2059 RFQ 17/18-33 CCNA Engineering ServicesX
FINANCE DEPARTMENT
Thursday, December 20, 2018
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
F]
Development Order
0
Mayor's signature
F]
Final Plat (original mylars)
F] .
Recording
F]
Letter of Credit
Rendering
F]
Maintenance Bond
W
Safe keeping (Vault)
F]
Ordinance
F]
Deputy City Manager
F]
Performance Bond
F1
Payment Bond
F1
Resolution
F1
City Manager Signature
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E]
[-]
City Clerk Attest/Signature
City Attorney/Signature
Once completed, please:
❑ Return originals to Purchasing- Department
❑ Return copies
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Special Instructions:
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SharePoint FinancePurchasingForms - 2018.doc
AGREEMENT BY AND BETWEEN THE CITY OF SANFORD VANASSE HANGEN
BRUSTLIN INC. FOR SOLICITATION NUMBER: RFQ 17/18-33
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
ay of April, 2019, 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 VANASSE HANGEN BRUSTLIN, INC., a
Massachusetts corporation, (hereinafter referred to as the "CONSULTANT") whose
address is 101 WALNUT Street; Post Office BOX 9151; WATERTOWN, MA 02472-
9151. The CITY and the CONSULTANT 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 services as
set forth in RFQ 17/18-33 which include the procurement solicitation documents, the
responses thereto from the CONSULTANT (all of which are incorporated herein as if
fully set forth herein verbatim) and it is recognized that the CONSULTANT shall perform
services as otherwise directed by the CITY all of such services to include all labor and
materials that may be required including, but in no way limited to, the services provided
by subconsultants as may be approved by the CITY within the amount of compensation
to be paid to the CONSULTANT. In general, services shall be provided as needed by
the City to support of various projects of the CITY, essential services needed by the
CITY and to enhance the facilities of the CITY.
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
and shall be renewed annually unless the CITY notifies the CONSULTANT 30 days
prior to the annual renewal date that it desires to terminate this Agreement; provided,
however, that this Agreement shall terminate after 5 years and shall not be renewed
beyond that date and the parties shall be subject to any additional procurement
activities of the CITY. However, the indemnification provisions and insurance provisions
of the standard contractual terms and conditions referenced herein shall not terminate
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and the protections afforded to the CITY shall continue in effect subsequent to such
services being provided by the CONSULTANT. No services have commenced prior to
the execution of this Agreement that would entitle the CONSULTANT for any
compensation therefor.
Section 5. Compensation. The parties agree to compensation as set forth
in each purchase order issued by the CITY.
Section 6. Standard Contractual Terms and Conditions; Notices. 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.SanfordFL.gov) and may be modified by the CITY from time -to -
time. The parties shall also be bound by the purchasing policies and procedures of the
CITY as well as the controlling provisions of Florida law. The addresses to be used for
notices under this Agreement shall be as set forth above.
Section 7. The Consultant'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,
the CONSULTANT 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.
(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 CONSULTANT 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.
(e). If the CONSULTANT does not comply with a public records request, the
CITY shall enforce the contract provisions in accordance with this Agreement.
(f). Failure by the CONSULTANT 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 CONSULTANT shall promptly provide the CITY with a
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copy of any request to inspect or copy public records in possession of the
CONSULTANT and shall promptly provide the CITY with a copy of the CONSULTANT's
response to each such request.
(g). IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT (407) 688-5012, TRACI HOUCHIN, CITY CLERK, CMC,
FCRM, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE,
SANFORD, FLORIDA 32771, TRACI.HOUCHIN a@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 of Sanford's
website, and including, without limitation, the exhibits hereto, constitutes the entire
integrated agreement between the CITY and the CONSULTANT 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 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.
31Pa-e
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.
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 the CONSULTANT, 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 CITY and THE CONSULTANT have executed this
instrument for the purpose herein expressed.
Attest:
THE CITY OF SANFQRD
6'y30'1.1-*'1u01un0
Traci Houchin, CMC, FORM, City Clerk Jeff Triplett,
Approved as to form and
Legality:
William L. Colbert, Esquire
City Attorney
SIGNATURE BLOCK FOLLOWS:
4 1 P a e
Attest:
• Robert Gfibin ky
Clerk
19:1AM*]k"MIIRClk,k1
President a d EO
Dated: t
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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.
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 the CONSULTANT, 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 CITY and THE CONSULTANT have executed this
instrument for the purpose herein expressed.
Attest:
THE CITY OF SANF
Traci Houchin, CMC, FCRM, City Clerk Jeff ' lett,
CON FOR -6
Approved as to form and
Legality: - O
William L. Colbert, Esquire` "
City Attorney: 1
SIGNATURE BLOCK FOLLOWS:
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Attest:
THE CONSULTANT
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