2481 RFQ 21/22-33 Environmental Site Assessment Brownsfields Redev ProgramSXNTFORD
,-�i, y
FINANCE DEPARTMENT
Wednesday, May 31, 2023
TO: City Clerk/Mayor
RE: RFQ 21/22-33 Environmental Site Assessment Brownsfields
Redevelopment Program
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: For Safe Keeping
From
T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc
5/31/20;2-3
Date
AGREEMENT BETWEEN THE CITY OF SANFORD AND STEARNS, CONRAD AND
SCHMIDT, CONSULTING ENGINEERS, INC. DOING BUSINESS AS
SCS ENGINEERS/RFQ 21/22-33/ ENVIRONMENTAL SITE ASSESSMENT
BROWNFIELDS REDEVELOPMENT PROGRAM
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this
fY a
day of -Fury 2023, 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 Stearns, Conrad And Schmidt, Consulting
Engineers, Inc., a Virginia corporation, whose local and mailing address is 5850 South
Semoran Boulevard, Orlando, Florida 32822, with a corporate address of 3900 Kilroy
Airport Way, Suite 100, Long Beach, California 90806, doing business as SCS
Engineers (hereinafter referred to as "SCS"). The City and SCS 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. This procurement has been
solicited, processed, negotiated and otherwise implemented under the provisions of the
controlling provisions of the "Consultants' Competitive Negotiation Act' which is codified
at Section 287.055, Florida Statutes.
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.
11Page
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 SCS agrees to accomplish the provision of services specified in the
attachments for the compensation set forth in those documents relating to services
relating to the City's Environmental Site Assessment Brownfields Redevelopment
Program and for such other services as may be agreed upon by the parties as set forth
in issued work/purchase orders.
(b). It is recognized that SCS shall provide services as directed by the City
under the award of RFQ 21/22-33 by the City to SCS relating to the City's
Environmental Site Assessment Brownfields Redevelopment Program.
(c). The City's contact/project manager for all purposes under this Agreement
shall be the following:
Marisol Ordonez
Purchasing Manager
Finance Department
Post Office Box 1788
Sanford, Florida 32772-1788
Phone: 407.688.5028
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 3 years with automatic renewals for
periods of 1 year thereafter unless terminated by a party with 90 days advance written
notice to the other party. No services or actions have been provided prior to the
execution of this Agreement that would entitle SCS for any compensation therefor.
21Pabe
Section 5. Compensation. The parties agree to compensation as set forth
in the implementing documents of the "Consultants' Competitive Negotiation Act"
(Section 287.055, Florida Statutes) and as set forth in issued work/purchase orders
pertaining to the City's Environmental Site Assessment Brownfields Redevelopment
Program of the City and any and all related services as appropriately procured.
Section 6. Standard Contractual Terms and Conditions. All "Standard
Contractual Terms and Conditions," as provided on the City's website, apply to this
Agreement and are incorporated herein. Such Terms and Conditions may be found and
printed out/memorialized at the City's website, which can be reached and accessed at
the following address which is readily accessible and available for ease of view and
usage: (haps://www.sanfordfl.gov/departments/finance/purchasing/contract-terms-and
conditions 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.
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. SCS' 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, SCS must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to provide or perform services.
31Page
(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 SCS upon termination of this Agreement
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 SCS does not comply with a public records request, the City shall
enforce all requirements and provisions of controlling law in accordance with this
Agreement.
(c). Failure by SCS to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. SCS shall promptly provide the City with a copy of any request
to inspect or copy public records in possession of SCS and shall promptly provide the
City with a copy of SCS' response to each such request.
(d). IF SCS (THE CONTRACTOR/VENDOR) HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO SCS (THE CONTRACTOR'S (VENDOR'S)) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
4 1 P a g e
TRACI HOUCHIN, CMC, 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, 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 including, but not limited to, SGS' Response
to City RFQ Number 21/22-33 relating to the City's Environmental Site Assessment
Brownfields Redevelopment Program constitute the entire integrated agreement
between the City and SCS 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 SCS issues a purchase
order, memorandum, letter, or any other instrument addressing the services 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 Web site or
51Pagc
otherwise, shall in no way modify the covenants, terms, and provisions of this
Agreement and shall have no force or effect thereon.
Section 14. 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. By eexcution of this
Agreement; the City reserves any and all rights and remedies available to it and waives
none of the same to any extent.
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.
6 1 P a g e
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 SCS, 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. Pricing; Conditions of Grants or Funding. SCS 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. Without in any way limiting the provisions
7 1 P a g e
of the following Section, SCS 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 services under the provisions of this Contract and shall
prevail in the event of inconsistency when procuring 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), from time -to -time. Accordingly, the following terms and conditions
may apply to SCS, 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".
IN WITNESS WHEREOF, the City and SCS have executed this instrument for
the purpose herein expressed and SCS represents and affirms that the signatories
below have full and lawful authority to bind SCS in every respect.
SIGNATURE BLOCKS FOLLOW:
8 1 P a g e
``�•`� MT. C •NSA '%
0 '
ATTEST. _ SEAL z
SA 1972 ' y -
.VIRGIN�P •``�`
Teresa Ketcham
Assistant Secretary
ATTEST.
Traci Houchin, CMC, FCR
City Clerk,
Approved as to form and legal s
William L. Colbert
City Attorney
9 1 P a g e
STEARNS, CONRAD AND SCHMIDT,
CONSULTING ENGINEERS, INC., a
Virginia corporation, doing business
as SCS ENGINEERS.
By: C'a'� La,1 4-di1i
Te='.-�-- sh Carlo Lebron
moi- Senior Vice President
Date: March 8, 2023