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2397 RFQ 20/21-23 Professional Consulting SvcsFINANCE DEPARTMENT CL Wednesday, December 01, 2021 TO: City Clerk RE: RFQ 20/21-23 Professional Consulting Services 1. AVCON 2. CHA Consulting 3. PSI 4. CPH 5. Ardaman & Associates 6. SMW Geoscience Inc 7. Terracon Consultants, Inc 8. Arminius Consultants, LLC The item(s) noted below is/are attached and forwarded to your office for the following action(s): F-1 Development Order F-1 Mayor's signature ❑ Final Plat (original mylars) ❑ Recording n Letter of Credit ❑ Rendering ❑ Maintenance Bond Z Safe keeping (Vault) F-1 Ordinance F-1 Deputy City Manager F-1 Performance Bond F-1 Payment Bond F-1 Resolution F-1 City Manager Signature r-1 ❑ City Clerk Attest/Signature F-1 City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies Special Instruction"s aul Smith Purchasing Coordinator 1 -Dec -21 From Date TADept_forms\City Clerk Transmittal Memo - 2009.doc CITY COMMISSION MEMORANDUM 21190.Y SEPTEMBER 27, 2021 AGENDA To: PREPARED BY: SUBMITTED BY: SUBJECT: WS— RM X Item No. Honorable Mayor and Members of the City Commission Marisol Ordofiez, Purchasing Manap Norton N. Bonaparte, Jr., City Mana RFQ 20/21-23 Professional Consulti Competitive Consulting Negotiation. STRATEGIC PRIORITIES: I Unify Downtown & the Waterfront Promote the City's Distinct Culture Update Regulatory Framework Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Services Approval for the procurement for RFQ 20/21-23 Professional Consulting Services- Engineering Services Competitive Consulting Negotiation Act (CCAA) for various vendors is requested. FISCAL/STAFFING STATEMENT: Funding for the procurement of CCNA Engineering Services will be provided based on the department's request for services. BACKGROUND: The City processed a new solicitation RFQ 20/21-23, Professional Consulting Services - Engineering Services (CCXA) in which nineteen (19) proposal were received. The committee has not completed the evaluation process, however, the committee agreed to the eight (8) proposals below that have an existing contract under a different solicitation, that are soon to expire, requested an automatic renewal contract for the following; 1. AVCCIN 2. Reiss Engineering Services; known as CHA Consulting Inc., 3. Professional Consulting Services Inc. (PSI) 4. CPH Inc., 5. Ardaman & Associates 6. SMW GeoScience Inc., 7. Terracon Consultants, Inc., 8. Arminius Consultants, LLC. LEGAL REVIEW: The Assistant City Attorney has reviewed and has no legal objection with the procurements being implemented in accordance with the City's Purchasing Policies and Procedures. RECOMMENDATION: City staff recommends that the City Commission approve the procurement renewal contracts under the new solicitation RFQ 20/21-23 Professional Consulting Services -Engineering Services (CCN,4). SUGGESTED MOTION: "I move to approve the above contracts under RFQ 20/21-23 Professional Consulting Services - Engineering Services (CCNA)." Attachments: 1. Contracts; (AVCON Inc., CHA Consulting Inc., PSI, CPH Inc., Ardaman & Associates, SMV GeoScience, Inc., Terracon Consultants, Inc., and Arminius Consultants, LLC) 2. Bid Opening Certification Minutes & Bid Tabulation Sheet 3. Bid Tabulation Sheet CITY QFSANF0RD,FLORIDA - PURCHASING DIVISION SOLICITATION OPENING CERTIFICATION AND MINUTES (Section 255.O518.Florida Statutes) A. Solicitation PrnfesS'<JnB| COn8U|f^D[1 SeRy'c8s~CCN/\ (Engineering Services) Number RF(]20/21-23 April 6 2021 ,�vmw�=�=" Opening Date Solicitation Documents Including Announcement of This Opening Are Available for Viewing or Downloading at www.rnyvendorlink,com Location of Opening: Commission Chamber & RingCentral https:Hv.ringcentral.com/join/29022162iL Onthis date the opening of the solicitation response identified above ishereby verified and the public announcements recorded below regarding the solicitations received were duly made. |timnoted that no other business was conducted, there were no discussions and no input was received from anyone in attendance. There was noattendance record made. [_]|F8 - Announced the name ofeach bidder and the amount oftheir bid. FI [_�RFP-AnnouncedthenemeofenchreepundenL �� h�|RFO'Announcedihenomenfeauhnaupondant. F—]Ifany submission was not opened and/or announced: check this item and indicate nntabulation below specific information as to why the submission was not opened or announced. 21 All submissions were 2. Name ofCity Certification (1 Certification C8By: read. The tabulation below reflects the information read. W1RhSOi{)[dODez noedthebide� Aph 8.2O21 M@riSOl (]FdOD8Z' Purchasing Manager Signature date printed name and title printed name and title 3. The public notice indicated by§2DG.01O5and 2OO.O11 Florida Statutes isnot required because norule, resolution, or formal action has taken place or considered at this opening. Tharefore, o verbatim record of the solicitation specifically identified above is not required if a person, in accordance with City of Sanford Policy Number 15., elects to file a protest or appeal an action associated with the identified solicitation. 