2405 RFP 20/21-54 Financial Consulting Svcs-ARPA Carlisle ThompsonTo: City Clerk
RE: RFP 20/21-54 Financial Consulting Services-ARPA Carlisle Thompson
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑
Development Order
❑
Mayor's signature
❑
Final Plat (original mylars)
❑
Recording
❑
Letter of Credit
❑
Rendering
❑
Maintenance Bond
❑
Safe keeping (Vault)
❑
Ordinance
❑
Deputy City Manager
❑
Performance Bond
❑
Payment Bond
❑
Resolution
❑
City Manager Signature
City Clerk Attest/Signature
❑
City Attorney/Signature
Once completed, please:
❑ Return originals to Purchasing- Department
❑ Return copies
El
Special Instructions:
Paul Smith
Purchasing 06'ordinator 13 -Jan -22
From Date
T:\Deptjorms\City Clerk Transmittal Memo - 2009.doe
AGREEMENT BETWEEN CITY OF SANFORD AND CARLISLE THOMPSON, LLC;
RFP 20/21-54; FINANCIAL CONSULTING SERVICES-ARPA (FEDERAL GRANT)
THIS AGREEMENT (hereinafter the "Agreement") is made and entered 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 Carlisle Thompson, LLC, a Florida limited liability company, whose principal and
mailing address is 405 West Sequoia Spur, Georgetown, Texas 78628, (hereinafter
referred to as "Carlisle Thompson"). The City and Carlisle Thompson 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 statements 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; Direction of the Provision of Services.
(a). This Agreement is for the provision of services set forth in the attachments
hereto and Carlisle Thompson agrees to accomplish the timely provision of services
specified in the attachments for the compensation set forth herein relating to financial
consulting services -American Rescue Plan Act (ARPA) (Federal grant funding) as well
as providing such other services during the life of this Agreement as may be agreed
upon by the parties as set forth in City -issued purchase/work orders..
(b). It is recognized that Carlisle Thompson shall provide services as directed
by the City.
(c). The City's contact/project manager for all purposes under this Agreement
shall be the following:
Purchasing Manager
Finance -Purchasing Division
City of Sanford
I I P a g e
Post Office Box 1788
Sanford, Florida 32772-1788
Phone: 407-688- 5028
Email: Madsol.ordonez@sanfordfl.gov
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 be in effect for a term of 1 year with the opportunity for additional
1 -year renewal periods when in the best interest of the City in its sole discretion.
However, the total length of this Agreement, including all renewals, shall not exceed 5
years. No goods, services or actions have been provided prior to the execution of this
Agreement that would entitle Carlisle Thompson for any compensation therefor.
Section 5. Compensation. The parties agree to compensation in amounts
set forth in the attachments hereto and, subsequently, as may be agreed upon by the
parties as set forth in issued purchase/work orders. Compensation shall be calculated at
the rates set forth in the Carlisle Thompson procurement submittal.
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://sanfordfl.gov/government/finance/purchasing-division/ or
www. Sanford FL.gov). The parties shall also be bound by the purchasing policies and
procedures of the City as well as the controlling provisions of Florida law.
Purchase/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.
Section 7. Carlisle Thompson'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, Carlisle Thompson must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to provide services.
(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.
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(4). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in possession of Carlisle Thompson upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the City in a format that is compatible with the information
technology systems of the City.
(b). If Carlisle Thompson does not comply with a public records request, the
City shall enforce the contract provisions in accordance with this Agreement.
(c). Failure by Carlisle Thompson to grant such public access and comply with
public records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Carlisle Thompson shall promptly provide the City with a copy of
any request to inspect or copy public records in possession of Carlisle Thompson and
shall promptly provide the City with a copy of Carlisle Thompson'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, together
with all "Standard Contractual Terms and Conditions", as provided on the City's website
and the attachments hereto (the documents relative to the procurement activity of the
City leading to the award of this Agreement) constitute the entire integrated agreement
between the City and Carlisle Thompson 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. In the event that Carlisle
Thompson issues a purchase/work order, memorandum, letter, or any other instrument
addressing the services to be performed pursuant to this Agreement, it is hereby
specifically agreed and understood that any such purchase/work order, memorandum,
letter, or other instrument shall have no effect on this Agreement unless agreed to by
the City, specifically and in writing in a document of equal dignity herewith, and any and
all terms, provisions, and conditions contained therein, whether printed or written or
3 1 Page
referenced on a Web site or otherwise, shall in no way modify the covenants, terms,
and provisions of this Agreement and shall have no force or effect thereon.
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 Carlisle Thompson, 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.
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IN WITNESS WHEREOF, the City and Carlisle Thompson have executed this
instrument for the purpose herein expressed and Carlisle Thompson represents and
affirrns that the signatories below have full and lawful authority to bind Carlisle
Thompson in every respect. Entered the date last set forth below or, in the event that
Carlisle Thompson fails to date, the date of execution by the City.
�011
Y:
V\--—
Traci Houchin, MMC, FC; Art W oydnfif'
"
City Clerk r Mayor
Dated;
Approved as to form ands'
legal sufficiency,
iR
071b, rt, i A o Y
ADDITIORAL SIGNATURE BLOCK FOLLOWS:
5 11'- �!
Carlisle Thompson, LLC, a Florida
limited liability company.
By:
Connie S.
Manager
Dated:
61