2479 Agrmnt Related to RFQ 22/23-07 Design of Fire Station #40/W Reso 3133AGREEMENT BETWEEN THE CITY OF SANFORD AND THE LUNZ GROUP, LLC
RELATING TO RFQ 22/23-07/DESIGN OF FIRE STATION NUMBER 40
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
day of May, 2023, 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 The Lunz Group, LLC, a Florida limited
liability company, whose principal and mailing address is 58 Lake Morton Drive,
Lakeland, Florida 33801, with a local address of 615 Celebration Avenue, Celebration,
Florida 34747 (hereinafter referred to as "Lunz" or the "vendor"). The City and Lunz 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. This procurement has been
solicited, processed, negotiated and otherwise implemented under the provisions of the
controlling provisions of the "Consultants' Competitive Negotiation Act" which is codified
at Section 287.055, Florida Statutes.
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 Services.
(a). This Agreement is for the provision of services set forth in the attachments hereto
and Lunz agrees to accomplish the provision of services specified in the attachments for
the compensation set forth in those documents relating to design services relating to the
City's Fire Station Number 40 and for such other services as may be agreed upon by
the parties as set forth in issued work/purchase orders.
(b). It is recognized that Lunz shall provide services as directed by the City under the
award of RFQ 22/23-0 by the City to Lunz relating to the design of City Fire Station
Number 40. The City approves Lunz engaging the firms of SGM Engineering, Inc. and
Avcon, Inc, both Florida corporations, to provide such services as Lunz subcontractors
under the control and direction of Lunz and subject to the terms and conditions set forth
herein including, but not limited to, those adopted by reference herein.
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(c). The City's contact/project manager for all purposes under this Agreement shall
be the following:
Marisol Ordonez
Purchasing Manager
Finance Department
Post Office Box 1788
Sanford, Florida 32772-1788
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 ending upon the end of construction of Fire
Station Number 40. No services or actions have been provided prior to the execution of
this Agreement that would entitle Lunz for any compensation therefor.
Section 5. Compensation. The parties agree to compensation as set forth in the
implementing documents of the "Consultants' Competitive Negotiation Act" (Section
287.055, Florida Statutes) and as set forth in issued work/purchase orders pertaining to
the "Design Of Fire Station Number 40" Project of the City and any and all related
services pertaining to Fire Station Number 40 as appropriately procured.
Section 6. Contractual Terms and Conditions. The attached Terms and
Conditions apply to this Agreement and are incorporated herein. 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. Lunz'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,
Lunz must:
(1). Keep and maintain public records that ordinarily and
necessarily would be required by the City in order to provide or perform
services.
(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.
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(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 Lunz
upon termination of this Agreement 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 Lunz does not comply with a public records request, the City shall enforce all
requirements and provisions of controlling law in accordance with this Agreement.
(c). Failure by Lunz to grant such public access and comply with public records
requests shall be grounds for immediate unilateral cancellation of this Agreement by the
City. Lunz shall promptly provide the City with a copy of any request to inspect or copy
public records in possession of Lunz and shall promptly provide the City with a copy of
Lunz's response to each such request.
(d). IF LUNZ (THE CONTRACTOR/VENDOR) HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO LUNZ (THE CONTRACTOR'S (VENDOR'S)) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
TRACI HOUCHIN, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI.HOUCHIN@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 including, but not limited to, Lunz's Response to
City RFQ Number 22/23-07 relating to the "Design Of Fire Station Number 40")
constitute the entire integrated agreement between the City and Lunz and supersedes
and controls over any and all 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 Lunz issues a purchase order, memorandum, letter, or any other
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instrument addressing the services 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. By eexcution of this
Agreement; the City reserves any and all rights and remedies available to it and waives
none of the same to any extent.
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.
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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 Lunz, 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.
Section 17. Pricing; Conditions of Grants or Funding. Lunz shall afford "Most
Favored Nation" pricing to the City and, to the extent necessary for the City to
comply with controlling law or the conditions of grants or funding from other
governmental agencies or entities, agree to contract terms and conditions required
from or by said grants or funding sources. Without in any way limiting the provisions
of the following Section, Lunz agrees to perform consistent with those provisions of
controlling law as if mandatory contractual provisions of grantor agencies or entities
were a part of this Agreement.
Section 18. American Rescue Plan Act The following provisions shall apply to
the provision of services under the provisions of this Contract and shall prevail in
the event of inconsistency when procuring services as set forth relative to the
American Rescue Plan Act ("ARPA") as the City may be using Federal assistance
provided to the City by the US Department of Treasury under ARPA, Sections
602(b) and 603(b) of the Social Security Act, Public Law Number 117-2 (March 11,
2021), from time -to -time. Accordingly, the following terms and conditions may apply
to Lunz, as a contractor of the City according to the City's Award Terms and
Conditions agreed to by the City under the ARPA and its implementing regulations;
and as established by the Treasury Department: All provisions and requirements of
Part 200, Code of Federal Regulations, entitled "Uniform Administrative
Requirements, Cost Principles, And Audit Requirements For Federal Awards".
Section 18. Agreement Terms and Conditions. The following provisions terms
and conditions apply to the implementation of this Agreement:
The Citv's Vendor.-
(1).
endor.(1). The term "vendor" as used in these terms and conditions means and includes a
vendor, contractor, consultant and other suppliers of goods or services, by whatever
name such as by means of, by way of example only, contracts, agreements, work orders,
purchase orders, etc., and is hereby defined to include the person or entity, including, but
not limited to, the person or entity's employees, officers, managers, servants, partners,
principals, affiliates, principals, agents officials, subvendors and assignees who are
providing goods or services to the City.
(2). The City shall not be contractually or otherwise obligated or liable to any party
other than the vendor. There are no third party beneficiaries.
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(3). The vendor is an independent contractor and not an agent, representative, or
employee of the City.
(4). Execution of the City contract documents by the vendor is a representation that
the vendor is familiar with the goods or services to be provided to the City or performed
for the City and with local conditions. The vendor shall make no claim for additional time
or money based upon its failure to comply with the City contract documents. The vendor
has informed the City, and hereby represents to the City, that it has extensive experience
in performing and providing the services or goods described in the City contract
documents and which may be identified in work orders, and that it is well acquainted with
the work conditions and the components that are properly and customarily included within
City projects and programs and the requirements of laws, ordinances, rules, regulations
or orders of any public authority or licensing entity having jurisdiction over the City's
projects and programs. Execution of the City's contract documents shall be an affirmative
and irrefutable representation by the vendor to the City that the vendor is fully familiar
with any and all requisite work conditions of the provision of goods or services to the City.
(5). The terms or conditions of any document, of whatsoever type or nature, issued
by a vendor to the City or any reference to any Web based terms conditions located on
a vendor Web site or to a reference made by a vendor shall not apply to purchase of
services or goods by the City in any way or form, except only as may be necessary to
designate specific services or goods being procured by the City, quantities, delivery dates
and other similar terms that may vary from order to order; provided, however that the
terms of the City's agreement or purchase order shall be deemed incorporated into such
vendor documents and shall prevail in every instance as to every matter. The terms and
conditions contained in any acceptance, invoice, bill of lading or other documents
supplied by a vendor are expressly rejected by the City and superseded by the City's
documents and shall not be included in any contract with a vendor or procurement from
a vendor. No commitment form, standardization incentive program acknowledgement or
any other document shall be required by Vendor to be signed by the City to purchase
services or goods under from the City, unless expressly stated in an agreement with the
City as approved in writing by a City employee or official with authority. Any change to
such documents that are attached to a City document by a vendor shall subject to written
approval by the City. It is an ethical violation of the vendor's relationship with the City to
attempt to violate this provision.
General Rules Of Contract Terms:
(1). The vendor's obligations herein are a material inducement for the engagement
of the vendor to the City to have the City procure the provided goods or services from
the vendor and the vendor's failure to execute its obligations shall constitute a contract
default.
(2). Words of any gender shall be held and construed to include any other gender,
and words in the singular number shall be held to include the plural, unless the context
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otherwise requires.
(3). Captions are set forth for the purposes of convenience and reference only and
in no way define, limit or otherwise describe the scope or the intent, of any term or
condition or in any way affect the interpretation of the contract documents.
(4). The contract documents between the City and the vendor are the result of bona
fide arm's length negotiations between the City and the vendor and the City and the
vendor have contributed substantially and materially to the preparation of the terms and
conditions that have been agreed to control the respective contractual obligations of the
City and the vendor. Accordingly, the terms and conditions shall not be construed or
interpreted more strictly against any one party than against any other party.
