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.
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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.
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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
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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
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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.
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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
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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
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