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2436 IFB 21/22-29 Caraway Concrete Agreement w/COS�� Y OF I, ';,; \\1 .ANFORD �L�� FINANCE DEPARTMENT Wednesday, July 27, 2022 PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM To: City Clerk RE: IFB 21/22-29 Caraway Concrete The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ® Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies Special Instructions: From T:\Dept_forms\City Clerk Transmittal Memo - 2009.doe 27 -Jul -22 Date THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this 0 ' day of)4- 2022, by and between the City of Sanford, a Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, and Caraway Concrete Construction, Inc., a Florida corporation, whose principal address is 3221 Florida Avenue, Oviedo, FL 32782, (hereinafter referred to as "Caraway"). The City and Caraway may be collectively referenced herein as the "Parties." WITNESSETH: WHEREAS, the City issued its Invitation For Bid No. lFB 21122-29 dated March 8, 2022, entitled "CONCRETE REPAIR & SERVICES CITY-WIDE" (the "IFB") pursuant to terms of which the City was seeking to establish a new solicitation for vendors; and WHEREAS, in response to the IFB, Caraway submitted a proposal to provide the Concrete Repair & Services described in the IFB; and WHEREAS, the City has accepted the proposal submitted by Caraway to provide the services as described in the Scope of Services outlined in the IFB and both parties have agreed to enter into this Agreement setting forth the conditions, terms and agreements pursuant to which Caraway will perform the Concrete Repair & Services to and for the City. 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 Goods and Services. A. This Agreement is for the provision of Concrete Repair & Services City -Wide Caraway agrees to accomplish the Concrete Repair & Services City -Wide as identified and set forth in the attachments hereto and for the compensation set forth in the attachments hereto. B. It is recognized that Caraway shall provide services as directed by the City and Caraway shall be required to review the Concrete Repair & Services program with the City on a seri-annual basis. C. The City's contact/project manager for all purposes under this Agreement shall be the following named individual or his designee: Bilal Iftikhar, P.E., J.D. Director Utilities, Public Works Department City of Sanford Post Office Box 1788 Sanford, Florida 32772-1788 Phone: 407-688-5085 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 one (1) year with the opportunity for additional renewals of one (1) year each when in the best interest of the City. Additional renewals are at the discretion of the City. Total Agreement length, including any renewals, shall not exceed five (5) years. No goods, services or actions have been provided prior to the execution of this Agreement that would entitle Caraway to any compensation therefor. 2 1 P Section 5. Compensation. The Parties agree to compensation (billing and payment procedures) as set forth in the attachments hereto in the amounts set forth in the attachments hereto and, subsequently, as may be agreed upon by the Parties as set forth in issued work/purchase orders. 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: Contract-Terms-And- Conditions-Far-Web-Based-System-Revised-11.8.2021.pdf (sanfardfl.gav� or www.SanfordFL.gov). The Parties shall also be bound by the purchasing policies and procedures of the City as well as the controlling provisions of Florida law. Work orders shall be used, in accordance therewith, in the implementation of this Agreement to the extent deemed necessary by the City in its sole and absolute discretion. Section 7. Caraway'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, Caraway must: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to provide goods or perform 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. 31EIa2 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 Caraway 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 Caraway does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. C. Failure by Caraway to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. Caraway shall promptly provide the City with a copy of any request to inspect or copy public records in possession of Caraway and shall promptly provide the City with a copy of Caraway's response to each such request. D. IF THE CONTRACTORIVENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CMC, 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 41Pagc 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 Caraway 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 bilateral formal written amendment of equal dignity herewith. In the event that Caraway issues a purchase order, memorandum, letter, or any other instrument addressing the goods or services, work, and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such purchase 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 referenced on a Website 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 5 a "�j C 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 Caraway, and all Parties have contributed substantially and materially to the preparation of the Agreement. 61P'!—,e 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. Section 17. Conditions of Grants or Funding. Caraway shall afford "Most Favored Nation" pricing to the City and, to the extent necessary for the City to comply with controlling law or the conditions of grants or funding from other governmental agencies or entities, agrees to abide by any contract terms and conditions required from or by said grants or funding sources. Caraway agrees to perform, consistent with those provisions of controlling law as if mandatory, contractual provisions of grantor agencies or entities were a part of this Agreement. Section 18. American Rescue Plan Act. The following provisions shall apply to the provision of goods and services under the provisions of this Contract, and shall prevail in the event of inconsistency when procuring goods or services as set forth relative to the American Rescue Plan Act ("ARPA") as the City may be using Federal assistance provided to the City by the US Department of Treasury under ARPA, Sections 602(b) and 603(b) of the Social Security Act, Public Law Number 117-2 (March 11, 2021). Accordingly, the following terms and conditions apply to the Vendor, as a contractor of the City according to the City's Award Terms and Conditions agreed to by the City under the ARPA and its implementing regulations; and as established by the Treasury Department: All provisions and requirements of Part 200, Code of Federal Regulations, entitled "Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards". Section 19. E -Verify System. The vendor shall utilize the United States Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the vendor during the term of its contractual obligations to the City. The vendor shall expressly require any subcontractors performing work or providing services to likewise utilize the United States Department of Homeland Security's E -Verify system to verify the employment 7 1 P 2 c eligibility of all new employees hired by the subcontractor during the term of the vendor's contractual obligations to the City. IN WITNESS WHEREOF, the City and Caraway have executed this instrument for the purpose herein expressed and Caraway represents and affirms that the signatories below have full and lawful authority to bind Caraway in every respect. ATTEST.- By: TTEST. By: Signa e rinted Name Title: Secretary ATTEST.• By: Traci Houchin, CMC, FCRM. City Clerk `-' Y� 1 Approved as to form and legal sufficiency. �~ By: William L. Colbert City Attorney CARAWAY CONCRETE CONSTRUCTION, INC., A FLORIDA CORPORATION By: Signature Da.MOn) S• ID41W01/2 Printed Name Title: V, // �e S Date:_ _ _J PJZz- CITY OF S F �' w ooarur, Mayor i� I:\CIty of Sanford - General\Agreements\Caraway Concrete Construciton COS -Caraway Concrete Construction 6-2022.doc 81Pa =c