IRFQ_23-24-315-Stanard_and_Associate-Current_Form_Agreement-Fully_Executed.pdf

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AGREEMENT BETWEEN THE CITY OF SANFORD AND STANARD AND

ASSOCIATES, INC.;

IRFQ 23/24-315 - PROMOTIONAL PROCESS FOR THE POLICE DEPARTMENT

THIS AGREEMENT (hereinafter the �Agreement�) is made and entered into this the last day of the signatories below, 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 Stanard and Associates, Inc., an Illinois corporation, whose principal address and whose mailing address is 309 West Washington

Street, Suite 1000, Chicago, Illinois 60606-3200, (hereinafter referred to as �Stanard�).

The City and Stanard 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.

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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 Stanard agrees to accomplish the provision of goods and services specified in the attachments for the compensation set forth in those pricing and other documents relating to goods and services procured by the City under IRFQ 23/24-

315, Promotional Process for the Police Department, and such other associated goods and services as may be agreed upon by the parties as set forth in issued work/purchase orders.

(b). It is recognized that Stanard shall provide goods and services as directed by the City under the award of IRFQ 23/24-315 and by the City to Stanard relating to the

City�s requirements for promotional process for the Police Department.

(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 1 year, but may be extended, from year-to-year for no longer than 5 years total to address purchase orders/work orders for goods and services which do not require a different form of competitive solicitation by the City.

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This Agreement may be extended upon mutual agreement of the Parties with no change in terms or conditions. Any extension of the performance period under this provision shall be in the City�s best interest and sole discretion. Any agreement or amendment to the contract or purchase order awarded as a result of this solicitation shall be subject to fund availability and mutual agreement between the City and Stanard. No goods and services or actions have been provided prior to the execution of this Agreement that would entitle

Stanard for any compensation therefor.

Section 5. Compensation. The parties agree to compensation as follows:

(1). Candidate orientations/subject matter expert meetings, administration/consulting/managing/coordination of process and testing:

$31,680.00.

(2). Airfare: $1,600.00.

(3). Airport travel and parking: $275.00.

(4). Lodging: $1,750.00.

(5). Rental vehicle; $600.00.

(6). Meals: $275.00.

TOTAL BID PRICE: $36,180.00.

all such amounts being as set forth in the pricing response of Stanard to IRFQ 23/24-315, relating to the City�s current requirements for the City�s promotional process for the Police

Department and related goods and services and as set forth in issued work/purchase orders pertaining to the City�s requirements for other goods or services.

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Section 6. Standard Contractual Terms and Conditions.

(a). All �Standard Contractual Terms and Conditions�, as provided on the City�s website as shown at: www.SanfordFL.gov, apply to this Agreement are binding upon

Stanard and are hereby incorporated herein by reference. Such Terms and Conditions may be found and printed out/memorialized at the City�s website. 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.

(b). Stanard shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to the City unless the bid documents exclude or include certain types of insurance coverage or the level of coverage:

(1). Workers Compensation: Certificates of exemptions are not acceptable in lieu of workers compensation insurance. employers liability

$1,000,000.00; each accident $1,000,000.00; disease $1,000,000.00.

(2). Commercial General Liability (CGL): Shall include, at a minimum, bodily injury liability, property damage liability; personal injury liability and advertising injury liability coverages shall include premises/operations;

5 | P a g e products/completed operations; contractual liability; independent contractors, explosion; collapse; underground.

(i). Coverage must be provided for sexual harassment, abuse and molestation.

(ii). CGL- $2,000,000.00 per occurrence; $3,000,000.00. general aggregate.

(3). Comprehensive Auto Liability (CAL): Combined Single Limit (CSL), shall include �any auto� or shall include all of the following: owned, leased, hired, non-owned autos, and scheduled autos: CAL- $1,000,000.00

Combined Single Limit.

(4). Professional Liability (when required): $1,000,000.00 minimum.

(5). Builder�s Risk (when required): Shall include theft, sinkholes, off site storage, transit, installation and equipment breakdown. Permission to occupy shall be included and the policy shall be endorsed to cover the interest of all parties, including the City, and all contractors and subcontractors: 100% of completed value of additions and structures.

(6). Garage Keepers (when required): $3,000,000.00 aggregate: No per vehicle maximum preferred.

(7). Garage Liability (when required):

(i). $3,000,000.00 Combined Single Limit.

(ii). $3,000,000.00 General Aggregated.

(8). Cyber Security: Errors and Omissions Insurance Coverage

(Professional Liability) is to be included: Minimum of 2 years Extended

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Reporting Period (ERP or TAIL) coverage (when required): $5,000,000.00 minimum.

(9). Umbrella Policy: (Follow Form only) can supplement the underlying general and auto policy to reach the cover amount in the City requires.

(c). All insurance other than Workers Compensation to be maintained by

Stanard shall specifically include the City as an additional insured.

(d). For additional insurance requirements reference is made to the requirements shown in the City�s �Standard Contractual Terms and Conditions,� as provided on the City�s website, which website can be reached and accessed, as well as said terms and conditions reviewed, at: www.SanfordFL.gov.

Section 7. Stanard�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, Stanard must:

(1). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to provide 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.

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(4). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Stanard 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 Stanard 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 Stanard to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. Stanard shall promptly provide the City with a copy of any request to inspect or copy public records in possession of Stanard and shall promptly provide the City with a copy of Stanard�s response to each such request.

(d). IF STANARD (THE CONTRACTOR/VENDOR) HAS

QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO STANARD (THE CONTRACTOR�S

(VENDOR�S)) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT (407) 688-5012, TRACI HOUCHIN, MMC, 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

8 | P a g e 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, Stanard�s Response to City IRFQ 23/24-315 by the City to Stanard relating to the City�s requirements for goods and services pertaining to the City�s requirements for the City�s promotional process for the Police Department and related goods and services constitute the entire integrated agreement between the City and Stanard 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 Stanard 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 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

9 | P a g e 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.

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.

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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 Stanard 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. Stanard shall afford

�Most Favored Nation/Customer� 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 of the following Section, Stanard 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.

IN WITNESS WHEREOF, the City and Stanard have executed this instrument for the purpose herein expressed and Stanard represents and affirms that the signatories below have full and lawful authority to bind Stanard in every respect.

SIGNATURE BLOCKS FOLLOW: