IRFQ_24_25-304_Construction_Law_Legal_Services.pdf

BIDDER INFORMATION:

Name of Firm:

Address:

Address:

City/State/Zip Code:

Contact Person:

Phone Number:

Fax Number:

Email:…………………………………………………………..

BIDDER’S PRINTED NAME:

Title:

DUE DATE: December 31, 2024, at 2:00P. M. Local Time City of Sanford Purchasing Division Contact Person: Marisol Ordoñez, Purchasing Manager Address: 300 N. Park Avenue Suite 243 City, State, Zip: Sanford, Florida 32771 Phone Number: 407.688.5028, or ext. 5030 Fax Number: 407.688.5021 Email: purchasing@sanfordfl.gov For Div./Dept./Office: Finance Department Delivery Address: 300 N. Park Avenue Sanford, Florida 32771

ISSUED DATE: December 16, 2024

BIDDER’S SIGNATURE:

Date:

PLEASE RETURN BY DUE DATE AND TIME VIA FAX, MAIL OR EMAIL TO CONTACT PERSON STATED ABOVE.

1. Intent. The intent of this solicitation is to select a successful Bidder to provide construction law, and related, legal services to the City of Sanford (the “City”), all as more as specified herein.

2. Scope of Services. The successful Bidder shall provide the following, as well as any and all other related legal services, as may be requested, or required, by the City from time to time:

A. Drafting, reviewing, preparation and enforcement of construction contracts and other legal documents.

B. Drafting and reviewing request for proposals for construction related projects.

C. Advising the City in connection with construction contract-related claims and disputes.

D. Representing the City in any judicial, administrative or other legal proceedings, involving the litigation of construction-related claims or disputes as well as in negotiations, arbitration and mediation.

E. Reviewing and advising the City on local, State and Federal laws, rule and regulations that impact its construction activity.

F. Participate in claims resolution issues involving the City.

G. Offering proactive legal strategies to the City in order to mitigate risk and ensure compliance.

H. Developing compliance programs and policies for the City where necessary.

3. Requirements. Generally, the successful Bidder shall have at least five (5) years of experience in construction law, devoting at least forty percent (40%) or more of their practice to same, and have knowledge of:

A. Florida Construction Lien Law B. Private Construction Contracts (Contract negotiation, preparation, bidding, award and administration) C. Public Construction Contracts (bidding, hearings, administration, protest and appeals).

D. Design professional Liability – Includes Chapters 471 and 481 Florida Statutes E. Damages, Defenses and Theories of Recovery F. Chapter 287, Florida Statutes G. Chapter 558, Florida Statutes H. Collection and Judgement Enforcement Procedures

City of Sanford | Finance Department | Purchasing Division 300 N. Park Avenue, Sanford, Florida 32771

Phone: 407.688.5028, or extension 5030 | Fax: 407.688.5021 FORM

IRFQ INFORMAL REQUEST FOR QUOTE

IRFQ 24/25-304

CONSTRUCTION LAW

LEGAL SERVICES

I. Prompt Pay Procedures (public and private) J. Licensing and Regulations of Contractors and Professionals- includes Chapter 489 Part 1 and Part II , Florida

Statutes.

K. Construction Lending L. Suretyship, including but not limited to, Payment and Performance Bonds, Common Law Bonds, Statutory

Bonds, Section 255.05 : Florida Statutes and Federal Miller Act, 40 U.S.C.s 3131.3134.2 M. Insurance AIA Form documents: A101 (2017); A102 (2017); A103 (2017); A104 (2017); A201 (2017); A312

Bonds (2010); A132 (2019); A133 (2019); A134 (2019); A135 (2024); A141 (2014); A142 (2014); B101 (2017); B102 (2017); A103 (2017); and B108 (2009).

N. Alternative Construction Dispute Resolution and Remedies.

The City shall select the lowest quote that is most responsive to the needs of the City as outlined herein.

