2482 RFP 21/22-12 Disaster Debris Monitoring Svcs - COS & Witt O'BriensCITY OF
SXRFO
FINANCE DEPARTMENT }y!
Wednesday, May 31, 2023
To: City Clerk/Mayor
RE: RFP 21/22-12 Disaster Debris Monitoring Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑
Development Order
❑
Mayor's signature
❑
Final Plat (original mylars)
❑
Recording
❑
Letter of Credit
❑
Rendering
❑
Maintenance Bond
®
Safe keeping (Vault)
❑
Ordinance
❑
Deputy City Manager
❑
Performance Bond
❑
Payment Bond
❑
Resolution
❑
City Manager Signature
❑
❑
City Clerk Attest/Signature
❑
City Attorney/Signature
Once completed, please:
❑ Return originals to Purchasing- Department
❑ Return copies
Special Instructions: For Safe Keeping
Gl�aye� Ka-iye�r
From
T:\Dept_forms\City Clerk Transmittal Memo - 2009.doe
5/31/2023
Date
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
AGREEMENT BETWEEN THE CITY OF SANFORD AND WITT O'BRIEN'S, LLC./
NUMBER: RFP 21122-12/DISASTER DEBRIS MONITORING SERVICES
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
`
,day of t` �{ ,.;.._, 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 Witt O'Brien's, LLC, a limited liability
company organized under the laws of the State of Delaware which is authorized to do
business in the State of Florida, whose principal and mailing address is 818 Town &
Country Blvd, Suite 200, Houston, Texas 77024, (hereinafter referred to as "Witt
O'Brien, LLC"). The City and Witt O'Brien, LLC may be collectively referenced herein
as the "parties".
WITNESSETH:
IN CONSIDERATION of the mutual covenants, promises, and
representations contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Recitals. The above statements are true and form a material part
of this Agreement upon which the parties have relied.
Section 2. Authority. Each party hereto represents to the other that it
has undertaken all necessary actions to execute this Agreement, and that it has the
legal authority to enter into this Agreement and to undertake all obligations imposed on
it. The persons executing this Agreement for each party certify that they are
authorized to bind the party fully to the terms of this Agreement.
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Section 3. Scope of Agreement; Direction of the Provision of Goods and
Services.
(a). This Agreement is for the provision of goods and services set forth in the
attachments hereto and Witt O'Brien's LLC agrees to accomplish the provision of goods
and services specified in the attachments for the compensation set forth in those
documents relating to the provision of disaster debris monitoring services and for such
other goods and services as may be agreed upon by the parties as set forth in issued
work/purchase orders.
(b). It is recognized that Witt O'Brien, LLC shall provide goods and services as
directed by the City.
(C). The City's contact/project manager for all purposes under this Agreement
shall be the following:
Marisol Ordonez
Purchasing Manager
City of Sanford Finance Department
Purchasing Division
300 North Park Avenue
Sanford, Florida 32771
Phone: 407.688.5000; extension 5028
Email Marisol.ordonez@sanfordfl.gov
Section 4. Effective Date and Term of Agreement. This Agreement shall
take effect on the date that this Agreement is fully executed by the parties hereto. This
Agreement shall be in effect for a term of 1 year with the opportunity for 4 additional 1 -
year renewal periods when in the best interest of the City in its sole discretion. However,
the total length of this Agreement, including all renewals, shall not exceed 5 years. The
decision to renew or extend this Agreement shall be at the discretion of the City. Witt
O'Brien's shall review the quality and status of the disaster debris monitoring services
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delivered to the City with the City on an annual basis at which time(s) the City may
terminate this Agreement is its sole and absolute discretion. In any event, this Agreement
shall remain in effect until the goods and services to be provided by Witt O'Brien, LLC to
the City under each work order have been fully provided in accordance with the
requirements of the City; provided, however, that, the indemnification provisions and
insurance provisions of the standard contractual terms and conditions referenced herein
shall not terminate and the protections afforded to the City shall continue in effect
subsequent to such goods and services being provided by Witt O'Brien, LLC. No goods,
services or actions have been provided prior to the execution of this Agreement that would
entitle Tidal Basin for any compensation therefor.
