1925 Orange Lien Data LLCSXi4FORD
FINANCE DEPARTMENT
PURCHASING DEPARTMENT
TRANSMITTAL
To: City Clerk
RE: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑ Development Order
❑ Final Plat (original mylars)
❑ Letter of Credit
❑ Maintenance Bond
❑ Ordinance
❑ Payment and Performance Bond
❑ Resolution
® PBA 17/18-47 Orange Lien Data LLC
Once completed, please:
❑ Return originals
❑ Return copy
Special Instructions:
Attached copy is for City Clerk records
Thank you!
M-,,� a, 4;-� -,
From
T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc
❑ City Mayor's Signature
® City Clerk Record Keeping
❑ Safe Keeping
❑ City Attorney's Signature
❑ City Clerk's Signature
/jQh<
I ' Yljate
Orange Lien Data, LLC Piggyback Contract (PBA 17118-47)
The City of Sanford ("City") enters this "Piggyback" Contract with Orange Lien
Data, LLC, a Florida limited liability company (hereinafter referred to as the "Vendor"),
whose address is 424 East Central Boulevard, # 376, Orlando, Florida 32801, under the
terms and conditions hereinafter provided. The City and the Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government contract, and there is no need to obtain formal or informal quotations,
proposals or bids. The parties agree that the Vendor has entered a contract with the
City of Temple Terrace, Florida, said contract being identified as "Service
Agreement', in order for the Vendor to supply asset type searches and related
services (said original contract being referred to as the "original government
contract")
(2). The original government contract documents are incorporated herein by
reference and is attached as Exhibit "A" to this contract. All of the terms and
conditions set out in the original government contract are fully binding on the parties
and said terms and conditions are incorporated herein; provided, however, that the
City will negotiate and enter work orders/purchase orders with the Vendor in
accordance with City policies and procedures for particular goods and services.
(3). Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
N/A.
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
(b). Insurance Requirements of this Contract: (state N/A if this is not
applicable). N/A.
(c). Any other provisions of the original government contract that will be
modified: (state N/A if this is not applicable). N/A.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original government contract, the
Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business
with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue;
Sanford, Florida 32771. The City Manager's designated representative for this Contract
is Ms. Marisol Ordonez, Purchasing Manager, Finance -Purchasing Division, City of
Sanford, City Hall, Post Office Box 1788, Sanford, Florida 32772, telephone number:
407.688.5028, email address: marisol.ordonez@sanfordfl.gov.
(e). Notwithstanding anything in the original government contract to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
(f). Notwithstanding any other provision in the original government contract to
the contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shat( be through voluntary and non-binding
2
mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole
County,, Florida, with the parties bearing the costs of their own legal fees with respect to
any dispute resolution, including litigation.
(g). All the services to be provided or performed shall be in conformance with
commonly accepted industry and professional codes and standards, standards of the
City, and the laws of any Federal, State or local regulatory agency.
(h). Public Records:
(I). 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 327711
TRACI.HOU CHI N@SANFORDFL.GOV.
(II). In order to comply with Section 119.0701, Florida Statutes, public
records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and necessarily would
be required by the City in order to perform the service.
(B). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
3
(C). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized
by law.
(D). Meet all requirements for retaining public records and transfer, at no
cost, to the City all public records in possession of the Vendor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically must be provided to the City in a format that is compatible with the
information technology systems of the City.
(III). If the Vendor does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(IV). Failure by the Vendor to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. The Vendor shall promptly provide the City with a copy of any
request to inspect or copy public records in possession of the Vendor and shall
promptly provide the City with a copy of the Vendor's response to each such request.
(i). The Vendor shall adhere to all grantor requirements when the funds
derived for goods or services hereunder derive from grant funding.
(4). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
Entered this 3 day of y , 2018.
SIGNATURE PAGE FOLLOWS:
2
Attest:
*Witness Signature
Witness Printed Name:,�r�`��'�2a^^
Orange Lien Data, LLC, a Florida
limited liability company.
By:�Davit
gto
Member 1j
Date: 1 z,
* Member Stewart Holley on military deployment.
Attest. City Of Sanford
kOVI 0 (ice%/1, i By:
Traci Houchin, City Clerk Jeff Triplett, Mayor
Date: r3e� //,-:2�/•2
Approved as to form and legal sufficiency,
Apvt) /j/ c:;--
5
Exhibit "A"
[Attach original government contract]
This Agreement ("Agreement") to Provide Services is made by and between ORANGE LIF_.N
Data, LLC, ("ORANGE LIEN"), 424 E. Central Blvd, #376, Orlando, FL 32801 and the City of
Temple Terrace, Florida ("The City"), 11250 N. 56th Street Temple Terrace, FL 33617. ORANGE
LIEN and The City may also be referred to in the singular as "Party' and in the Plural as "Parties".
