1901 Agreement w/City of Orlando and Vital SignsFINANCE DEPARTMENT
PURCHASING DEPARTMEw
TRANSMITTAL MEMORANDUM
To: City Clerk
RE: Request for Services
j nol
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
® IBR 17/18-106 Vital Signs of Orlando Inc
Once completed, please:
® Return original
❑ Return copy
El
Special Instructions:
❑ City Attorney's Signature
® City Clerk Record Keeping
❑ Safe Keeping
❑ City Attorney's Signature
® City Clerk's Signature
Please sign both enclosed copies of the Agreement and return one (1) to Purchasing.
City Clerk may keep one (1) copy for their records
Please advise if you have any questions regarding the above.
Thank you!
From—
TADept_forms\City Clerk Transmittal Memo - 2009.doc
os/ocpfis:
I I Date
PJ
AGREEMENT BY AND BETWEEN THE CITY OF SANFORD AND VITAL SIGNS OF
ORLANDO, INC.
THISEEIVl _ENT (hereinafter the "Agreement") is made and entered into this
$ day of x"'0 1 2018, 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 VITAL SIGNS OF ORLANDO, INC., a
Florida corporation authorized to do business in the State of Florida, ("VITAL SIGNS" Cf
throughout)") whose Florida corporate address and contact address is 7806 North
Orange Blossom Trail, Orlando, Florida 32810. The CITY and VITAL SIGNS 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 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; Direction of Services.
(a). This Agreement is for the following services which shall be ordered and
directed by the CITY by means of purchase orders/work orders:
(i). VITAL SIGNS agrees � to accomplish the actions specified in the
attachments hereto for the compensation set forth in those documents.
(ii). VITAL SIGNS shall coordinate with Ms. Marisol Ordonez, the CITY's
Purchasing Manager, relative to any additional work that may be needed to address
subsequent damages to signs or the need for other cemetery signage. Specific services
and compensation shall be agreed to by the parties by means of the issuance of work
orders.
(b). It is recognized that VITAL SIGNS 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.
__ 1IPage
(c). The City's contact for all purposes under this Agreement shall be the
following:
Ms. Marisol Ordonez
Purchasing -Manager
Finance -Purchasing Division
City of Sanford
Post Office Box 1788
Sanford, Florida 32772
Phone: 407.688.5028
FAX: 407.688.5021
Email: marisol.ordonez@sanfordfl.gov
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 until the services to be provided by VITAL SIGNS
to the CITY under each work order have been fully performed 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 services being provided by VITAL SIGNS No services have
commenced prior to the execution of this Agreement that would entitle VITAL SIGNS for
any compensation therefor. This Agreement shall be a continuing agreement that runs
year-to-year unless terminated by the CITY.
Section 5. Compensation. The parties agree to compensation as set forth
in the attachments hereto and, thereafter, as 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
(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.
Section 7. VITAL SIGNS' Mandatory Compliance with Chapter 119,
Florida Statutes, and Public Records Requests.
(a). In order to comply with Section 119.070 1, Florida Statutes, public records
laws, VITAL SIGNS must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the service.
_ _
2 1 P a g e
(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 VITAL SIGNS 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 VITAL SIGNS does not comply with a public records request, the CITY
shall enforce the contract provisions in accordance with this Agreement.
(c). Failure by VITAL SIGNS to grant such public access and comply with
public records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the CITY. VITAL SIGNS shall promptly provide the CITY with a copy of
any request to inspect or copy public records in possession of VITAL SIGNS and shall
promptly provide the CITY with a copy of VITAL SIGNS' response to each such request.
(d).
IF THE CONTRACTOR/VENDOR 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,
CYNTHIA PORTER, CITY CLERK, CITY OF Sanford, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA
32771, PORTERC@SANFORDFL.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 VITAL SIGNS and supersedes and controls over any
and all prior agreements, understandings, representations, correspondence and
_ _
3 1 P a g e
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 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.
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 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 VITAL SIGNS, 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.
4 1 P a g e
than against any other party and all provisions shall be applied to fulfill the public
interest.
IN WITNESS WHEREOF, the CITY and VITAL SIGNS have executed this
instrument for the purpose herein expressed.
ATTEST.
CynthYa Porter v
City Clerk
Approved as to form and
legal sufficiency.
1FOR4t) CITY OF SANFORD
y./
orlon N. Bonaparte, Jr., ICMA-CM
ity Manager
Or Date:
Wiliam. L. Colbert/�, U
City Attorney /_XA1a1C-- PJ,
ATTEST.
Witness Signature
Printed Name:
VITAL SIGNS OF ORLANDO, INC.
By: 5 4�7'
David M. New
Sole Corporate Officer
Dated: i
5Page
Estimate
PAPOOM
401-207-0000 7806 91 OmT& Zromem., �74,ad,
A&M& 0( 1328fo
FAX: 407-578-5374
CUSTOMER/BILLING INFORMATION PROJECT & INSTALLATION ADDRESS
-4-- --1
City of Sanford EVERGREEN MUNICIPAL
1300 N. Park Ave. 10EMETERY
P. O. Box 1788 1 SANFORD, FL.
Sanford, Fl. 32772-1788 CONACT: MARC HULTIN
'407-688-5103 fax 407-330-5667 i'ph:407-416-4470
,9
PROJECT DATE P.O. NO. PM ESTIMATE #
CEMETERY SIGNS 10/11/2017 I
f
GLS I 17-100
DESCRIPTIONS_
QTY
L-c
COST TOTAL
F
148" x 96" x 1" ROUTED SINTRA PANEL. COPY AND COLOR AS PER CLIENT i 31
1,120.001 3,360.00
SPECIFICATION. ROUTED NAME w/ BALANCE OF COPY AND GRAPHIC AS A
DIGITAL PRINT.
1) EVERGREEN CEMETERY
2) LAKEVIEW CEMETERY
1 3) EVERGREEN THIRD EDITION CEMETERY
148" x 48" x 1" ROUTED SINTRA PANEL. COPY AND COLOR AS PER CLIENT 11
660.001 660.00
SPECIFICATION. ROUTED PANEL w/ ENGRAVED COLORED MARKERS As PER
EXISTING. SIGNS. COLOR AS PER CLIENT SPECIFICATION.
1) PAGE JACKSON CEMETERY
112" x 12" x 3/4" ROUTED SINTRA PANEL ON 4" x 4" POST w/ COVER. COPY AND 1391
110.1501 15,359.50
COLOR AS PER CLIENT SPECIFICATION
INSTALLATION(INCLUDES REMOVAL AND DISPOSAL OF EXISTING SIGNS)
4,618.001 4,618.00
TOTAL $23,997.50
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