Loading...
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