4. Florida Statute 119.07t Sealed bidu, proposals, or replies received by an agency pursuant toa competitive solicitation are exempt from e.119.O7(1)and n.24(a).Art. |ofthe State Constitution until such time aethe agency provides notice of an intended decision or until 30 days after opening the bids, proposals, or final replies, whichever is earlier. Note-Qj- of Sanford Procurement Procedure 6-500 mandates that as applicable to an IFB: the naine of each bidder and the specific aniount of the bid will be shared at the opening; for an RFP or R FQ the naine of each person o,firo will hcshared u/the opening. (Florida Statues mpg'be/ouodat. onp,Y�wn^leg. st"��[uxlsmtu*ol) ;: Bidder/Proposer --INNNE9011*0 �-� 'LW--l-n itial here if tabulation is attached in lieu of using the above tabulation or if additional pages April il 6, 2021 Bid Opening Date: April 6, 2021 at 2:OOPM Local Time Location: Commission Chambers - Solicitation: RFQ 20/21-23 Professional Consulting Services- CCNA (Engineering Services) RingCentral Meeting was available on April 6, 2021 at 2:OOPM Local Time ti,ttl,2s:/'i'v.rin�.,central.com/ioiii/290221695 Bid Tabulation Sheet I . Bentley Architects and Engineers, Inc. 2. CPH Inc. 3. John D Hermann/Arminimus Consultants 4. SMW GeoScience Inc. 5. Madrid Engineering Inc. 6. KEITH Engineering Inspired Design 7. KMA Design Group, LLC 8. NADIC Engineering Services Inc. 9. Professional Services Inc. 10. Reiss Engineering Inc. 11. AVCON Inc. 12. Dedging & Marine Consultants 13. JHS Environmental Engineering 14. Ardaman and Associates Inc, 15. Tetra Tech, Inc. 16. METRO Consulting Group, LLC 17. OM Engineering Services, Inc. 18. Traffic Engineering Data Solutions, Inc. 19. Terracon Consultants, Inc. A r tVV o od r t � ff Sheena Britton Kerry S. Wiggins, Sr. Patrick Austin Patty N4ahany NortorN. Bonaparte, jr. Mayor District I District 2 District 3 District 4 City Mianagar City Hall, 2'd Floor « 300 K Park Avenue - Sanford, FL 32771-1244 - PO Box 1788 - Sanford FL, 32772-1788 p. 407.683.5020 - f, 407.688.5021 m sanfordfl.gov AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND AVCON,FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCNA ASTE G EE ENT (hereinafter h "Agreement") is made and entered into thiRday of 202'byand b een the City Sanford, Florida, a Florida municipality, (hereinafter referred toasthe "City"), whose mailing address is 300 North Park Avenue,nue Sanford,Florida 32771 AVCON Inc., a Florida corporation, ("AVCON" throughout) whose principal and mailing address is 5555 East Michigan Street, Suite 200, Orlando, Florida 32822-2779. The City and AVCON 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 AVCON 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 AVCON 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 AVCON This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 I Wage standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to such services being provided by AVCON No services have commenced prior to the execution of this Agreement that would entitle AVCON 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www.SanfordFL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law, Section 7. AVCON'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, AVCON 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 AVCON upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 2 1 P a 0a c 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. (b). If AVCON does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by AVCON o grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. AVCON shall promptly provide the City with a copy of any request to inspect or copy public records in possession of AVCON and shall promptly provide the City with a copy of AVCON's response to each such request. (d). IF THE CONTRACTOR/VENDOR 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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and AVCON 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. 3 1 P ag c C11 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. 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 AVCON, 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 AVCON have executed this instrument for the purpose herein expressed. 4 111 a,,- e cl- liarn L. Colbert, City Attorney James A. Kriss Secretary/Treasurer , INC., a Florida corporation. V)cr2 Dated:- 7 _Z 5 1 P a g c AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND CHA CONSULTING INC. FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCN MJASTEZ;RE MENT (hereinafter the "Agreement") is made and entered into t 7-�day o 2021, 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 CHA Consulting Inc., a New York corporation, ("CHA" throughout) whose principal and mailing address is 575 Broadway, Albany, New York 12207. The City and CHA 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 CHA 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 CHA 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 CHA This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 such services being provided by CHA No services have commenced prior to the execution of this Agreement that would entitle CHA 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www. Sanford FL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. CHA'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, CHA 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 CHA upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 2 11 a ye e 47, 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. (b). If CHA does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement: (c). Failure by CHA to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. CHA shall promptly provide the City with a copy of any request to inspect or copy public records in possession of CHA and shall promptly provide the City with a copy of CHA's response to each such request. (d). IF THE CONTRACTOR/VENDOR 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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and CHA 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. 