Section 5. Compensation. The parties agree to compensation as set forth in
the attachments hereto, with the initial purchase of goods and services being in the
amounts set forth in the attachments hereto and, subsequently, as may be agreed upon
by the parties as set forth in issued work/purchase orders.
Section 6. Standard Contractual Terms and Conditions. All "Standard
Contractual Terms and Conditions", as provided on the City's website, apply to this
Agreement. Such Terms and Conditions may be found at the City's website, which are
attached hereto as Attachment "A"). 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. Witt O'Brien'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
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laws, Witt O'Brien's must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to provide goods 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.
(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 Witt O'Brien's upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the City in a format that is compatible with the information technology
systems of the City.
(b). If Witt O'Brien, LLC does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(c). Failure by Witt O'Brien's to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Witt O'Brien's shall promptly provide the City with a copy of any request
to inspect or copy public records in possession of Witt O'Brien, LLC and shall promptly provide
the City with a copy of Witt O'Brien, LLC response to each such request.
(d). IF THE CONTRACTORIVENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE
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PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI
HOUCHIN, MMC, 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) constitute the entire integrated agreement
between the City and Witt O'Brien, LLC 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 Witt O'Brien's issues a
purchase order, memorandum, letter, or any other instrument addressing the goods or
services, work, and materials 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.
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Section 10. Severability. If any term, provision or condition contained in
this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of
this Agreement, or the application of such term, provision or condition to persons or
circumstances other than those in respect of which it is invalid or unenforceable, shall not
be affected thereby, and each term, provision and condition of this Agreement shall be
valid and enforceable to the fullest extent permitted by law when consistent with equity
and the public interest.
Section 11. Waiver. The failure of the City to insist in any instance upon the
strict performance of any provision of this Agreement, or to exercise any right or privilege
granted to the City hereunder shall not constitute or be construed as a waiver of any such
provision or right and the same shall continue in force.
Section 12. Captions. The section headings and captions of this Agreement are
for convenience and reference only and in no way define, limit, describe the scope or
intent of this Agreement or any part thereof, or in any way affect this Agreement or
construe any provision of this Agreement.
Section 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same document.
Section 14. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the successors in interest, transferees and assigns of the parties. Each
party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement
and to undertake all obligations imposed on it. The signatories hereof represent that they
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have the requisite and legal authority to execute this Agreement and bind the respective
parties herein.
Section 15. Remedies. The rights and remedies of the parties, provided for under
this Agreement, are in addition to any other rights and remedies provided by law or
otherwise necessary in the public interest.
Section 16. Governing law, Venue and Interpretation. This Agreement is to
be governed by the laws of the State of Florida. Venue for any legal proceeding related
to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole
County, Florida. This Agreement is the result of bona fide arms length negotiations
between the City and Witt O'Brien's, 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. Conditions of Grants or Funding American Rescue Plan Act.
The following provisions shall apply to the provision of goods and services under the
provisions of this Contract and shall prevail in the event of inconsistency when
procuring goods or services as set forth relative to the American Rescue Plan Act
("ARPA") as the City will 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). Accordingly, the following
terms and conditions apply to the Vendor, 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
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provisions and requirements of Part 200, Code of Federal Regulations, entitled
"Uniform Administrative Requirements, Cost Principles, And Audit Requirements For
Federal Awards, Appendix II".
IN WITNESS WHEREOF, the City and Witt O'Brien, LLC have executed this
instrument for the purpose herein expressed and Witt O'Brien, LLC represents and affirms
that the signatories below have full and lawful authority to bind Witt O'Brien's in every
respect.
ATTEST.-
Signature
Printed Name: Kelly Stouffer
Title: Government contract Manager
WITT O'BRIEN'S, LLC., a limited
liability company organized under the
laws of the Delaware.
By:
" 4 �bllti t V
Signature of Authorized Person.
Printed Name: Cheryl Joiner
Title: Director Contracts & Compliance
Date- 3/30/2023
ATTEST: I CITY OF SAN
CT)D
Traci Houchin, MMC, FCRM �' y.Art.V1h uff
�. i; r ....,
City Clerk, IVlay�r
Approved as to form and legal sufficiency...''