(5). The terms "word order" and "purchase order" may be used interchangeably and
represent a written authorization by the City to a vendor for a vendor to provide goods or
services to the City.
(6). The exhibits to the contract document will provide a precise description of the
goods and serves and the rate of compensation and may also provide for a time for the
provision of goods or services to be commenced in addition to a precise description of
the goods and serves.
Loyalty To City:
(1). The vendor shall, at all times, maintain complete loyalty to the City and disclose
any circumstance that could be detrimental to the City or advantageous to the City
regardless of any representation or, or services performed to, or goods provided to, any
other client of the vendor. Any representation or work performed to another client of the
vendor after the occurrence of an event that could result in a detriment to the City or the
failure to provide to the City any information to the City that could be, in any way, of benefit
to the City or which could result in a detriment to the City shall be an irrebuttable conflict
of interest. The word "client" means and includes customers of any type or nature
whatsoever.
(2). Any vendor who submits a false claim shall be liable to the City and shall
reimburse the City when such a claim is found to have been submitted by a controlling
legal authority as well as for any and all statutory penalties set forth in controlling law. A
vendor will be deemed to have submitted a false claim to the City if the vendor:
(a). knowingly presents or causes to be presented to an officer or
employee of the City a false claim or request for payment or approval;
(b). knowingly makes, uses, or causes to be made or used a false
record or statement to get a false claim paid or approved by the City;
(c). conspires to defraud the City by in any way causing a false claim
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allowed or paid by the City;
(d). knowingly makes, uses, or causes to be made or used a false
record or statement to conceal, avoid, or decrease an obligation to pay or
transmit money or property to the City; or
(e). is a beneficiary of an inadvertent submission of a false claim to the
City, subsequently discovers the falsity of the claim, and fails to disclose the
false claim to the City within a reasonable time after discovery of the false
claim.
(3). Any alteration of any City form by the vendor (without the express written
consent of the City which the City shall not give absent extraordinary circumstances
with the approval of the Purchasing Manager and City Attorney) shall constitute a
breach of contract and a default. Only City forms may be used in contract
implementation with regard to any manner proposed to be binding upon the City.
(4). Vendor certifies and affirms the truthfulness and accuracy of each statement of
its communications with the City and his certification is a material representation of fact
upon which reliance was placed when this transaction was made or entered into by the
City.
Vendor Responsibilities:
(1). The vendor shall be responsible for the professional quality, accepted
standards, technical accuracy, neatness of appearance of employees, employee
conduct, safety, and the coordination of all goods or services furnished by the vendor
under the City contract documents as well as the conduct of its staff, personnel,
employees and agents.
(2). The vendor shall provide to the City a list of employee working days, times and
assignments within 2 hours of the City's request for such information. The vendor shall
work closely with the City on all aspects of the provision of the goods or services. With
respect to services, the vendor shall be responsible for the professional quality,
technical accuracy, competence, methodology, accuracy and the coordination of all of
the following which are listed for illustration purposes only and not as a limitation:
documents, analysis, reports, data, plans, maps, surveys, specifications, and any and all
other services of whatever type or nature furnished by the vendor under the City contract
documents. The vendor shall, without additional compensation, correct or revise any
errors or deficiencies in his/her/its plans, analysis, data, reports, designs, drawings,
specifications, and any and all other services of whatever type or nature. The vendor's
submissions in response to the subject bid or procurement processes are incorporated
herein by this reference thereto.
(3). Neither the City's review, approval or acceptance of, nor payment for, any of the
goods or services required shall be construed to operate as a waiver of any rights under
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the City contract documents or of any cause of action arising out of the performance of
the City contract documents and the vendor shall be and remain liable to the City in
accordance with applicable law for all damages to the City caused by the vendor's
negligent or improper performance or failure to perform any of the goods or services
furnished under the City contract documents.
(4). The rights and remedies of the City, provided for under the City contract
documents, are in addition to any other rights and remedies provided by law.
(5). Time is of the essence in the performance of all goods or services provided by
the vendor under the terms of the City contract documents and each and every work
order. The vendor agrees that all services shall be prosecuted regularly, diligently, and
uninterrupted at such a rate of progress as will ensure full completion thereof within the
time specified and that all goods shall be delivered in a timely manner as set forth in the
City contract documents.
(6). This vendor represents to the City the vendor is not excluded, debarred or
disqualified from entering into a contractual relationship with the City.
(7). The vendor shall not use the City's seals, logos, crests, or reproductions of flags
or likenesses of City officials without specific written City pre -approval.
(8). The vendor shall not commence the performance of work or the provision of
goods prior to any authorization of the City.
(9). The vendor shall pay all royalties and assume all costs arising from the use of
any invention, design, process, materials, equipment, product or device in the
performance of services or the provisions of goods which is subject to patent rights of
copyrights. The vendor shall, at its own expense, hold harmless and defend the City
against any claim, suit, or proceeding brought against the City, which is based upon a
claim, whether rightful, or otherwise, that the goods or services, or any part thereof,
furnished to the City, constitutes an infringement of any patent or copyright and, further,
the vendor shall pay all damages and costs awarded against the City.
(10). The vendor shall advise the City of any violations of the City contract
documents. adopt and implement security systems that protect the City's computer
systems such as, by way of example and not limitation, the protection of passwords,
encryption of data during transmission and at rest, the implementation of firewalls, the
use of intrusion detection tools, use of appropriate internet protocols, adhering to patch
management and the use of software to detect and eliminate malware, spam and
spyware. The vendor shall also take other security measures, as needed, to wipe hard
drives, shredding before recycling and related measures. The vendor shall advise the
City of any security breaches relative to which the vendor becomes aware.
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City Rights And Responsibilities:
(1). The City shall reasonably cooperate with the vendor in a timely fashion
(2). The City shall furnish a City representative, as appointed by the designated
representative to administer, review and coordinate the provision of services and goods.
(3). The City shall make City personnel available where, in the City's opinion, they
are required and necessary to assist the vendor. The availability and necessity of said
personnel to assist the vendor shall be determined solely at the discretion of the City.
(4). The City shall examine all of the vendor's goods or services and indicate the
City's approval or disapproval within a reasonable time so as not to materially delay the
provisions of the goods or services of the vendor.
(5). The City shall transmit instructions, relevant information, and provide
interpretation and definition of City policies and decisions with respect to any and all
materials and other matters pertinent to the services covered by the City contract
documents.
(6). The City shall give written notice to the vendor whenever the City's designated
representative knows of a development that affects the goods or services provided and
performed under the City contract documents, timing of the vendor's provision of goods
or services, or a defect or change necessary in the goods or services of the vendor.
(7). The rights and remedies of the City provided for under the City contract
documents are in addition to any other rights and remedies provided by law. The City
may assert its right of recovery by any appropriate means including, but not limited to,
set-off, suit, withholding, recoupment, or counterclaim, either during or after
performance as well as the adjustment of payments made to the vendor based upon the
quality of work or goods of the vendor.
(8). The City shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions it may
pursue in the enforcement of the terms and conditions of the City contract documents or
the responsibilities of the vendor in carrying out the duties and responsibilities deriving
from the City contract documents.
(9). The failure of the City to insist in any instance upon the strict performance of
any provision of the City contract documents, 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.
(10). Neither the City's review, approval or acceptance of, nor payment for, any of the
goods or services required shall be construed to operate as a waiver of any rights under
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the City contract documents nor or any cause of action arising out of the performance of
the City contract documents and the vendor shall be and always remain liable to the City
in accordance with applicable law for any and all damages to the City or the public caused
by the vendor's negligent or wrongful provision or performance of any of the goods or
services furnished under the City contract documents.
(11). All deliverable analysis, reference data, survey data, plans and reports or any
other form of written instrument or document that may result from the vendor's services or
have been created during the course of the vendor's performance under the City
contract documents shall become the property of the City after final payment is made to
the vendor.
Property Of The Ci
(1). All reports, drawings, specifications, . manuals, learning and audio/visual
materials, boring logs, field data, laboratory test data, calculations, estimates, and other
documents (collectively "Work Product") prepared by the vendor are instruments of
service and shall be and remain for all times the property of the City.
(2). The vendor conveys, sells, assigns, and transfers to the City all rights, title and
interest in and to all causes of action it may now have or hereafter acquire under the
antitrust laws of the United States and the State, relating to the particular goods or
services purchased or acquired by the City.
