol Ordonez, Purchasing Manager; Finance -Purchasing Division, City Hall; City of Sanford, Florida; 300 North Park Avenue; Sanford, Florida 32771, telephone number 407-688-5028, and whose e-mail address is Marisol.ordonez@sanfordfl.gov. (e). Notwithstanding anything in the original governmental contracts to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or goods and services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original governmental contracts to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non- binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h). 3 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, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 327711 TRACI.H OUCH IN @SAN FORDF L.GOV. order to comply with Section 119.0 701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). 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. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor 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 Ll electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (III). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (i). All other provisions in the original governmental contracts are fully binding on the parties and will represent e agreement between the City and the Vendor. Entered this P day of , 2019. SIGNATURE BLOCKS FOLLOW: Attest: Peter Cohn Secretary of Visual Edge, Inc. Attest: ) O t CPRA Traci Houchin, City Clerk, CMC, FCRM Approved as to form and legal sufficiency 7 .. f "'-��„�.✓ �.'".✓r � �^'" Gam" t.,w.G.e�:,�'..� , ......... William L. Colbert, City Attorney 5 Visual Edge, Inc. Bv: A"10 -- Austin E. Vanchieri CEO/Direc�r/AssiE Date: '� /�-Z-1, City of Sanford �S I. 1 %111 nt Secretary !:mpal [Attach original governmental contracts]