4. Submittals.

A. Pricing. In accordance with the terms, conditions and specifications, I/we, as authorized signatory to commit the firm, do hereby accept in total all the terms and conditions stipulated and referenced in this IRFQ document and hereby submit the following prices for IRFQ 24/25-304, Construction Law Legal Services, as follows:

HOURLY FEE PROPOSAL

Generic Classifications Actual Corresponding Title in Bidder’s Firm

Hourly Rate (USD)

Senior or Managing Partner Law Partner Senior Associate Lawyer Associate Lawyer Paralegal Office Assistant/Clerical

I. In addition, for simplicity, you may propose a blended hourly rate for all work performed on an hourly basis

(although the City may elect to use individual itemized rate structure proposed above): Blended Hourly Rate:

$___________ per hour.

B. Other. The additional attachments must be included with your proposal.

i. Receipt of Exempt Public Records and Agreement to Safeguard (Attachment “A).

ii. Proof of Insurance (copy), complete Section 00618 Insurance Requirement Form (Attachment “B”), and submit with your quote submittal.

iii. Vendor Form-W9- ACH form.

4. Additional Requirements/Information.

A. Please return your quote submittal via fax, mail or email to the requesting Division/Department/Office as outlined on page 1; by no later than the due date and time outlined on page 1 or as revised thereof via written addenda.

B. Please email questions regarding this quotation only to the requesting Division/Department/Office. Any interpretations, clarifications, or changes made will be in the form of written addenda issued by requesting Division/Department/Office.

C. Pursuant to Section 2.2 of the City of Sanford Purchasing Policy, lobbying is strictly prohibited.

D. Please note that all documents sent to the City as part of this IRFQ are considered a Public Record; as prescribed by Chapter 119, Florida Statutes.

E. Bidder must submit a copy of their Certificate of Insurance with their quote.

ATTACHMENT “A”

RECEIPT OF EXEMPT PUBLIC RECORDS AND AGREEMENT TO SAFEGUARD

The below named is the recipient of certain documents and by signing this document agrees and acknowledges that, in accordance with the provisions of Chapter 119, Florida Statutes, and Section 24(a), Article 1 of the Constitution of the State of Florida, and other controlling law (collectively the “Public Records Laws”), any and all documents such as, by way of example only and not as a limitation, building plans, blueprints, schematic drawings and diagrams, regardless of the status of the documents (draft, preliminary or final) which depict the internal layout and structural elements of a proposed or existing public building, arena, stadium, water treatment facility, wastewater treatment facility, or other structure owned or operated by the City of Sanford (City) that have been provided to the recipient by the City are exempt from the Public Records Laws.

The recipient hereby acknowledges its obligation to maintain the exempt status of this information and agrees to fully maintain, in every respect, the exempt status of the documents and protect and safeguard the documents from public dissemination. The recipient recognizes that the purpose of this exemption is to protect the City, its citizens and the general public from acts of terrorism.

The statement of the recipient made herein includes binding representations with regard to the following persons and entities, without limitation: all subcontractors (potential or contracted) of recipient, all employees, agents, officers and any other persons associated with recipient.

The recipient shall ensure that all said persons and entities are advised of and agree to protect the exempt nature of the above referenced documents and to safeguard same prior to permitting any of the above said persons or entities to have access to the referenced documents. The recipient may use the referenced documents to make bids upon an exempt City project in coordination with such persons and entities, provided recipient ensures that the exempt status and control of the documents is protected.

The following list of examples of the specific documents, provided to the recipient as documented below, which are exempt from the Statutes indicated and as provided above:

1.

2.

3.

4.

AGREED IN EVERY RESPECT WITHOUT QUALIFICATION:

Recipient:

Signature Date

Printed or Typed Name and Title

Representing:

Name of Company

Company Address Phone No.

END OF SECTION

ATTACHMENT “B”

INSURANCE REQUIREMENTS

INSURANCE REQUIREMENTS OUTLINED BELOW APPLICABLE TO CONTRACTS FOR SERVICES

WHEN THE CONTRACTOR PERFORMS ON OR OFF CITY PREMISES

COVER COVERAGE REQUIRED

Contract Exceeds $500,000, 180 days & unusual hazards exist Level 3

Contract does not Exceed

$500,000, 180 days & no unusual hazards exist- Level 2

Contract does not Exceed $25,000, 30 days & no unusual hazards exist Level 1

Workers’ Compensation *Certificates of exemption are not acceptable in lieu of workers compensation insurance.