31 P a a e 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. 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 CHA, 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 CHA have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: 41 Pa ge William L. Colbert, City Attorney Aftest: CITY OF SANF gRR By: Art Woo )dYuw-v Mayor I/ Dal .'q T CHA CONSULTING INC., a New York corporation. MichaefAlPlatt Thomas D. TitsW6-6 General Counsel & EVP Assistant Secretary Dated: August 10, 2021 AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND PROFESSIONAL SERVICE INDUSTRIES, INC. FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCNUjASTE4G E E T (hereinafter the "Agreement") is made and entered into thi day o lit" 2021, by and between the City of Sanford, W (hereinafter in ft Florida, a Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, Professional Service Industries, Inc., a Delaware corporation, ("PSI" throughout) whose principal and mailing address is 545 East Alogonquin Road, Arlington Heights, Illinois 60005. The City and PSI 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 PSI 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 PSI 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 PSI This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 a e standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to such services being provided by PSI No services have commenced prior to the execution of this Agreement that would entitle PSI 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www. Sanford FL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. PSI'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, PSI 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 PSI upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 2 1 P a g e 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. (b). If PSI does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by PSI to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. PSI shall promptly provide the City with a copy of any request to inspect or copy public records in possession of PSI and shall promptly provide the City with a copy of PSI'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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI. HOUCH IN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and PSI 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. 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 PSI, 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 PSI have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: AppWed as to form and legal sufficiency. Attest: -T-odd-Mdre" OIrOy Secretary PROFESSIONAL SERVICE INDUSTRIES, INC., a Delaware corporation. Ghfis-G-ars-ten, Nok7el-t Trdmp�e FIFesident—,E)irector Prin6t,,cd nsu h%rri- Dated: 8 126,12,021 5 1 AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND CPH, INC. FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCNA MASTS RAGRE VMENT (hereinafter the "Agreement") is made and entered into thil-&—*day o� m 2021, 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, CPH, Inc., a Florida corporation, ("CPH" throughout) whose principal and mailing address is 500 West Fulton Street, Sanford, Florida 32771. The City and CPH 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 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 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 This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 I I P a g e standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to such services being provided by CPH No services have commenced prior to the execution of this Agreement that would entitle CPH 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www. Sanford FL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. CPR'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 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 upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 2 1 P a g e 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. (b). If CPH does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by CPH o grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. CPH shall promptly provide the City with a copy of any request to inspect or copy public records in possession of CPH and shall promptly provide the City with a copy of CPH's response to each such request. (d). IF THE CONTRACTOR/VENDOR 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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@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 AgreementfModification. This Agreement and the provisions thereof, 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, constitute the entire integrated agreement between the City and CPH 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. 3 1 P a g e 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. 