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1739 RFQ 15/16-05 CRA/CPH Engineers PjR a"0'9 °! ,V TRANSMirl"AL, MEMORANDUM MEMORANDUM "1" : 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 ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ® Safe keeping (Vault) ❑ Ordinance ❑ Performance Bond ❑ Resolution Once completed,please: ❑ Return original ❑ Return copy Special Instructions: Please retain for Community Redevelopment Agency—RFQ - 15/16-05 CRA—CCNA contract CPH Engineers, Inc., and Downtown Community Redevelopment Agency. Please advise if you have any questions regarding the above. Thank you! Sheena Fort 2/8/16 From Date \\SVCH-Omnicast\USERS\mcrayn\Templates\City Clerk Transmittal Memo.doc -1877— Thursday, January 21, 2016 PURCHASING DEPAMMENT I TO: City Clerk/Mffyor Cp.t1 &Xtrj*,, -T'Ac- RE: RFQ 15115-05 CRA- CCNA contract CPH Engineers, Inc Sanford Lake Monroe Waterfront & Downtown Community Redevelopment Agency 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: Please execute and route to the appropriate designee. Ma-Yi yo-, Orat&v� From Date T:\Dept_forms\City Clerk Transmittal Memo-2009.doc .� .4/o o,�� DocumENT APPROVAL 1 /21 /2016 12:48 PM Contract Agreement Name: RFQ 15116-05 CRA- CCNA contract CPH Engineers, Inc Sanford Lake Monroe Waterfront & Downtown Community Redevelopment Agency chasing nager Date 1j 4' l t t� Finance Director Date torney Date 500 West Fulton Street Sanford,FL 32771 Phone:407.322.6841 Letter Of Transmittal Fax:407.330.0639 Date: January 21, 2016 To: Ms. Marisol Ordohez Purchasing Technician Finance Dept., Purchasing Div Ste 236 City of Sanford 300 N Park Ave Sanford, FL 32771-1244 �5 1 16-K Re: RFQ 14A-6,'6-5 Sanford Lake Monroe Waterfront and Downtown Community Redevelopment Agency CPH Job No. Z6582 WE ARE SENDING YOU THE ATTACHED ITEM(S): NO. OF COPIES DESCRIPTION 2 Executed Aareements THESE ITEMS ARE TRANSMITTED AS INDICATED BELOW: X For Your Use For Review and Comment X As Requested For Bids Due REMARKS: COPY TO: Katriina Bowman,P.E. SIGNED: David A. Gierach, P.E. If enclosures are not as noted,kindly notify us at once. w w w c p h c o r p . c o in AGREEMENT BY AND BETWEEN THE SANFORD LAKE MONROE WATERFRONT AND DOWNTOWN COMMUNITY REDEVELOPMENT AGENCY AND CPH, INC. FOR SOLICITATION NUMBER: RFQ 15/16-05 THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this day of J 25�7U16, by and between the Sanford Lake Monroe Waterfront and Downtown Community Redevelopment Agency, a dependent special district of the City of Sanford, Florida, a Florida municipality, (hereinafter referred to as the "CRA"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, and CPH, Inc., a Florida corporation, (CPH, Inc. throughout)") whose address is 500 West Fulton Street, Sanford, Florida 32771. The CRA and CPH, Inc. may be collectively referenced herein as the "parties". WITNESSETH: IN CONSIDERATION of the mutual covenants, promises, and representations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Recitals. The above recitals are true and form a material part of this Agreement upon which the parties have relied. Section 2. Authority. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The persons executing this Agreement for each party certify that they are authorized to bind the party fully to the terms of this Agreement. Section 3. Scope of Agreement. This Agreement is for the goods and services as set forth in RFQ 15/16-05 which include the procurement solicitation documents, the responses thereto from CPH, Inc. (all of which are incorporated herein as if fully set forth herein verbatim) and it is recognized that CPH, Inc. shall perform services as otherwise directed by the CRA all of such services to include all labor and materials that may be required including, but in no way limited to, the goods and services provided by subconsultants as may be approved by the CRA within the amount of compensation to be paid to CPH, Inc. Section 4. Effective Date and Term of Agreement. This Agreement shall take effect on the date that this Agreement is fully executed by the Parties hereto. This Agreement shall remain in effect until the completion of all services under any work order issued by the CRA have been fully performed in accordance with the requirements of the CRA; provided, however, that, the indemnification provisions and insurance provisions of the CRA's standard contractual terms and conditions shall not terminate and the protections afforded to the CRA shall continue in effect subsequent to such services being provided by CPH, Inc. No services have commenced prior to the execution of this Agreement that would entitle CPH, Inc. to any compensation therefor. I I P a - e This Agreement shall terminate on December 31, 2016, but shall be automatically renewed for successive 12 month periods ending on December 31 of each successive year and continue into effect from year-to-year as a continuing contract for the services set forth in RFQ 15/16-05 unless and until this Agreement is terminated in accordance with the Terms and Conditions referenced in Section 6 or with 90 days advance written notice by one party to the other. Section 5. Compensation. The parties agree to compensation as set forth in each purchase order issued by the CRA. Section 6. Standard Contractual Terns and Conditions. All "Standard Contractual Terms and Conditions", as provided on the City of Sanford's website, apply to this Agreement. Such Terms and Conditions may be found at the City's website (www.Sanford FL.gov). The parties shall also be bound by the purchasing policies and procedures of the CRA as well as the controlling provisions of Florida law. Section 7. CPH, Inc.'s Mandatory Compliance with Chapter 119, Florida Statutes, and Public Records Requests. In order to comply with Section 119.0701, Florida Statutes, public records laws, CPH, Inc. must: (a). Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to perform the service. (b). Provide the public with access to public records on the same terms and conditions that the CRA 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. (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 CRA all public records in possession of CPH, Inc. 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 CRA in a format that is compatible with the information technology systems of the CRA. (e). If CPH, Inc. does not comply with a public records request, the CRA shall enforce the contract provisions in accordance with this Agreement. (f). Failure by CPH, Inc. to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the CRA. CPH, Inc. shall promptly provide the CRA with a copy of any _2_I ['a g e. request to inspect or copy public records in possession of CPH, Inc. and shall promptly provide the CRA with a copy of CPH, Inc.'s response to each such request. 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 of Sanford's website, and including, without limitation, the exhibits hereto, constitutes the entire integrated agreement between the CRA and CPH, Inc. 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. 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 CRA 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 CRA hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section 12. Captions. The section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any-way affect this Agreement or construe any provision of this Agreement. Section 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors in interest, transferees and assigns of the parties. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The signatories hereof represent that they have the requisite and legal authority to execute this Agreement and bind the respective parties herein. 31Pa e 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 CRA and CPH, Inc., 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. IN WITNESS WHEREOF, the CRA and CPH, Inc. have executed this instrument for the purpose herein expressed. Attest: THE SANFORD LAKE MONROE WATERFRONT AND DOWNTOWN COMMUNITY REDEVELOPMENT AGENCY B Y� B0 Turk, CRA Clerk Charles Davis CR Executive Director CRA Chairper op Date: ZZZ/6 Approved as to form and Approved as to finances and Plan legal sufficiency. Compliance. JrnL. Bert Cynthi in -say' CRA Legal Counsel V4./�'� CRA Treasurer Attest: CPH, INC. Y ' David A. Gierach Patricia Hunt President/Director/Treasurer Secretary Dated: 1-70-- 41C7a„ e