Employers Liability $1,000,000 Each Accident $1,000,000 Disease $1,000,000

Employers Liability $500,000 Each Accident $500,000 Disease $500,000

Employers Liability $500,000 Each Accident $500,000 Disease $500,000

Commercial General Liability shall include- Bodily injury liability, Property Damage liability; Personal Injury liability and Advertising injury liability Coverages shall include: Premises/ Operations; Products/Completed Operations; Contractual liability;

Independent Contractors, Explosion; Collapse; Underground.

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

$2,000,000 Per Occurrence $3,000,000 General Aggregate

$1,000,000 Per Occurrence $2,000,000 General Aggregate

$500,000 Per Occurrence $500,000 General Aggregate

Comprehensive Auto Liability, CSL, shall include “any auto” or shall include all of the following: owned, leased, hired, non-owned autos, and scheduled autos.

$1,000,000 Combined Single Limit

$1,000,000 Combined Single Limit

$500,000 Combined Single Limit

Professional Liability (required) $1,000,000 Minimum

$1,000,000 Minimum

$1,000,000 Minimum

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 of Sanford, all contractors and subcontractors.

100% of completed value of additions and structures

100% of completed value of additions and structures

100% of completed value of additions and structures

Garage Keepers (when required)

$3,000,000 Aggregate: No per vehicle maximum preferred

$1,000,000 Aggregate: No per vehicle maximum preferred

$500,000 Aggregate: No per vehicle maximum preferred

Garage Liability (when required)

$3,000,000 Combined Single Limit $3,000,000 General Aggregate

$1,000,000 Combined Single Limit $1,000,000 General Aggregate

$500,000 Combined Single Limit $500,000 General Aggregate

Cyber Security-Error and Omission Insurance Coverage (Professional Liability) is to be included. Minimum of two years Extended Reporting Period (ERP or Tail) coverage (when required).

$5,000,000 Minimum

*Umbrella Policy- (Follow form only) can supplement the underlying general and auto liability to reach the cover the amounts the City requires.

I. It is noted that Professional Liability, builder’s risk, garage keepers and garage liability is not required unless applicable conditions exist. If clarification is needed the CONTRACTOR must request clarification from the City of Sanford Purchasing Office.

II. Vendor, Contractor, bidder shall provide, to the City of Sanford “City,” prior to commencing any work, a Certificate of Insurance which verifies coverage in compliance with the requirements outlined below. Any work initiated without completion of this requirement shall be unauthorized and the City will not be responsible.

III. The City reserves the right, as conditions warrant, to modify or increase insurance requirements outlined below as may be determined by the project, conditions and exposure.

Certification Terms and Conditions IV. It is noted that the City has a contractual relationship with the named vendor, contractor or provider (collectively referred hereinafter as Contractor) applicable to a purchase order, work order, contract or other form of commitment by the City of Sanford, whether in writing or not and has no such contractual relationship with the Contractor’s insurance carrier. Therefore, the onus is on the Contractor to insure that they have the insurance coverage specified by the City to meet all contractual obligations and expectations of the City. Further, as the Contractor’s insurance coverage is a matter between the vendor and its insurance carrier, the City will turn to the Contractor for relief as a result of any damages or alleged damages for which the Contractor is responsible to indemnify and hold the City harmless. It is understood that the Contractor may satisfy relief to the City for such damages either directly or through its insurance coverage; exclusions by the insurance carrier notwithstanding, the City will expect relief from the Contractor.

a. The insurance limits indicated above and otherwise referenced are minimum limits acceptable to the City. In addition, all contractor policies shall to be considered primary to City coverage and shall not contain co-insurance provisions.

b. All policies, except for professional liability policies and workers compensation policies shall name the City of Sanford as Additional Insured.