(3). The vendor grants to the City a nonexclusive license to use the vendor's
Instruments of Service for the City's purposes to include, but not be limited to,
constructing, using, maintaining, altering, and adding to the Project, provided that the
City substantially performs its obligations under this Agreement, including prompt
payment of all sums due. The vendor shall obtain similar nonexclusive licenses from
the vendor's consultants consistent with this Agreement. The license granted under this
section permits the City to authorize the City's Contractor, Subcontractors, Sub -
subcontractors, and material or equipment suppliers, as well as the City's consultants
and separate contractors, to reproduce applicable portions of the Instruments of
Service, subject to any protocols established, solely and exclusively for use in
performing services or construction for the Project. If the vendor rightfully terminates
this Agreement for cause, the license granted shall terminate with regard to the Work
not yet delivered under seal to the City.
Compliance By City:
(1). The vendor shall ensure that any authorization to expend City funds upon goods
or services issued by a City employee is within the City employee's authorized level of
expenditure. Purported obligations that have been executed or undertaken beyond the
authority of a City employee are void.
(2). City contracts in excess of 1 year in duration must have been approved by the
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City Commission and, absent such approval, the contract is void.
Vendor Personnel:
The vendor shall utilize only competent personnel under the supervision of, and in the
employment of, the vendor (or the vendor's authorized subcontractors) to perform the
services. The vendor shall comply with City's reasonable requests regarding assignment
or removal of personnel, but all personnel, including those assigned at City's request,
must be supervised by the vendor. The vendor shall commit adequate resources to allow
timely completion of all contractual obligations.
Vendor's Provision Of Goods Or Services:
(1). The vendor shall provide the goods or services to the City as set forth in the
exhibit to the agreement incorporating these terms and conditions.
(2). The vendor acknowledges that the City may retain other goods or service
providers to provide the same goods or services for City projects. The vendor
acknowledges that the City, at the City's option, may request proposals from the vendor
and the other goods or service providers for City projects. The City reserves the right to
select which goods or service provider shall provide goods or services for the City's
projects.
(3). The vendor agrees to provide and ensure coordination between goods/services
providers.
(4). The vendor represents to the City that it has undertaken all necessary actions to
execute its contract documents with the City and that it has the legal authority to enter
into the contract documents and to undertake all obligations imposed on the vendor. The
persons executing contract documents for the vendor certify that they are authorized to
bind the vendor in all respects.
(5). Time is of the essence of the lawful performance of the duties and obligations of
the vendor. The vendor covenants and agrees that the vendor shall diligently and
expeditiously pursue its obligations.
(6). The vendor hereby guarantees the City that all goods and services shall meet
the requirements, specifications and standards as provided for under the Federal
Occupations Safety and Health Act of 1970 and all other law.
(7). It is agreed that nothing in the contract documents is intended or should be
construed as in any manner creating or establishing a relationship of co-partners between
the parties, or as constituting the vendor the agent, representative, or employee of the
City for any purpose, or in any manner, whatsoever. The vendor is to be and shall remain
forever an independent contractor with respect to all services performed or good
provided.
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(8). Persons employed by the vendor in the provision and performance of the goods
or services shall have no claim to pension, workers' compensation, unemployment
compensation, civil service or other employee rights or privileges granted to the City's
officers and employees either by operation of law or by the City.
(9). No claim for goods or services furnished by the vendor not specifically provided
for in an order or procurement document of the City shall be honored by the City.
(10). The vendor shall safely, diligently, and in a professional and timely manner
perform, with its own equipment and assets and provide goods or services as directed by
the City.
(11). The vendor certifies that it has not commenced the provision of goods or
services to the City prior to the execution of contract documents with the City.
(12). The vendor shall not provide goods or services to the City without authorization
by the City in accordance with its purchasing policies and procedures.
(13). The vendor shall make maximum use of products containing recovered
materials that are Environmental Protection Agency designated items unless the product
cannot be acquired:
(14). Unless specifically provided and agreed the name of a certain brand, make or
manufacturer does not restrict procurements to the specific brand, make or manufacturer
named, but conveys the general style, type, character, and quality of the article desired.
Any article which the City, in its sole discretion, determines to be the equal of that
specified, considering quality, workmanship, economy of operation, and suitability for the
purpose intended, shall be accepted by the vendor. The vendor is responsible to clearly
and specifically identify products to the City and to provide sufficient descriptive literature,
catalog cuts and technical detail to enable the City to determine if the product offered
meets the requirements of the solicitation. This is required even if offering the exact brand,
make or manufacturer specified. Normally in competitive sealed bidding only the
information furnished with the bid will be considered in the evaluation.
(15). The price of goods offered for FOB destination includes only the actual freight
rate costs at the lowest and best rate and is based upon the actual weight of the goods
to be shipped. Unless otherwise directed by the City, standard commercial packaging,
packing and shipping containers shall be used. All shipping containers shall be legibly
marked or labeled on the outside with purchase order number, commodity description
and quantity.
(16). The vendor shall ensure that all permits and authorizations are obtained as are
required to provide goods or services to the City. The vendor is to procure all permits,
licenses, and certificates, or any such approvals of plans or specifications as may be
required by law for the proper execution and completion of the provision of goods or
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services.
(17). The vendor warrants that the goods or services provided to the City including,
but not limited to, equipment and materials provided shall conform to the professional
standards of care and practice in effect at the time the goods or services are provided or
performed, be of the highest quality, and be free from all faults, defects or errors.
Whenever required by the specifications of the procurement documents, the vendor
warrants that all equipment and materials provided shall be new.
(18). If the vendor is notified in writing of a fault, deficiency or errors in the goods or
services provided with 1 year from completion of the goods or services, the vendor shall,
at the City's option, either re -perform or re -deliver such portions of the goods or services
to correct such fault, defect or error, at no additional cost to the City, or refund to the City,
the charge paid by the City, which is attributable to such portions of the faulty, defective
or erroneous goods or services including, but not limited to, the costs for re -performance
or re -supply of the goods or services provided by other vendors.
(19). The vendor shall promptly correct all goods or services rejected by the City as
faulty, defective, or failing to conform to City contract documents whether observed before
or after substantial completion of the provision of the goods or services, and whether or
not fabricated, installed or completed. The vendor shall bear all costs of correcting such
rejected goods or services.
(20). The vendor shall take all necessary precautions for the safety of the City's and
the vendor's employees and the general public and shall erect and properly maintain at
all times all necessary vehicular and facility safeguards for the protection of the workers
and public. If necessary, the vendor shall post signs warning against hazards in and
around a work site. The vendor shall at all times, keep work areas free from
accumulation of waste materials or rubbish caused by his operations and shall promptly
remove any such materials to an approved disposal location.
Work Orders:
(1). The provision of goods or services, to be performed under the provisions of the
City contract documents may be commenced upon the execution of a work order issued
on a form provided by the City hereunder commencing the provision of goods and
services.
(2). Work orders executed by the City shall include a detailed description of
quantities, of goods or the type of services and a completion or delivery schedule. The
vendor shall review work orders and notify the City in writing of asserted inadequacies
for the City's correction, if warranted. In every case, if work is completed or goods are
provided by the vendor without authorization, the City is not obligated to compensate
the vendor for the unauthorized services or goods.
(3). If the services required to be performed or the goods to be provided by a work
141PaL,c
order are clearly defined, the work order shall be issued on a "fixed fee" basis. The vendor
shall perform all services or provide all goods required by the work order but, in no event,
shall the vendor be paid more than the negotiated fixed fee amount stated therein.
(4). If the services required to be performed or the goods to be provided are not
clearly defined, the work order may be issued on a "time or quantity basis method" and
contain a not -to -exceed amount. If a not -to -exceed amount is provided, the vendor shall
perform all work required or the goods required by the work order; but in no event, shall
the vendor be paid more than the not -to -exceed amount specified in the work order.
(5). If the services required to be performed or the goods to be provided are not
clearly defined, the work order may be issued on a ""time or quantity basis method" and
contain a limitation of funds amount. The vendor is not authorized to exceed that amount
without the prior written approval of the City which approval, if given, shall indicate a new
limitation of funds amount. The vendor shall advise the City whenever the vendor has
incurred expenses on any work order that equals or exceeds 80% of the limitation of funds
amount.
(6). For work orders issued on a "fixed fee basis", the vendor may invoice the
amount due based on the percentage of total goods provided or services actually
performed and completed; but, in no event, shall the invoice amount exceed a
percentage of the fixed fee amount equal to a percentage of the total goods provided or
services actually completed.
(7). For work orders issued on a 'time or quantity basis method" with a not -to -
exceed amount, the vendor may invoice the amount due for actual work hours performed
or goods provided but, in no event, shall the invoice amount exceed a percentage of the
not -to- exceed amount equal to a percentage of the total services actually completed or
goods provided.