RECITALS
WHEREAS, The City desires to retain ORANGE LIEN to perform the Services described herein;
WHEREAS, ORANGE LIEN desires to provide the services described herein and agrees to do so
under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
DEFINITIONS
Date of execution: Shall mean the date on which this Agreement is signed by the last Party as
indicted on the signature page of this Agreement.
Days: Shall mean calendar days unless otherwise specified.
Section I
PROFESSIONAL SERVICES
The Parties agree to perform the Services described below in accordance with the specifications,
terms, and conditions, including compensation and expenses, set forth herein.
Services: ORANGE LIEN shall respond to requests for information from third -party organizations
for information on behalf of The City, The City will automatically provide the information
necessary to complete reports to ORANGE LIEN on a weekly basis.
Section II
ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and assigns provided that it may not be assigned by either Party without consent of the
other Party. It is expressly intended and agreed that no third -party beneficiaries are created by this
Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the
parties to this Agreement.
f
ORANGE LIEN'S INITIALS ,t`t, �,.i TIIE CITY'S INITIA __)� Page I of
Section III
PAYMENTS
The total contract price for the Services shall be $12.50 per report completed by ORANGE LIEN
to be paid either by The City or by the requesting entity as determined by The City. Payment upon
ordering is required for all third -party requestors except those whose credit has been established
with ORANGE LIEN. Any invoice not paid within thirty (30) days shall be deemed past due and
subject to interest at 1.5% per month. The parties agree that this late charge is a reasonable estimate
of the damage ORANGE LIEN will incur if amounts due are not paid on time.
Section IV
LITIGATION
Ili ORANGE LIEN is requested to produce documents, witnesses, or general assistance pursuant
to litigation, arbitration, or mediation, and to which ORANGE LIEN is not an adverse party, The
requesting party shall reimburse ORANGE LIEN for all direct expenses and time in accordance
with ORANGE LIEN's Rate Schedule, attached hereto as Exhibit "A."
Section V
PERFORMANCE WARRANTY AND REMEDY
ORANGE LIEN warrants that all Services provided hereunder will conform to the requirements
set forth by The City, and will be performed consistent with generally prevailing professional and
industry standards. The City must notify ORANGE LIEN in writing of any deficiencies under this
section within thirty (30) days of discovering the deficiency.
Section VI
DISCLAIMER AND LIMITATIONS OF I.,IABILITY
With the exception of the express warranties in this Agreement, ORANGE LIEN makes NO
OTHER WARRANTY, EXPLESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
Section VII
INTELLECTUAL PROPERTY
All rights to patents, trademarks, copyrights, and trade secrets owned by ORANGE LIEN remain
the property of ORANGE'- LIEN. ORANGE LIEN does not grant. the The City any right or license
to any such intellectual property.
ORANGE LIEN'S INITIALS THE CITY'S INITIA6fi' Page 2 of 6
Section VIII
CONFIDENTIALITY
ORANGE LIEN shall use reasonable efforts to keep confidential all data, and information which
is marked confidential and furnished to ORANGE LIEN by The City under this Agreement.
Section IX
FORCE MAJEUR
ORANGE LIEN shall not be liable for delay in delivery or performance of Services and is excused
from any failure to perform due to causes beyond its reasonable control.
Section X
ENTIRE AGREEMNT
This Agreement shall constitute the entire agreement between the Parties and any prior
understanding or representation of any kind proceeding the date of this Agreement shall not be
binding upon either Party except to the extent incorporated herein.
Section XI
DELIVERY OF COMMUNICATIONS
All notices and other communications required by this Agreement shall be writing and shall be
delivered either by personal delivery, by mail, or e-mail. If delivered by mail, notices shall be sent
by Express Mail or by certified or registered mail, return receipt requested, with postage and
charges prepaid. Electronic mail is an acceptable means of communication and all e-mail
communications shall be sent to the e-mail addresses below.
All notices and other written communications under this Agreement shall be addressed as indicated
below, or as specified by subsequent written notice delivered by the party whose address has
changed.