c. Professional Liability Coverage, when applicable, will be defined on a case by case basis.

d. Umbrella Policy: In the event, the vendor carries Umbrella Policy the language shall state “Umbrella to Follow Form” to cover the underlying general and auto liability.

e. In the event that the insurance coverage expires prior to the completion of the project, a renewal certificate shall be issued 30 days prior to said, expiration date.

f. All limits are per occurrence and must include Bodily Injury and Property Damage.

g. All policies must be written on occurrence form, not on claims made Form, except for Professional Liability.

h. Self-Insured retentions shall not be allowed on any liability coverage.

i. In the notification of cancellation: The City of Sanford shall be endorsed onto the policy as a cancellation notice recipient. Should any of the above-described policies of Sanford in accordance with the policy provisions.

j. All insurers must have an A.M. rating of at least A-VII.

k. It is the responsibility of the Prime CONTRACTOR to ensure that all sub-contractors retained by the Prime CONTRACTOR shall provide coverage as defined here in before and after and are the responsibility of said Prime CONTRACTOR in all respects.

l. Any changes to the coverage requirements indicated above shall be approved by the City of Sanford, Risk Manager.

m. Address of “Certificate Holder” is City of Sanford; 300 N. Park Avenue; Sanford, Florida 32771.

n. All certificates of insurance, notices etc. must be provided to the above address.

o. In the description of the certificate of insurance inlcude the solicitation number and project name.

______________________________________________________________________Signature of Affiant Date

Typed or Printed Name of Affiant Title Name of Company

STATE OF FLORIDA

COUNTY OF ____________

I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared ________________________________________ { } who is personally known to me or { } who produced _____________________________________ as identification and acknowledged before me that s/he executed the same. Sworn and subscribed before me, by by means of { } physical presence or { } online notarization on the _____ day of _____________, 2024, the said person did take an oath and was first duly sworn by me, on oath, said person, further, deposing and saying that s/he has read the foregoing and that the statements and allegations contained herein are true and correct.

WITNESS my hand and official seal in the County and State last aforesaid this____day of ___________________, 2024.

(Notary Public in and for the County and State Aforementioned)

SEAL My commission expires:

The City reserves the unilateral right to modify the insurance requirements set forth at any time during the process of solicitation or subsequent thereto.

Failure to submit this form may be grounds for disqualification of your submittal

GENERAL TERMS AND CONDITIONS - READ CAREFULLY

Questions relating to this Request for Quotation must be directed to the City of Sanford, Purchasing Division, herein after referred to as “City”, at 407.688.5028 or ext. 5030. Additional contract terms and conditions on City’s webpage Contract Terms and Conditions | Sanford, FL (sanfordfl.gov)

RESERVED RIGHTS OF THE CITY

The City reserves the right to unilaterally cancel this Request for Quotation, at its sole discretion.

WRITTEN COMMUNICATIONS

The terms and conditions of this Request for Quotation shall not to be modified verbally. All communication shall be in writing.

APPLICABLE LICENSING

The Vendor, at its sole expense, shall obtain all required federal, state, and local licenses, occupational and otherwise, required to successfully provide the goods/services set forth herein.

QUALITY

All materials or services furnished on this order must be as specified and subject to City inspection within a reasonable time after delivery at destination. Variations in materials or services from those specified in this order must not be made without prior written authority from the Procurement Administrator. Material rejected will be returned and shall be done so at the vendor’s sole risk and expense.

QUANTITY/PRICE

The quantity of materials ordered or the prices specified must not be exceeded without written authority being first obtained from the Purchasing Division.

INDEMNITY

The Vendor hereby agrees to indemnify and save harmless the City, its officers, agents and employees from and against any and all liability, claims, demands, damages, fines, fees, expenses, penalties, suits, proceedings, actions, and cost of actions, including attorney’s fees for trial and on appeal, of any kind and nature arising or growing out of or in any way connected with the performance of this Agreement whether by act or omission of the Vendor, its agents, servants, employees, or others, or because of or due to the mere existence of this Agreement between the parties.