(8). Each work order issued on a "fixed fee basis" or "time or quantity basis method"
with a not -to -exceed amount shall be treated separately for retainage purposes, if
retainage is agreed to in the compensation part of the contract documents, which shall
also be prescribed on the face of the work order. If the City determines that work is
substantially complete and the amount retained is considered to be in excess, the City
may, at its sole and absolute discretion, release the retainage or any portion thereof.
(9). For work orders issued on a "time or quantity basis method" with a limitation of
funds amount, the vendor may invoice the amount due for services actually performed
and completed. The City shall pay the vendor 100% of the approved amount on work
orders issued on a "time basis method" with a limitation of funds amount.
(10). Payments shall be made by the City to the vendor when requested as work
progresses for services furnished or as goods are provided as ordered, but not more than
once monthly. Each work order shall be invoiced separately. The vendor shall render to
the City, at the close of each calendar month, an itemized invoice properly dated,
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describing any services rendered or goods provided, the cost of the services or goods,
the name and address of the vendor, work order number, contract number and all other
information required by the City contract documents.
Change Orders:
(1). The City may revise the scope of services or order for goods set forth in any
particular work order.
(2). Revisions to any work order shall be authorized in writing by the City as a
change order. Each change order shall include a schedule of completion for the goods or
services authorized. Change orders shall identify the City contract documents and the
appropriate work order number. Change orders may contain additional instructions or
provisions specific upon certain aspects of the City contract documents pertinent to the
goods or services to be provided. Such supplemental instructions or provisions shall not
be construed as a modification of the City contract documents. An agreement between
the City and the vendor on and execution of any change order shall constitute a final
settlement and a full accord and satisfaction of all matters relating to the change and to
the impact of the change on unchanged goods or work, including all direct and indirect
costs of whatever nature, and all adjustments to the vendor's schedule.
Compensation:
(1). The vendor shall be paid in accordance with the schedule of charges as set
forth in the exhibit attached to the contract documents.
(2). Unless the schedule of charges as set forth in the exhibit attached to the
contract documents provides for a change in compensation during the course of the
period for the provision of goods or services, no adjustments shall be made at any time
whether by contract amendment or otherwise.
(3). There are no reimbursable expenses to be paid to the vendor except as
specifically set forth herein.
Invoice Process:
(1). Invoices, which are in an acceptable form to the City and without disputable
items, which are received by the City, will be processed for payment within 30 days of
receipt by the City. The Florida Local Government Prompt Payment Act shall apply when
applicable. A billing period represents the dates in which the vendor completed goods or
services referenced in an invoice.
(2). The vendor will be notified of any disputable items contained in invoices
submitted by the vendor within 15 days of receipt by the City with an explanation of the
deficiencies.
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(3). The City and the vendor will make every effort to resolve all disputable items
contained in the vendor's invoices.
(4). Each invoice shall reference the City contract documents, the appropriate work
order and change order if applicable; social security number (for individual vendors) or
the Federal Employer Identification Number (for proprietorships, partnerships,
corporations and similar entities and the billing period.
(5). Invoices are to be forwarded directly to the City contact person set forth in the
contract documents.
(6). All goods or services provided shall be billed by the vendor at the contract price,
regardless of which City department was provided the goods or services.
(7). Under certain emergency procurements and for most time and material
purchases, final job costs cannot be accurately determined at the time orders are
placed. In such cases, final payment in full is contingent on a determination of
reasonableness with respect to all invoiced charges. Charges which appear to be
unreasonable will be researched and challenged by the City, and that portion of the
invoice held in abeyance until a settlement can be reached. Upon determining that
invoiced charges are not reasonable, the City shall promptly notify the vendor, in writing,
as to those charges which it considers unreasonable and the basis for the determination.
A vendor may not institute legal action unless a settlement cannot be reached within 30
days of notification. This provision shall not relieve the City of its prompt payment
obligations with respect to those charges which are not in dispute.
Commencement/implementation Schedule Of Agreement.
(1). The vendor shall commence the provision of goods or services as described in
the City contract documents upon execution of the City contract documents or execution
of the City contract documents and execution of a work order issued by the City,
whichever may be appropriate.
(2). The vendor and the City agree to make every effort to adhere to the schedules
required by the City or as established for the various work orders. However, if the vendor
is delayed at any time in the provision of goods or services by any act or omission of the
City or force majeure and not resulting from the inactions or actions of the vendor and
beyond the vendor's control which would not reasonably be expected to occur in
connection with or during performance or provision of the goods or services, or by delay
authorized by the City pending a decision, or by any cause which the City shall decide to
justify the delay, the time of completion shall be extended for such reasonable time as the
City may decide in its sole and absolute discretion. It is further expressly understood and
agreed that the vendor shall not be entitled to any damages or compensation, or be
reimbursed for any losses on account of any delay or delays resulting from any of the
aforesaid causes or any other cause whatsoever. The sole remedy available to the vendor
shall be additional time in which to perform service or provide goods.
171 P�igc
Term/Len_mth Of Agreement:
(1). The term of agreement shall be as stated the City contract documents.
(2). After the initial term, renewals shall occur as stated the City contract documents.
Designated Representatives:
(1). The City's designated representative, to represent the City in all matters
pertaining to and arising from the work and the performance shall be as stated in the
City contract documents.
(2). The City's designated representative, shall have the following responsibilities:
(a). Examination of all work and rendering, in writing, decisions
indicating the City's approval or disapproval within a reasonable time so
as not to materially delay the work of the vendor;
(b). Transmission of instructions, receipt of information, and
interpretation and definition of City's policies and decisions with respect to
design, materials, and other matters pertinent to the work covered by the
City contract documents;
(c). Giving prompt written notice to the vendor whenever the City
official representative knows of a defect or change necessary in the
project; and
(d). Coordinating and managing the vendor's preparation of any
necessary applications to governmental bodies, to arrange for submission
of such applications.
(3). The vendor's designated representative shall be the signatory on the City
contract documents at the address set forth therein unless the vendor notifies the City of
another person or address in writing.
Termination/Suspension Of Agreement.-
(1).
greement:
(1). The City may terminate the vendor for convenience at any time or for any of the
reasons as follows:
(a). If, in the City's opinion, adequate progress is not being made by
the vendor in the provision of goods or services due to the vendor's failure
to perform;
(b). If, in the City's opinion, the quality of the goods or services
181 Pa -C
provided by the vendor is not in conformance with commonly accepted
professional standards, standards of the City, or the requirements of
Federal or State regulatory agencies, and the vendor has not corrected
such deficiencies in a timely manner as reasonably determined by the
City;
(c). The vendor is indicted or has a direct charge issued against
it/him/her for any crime arising out of or in conjunction with any work that
has been performed by the vendor;
(d). The vendor becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of
creditors;
(e). The vendor violates the standards of conduct provisions herein or
any provision of law or any provision of the City's code of conduct or
policies; or
(f). The violation of any term or condition or any substantive
requirement of law
(2). In the event of any of the causes described herein, the City's designated
representative may send a certified letter to the vendor requesting that the vendor show
cause why the vendor should not be terminated. If assurance satisfactory to the City of
corrective measures to be made within a reasonable time is not given to the City within 7
calendar days of the date of the letter, the City may consider the vendor to be in default,
and may then immediately terminate the vendor.
(3). In the event that the vendor is terminated for cause and it is later determined
that the cause does not exist, then the vendor shall be deemed to have been terminated
for convenience by the City and the City shall have the right to so terminate the City
contract documents without any recourse by the vendor except for sums due for goods or
services received for the benefit of the City in accordance with the City contract
documents.
(4). In case of failure to deliver goods or services in accordance with the contract
terms and conditions, the City, after due oral or written notice, may procure them from
other sources and hold the vendor responsible for any resulting additional purchase and
administrative costs. This remedy shall be in addition to any other remedies which the
City may have.
(5). The City may terminate a vendor in whole or part and with regard to specific
work orders or procurements.
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Termination By Vendor For Cause:
(1). The vendor may terminate its contractual obligations to the City only if the City
fails to pay the vendor in accordance with the City contract documents.
(2). In the event of a failure of the City to pay the vendor, the vendor shall send a
certified letter requesting that the City show cause why the contractual obligations of the
vendor to the City should not be terminated. If adequate assurances are not given to the
vendor within 15 days of the receipt by the City of the notice, then the vendor may
consider the City to be in default, and may immediately terminate its performance to the
City.