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 CPN, 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 have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: 4 Page Attest: Tracio in, MMC, FARMJ�P ll�o ,ler- /1$ (� tv, (1: Approved as to form and o d legal sufficiency. William L. Colbert, Cify Attorney Attest: Patricia Hunt Secretary CITY OF SANFO By: Art Wood Mayor -q4Q AlkV CPH, INC., a Florida corporation. B y: Da id A. Gierach President Director, Co -Treasurer Dated: �/5/2021 5 1 P a g e AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND ARDAMAN & ASSOCIATES, INC. FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT 0 THIS CCN ASTEF,G EEMENT (hereinafter the "Agreement") is made and entered into thiV'rday of, 2021, 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 Ardaman & Associates, Inc., a Florida corporation, ("Ardaman" throughout) whose principal address is 8008 South Orange Avenue, Orlando, Florida 32809 and whose mailing address is 3475 East Foothill Boulevard, Pasadena, California 91107. The City and Ardaman 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 Ardaman 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 Ardaman 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 Ardaman This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 such services being provided by Ardaman No services have commenced prior to the execution of this Agreement that would entitle Ardaman 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www.SanfordFL.gov), or a successor -link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. Ardaman'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, Ardaman 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 Ardaman upon termination of the contract and destroy any duplicate public 2 1 P a - e 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. (b). If Ardaman does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by Ardaman o grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. Ardaman shall promptly provide the City with a copy of any request to inspect or copy public records in possession of Ardaman and shall promptly provide the City with a copy of Ardaman'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, MMC, FORM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and Ardaman 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. 3 1 P a ge 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. 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 Ardaman, 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 Ardaman have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: 4 1 P a a e Attest., , ffln 4b % 1 y 10, R torney Signat re Authori ed Officer Title: S Printed Name:7b()4-eFs U1 I h ' Z/, I / Ll MR ARSAVAN & ASSOCIATES, INC., a Florida corporation. Digitally signed by Charles Charles H H Cunningham Cunningham 0:"".08.0515:13.00 By: Signature of Authorized Officer Title: V,'e, 9 Are>,'ate4 t - Printed Name: e hav,16 H - (xqo,*" 1400410.'. Dated: --9-5,-2-/ %J 51P�� AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND SMW GEOSCIENCES, INC. FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCNA MASTE"GREEMENT (hereinafter the "Agreement") is made and entered into thiol -day of,'��' 021, by and between the City of Sanford, lity� Florida, a Florida municipality, (her 'nafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, SMW Geosciences, Inc., a Florida corporation, ("SMW" throughout) whose principal and mailing address is 1028 West New Hampshire Street, Orlando, Florida 32804. The City and SMW 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 SMW 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 SMW 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 SMW This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 1 (Wage standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to such services being provided by SMW No services have commenced prior to the execution of this Agreement that would entitle SMW 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www. Sanford FL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. SMW'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, SMW 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 SMW upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 2 1 P a g e 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. (b). If SMW does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by SMW o grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. SMW shall promptly provide the City with a copy of any request to inspect or copy public records in possession of SMW and shall promptly provide the City with a copy of SMW'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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and SMW 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. 3 1 P a g e 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. 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 SMW, 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 SMW have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: 4 1 P a g e Attest: Traci HotchlrC)NMC, ECRM ity Clerk.. 4 (91 L�r4RVV f�a Aporptwoead as to formPand legal sufficiency. Attest*A�IE 't OPT M C1 0. - UMIN-611 —-Sarah M. ,,Raymond Wil am Jones Directo (Yice _Presio t :)nes Dated: .', L, INC., a Florida Morro" 5 1 Pago C 1. AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND TERRACON CONSULTANTS, INC. FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCNA*AST --_ E�MENT (hereinafter the "Agreement') is made and ZA 1'. entered into t —day O 2021, by and between the City of Sanford, c Florida, a Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, Terracon Consultants, Inc., a Delaware corporation, ("Terracon" throughout) whose principal and mailing address is 10841 South Ridgeview Road, Olathe, Kansas 66061. The City and Terracon 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 Terracon 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 Terracon 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 