PATENT/COPYRIGHT HOLD HARMLESS

The Vendor shall pay all royalties and assume all costs arising from the use of any invention, design, process, materials, equipment, product or device which is the subject of patent rights or copyrights. Vendor shall, at it’s own expense, hold harmless and defend the City against any claim, suit or proceeding brought against the City which is based upon claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under this Purchase Order, constitute an infringement of any patent or copyright of the United States. The Vendor shall pay all damages and costs awarded against the City.

PACKING

If awarded a purchase order or Agreement, all invoices and package lists must clearly be marked with shipper’s name, address and Purchase Order Number.

Charges are not allowed for boxing, crating or special deliveries unless previously agreed upon in writing.

DELIVERY

All materials must be shipped F.O.B. Destination. The City will not pay freight or expense charges, except by previous agreement. In the event of the City agreeing to F.O.B. Shipping Point, the Vendor must PREPAY SHIPPING CHARGES AND ADD TO INVOICE. Delivery must be effected within the time stated on Purchase Order. The City reserves the right to cancel this order and purchase elsewhere if the Vendor fails to meet the delivery date specified on Purchase Order. Deliveries shall be made between 7:00AM and 4:30PM on regular working days unless otherwise stated. Transport deliveries must be unloaded and ready for inspection prior to 4:30PM. In case of default by the Vendor, the City may procure the articles or services covered by this order from other sources and hold the Vendor responsible for any additional cost occasioned thereby.

MATERIAL SAFETY DATA SHEET

As necessary, the Vendor agrees to furnish the City with a current Material Safety Data Sheet (MSDS) on or before delivery of each and every hazardous chemical or substance purchased which is classified as toxic under Chapter 422, Florida Statutes. Appropriate labels and MSDS’s shall be provided for all shipments. Send a copy of the MSDS’s and other pertinent data to the City Purchasing Division and include same with product delivery.

OSHA REQUIREMENT

The Vendor hereby guarantees the City that all materials, supplies, and equipment as listed on the resulting Purchase Order shall meet the requirements, specifications and standards as provided under the U.S. Department of Labor Occupational Safety and Health Act of 1970, as from time to time amended and in force at data hereof.

COMPLIANCE WITH LAWS, GUIDELINES, REGULATIONS

The Vendor, at its sole expense shall comply with all laws, ordinances, judicial decisions, orders, and regulations of federal, state, county and municipal governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of award or are adopted at any time following the award.

AWARD

The City reserves the right to reject any or all parts of this solicitation, waive technicalities and to award to most responsive, responsible bidder, as in the best interest of the City.

Failure of a Vendor that is awarded a Purchase Order to deliver according to the Purchase Order or to comply with any of the terms and conditions therein may disqualify the Vendor from receiving future orders.

PAYMENT TERMS

Payment terms are net 30 days upon delivery and acceptance. The City pays in accordance with the Prompt Payment Act – Section 218.70, Florida Statutes.

APPLICABLE LAW, VENUE AND JURY TRIAL

The laws of the State of Florida shall govern all aspects of this order. In the event it is necessary for either party to initiate legal action regarding this order, venue shall lie in Seminole County, Florida. The parties hereby waive their right to trial by jury in any action, proceeding or claim, arising out of this order, which may be brought by either of the parties hereto.

AUDITING, RECORDS AND INSPECTIONS

The Vendor shall keep books, records, and accounts of all activities, related to this order, in compliance with generally accepted accounting procedures. If required, books, records, and accounts related to the performance of this order shall be open to inspection during regular business hours by an authorized representative of the City and shall be retained by the Vendor, for a period of three (3) years after termination or completion of the services or until the full City audit is complete, whichever comes first. The City shall retain the right to audit the books during the three-year retention period. All books, records, and accounts related to the performance of this order shall be subject to the applicable provisions of the Florida Public Records Act, chapter 119, Florida Statutes. The City also has the right to conduct an audit within sixty (60) days from the effective date of this order to determine whether the Vendor has the ability to fulfill its contractual obligations to the satisfaction of the City. The City has the right to terminate this order based upon the findings in this audit without regard to any notice requirement for termination.