Termination By The City Without Cause:
(1). Notwithstanding any provision of the City contract documents, the City shall
have the right at any time to terminate the vendor's provision of goods and services to
the City without cause, or terminate any specific work order without cause, if such
termination is deemed by the City to be in the public interest, or the vendor is notified in
writing of deficiencies or default in the performance of its duties in which case the vendor
shall have 10 days to correct same or to request, in writing a hearing before the City.
(2). Failure of the vendor to remedy said specified items of deficiency or default in
the notice by either the City's designated representative within 10 days of receipt of
such notice of such decisions, shall result in the termination of the vendor, and the City
shall be relieved of any and all responsibilities and liabilities under the terms and
conditions.
(3). The City shall have the right to terminate the vendor without cause with a 60
day written notice to the vendor.
(4). In the event that the vendor is terminated, the City shall identify any specific
work order being terminated and the specific work order to be continued to completion
pursuant to the provisions of the City contract documents.
(5). The City contract documents will remain in full force and effect as to all
authorized work orders that is/are to be continued to completion.
Payment In The Event Of Termination:
(1). In the event the provision of goods or services by the vendor to the City is
terminated or canceled prior to final completion without cause, payment for the unpaid
portion of the services provided by the vendor through the date of termination, and any
additional services, shall be paid to the vendor.
20�i' i re
(2). Failure of the vendor to deliver good or perform services within the time
specified, or within a reasonable time as determined by the City or failure to make
replacements of rejected goods or services when so requested, immediately or in a time
period directed by the City, shall constitute authority for the City to purchase in the open
market good or services of comparable grade or quality so as to replace the goods or
services rejected, not delivered, nor completed. On all such purchases, the vendor shall
reimburse the City, within a reasonable time specified by the City, for any expense
incurred in excess of the agreed upon compensation. Such purchases shall be
deducted from quantities or goods of services. Should public necessity demand it, the
City reserves the right to utilize services or use or consume goods or services delivered
or provided which are substandard in quality, subject to an adjustment in price to be
determined by the City. The vendor shall not be liable for any excess costs if acceptable
evidence has been submitted to the City that failure to perform service or provide goods
was due to causes beyond the control and without the fault or negligence of the vendor
as a result of force majeure.
(3). The vendor shall perform its services consistent with the professional skill and
care ordinarily provided by architects practicing in the Orlando area under the same or
similar circumstances. The vendor shall perform its services as expeditiously as is
consistent with such professional skill and care and the orderly progress of the Project
as agreed to with the City. If the vendor's services fall below this standard of care, then
the City shall provide notice of the same to the vendor and allow the vendor an
opportunity of 5 business days to correct such services before the vendor shall be
liable for any damages suffered or incurred by the City as a result of such failure of the
vendor to meet the aforementioned standard of care. Failures of the same type and
nature shall not require that the City issue a notice and shall not afford the vendor with
an opportunity to cure.
(4). Failure of the vendor to perform services within the time specified, or within a
reasonable time as determined by the City or failure to make replacements of rejected
services when so requested, immediately or in a time period directed by the City, shall
constitute authority for the City to purchase in the open market services of comparable
quality so as to replace the services rejected, not delivered or not completed. On all
such purchases, the vendor shall reimburse the City, within a reasonable time specified
by the City, for any expense incurred in excess of the agreed upon
compensation. Such purchases shall be deducted from services. Should public
necessity demand it, the City reserves the right to utilize services delivered or provided
which are substandard in quality, subject to an adjustment in price to be determined by
the City; provided, however, that the vendor shall not be absolved on any liability
resulting from such substandard work. The vendor shall not be liable for any excess
costs if acceptable evidence has been submitted to the City that failure to perform
service was due to causes beyond the control and without the fault or negligence of the
vendor as a result of force majeure as defined herein.
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Action Following Termination:
(1). Upon receipt of notice of termination given by either party, the terminated party
shall promptly discontinue the provision of all goods or services, unless the notice
provides otherwise.
(2). In the event of such a termination by the City, the City shall be liable for the
payment of all goods and service properly provided or performed prior to the effective
date of termination and for all portions of ordered goods or services which cannot be
cancelled and were placed prior to the effective date of termination and other reasonable
costs associated with the termination.
(3). If the vendor is terminated or is not allowed to complete all the services called for
by this Agreement through no fault of its own or through an assignment of this
Agreement to a Purchaser,_the vendor shall not be held responsible for the accuracy,
completeness or constructability of the Instruments of Service prepared by the vendor if
used, changed or completed by the City or by another party. Furthermore, if the City
decides to complete the Project through the use of another vendor and uses the
Instruments of Service, the City agrees to the following conditions:
(a). The vendor will remove its name from the Construction Documents;
(b). The City waives all claims against the vendor related to the use of
the Instruments of Service;
(c). The City will defend, indemnify and hold harmless the vendor for
any claims, liabilities or damages arising out of or related to the use of the
Instruments of Service, but only to the extent and limits as may be
authorized by controlling law to include, but not be limited to, Section
768.28, Florida Statutes;
(d). All invoices due to the vendor must be paid in full.
Suspension:
(1). The performance or provision of the vendor's goods or services under any work
order or under the City contract documents may be suspended by the City at any time.
(2). In the event the City suspends the performance or provision of the vendor's
services hereunder, the City shall so notify the vendor in writing, such suspension
becoming effective within 7 days from the date of mailing, and the City shall pay to the
vendor within 30 days all compensation which has become due to and payable to the
vendor to the effective date of such suspension. The City shall thereafter have no further
obligation for payment to the vendor for the suspended provision of goods or services
221f'aL,c
unless and until the City's designated representative notifies the vendor in writing that the
provision of the goods or services of the vendor called for hereunder are to be resumed
by the vendor.
(3). Upon receipt of written notice from the City that the vendor's provision of goods or
services hereunder are to be resumed, the vendor shall continue to provide the services
to the City.
Insurance:
(1). The vendor shall obtain or possess and continuously maintain the following
insurance coverage, from a company or companies, with a Best Rating of A- or better,
authorized to do business in the State of Florida and in a form acceptable to the City and
with only such terms and conditions as may be acceptable to the City unless the bid
documents exclude or include certain types of insurance coverage or the level of
coverage:
(a). Workers Compensation/Employer Liability: The vendor shall
provide Worker's Compensation for all employees. The limits will be
statutory limits for Worker's Compensation insurance and $3,000,000 for
Employer's Liability.
(b). Comprehensive General Liability: The vendor shall provide
coverage for all operations including, but not limited to, contractual,
products, complete operations, and personal injury. Commercial General
Liability is to include premises/operations liability, products and completed
operations coverage, and independent vendor's liability or owner's and
vendor's protective liability. The limits will not be less than $2,000,000
Combined Single Limit (CDL) or its equivalent.
(c). Comprehensive Automobile Liability: The vendor shall provide
complete coverage for owned and non -owned vehicles for limits not less
than $2,000,000 CSL or its equivalent.
(d). Professional Liability: The vendor shall provide coverage for all
professional services performed. The limits will not be less than $2,000,000
CSL or its equivalent.
(e). Sex Abuse Liability: The vendor shall provide coverage with limits
not less than $1,000,000 CDL or its equivalent.
(2). All insurance other than Workers Compensation to be maintained by the vendor
shall specifically include the City as an additional insured.
(3). The vendor shall provide Certificates of Insurance to the City evidencing that all
such insurance is in effect prior to the commencement of provision of goods or services
231Pii g
to the City. These Certificates of Insurance shall become part of the contract documents.
Neither approval by the City nor failure to disapprove the insurance furnished by the
vendor shall relieve the vendor of the vendor's full responsibility for performance of any
obligation including the vendor's indemnification of the City. If, during the period which an
insurance company is providing the insurance coverage required, an insurance company
shall: (i) lose its Certificate of Authority, (ii) no longer comply with Section 440.57, Florida
Statutes, or (iii) fail to maintain the requisite Best's Rating and Financial Size Category,
the vendor shall, as soon as the vendor has knowledge of any such circumstance,
immediately notify the City and immediately replace the insurance coverage provided by
the insurance company with a different insurance company meeting the requirements.
Until such time as the vendor has replaced the unacceptable insurer with insurance
acceptable to the City, the vendor shall be deemed to be in default.
(4). The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, 30 days prior notice
will be given to the City by submission of a new Certificate of Insurance.
(5). The vendor shall furnish Certificate of Insurance directly to the City. The
certificates shall clearly indicate that the vendor has obtained insurance of the type,
amount and classification required.
(6) Nothing herein or any other action of the City shall be construed .as the City's
waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida
Statutes.