_William L. Colbert
City Attorney
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9,-a
LI/
DocuSign Envelope ID: 1DDOE88A-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
NANFORD
G
' x FINANCE DEPARTMENT
EXHIBIT "A"
CONTRACT TERMS AND CONDITIONS FOR ALL CITY PROCUREMENTS
The following terms and conditions apply to all City of Sanford procurement
activities whether consummated by contract documents in the form of an
agreement, a work order, a purchase order or any other form of communication.
These terms and conditions are incorporated into such documents in full as if set
forth therein in haec verba.
The City's Vendor:
(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.
(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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Parlc Avenue • Sanford, Ft, 32771-1244. PO Box 1788 • Sanford, Fl 32772-1788
P. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
AL
.,�NFORD
{>
FINANCE DEPARTMENT
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 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
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr_
Mayor District 1 district 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 - PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021- sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF
A "RD
�5ANFO
FINANCE DEPARTMENT
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 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.
Jeff Triplett Art Woodruff Velma Fl. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford. FL 32771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF
SANYFORD
FINANCE DEPARTMENT
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 and the
City may request, and the vendor shall provide, employee addresses and drivers'
licenses. 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 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
Jeff Triplett Art Woodruff Velma H. V%filliams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 • PO Box 1788 . Sanford; FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
•
CITY OF
�iANFORDi
FINANCE DEPARTMENT
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.
City Rtahts 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.
Jeff Triplett Art Woodruff Velma Ff. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue - Sanford, FL 32771-1244 • PO Box 1788 - Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
r
CITY OF
NFORD,w
`k
FINANCE DEPARTMENT
(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 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
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mah:iny Norton N. Bonaparte, Jr.
Mayor District I District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 . PO Box 1788 - Sanford, FL 32772-1788
p. 407.688.5020 - f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
A=.��ANFORD
FINANCE DEPARTMENT
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 City:
(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.
Compliance By City/Estoppel Certificates:
Vendor agrees from time to time and within 10 days after request of City to deliver
to the City, or a grantor of the City, an estoppel certificate stating that this lease
is in full force and effect, the date to which rent has been paid, the unexpired term
of the procurement and such other matters pertaining to the procurement as may
be requested by the City. Any such statement may be relied upon by a grantor of
the City.
Expenditure Of City Funds:
(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 City Commission and, absent such approval, the contract is void.
Jeff Triplett Art Woodruff Velma 1-1. Williams Patrick Austin Patty iMahany Norton N. Bonaparte, Jr.
Mayor District i District 2 District 3 District 4 City Manager
City Nall, 2nd Floor • 300 North Park avenue . Sanford, FL 32771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
NA
v.,-xNFORD
,g
FINANCE DEPARTMENT
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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor- 300 North Park Avenue • Sanford, FL 32771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
SkNFORD
�¢fN'
FINANCE DEPARTMENT
(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.
(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,
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Maliany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District City Manager
City Hall, 2nd Floor - 300 North Park Avenue . Sanford, FL 32771-12.44 - PO Box 1788 < Sanford, Fl- 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF4B49-ABF94616A96DF9C1
CITY OF
'"'ORD
SANJU
UA -
-h`' FINANCE DEPARTMENT
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 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
JeffTriplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue - Sanford, FL 32771-1244 - PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl,gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF
"RD
�5ANFO
FINANCE DEPARTMENT
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 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte.. Jr.
Mlayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 - PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1 DDOEBBA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF
SkNFORD
FINANCE DEPARTMENT
(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, 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
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District i District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue . Sanford, FL 32771-1244 » PO Box 1738 - Sanford, FL 32772-1788
p. 407.688.5020 - f. 407.688.5021- sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
-%RD
FINANCE DEPARTMENT
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 an 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.
(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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District i District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
o
CITY OF
"RD
t�)ANF%j
..
FINANCE DEPARTMENT
(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.