Terracon This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 1 113,1 o e standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to such services being provided by Terracon No services have commenced prior to the execution of this Agreement that would entitle Terracon 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: (hftps://www.sanfordfl.gov/departments/flinance/purchasing/contract- terms-and-conditions or www. Sanford FL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. Terracon'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, Terracon 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 Terracon upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 2 113 a g Z�l 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. (b). If Terracon does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by Terracon o grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. Terracon shall promptly provide the City with a copy of any request to inspect or copy public records in possession of Terracon and shall promptly provide the City with a copy of Terracon'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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and Terracon 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. 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 Terracon, 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 Terracon have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: 4 11" a a e Attest: Signature of Authorized Officer Title: Sr. Vice President Printed Name: Rick Acree, PE CITY OF By: _ Art We Mayor Date: - TERRACON & ASSOCIATES, INC., a Delaware corporation. By: lel*�PL— Signaturelof Authorized Officer Title: Office Manager - Principal Printed Name: Matthew B. Sloan, PE, Dated: 5 1 P i ,,e CGC AGREEMENT BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND ARMINIUS CONSULTANTS, LLC FOR SOLICITATION NUMBER: RFQ 20/21-23/CCNA MASTER AGREEMENT THIS CCMASTE%G"REMENT (hereinafter the "Agreement") is made and entered into thi _ ay 0, 2021, by and between the City of Sanford, r Florida, a Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, Arminius Consultants, LLC, a Florida limited liability company, ("Arminius" throughout) whose principal and mailing address is 2501 Bayfront Parkway, Orlando, Florida 32806. The City and Arminius 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 Arminius 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 Arminius 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 Arminius This is a continuing services contract under the provisions of the CCNA and within the scope of the professional service of engineering as defined in Section 471.005(7), Florida Statutes, or its successor provisions. 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 services provided under all City work orders 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 I I [,,I g e standard contractual terms and conditions shall not terminate and the protections afforded to the City shall continue in effect subsequent to such services being provided by Arminius, No services have commenced prior to the execution of this Agreement that would entitle Arminius 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: (hftps://www.sanfordfl.gov/departments/finance/purchasing/contract- terms-and-conditions or www. Sanford FL.gov), or a successor link. 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, the Parties agree that the provisions of all Federal rules and procedures, and any other matters required to be incorporated herein are incorporated into this Agreement (such as, but not limited to, any and all required contract clauses by agencies such as the Federal Emergency Management Agency and the Florida Department of Economic Opportunity or their successor agencies). All services shall be subject to the provisions of the CCNA and all controlling requirements of Federal law. Section 7. Arminius' Mandatory Compliance with Chapter 119, Florida Statutes, and Public Records Requests. (a). In order to comply with Section 119.070 1, Florida Statutes, public records laws, Arminius 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 Arminius upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records 21 Pa g e 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. (b). If Arminius does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (c). Failure by Arminius to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. Arminius shall promptly provide the City with a copy of any request to inspect or copy public records in possession of Arminius and shall promptly provide the City with a copy of Arminius' 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, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI. HOUCH IN@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 and the provisions thereof, 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, constitute the entire integrated agreement between the City and Arminius 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. 3 1 Page 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. 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 Arminius, 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 Arminius have executed this instrument for the purpose herein expressed. SIGNATURE BLOCKS FOLLOW: 41 Page Printed Name: GLORIA HATFIE Title: NA Authorized Signatory Witness Printed Name: FRANCES GUTHRIE �ft By: Art Mayor Date: .P. gq7 I By: John D4,141FIermann President and sole corporate officer Dated: 9/15/2021