(7). The City shall have no liability except as specifically provided herein
(8). All insurance shall be primary to, and not contribute with, any insurance or self-
insurance maintained by the City.
(9). Should any of the required insurance be provided under a claims -made form,
the vendor shall maintain such coverage continuously throughout the term of its
contractual relationship with the City and, without lapse, for a period of 3 years beyond
the expiration of the contractual relationship with the City, to the effect that, should
occurrences during the contract term give rise to claims made after expiration of the
relationship, such claims shall be covered by such claims -made policies.
(10). Should any required insurance lapse during the term of the vendor's contractual
relationship with the City, requests for payments originating after such lapse shall not be
processed until the City receives satisfactory evidence of reinstated coverage as required
by the City, effective as of the lapse date. If insurance is not reinstated, the City may, at
its sole option, terminate the vendor's contractual relationship with the City effective on
the date of such lapse of insurance and seek any and all other remedies at law.
241 Page
Indemnification:
(1). To the fullest extent permitted by law, the vendor shall indemnify, hold harmless
and defend the City, its agents, servants, officers, officials and employees, or any of them,
from and against any and all claims, damages, losses, and expenses including, but not
limited to, attorney's fees and other legal costs such as those for paralegal, investigative,
and legal support services, and the actual costs incurred for expert witness testimony,
arising out of or resulting from the performance or provision of good or provided to the
City if caused in whole or part by the error, omission, negligent act, failure to act,
malfeasance, misfeasance, conduct, or misconduct of the vendor related in any way to
the performance of services or the provision of goods to the City.
(2). To the extent applicable, in accordance with Section 725.06, Florida Statutes,
adequate consideration has been provided to the vendor for its obligations, the receipt
and sufficiency of which is hereby specifically acknowledged.
(3). Nothing herein shall be deemed to affect the rights, privileges, and immunities
of the City as set forth in Section 768.28, Florida Statutes.
(4). In claims against any person or entity indemnified by an employee of the vendor
anyone directly or indirectly employed by the vendor or anyone for whose acts the vendor
may be liable, this indemnification obligation shall not be limited by a limitation on amount
or type of damages, compensation or benefits payable by or for the vendor under Workers
Compensation acts, disability benefit acts, or other employee benefit acts.
(5). The execution of the contract documents by the vendor shall obligate the
vendor to comply with the indemnification provisions; provided, however, that the
vendor must also comply with insurance coverage requirements.
(6). The vendor shall submit a report to the City within 24 hours of the date of any
incident resulting in damage or which is reasonably likely to result in a claim of damage.
(7). In the event that the vendor is providing services as a "design professional", the
indemnification by the vendor running in favor of the City shall be to the maximum extent
permissible under the provisions of Section 725.08, Florida Statutes.
(8). The vendor shall also indemnify, defend and hold harmless all Indemnitees from
all suits or claims for infringement of the patent rights, copyright, trade secret, trade name,
trademark, service mark, or any other proprietary right of any person or persons in
consequence of the use by the City, or any of its officers, officials, boards, commissions,
officers or employees of articles, work or deliverables supplied in the performance of
services. Infringement of patent rights, copyrights, or other proprietary rights in the
performance of the vendor's contractual relationship with the City, if not the basis for
indemnification under the law, shall nevertheless be considered a material breach of
contract. With regard to photography, video images, art work, audio recordings, or any
25 113c
other type of intellectual property, of whatsoever type or nature, the vendor shall ensure
that all rights necessary to convey all rights of ownership to the City have been obtained
such that unencumbered ownership of the materials vest in the plenary scope in the City.
(9). To the extent applicable in the performance of this Agreement, the provisions of
Section 558.0035, Florida Statutes, shall be deemed to be applicable; provided,
however, that the City does not, by the terms of this provision, agree to limit any legal
right or remedy that is may possess with regard to the performance of the vendor under
this Agreement.
Compliance With Law:
(1). The vendor shall at all times comply with law when engaging in its contractual
relationship with the City. The term "law" means any and all controlling Federal, State or
local law. The term shall also mean as such law is amended from time -to -time. The term
shall include, but not be limited to statutes, codes, rules and regulations.
(2). Without limiting the generality of the foregoing, the vendor shall:
(a). Comply with the provisions of the Federal Civil Rights Act of 1964.
(b). Comply with the Americans With Disabilities Act.
(c). Not employ undocumented immigrant workers or otherwise violate
the provisions of the Immigration Reform and Control Act of 1986 or any
similar law or law of similar effect.
(d). Comply with the Contract Work Hours and Safety Standards Act.
(e). Comply with the Clean Air Act.
(f). Comply with the Water Pollution Control Act.
(g). Comply with the investment prohibitions under Federal and
State law.
(3). The vendor agrees to report each violation that becomes known to the vendor to
the City and understands and agrees that the City will, in turn, report each violation as
required to the appropriate agency with jurisdiction over the matter.
(4). The vendor shall be bound by applicable law to the same extent that the City
would be as if such provisions were fully set forth in these terms and conditions.
Controllina LawNenue;
(1). The City's contractual relationship with the vendor shall be governed by the laws
261Pai-c
of the State of Florida regardless of any other consideration or doctrine of the choice of
law.
(2). Venue for any legal proceeding shall be in the State Courts of Seminole County,
Florida; the State and County in which the City is located.
Access To Records/Public Records:
(1). The vendor shall maintain books, records, documents, time and costs accounts
and other evidence directly related to its provision or performance of services under the
City contract documents. All-time records and cost data shall be maintained in
accordance with generally accepted accounting principles. Upon termination of the City
contract documents, the vendor shall deliver all records, data, memoranda, models, and
equipment of any nature that are in the vendor's possession or under the vendor's control
and that are the City's property or relate to the City's business.
(2). The vendor shall maintain and allow access to the records for a minimum period
of 5 years after the completion of the provision or performance goods or services under
to the City and date of final payment for said goods or services, or date of termination of
the contract documents.
(3). The vendor agrees to fully comply with all State laws relating to public records.
In order to comply with Section 119.0701, Florida Statutes, the vendor must:
(a). Keep and maintain public records required by the City to perform
the service.
(b). Upon request from the City's custodian of public records, provide
the public with a copy of the public records requested or allow the records
to be inspected or copied within a reasonable time 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 for the duration of the term of the City contract
documents and following completion of the provision of goods or services
to the City if the vendor does not transfer the records to the City.
(d). Upon completion of the provision of goods or services to the City,
transfer, at no cost, to the City all public records in possession of the vendor
or keep and maintain public records required by the City to perform the
service. If the vendor transfers all public records to the City upon completion
of the provision of goods or services to the City, the vendor shall destroy
any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the vendor keeps and
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maintains public records upon completion of the City contract documents,
the vendor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
(e). If the vendor does not comply with a public records request, the
City shall enforce any and all Agreement provisions in accordance with the
City contract documents and the vendor shall be subject to all rights and
remedies of the City and the public under controlling State law.
(f). A request to inspect or copy public records relating to the City
contract documents must be made directly to the City. If the City does not
possess the requested records, the City shall immediately notify the vendor
of the request, and the vendor must provide the records to the City or allow
the records to be inspected or copied within a reasonable time. Failure by
the vendor to grant such public access and comply with public records
requests shall be grounds for immediate unilateral cancellation of the City
contract documents 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.
(4). The vendor agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained
until all litigation, claims or audit findings involving the records have been resolved and
final action taken.
(5). 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, TRACI HOUCHIN, CITY CLERK,
CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE,
SANFORD, FLORIDA 32771, TRACI.HOUCHIN@SANFORDFL.GOV.
(6). The City reserves the right to unilaterally terminate if the vendor refuses to allow
public access to all documents, papers, letters, or other materials subject to provisions of
Chapter 119, Florida Statutes, and other applicable law, and made or received by the
vendor in conjunction, in any way, with goods or services provided to the City.
Codes And Design Standards; Expertise Of Vendor.
(1). All goods or services to be provided for performed by the VENDOR shall, at a
minimum, be in conformance with commonly accepted industry and professional codes
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and standards, standards of the City, and the laws of any and all Federal, State and local
regulatory agencies or which, otherwise, have jurisdiction over the goods or services.
(2). If the provision of goods or services relate to matters that are subject to the
standards of the Federal Emergency Management Agency, the Federal Highway
Administration , the Florida Department of Transportation or a similar agency of
government which provides funding to the City or provides grants to the City; the vendor
shall ensure that it complies in all respects with the rules, regulations and policies relating
to such matters so as to ensure that the City is not rejected for grants or denied a funding
source.