Commencementllmplementation 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Nlayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue - Sanford, FL 32771-1244 - PO Box 1788 - Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 - sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
'a
CITY OF
Skil4FORD
FINANCE DEPARTMENT
Term/Len_oth 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 Ac
reemenf:
(1). The City may terminate the vendor for convenience at any time or for any
of the reasons as follows:
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District t District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 w PO Box 1788 . Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 - sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
,g
CITY OF
�iIANFU`RD
�*
FINANCE DEPARTMENT
(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
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/herfor 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 • PO Box 1788 Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
SANFORD
Fi
3 FINANCE DEPARTMENT
(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.
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 BV 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 - PO Box 1788 - Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1 DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
i
NANFORD
'6 FINANCE DEPARTMENT
(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.
(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.
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.
Jeff Triplett Art Woodruff Velma H. tNilliams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue - Sanford, FL 32771-1244 • PQ Box 1788. Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF
"z -,.N `RD
FO
FINANCE DEPARTMENT
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 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:
Each vendor shall possess and continuously maintain the insurance
requirements set forth in the City's Section 00618 Form entitled "Insurance
Requirements Outlined below applicable to Contracts for services when the
Contractors performs on or off City premises" which is part of this document as
set forth below.
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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty [Aahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue. • Sanford, FL 32771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 - f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF
S,kNFORD
FINANCE DEPARTMENT
(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 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.
Jeff Triplett Art Woodruff Velma H. 4^ti illiarnS Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 - PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4849-ABF9-4616A96DF9C1
CITY OF "RD
�5ANFO
FINANCE DEPARTMENT
(9). The vendor shall be held responsible for all accidents and shall indemnify,
hold harmless, and protect the City from all suits, claims and actions brought
against the City or its officials, representatives, agents, officers, and employees,
and all costs, damages, or liabilities to which the City or its officials,
representatives, agents, officers, and employees may be exposed, for any injury
or alleged injury to the person(s) or property(ies) of another resulting from
negligence or carelessness in the performance of the work, or in protection of the
project site, or from any improper or inferior workmanship, or from inferior
materials used in the work, or otherwise related to the project
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
9964.
(b). Comply with the Americans With Disabilities Act.
(c). Not employ illegal alien workers or otherwise violate the
provisions of the Immigration Reform and Control Act of 9986 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
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty iMahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
Ciq Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 • PO Box 1788 - Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
8•
CITY OF
`RD
SkNFO
FINANCE DEPARTMENT
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.
Controlling Law/Venue:
(1). The City's contractual relationship with the vendor shall be governed by
the laws 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 RecordslPublic 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
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Ave nue • Sanford, FL 32771-1244 - PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 - sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
a
CITY OF
NANFORD3
FINANCE DEPARTMENT
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 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
CONTRACTOR 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty tvlahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue . Sanford, FL 32771-1244 • PO Box 1788 - Sanford, FL 32772.-1788
p. 407.688.5020 • f. 407.688.5021 ^ sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
.r
CITY OF
,,xNFORD
FINANCE DEPARTMENT
(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 CONTRACTORIVENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-
5012, TRACI HOUCHIN, CITY CLERK, CITY OF SANFORD, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 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 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.
Jeff Triplett Art Woodruff Velma H,?A/ilfiams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue: -Sanford, FL 32.771-1244 - PO Box 1788. Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
�)ANFORDM
FINANCE DEPARTMENT
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 Majeure:
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, directly or indirectly, by Force Majeure. Force Majeure
shall include, but not be limited to, hostility, terrorism, revolution, civil commotion,
strike, epidemic, fire, flood, wind, earthquake, explosion, computer,
telecommunications, Internet service provider or hosting facility failures or delays
involving hardware, software or power systems not within party's possession or
reasonable control (including, but not limited to, delays or destruction of electronic
data or information resulting from failures of hard drives, storage disks, thumb
drives or other such digital media memory cards on which such information was
held), denial of service attacks, incompatibility of City's equipment or software
with equipment or software of a contractor/consultant/vendor, acts or omissions
of vendors or suppliers, transportation, telecommunications difficulties, 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
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue - Sanford, FL 32771-1244 , PO Box 1788 - Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 - sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
e
CITY OF
,,-.N GIRD
A F0
FINANCE DEPARTMENT
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.
