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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. 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