(3). The vendor shall be responsible for keeping apprised of any changing laws,
applicable to the goods or services to be performed under the City contract documents.
Assignability.
(1). The vendor shall not sublet, assign or transfer any interest in a City contract, or
claims for the money due or to become due out of a City contract to a bank, trust company,
or other financial institution without written City approval. When approved by the City,
written notice of such assignment or transfer shall be furnished promptly to the City.
(2). The vendor agrees to reasonably participate in the contractual "piggybacking"
programs pertinent to governmental entities as may be authorized by law.
Force Maieure:
Neither party shall be considered in default in performance of its obligations hereunder to
the extent that performance of such obligations, or any of them, is delayed or prevented
by Force Majeure. Force Majeure shall include, but not be limited to, hostility, terrorism,
revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any
law, proclamation, regulation, or ordinance or other act of government, or any act of God
or any cause whether of the same or different nature, existing or future; provided that the
cause whether or not enumerated is beyond the control and without the fault or negligence
of the party seeking relief.
Post Audits:
(1). The City may perform, or cause to have performed, an audit of the records of
the vendor before or after final payment to support final payment to the vendor. This
audit shall be performed at a time mutually agreeable to the vendor and the City
subsequent to the close of the final fiscal period in which goods or services are provided
or performed. Total compensation to the vendor may be determined subsequent to an
audit as provided for in this Section, and the total compensation so determined shall be
used to calculate final payment to the vendor. Conduct of this audit shall not delay final
payment as required by this Section.
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(2). In addition to the above, if Federal, State, County, or other entity funds are used
for any goods or services under the City contract documents, the Comptroller General of
the United States or the Chief Financial Officer of the State of Florida, or a county or
municipality with jurisdiction or any representatives, shall have access to any books,
documents, papers, and records of the vendor which are directly pertinent to goods or
services provided or performed under the City contract documents for purposes of making
audit, examination, excerpts, and transcriptions. In every respect, the vendor shall ensure
compliance with any applicable requirements of governmental agencies including, but not
limited to, their pre -audit and post -audit requirements.
(3). In the event of any audit or inspection conducted reveals any overpayment by
the City, the vendor shall refund such overpayment to the City within 30 days of notice by
the City of the request for the refund.
Code Of Conduct:
(1). If a vendor colludes to engage in the violation of a City Purchasing Policy, or a
procedure relating thereto, such action shall subject the vendor to debarment and any
other action authorized by controlling law and shall constitute a breach of contract and
default.
(2). The vendor shall not discriminate against any employee or applicant for
employment because of to race, color, religion, sex, age, national origin, sexual
orientation, disability, or any other basis prohibited by Federal of State law relating to
discrimination in employment or against faith -based organizations. The vendor shall post
in conspicuous places, available to employees and applicants for employment, notices
setting forth this nondiscrimination policy.
(3). The vendor, in all solicitations or advertisements for employees placed by or on
behalf of the vendor, shall state that the vendor is an equal opportunity employer.
(4). Notices, advertisements and solicitations placed in accordance with Federal or
State law, shall be deemed sufficient for the purpose of meeting the notice requirements
set forth herein.
(5). The vendor shall reasonably cooperate at all times with the City and other City
consultants and professionals.
(6). The vendor certifies that it has not colluded with any other vendor or bidder with
regard to providing goods or services to the City or engaged in fraud with regard to the
City and it has not offered or received any kickbacks or inducements from any other
vendor or subvendor and that it has not conferred on any public employee having official
responsibility for the City with regard to procurement activities any payment, loan,
subscription, advance, deposit of money, services or anything of more than nominal
value, present or promised, unless consideration of substantially equal or greater value
was exchanged. This certification shall be a continuing certification and the vendor owes
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the City the continuing obligation to refrain from any such activity.
(7). The vendor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the vendor, to solicit or
secure a contractual relationship with the City and that the vendor has not paid or
agreed to pay any person, company, corporation, individual or firm other than a bona
fide employee working solely for the vendor, any fee, commission, percentage, gift, or
any other consideration, contingent upon or resulting from the award of a contract by
the City.
(8). The vendor hereby certifies that no undisclosed (in writing) conflict of interest
exists with respect to the Agreement, including, but not limited to, any conflicts that may
be due to representation of other clients, customers or vendees, other contractual
relationships of the vendor, or any interest in property that the vendor may have. The
vendor further certifies that any conflict of interest that arises during the term of the City
contract documents shall be immediately disclosed in writing to the City.
(9). The vendor shall ensure that all taxes due from the vendor are paid in a timely
and complete manner including, but not limited to, the local business tax.
(10). If the City determines that any employee or representative of the vendor is not
satisfactorily performing his/her assigned duties or is demonstrating improper conduct
pursuant to any assignment or work performed under the City contract documents, the
City shall so notify the vendor, in writing. The vendor shall immediately remove such
employee or representative of the vendor from such assignment.
(11). The vendor shall not publish any documents or release information regarding it
contractual relationship with the City to the media without prior approval of the City.
(12) The vendor shall certify, upon request by the City, that the vendor maintains a drug
free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to
submit this certification may result in termination.
(13). If the vendor is placed on the convicted vendor list following a conviction for a
public entity crime, such action may result in termination of the City contract documents
by the City. The vendor shall provide a certification of compliance regarding the public
crime requirements set forth in State law upon request by the City.
(14). The City will not intentionally award publicly funded contracts to any vendor
who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8, United States Code, Section 1324a(e) Section
274A(e) of the Immigration and Nationally Act (INA). The City shall consider the
employment by the vendor of unauthorized aliens, a violation of Section 274A (e) of the
INA. Such violation by the vendor of the employment provisions contained in Section
274A (e) of the INA shall be grounds for immediate termination of the vendor by the City.
The vendor shall utilize the United States Department of Homeland Security's E -Verify
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system to verify the employment eligibility of all new employees hired by the vendor
during the term of the its contractual obligations to the City. The vendor shall expressly
require any subcontractors performing work or providing services to likewise utilize the
United States Department of Homeland Security's E•Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the term
of the vendor's contractual obligations to the City.
(15). The vendor agrees to comply with environmental law applicable to the goods or
services provided to the City. The vendor agrees that any program or initiative involving
the work that could adversely affect any personnel involved, citizens, residents, users,
neighbors or the surrounding environment will ensure compliance with any and all
employment safety, environmental and health laws.
(16). The vendor shall ensure that all goods or services are provided to the City after
the vendor has obtained, at its sole and exclusive expense, any and all permits, licenses,
permissions, approvals or similar consents.
(17). If applicable, in accordance with Section 216.347, Florida Statutes, the vendor
shall not use funds provided by the City under the contract documents for the purpose of
lobbying the Legislature, the judicial branch or a State agency.
(18). The vendor shall advise the City in writing of it who has been placed on a
discriminatory vendor list, may not submit a bid on a contract to provide goods or services
to a public entity, or may not transact business with any public entity.
(19). The vendor shall not engage in any action that would create a conflict of interest
in the performance of that actions of any City employee or other person during the course
of performance of, or otherwise related to, the City contract documents or which would
violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes,
relating to ethics in government. No official or employee of the City who is authorized in
his or her official capacity to negotiate, make, accept or approve, or to take part in
negotiating, making, accepting or approving any contract or subcontract in connection
with a City project shall have, directly or indirectly, any financial or other personal interest
in any such contract or subcontract. No engineer, attorney, appraiser, inspector or other
person performing services to the City in connection with a City project shall have, directly
or indirectly, a financial or other personal interest, other than his or her employment or
retention by the City, in any contract or subcontract in connection with such City project.
No officer or employee of such person retained by the City shall have, directly or indirectly,
any financial or other personal interest in any real property acquired for a City project.
(20). The vendor certifies that it is not a scrutinized entity as identified in Section
287.135, Florida Statutes, and shall notify the City if it were to become such an entity.
Subcontractors:
(1). Any vendor -proposed subvendor shall be submitted to the City for written
32111L -c
approval prior to the vendor entering into a subcontract. Subvendor information shall
include, but not be limited to, governmental registrations, business address, local
business tax proof of payment and insurance certifications.
(2). The vendor shall coordinate the provision of goods or services and work product
of any City approved subvendors, and remain fully responsible for goods and services
provided to the City.
(3). Any subcontracts with all subvendors shall be in writing and shall incorporate
the City's terms and conditions and require the subvendors to assume performance of
the vendor's duties commensurately with the vendor's contractual duties to the City it
being understood that nothing herein shall in any way relieve the vendor from any of its
duties to the City.
