1739 RFQ 15/16-05 CRA/CPH Engineers PjR
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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
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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