2480 RFP 21/22-12 Disaster Debris Monitoring Svcs Tidal Basinc CAITY�OyFFO (�
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FINANCE DEPARTMENT l
Wednesday, May 31, 2023
To: City Clerk/Mayor
RE: RFP 21/22-12 Disaster Debris Monitoring Services Tidal Basin
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
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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: For Safe Keeping
From
T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc
5/31/2023
Date
AGREEMENT BETWEEN THE CITY OF SANFORD AND TIDAL BASIN
GOVERNMENT CONSULTING, LLC./RFP NUMBER: 21/22-12/DISASTER DEBRIS
MONITORING SERVICES
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
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day, of Beee r 2g-2-2- 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 Tidal Basin Government Consulting, LLC, a
limited liability company organized under the laws of the District of Columbia, whose
principal and mailing address is 126 Business Park Drive, Utica, New York 13502,
(hereinafter referred to as "Tidal Basin"). The City and Tidal Basin 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.
I I P 'n ii C
Section 3. Scope of Agreement; Direction of the Provision of Goods and
Services.
(a). This Agreement is for the provision of goods and services set forth in the
attachments hereto and Tidal Basin agrees to accomplish the provision of goods and
services specified in the attachments for the compensation set forth in those documents
relating to the provision of disaster debris monitoring services and for such other goods
and services as may be agreed upon by the parties as set forth in issued work/purchase
orders.
(b). It is recognized that Tidal Basin shall provide goods and services as
directed by the City.
(c). The City's contact/project manager for all purposes under this Agreement
shall be the following:
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 1 year with the opportunity for 4
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. The decision to renew or extend this Agreement shall be at the
discretion of the City. Tidal Basin shall review the quality and status of the disaster
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debris monitoring services delivered to the City with the City on an annual basis at
which time(s) the City may terminate this Agreement is its sole and absolute discretion.
In any event, this Agreement shall remain in effect until the goods and services to be
provided by Tidal Basin to the City under each work order have been fully provided in
accordance with the requirements of the City; provided, however, that, the
indemnification provisions and insurance provisions of the standard contractual terms
and conditions referenced herein shall not terminate and the protections afforded to the
City shall continue in effect subsequent to such goods and services being provided by
Tidal Basin. No goods, services or actions have been provided prior to the execution of
this Agreement that would entitle Tidal Basin for any compensation therefor.
Section 5. Compensation. The parties agree to compensation as set forth
in the attachments hereto, with the initial purchase of goods and services being 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: (https://www.sanfordfl.gov/departments/finance/purchasing/contract-
terms-and conditions or www.SanfordFL.gov). The parties shall also be bound by the
purchasing policies and procedures of the City as well as the controlling provisions of
Florida law. Work orders shall be used, in accordance therewith, in the implementation
of this Agreement to the extent deemed necessary by the City in its sole and absolute
discretion.
P aL?
Section 7. Tidal Basin'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, Tidal Basin 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.
(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 Tidal Basin 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 Tidal Basin does not comply with a public records request, the City shall
enforce the contract provisions in accordance with this Agreement.
(c). Failure by Tidal Basin to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Tidal Basin shall promptly provide the City with a copy of any
41Pa—`c
request to inspect or copy public records in possession of Tidal Basin and shall
promptly provide the City with a copy of Tidal Basin's response to each such request.
(d). IF THE CONTRACTORIVENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
TRACI HOUCHIN, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI.HOUCHIN ar 7SANFORDFL.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 Tidal Basin 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 Tidal Basin 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
511
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 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.
61Pi (
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 Tidal Basin, 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.
Section 17. Conditions of Grants or Funding.
(i). The Vendor 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, agree to contract
terms and conditions required from or by said grants or funding sources. The
Vendor agrees to perform consistent with those provisions of controlling |avv 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 /"/4RP4"\ as the City will be using
Federal assistance provided to the City by the UG Department ofTreasuryunder
ARFA. Sections 602(b) and 603(b) of the Social Security Act, Public Law Number
117-2 (March 11. 2021). According|y, the following berrno and conditions apply to
the \/endor, as a contractor of the City according to the City's Award Terms and
Conditions agreed to by the City under the ARYzA 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, Coot Principles, And Audit Requirements For Federal Awards".
IN WITNESS WHEREOF, the City and Tidal Basin have executed this instrument
for the purpose herein expressed and Tidal Basin represents and affirms that the
signatories below have full and |exxfu| authority to bind Tidal Basin in every respect.
SIGNATURE BLOCKS FOLLOW:
ATTEST: TIDAL BASIN GOVERNMENT
CONSULTING, LLC., a limited liability
company organized under the laws of
PATRICIA REnER the District of Columbia.
Notary Public
State of Florida /
Comm# HN325370 B
iol2a/2o26 y
Signature Signature, f Authorized Person.
Printed Name: i EEt� Printed Name:
Title: (�%tl\C C OL+��iv\CIfUU / (L� Title:
Date:
ATTEST.- CITY OF SANFO*
Traci Houchin, CMC, FCRM
City Clerk,
rt.,1No druff
Approved as to form and legal s i
�'Sly'
l/
William L. Colbert City Attorney
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