Loading...
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"