(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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District i District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue - Sanford, FL 32771-1244. PO Box 1738 - Sanford, FL 32772-1788
p. 407.688.5020 - f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
SkNFORD
+ hr�
FINANCE DEPARTMENT
(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 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue . Sanford, FL 32771-1244 • PO Box 1788 . Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OFSANFORD FINANCE DEPARTMENT
(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 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
Jeff Triplett Art Woodruff Velma 1.1, Williams Patrick Austin Patty Mihany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 - PO Box 1788 • Sanford, Fl 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
�)ANFORD
FINANCE DEPARTMENT
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
111, 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
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.
Jeff Triplett Art Woodruff Velma f -I. Williams Patrick Austin Patty [Aahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue - Sanford, FL 32771-1244 • PO} Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
�iIANF(-.".`)RD
FINANCE DEPARTMENT
(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 Purchasin_a GoaislPerformance Monitorin_c
(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 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 Ac
reement/lnfe_gration/Amendment:
(1). 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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District District District City Manager
City Hall, 2nd Floor • 300 North Park Avenue - Sanford, FL 32771-1244 • PO Box 1788 • Sanford, Fl_ 32772-1788
p. 407.688.5020 - f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
SANFORD
FINANCE DEPARTMENT
(2). 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.
(3). The terms and conditions contained herein may only be amended,
supplemented or modified by a formal written amendment.
(4). 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.
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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District District District District City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32.771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021• sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
e
CITY OF
NFORDi
FINANCE DEPARTMENT
(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 and funds and the vendor shall have no right to impose the
levy of ad valorem taxation by the City.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District '1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue - Sanford, FL 32771-1214 • PO Box 1788. Sanford, Ft. 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
4 0
CITY OF
SANFORD
►'
FINANCE DEPARTMENT
(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.
ADDITION TO PURCHASING POLICIES
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
Jeff Triplett. Art Woodruff Velma H. VVilliams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 - PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
SANFORD
i"
FINANCE DEPARTMENT
exceeds their purchasing authority.
Before signing any procurement document a City employee must first carefully
answer the following question: "Do / have authority to sign this document and
does the document explicitly and completely describe the good, service being
purchased, as well as, set parameters for performance standards to provide a
measure for time requirements to judge completeness or if necessary, enable an
accurate measure of untimely performance or other default?"
Vendors shall not be permitted to draft contract documents. Once a contract is
executed it will often be extremely difficult to correct or change the contract.
There are several contract terms which appear commonly in contracts, but are
not acceptable for anyone other than the City Commission to approve and
execute a contract. Some of these are:
(1). Insurance coverage requirements for vendors which deviate from
City norms.
(2). Indemnification, hold -harmless clauses, or other terms, which
would waive the City's sovereign immunity protection as provided by Section
768.28, Florida Statutes, or which are adverse to the City.
(3). Requiring the application of the law of any state other than Florida
in interpreting, governing or enforcing the contract or requiring or permitting that
any dispute under the contract be resolved in the courts of any venue other than
the Eighteenth Judicial Circuit in and for Seminole County, Florida.
(4). Automatic renewals without the inclusion of a cancellation or
termination clause.
(5). Requiring or stating that the terms of the vendor's terms and
conditions prevail over the City's. The attempt to add any provision of that nature
by the vendor via a quotation, proposal, scope of work or insertion or other
attachment is a breach of contract. This practice is a violation of the trust
relationship that the City must have with its vendors.
(6). Binding the City to any arbitration or to the decision of any
arbitration board, commission, panel or other entity.
(7). Bestowing any right or incurring any obligation that is beyond the
duly granted authority of the City employee to bestow or incur on behalf of the
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty Mahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
SkNFORD
FINANCE DEPARTMENT
City.
(8). Providing that the intellectual property resulting from a relationship
is not owned by the City. All materials purchased by or developed for the City
becomes property of the City with all rights owned by the City.
ADDITIONAL TERMS AND CONDITIONS
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 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:
Jeff Triplett ArtWoodruff Velma H. Williams Patrick Austin Patty Mihany Norton N. Bonaparte, Jr.
