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2106 RFQ 14/15-16 CCNA Master Contract - CPHPURCHASING DEPARTMENT r %0® TO: City Clerk/Mayor RE:��Q ty�t5—Il9 CC�IIP, rrlr��4e. Ct�nirc�c`4 �\-! The item(s) noted below is/are attached and forwarded to your office for the following actions) ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond Safe keeping (Vault) ❑ Ordinance ❑ Performance ❑ Deputy City Manager Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ _. ❑ City Clerk Attest/Signaturc ❑ City Attomey/Signature Once completed, please: ❑ Return originals to Purchasing- Department El 0 Return copies Special Instructions: Lw.dyey f3ojad�zy'2v- From t Iq Date Sio-NMt Finance_PoreM1asiv�Fom,e-2018_dou such services being provided by CPH, Inc. No services have commenced prior to the execution of this Agreement that would entitle CPH, Inc. for any compensation therefor. Section 5. Compensation. The parties agree to compensation as set forth in the City's work orders as issued from time -to -time. Section 6. Standard Contractual Terms and Conditions. All "Standard Contractual Terms and Conditions", as provided on the City's website, apply to this Agreement. Such Terms and Conditions may be found at the City's website; which can be reached at: (https://v w.sanfordfl.gov/departments/finance/purchasing/contract terms -and conditions or www.SanfordFL gov). The parties shall also be bound by the purchasing policies and procedures of the City as well as the controlling provisions of Florida law. Work orders shall be used, in accordance therewith, in the implementation of this Agreement to the extent deemed necessary by the City in its sole and absolute discretion. Additionally, parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein (such as, but not limited to, the attached documents that relate to provisions of the Code of Federal Regulations and any and all required contract clauses). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7, CPH, Inc.'s Mandatory Compliance with Chapter 119, Florida Statutes, and Public Records Requests. (a). In order to comply with Section 119.0701, Florida Statutes, public records laws, CPH, Inc. must: (1). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (2). 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). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4). Meet all requirements for retaining public records and transfer, at no cost, to the City 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 City in a format that is compatible with the information technology systems of the City. AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND CPH, INC. FOR SOLICITATION NUMBER: RFQ 14/15-16/CCNA MASTER CONTRACT THIS CCNA MASTER AGREEMENT (hereinafter the "Agreement") is made and entered into this Qday of August, 2019, nunc pro tunic to August 4, 2015, 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 CPH, Inc., a Florida corporation, (CPH, Inc. throughout)") whose address is 500 West Fulton Street, Sanford, Florida 32771. The City 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 consulting and engineering services as set forth in the Consultant's Competitive Negotiation Act (the "CCNA" as set forth in Section 287.055, Florida Statutes) and the procurement solicitation documents relating hereto, the responses thereto from CPH, Inc. and the work orders and documents related thereto as issued by the City (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 City 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 City within the amount of compensation to be paid to CPH, Inc. This is a continuing services contract under the provisions of the CCNA. 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, nunc pro tunic to August 4, 2015, This Agreement shall remain in effect until the services provided as set forth in Exhibit "A" have been fully performed in accordance with the requirements of the City; provided, however, that, the indemnification provisions and insurance provisions of the City's standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to I I P a ,e (b). If CPH, Inc. does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). 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 City. CPH, Inc. shall promptly provide the City with a copy of any request to inspect or copy public records in possession of CPH, Inc. and shall promptly provide the City with a copy of CPH, Inc.'s response to each such request. (d). 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, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACLHOUCHIN@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's website and the controlling requirements of Federal law, and including, without limitation, the documents attached hereto, constitutes the entire integrated agreement between the City 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 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. 211. c. 3i eoe. 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 Attest., CITY OF SANFORD construe any provision of this Agreement. Section 13. Counterparts. This Agreement may be executed in any 61 qkw ����-' "'( �r� �`'( BY Pr�/ number of counterparts, each of which shall be deemed an original, but all of which, Traci Houchin, CMC, ECRM Triplett taken together, shall constitute one and the same document. City Clerk 5IN, F ptyy I , D DU' ok ,�. Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit Approved of the successors in interest, transferees and assigns of the parties. Each hereto as to form and UsE.aw='vm party represents to the other that it has undertaken all necessary actions to legal sufficiency. yb 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 that8 they have the requisite and legal authority to execute this Agreement and bind the 14 18'1'1 respective parties herein. William L. Colbert, City Attorney Section 15. Remedies. The rights and remedies of the partes, provided for Attest., CPH, INC. 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 ZDavid By: By: to be governed by the laws of the State of Florida. Venue for any legal proceeding ` A ierach related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Kamran Khosravani Presldent/Dlrector/Treasurer Seminole County, Florida. This Agreement is the result of bona fide arms length CEO/Di rector/Treasurer Dated: negotiations between the City 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 City and CPH, Inc. have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: _... _. 4111ag� 51I ane