ORANGE LIEN Data. LLC
424 E. Central Blvd., #376
Orlando, Ft. 32801
ATTN: Stewart Holley
Email: infocz,,Orangelien.com
The City
Name:
Address:
ATTN:
Email:
Section XII
DISPUTE RESOLUTION
Parties ' Good Faith Atterript to Resolve Disputes. The Parties agree that every dispute or difference
between them arising under this Agreement, including a failure to reach a decision as described in
this Agreement, shall be settled first by a meeting of the Parties attempting to confer and resolve
the dispute in a good faith manner.
GRANGE LIEN'S INITIAL.4- ti_� T14E CITY'S iNITIAi(`� Page 3 of G
4
Section XIII
GOVERNING LAW & JURISDICTION
This Agreement shall be governed in accordance with the laws of the State of Florida. Each Party
(a) consents to the exclusive jurisdiction and venue of the courts located in Hillsborough County,
Florida; (b) waives any objection it might have to jurisdiction or venue of such forum or that the
forum is inconvenient; and (c) agrees not to bring any such action in any other jurisdiction or venue
to which either Party might be entitled by domicile or otherwise.
Section XIV
ATTORNEY'S FEES AND COSTS
The prevailing Party shall have the right to collect from the other Party its reasonable costs and
necessary disbursements and attorneys' fees incurred in enforcing this Agreement.
Section XV
TERM OF AGREEMENT
This Agreement is effective from the date of execution for a period of three (3) years unless
terminated by the Parties as allowable hereunder. The City has the option of extending the contract
for up to two (2) additional years at its sole discretion with written notice. This Agreement will
automatically renew for an additional two (2) years if Agreement is not terminated per Section
XVII of this Agreement.
Section XVI
TERMINATION
This Agreement may be terminated by either party without cause on not less than thirty (30) days'
prior written notice. In the event of such termination, ORANGE LIEN retains the right to pursue
payment for all reports prepared at the request of either The City or the third -party requestors prior
to the date ORANGE LIEN received written notice of termination.
This Agreement may be terminated by written notice by either Party for material breach of this
Agreement, provided the terminating Party has given the breaching Party at least fourteen (14)
days written notice of, and opportunity to cure such breach. Termination for breach does not
constitute waiver of any other rights or remedies that non -breaching party may have for breach of
this Agreement
Section XVII
ADDITIONAL TERMS
Orange Lien will only access the information via a VPN, as directed by The
ORANGE LIEN'S INITIALS C THE CITY'S INITIALS Page 4 of 6
Section XVIII
MISCELLANEOUS
a) The captions of each paragraph of this Agreement are inserted solely for the reader's
convenience and are not to be constructed as part of this Agreement.
b) If any provision in this Agreement is determined by a competent authority to be
unenforceable, all other provisions of this Agreement shall continue in full force and effect.
Similarly, if any provision is determined to be unenforceable due to terms exceeding that
which is allowable under the law, that provision shall be enforced to the fullest extent
allowable under the law.
c) The failure of either Tarty to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms
and conditions of this Agreement, shall not be constructed as waiving any such terms and
conditions, but the same shall continue and remain in full force and effect as if no
forbearance or waiver occurred.
d) ORANGE LIEN is an independent contractor, and neither ORANGE LIEN nor ORANGE
LIEN's staff shall be deemed employees of The City.
e) 'Phis Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same agreement.
Digital or electronic signatures shall have the same force and effect as an original.
Section XIX
PUBLIC RECORDS
Pursuant to Section 119.0701, Florida Statutes, ORANGE LIEN shall:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the City in order to perform the service.
B. Provide the public with access to public records on the same terms and conditions that
the City would provide the records and at a cost that does not exceed the cost provided
in this chapter or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the City
all public records in possession of ORANGE LIEN 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
ORANGE LIEN'S INITIALS 'r THE CITY'S INI`I'IAIA�� Page 5 of 6
provided to the City in a format that is compatible with the information technology
systems of the City.
IF ORANGE LIEN HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT (813) 506-6442,
C illoojley.6-i'itel-rlp I etc Com; 11250 N. 56th Street, Temple Terrace, FL 33617.
The parties to this Agreement have caused it to be executed on the date indicated below.
Stewart ,RisingeHolley
OR NIG LI VN Data, LLC
Date: q
ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 6 of 6
Exhibit 'A'
Rate Schedule
Personnel 11ourly Rates:*
Property Specialists
Manager
Examiner
*Hourly Rates are billed at 15 minute increments.
Documents:
Electronic Copies
Paper Copies
Shipping
** FedEx, UPS and USPS only.
$25.00 per hour.
$45.00 per hour.
$125.00 per hour.
No Cost
.35 per page
$25.00 per package"