Mayor District t District 2 District 3 District 4 City Manager
City Hall, 2nd Floor • 300 North Park Avenue • Sanford, FL 32771-1244. PO Box 1788 - Sanford, FL 32772-1788
P. 407.688.5020 • f. 407.688,5021- sanfordfl.gov
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
CITY OF
Ski4FORD
ry,
FINANCE DEPARTMENT
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.
Jeff Triplett Art Woodruff Velma H. Williams Patrick Austin Patty r.lahany Norton N. Bonaparte, Jr.
Mayor District 1 District 2 District 3 District 4 City Manager
City Hall, 2nd Floor - 300 North Park Avenue • Sanford, FL 32771-124 • PO Box 1788 • Sanford, FL 32772-1788
p. 407.688.5020 • f. 407.688.5021 • sanfordfl.gov
DocuSign Envelope ID: 1DDOE88A-4EDF-4849-ABF9-4616A96DF9C1
DocuSign
Certificate Of Completion
Envelope Id: OD65COB7D9714A6AA9ADA7B4457E3C39
Status: Delivered
Subject: Complete with DocuSign: 20230327_Sanford FL City of WOB_RFP 21 22 12—Agreement Debns_NS.pdf
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Contract Requests
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Houston, TX 77024
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contractrequests@wittobriens.com
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3/29/2023 7:54:38 AM contractrequests@wittobriens.com
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Cheryl Joiner
cjoiner@wittobriens.com
Director of Contracts & Compliance
Witt O'Brien's, LLC
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:
Accepted: 10/29/2019 3:30:32 PM
ID: 530655e b-a07f-4120-a6d 1-d 14be258c3b 3
Kelly Stouffer
kstouffer@wittobriens.com
Government Contracts Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 2/18/2020 8:33:14 AM
ID: 3a60d a48-c57d-444f-a49d-cab982b30abf
9"Y4 INVLt,lr
Signature Adoption: Pre -selected Style
Using 1P Address: 157.130.151.62
Sent: 3/29/2023 8:00:01 AM
Viewed: 3/30/2023 11:12:44 AM
Signed: 3/30/2023 11:12:52 AM
Sent: 3/30/2023 11:12:54 AM
Viewed: 3/30/2023 11:18:11 AM
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DocuSign Envelope ID: 1DDOE88A-4EDF-4B49-ABF9.4616A96DF9C1
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 1DDOE88A-4EDF-4849-ABF9-4616A96DF9C1 34 PM
Parties agreed to: Cheryl Joiner, Kelly Stouffer
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Witt O'Brien's (we, us or Company) may be required by law to provide to you
certain written notices or disclosures. Described below are the terms and conditions for providing
to you such notices and disclosures electronically through the DocuSign system. Please read the
information below carefully and thoroughly, and if you can access this information electronically
to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please
confirm your agreement by selecting the check -box next to `I agree to use electronic records and
signatures' before clicking `CONTINUE' within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per -page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
DocuSign Envelope ID: 1DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Witt O'Brien's:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: contractrequests@wittobriens.com
To advise Witt O'Brien's of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us
at contractrequests@wittobriens.com and in the body of such request you must state: your
previous email address, your new email address. We do not require any other information from
you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Witt O'Brien's
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to contractrequests@wittobriens.com and
in the body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Witt O'Brien's
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
DocuSign Envelope ID: 1 DDOE8BA-4EDF-4B49-ABF9-4616A96DF9C1
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an email to contractrequests@wittobriens.com and in the body of such request you
must state your email, full name, mailing address, and telephone number. We do not need any
other information from you to withdraw consent.. The consequences of your withdrawing
consent for online documents will be that transactions may take a longer time to process..
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The minimum system requirements for using the DocuSign system may change over time. The
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Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check -box next to `I agree to use electronic records and signatures' before
clicking `CONTINUE' within the DocuSign system.
By selecting the check -box next to `I agree to use electronic records and signatures', you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Witt O'Brien's as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Witt O'Brien's during the course of your relationship with Witt
O'Brien's.