(4). The vendor shall provide the City with executed copies of all subcontracts.
(5). A vendor shall:
(a). Pay subcontractor(s) within 7 days of the vendor's receipt of
payment from the City for the proportionate share of the payment received
for work performed by the subcontractor(s) under the contract; with the
City; or
(b). Notify the department and the subcontractor(s), in writing, of the
vendor's intention to withhold payment and the reason such proposed
action.
(6). The vendor shall not attempt to engage the City in any dispute or any nature
between the vendor and its subcontractors. The vendor's relationship with its
subcontractors shall be conducted in a manner which furthers the vendor's provisions of
goods or services to the City.
City Purchasinq Goals/Performance Monitoring:
(1). It is the intent of the City to promote competition. The vendor shall advise the
City of any language, requirements, etc. or any combination thereof, in any City
instruction or document which the vendor feels may inadvertently restrict or limit the
requirements of the City to a single vendor or manufacturer.
(2). To ensure that the City's goals and objectives are implemented in a manner that
comports with City policy and sound public policy, the City may make such reasonable
investigations as deemed proper and necessary to determine the ability of the vendor to
perform the services/furnish the goods and the vendor shall furnish to the City all such
information and data for this purpose as may be requested. The City reserves the right to
inspect vendor's physical facilities prior to award to satisfy questions regarding the
vendor's capabilities and qualifications to carry out the obligations to the City and to
3311'a«e
provide the services or furnish the goods to the City. The City may conduct any
test/inspection it may deem advisable to assure goods and services conform to
specifications
(3). The City may, at any reasonable time, conduct any test/inspection it may deem
advisable to assure goods and services conform to the specifications.
Extent Of Agreement/integration/Amendment:
The City's contract documents constitute the entire integrated agreement between the
City and the vendor and supersede all prior written or oral understandings in connection
therewith.
(1). The terms and conditions contained herein, including the exhibits, constitute the
full and complete agreement between the City and the vendor to the date hereof, and
supersede and control over any and all prior agreements, understandings,
representations, correspondence and statements whether written or oral.
(2). The terms and conditions contained herein may only be amended,
supplemented or modified by a formal written amendment.
(3). Any alterations, amendments, deletions, or waivers of the terms and conditions
shall be valid only when expressed in writing and duly signed by the City and the vendor.
Notices:
(1). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place
for giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section.
(2). The parties' persons and places for giving of notice shall be the City's
contact/project manager and the vendor's signatory at the vendor's address set forth in
the contract documents as determined by the City.
(3). Written notice requirements shall be strictly construed and such requirements
are a condition precedent to pursuing any rights or remedies hereunder. The vendor
agrees not to claim any waiver by the City of such notice requirements based upon City
having actual knowledge, implied, verbal or constructive notice, lack of prejudice or any
other grounds as a substitute for the failure of the vendor to comply with the express
written notice requirements. Computer notification (e-mails and message boards) shall
not constitute proper written notice.
341I it2C
Waiver,
(1). The failure of the City to insist in any instance upon the strict performance of
any provision of the terms and conditions, or to exercise any right or privilege granted to
the City shall not constitute or be construed as a waiver of any such provision or right and
the same shall continue in force.
(2). Payment for goods or services by the City shall not constitute waiver of any type
of nature by the City.
Severability/Construction:
(1). If any term, provision or condition contained in the City's procurement
documents shall, to any extent, be held invalid or unenforceable, the remainder of the
contract documents, 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 the City contract
documents shall be valid and enforceable to the fullest extent permitted by law when
consistent with equity and the public interest.
(2). All terms and conditions shall be read and applied in para materia with all other
provisions.
Alternative Dispute Resolution (ADR):
(1). In the event of a dispute related to any performance or payment obligation
arising, the parties agree to exhaust any alternative dispute resolution procedures
reasonably imposed by the City prior to filing suit or otherwise pursuing legal remedies.
(2). The vendor agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary materials that were not presented for consideration to the
City in alternative dispute resolution procedures or which the vendor had knowledge
and failed to present during the City's procedures.
(3). In the event that the City's procedures are exhausted, and a suit is filed, or legal
remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes
through mediation. Mediator selection and the procedures to be employed in mediation
shall be mutually acceptable to the parties. Costs of mediation shall be shared equally
among the parties participating in the mediation.
No General City Obligation:
(1). In no event shall any obligation of the City be or constitute a general obligation
or indebtedness of the City, but shall be payable solely from legally available revenues
351Pa�e
and funds and the vendor shall have no right to impose the levy of ad valorem taxation
by the City.
(2). In no event shall the vendor have any right to cause the City to appropriate or
budget funds for any purpose or reason.
(3). Unless otherwise provided by law, a procurement for goods or services may be
entered into for any period of time deemed to be in the best interests of the City, provide
the time of the procurement and the conditions of renewal or extension, if any, are
included in the solicitation and funds are available for the period at the time of
procurement. Payment and performance obligations for succeeding fiscal periods shall
be subject to appropriate by the City of funds therefor.
(4). When funds are not appropriated or otherwise made available to support
continuation of the performance of services or the provision of goods in a subsequent
fiscal period, the agreement with the City shall be canceled and the vendor shall be
entitled for the reasonable value of any nonrecurring cost incurred, but not advertised in
the prices of the goods supplied or services provided under the City contract documents.
Exhibits:
Each exhibit referred to and attached to the City's contract documents, as are consistent
with the requirements herein with regard to using City forms and documents and other
terms and conditions, is an essential part of this contractual relationship. The exhibits and
any amendments or revisions thereto agreed upon by the parties, even if not physically
attached hereto, shall be treated as if a part of the contract documents.
Counterparts:
Contract documents may be executed in any number of counterparts, each of which shall
be deemed an original instrument as to those who have executed the document, but all
of which, taken together, shall constitute one and the same document; provided, however,
that, in the event of a disparity between the counterparts, the counterpart recorded in the
City's official records shall be controlling.
Probationary Period.
The first 90 days of the contractual relationship between the vendor and the city are to be
considered a "probationary" period. At the City's discretion, the vendor may be terminated
based on the performance of the vendor.
Most Favored Customer.
The City seeks and demands to be the most favored customer of each vendor who does
business with the City. The most favored customer is a customer or category of customers
that receives the best discounts from the vendor's commercial price list when procuring
361PLige
quantities comparable to the City's under similar terms and conditions. The vendor agrees
to provide the City discounts from the vendor's commercial price list that are equal to or
greater than the vendor's most favored customer is receiving.
The City will invoke the price reduction clause if the vendor violates its pricing/discount
relationship with the City by offering a better discount or better pricing to another
customer. The City shall request a price reduction from the date that the violation took
place. The vendor will owe the City a discount proportionately equal to that given the most
favored customer.
Public Emergencies.
It is hereby made a part of this proposal that before, during and after a public emergency,
disaster, hurricane, tornado, flood, terrorism, acts of God, or other events of a similar
nature, the City shall require a "first priority" for goods and services. It is vital and
imperative that the health, safety, and welfare of the citizens of the City are protected
from any emergency situation that threatens public health and safety as determined by
the City. The vendor agrees to provide all goods and services to the City or governmental
entities on a "first priority" basis. The City expects to pay contractual prices for all products
and/or services under the City's contract documents in the events referenced herein.
Should the vendor provide the City with goods or services not under the awarded
Agreement, the City expects to pay a fair and reasonable price for all goods or services
in the events listed above.
Scope of City Personnel Authority:
All City personnel who have received limited authority to sign contracts have a
responsibility to learn and determine acceptable contract language in order to avoid
situations which can become very costly to the City. It is to be noted that an individual
may become personally liable if he or she signs a contract that exceeds their purchasing
authority. Vendors may not benefit from wrongful actions of City employees which
obligate the City further than the employee's level of authority.
IN WITNESS WHEREOF, the City and Lunz have executed this instrument for
the purpose herein expressed and Lunz represents and affirms that the signatories
below have full and lawful authority to bind Lunz in every respect.
SIGNATURE BLOCKS FOLLOW ON THE NEXT PAGE:
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ATTEST.•
Mw—
Lacee
Meyer
Manager
ATTEST. -
THE LUNZ GROUP, LLC, a Florida
limited liabiNN-camnanv.
Bradley Lunz
President
Date: 0;3 a3 -,3(3 �
CITY OF SANFORIS
Traci Houchin, MMC, V Y ^t a By
-, Art W(
ECRM City Clerk,o Mayor
5
Approved as to form and legalirffciency.,
William L. Colbert
City Attorney
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a
ruff
J