WARRANTY

The Vendor agrees to provide a full warranty to the City for all materials and services which it provides hereunder for one full year following the date of delivery or completion of services. In the event that the Vendor is called to perform warranty work, the Vendor will be responsible for all costs incurred in repairing the areas under warranty. If it is determined that new problem areas have appeared which were not areas repaired by the Vendor under the Scope of Services set forth herein, the City will be responsible for the costs incurred in repairing the new areas.

The manufacturer’s warranty on materials received and installed shall extend for the full warranty period.

INSURANCE

The Vendor shall have at a minimum the insurance limits listed hereunder; however the City reserves the unilateral and sole right to modify said limits when the type of product or services requested merit a modification of the insurance limits listed herein. The Vendor shall submit a copy of their Certificate of Liability Insurance with their quote submittal.

NOTE: ANY AND ALL SPECIAL CONDITIONS ATTACHED HERETO

WHICH VARY FROM THESE GENERAL CONDITIONS SHALL HAVE

PRECEDENCE.

Issued by: Finance/Purchasing Division Sanford, Florida

IRFQ 24/25-304

Due: Tuesday, December 31, 2024 at 2:00PM Local Time.

1 | P a g e

AGREEMENT BETWEEN THE CITY OF SANFORD AND NAME OF VENDOR;

SOLICITATION NUMBER; GOODS/SERVICES

THIS AGREEMENT (hereinafter the “Agreement”) is made and entered into this

XX day of XXXXX, 20XX, 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 NAME OF VENDOR, a TYPE OF ENTITY, whose principal address is XXXXX and whose mailing address is XXXXX, (hereinafter referred to as “SHORT NAME OF VENDOR”). The City and XXXXX 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.

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 XXXXX agrees to accomplish the provision of goods and

2 | P a g e services specified in the attachments for the compensation set forth in those documents relating to the provision of the goods and services relating to TYPE OF

GOODS/SERVICES and for such other related goods and services as may be agreed upon by the parties as set forth in issued work/purchase orders.

(b). It is recognized that XXXXX 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:

Marisol Ordonez Purchasing Manager City of Sanford, Purchasing Division City of Sanford 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 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. XXXXX shall review the quality and status of the goods and services relating to the provision of the goods and services relating to TYPE OF

GOODS/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

3 | P a g e by XXXXX 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 XXXXX. No goods, services or actions have been provided prior to the execution of this Agreement that would entitle

XXXXX for any compensation therefor.

Section 5. Compensation. The parties agree to compensation as set forth in the attachments hereto as implemented by means of work/purchase orders issued by the City.

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: 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/purchase 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. XXXXX shall be deemed to have undertaken its obligation to be fully informed of, and understand, all such provisions.

Section 7. XXXXX’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, XXXXX must:

4 | P a g e

(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 XXXXX 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 XXXXX does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement.

(c). Failure by XXXXX to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this

Agreement by the City. XXXXX shall promptly provide the City with a copy of any request to inspect or copy public records in possession of XXXXX and shall promptly provide the City with a copy of XXXXX’s response to each such request.

(d). IF THE CONTRACTOR/VENDOR HAS QUESTIONS

REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO THE CONTRACTOR’S (VENDOR’S) DUTY TO

5 | P a g e

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 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 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 XXXXX 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 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.

6 | P a g e

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.

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

7 | P a g e 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 XXXXX, 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; ARPA Contingency. XXXXX shall afford most favored customer/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. XXXXX 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.

This Section shall be deemed to include, but not be limited to, the provisions of the

American Rescue Plan Act to the extent that the provisions of that Federal law may apply to the provision of goods and services under the provisions of this Agreement.

8 | P a g e

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

SIGNATURE BLOCKS FOLLOW:

ATTEST: NAME OF VENDOR, a TYPE OF

ENTITY.

By: ___ By:

NAME OF OFFICER OR WITNESS NAME OF OFFICER

TITLE OF OFFICER TITLE OF OFFICER

Date:

ATTEST: CITY OF SANFORD

________________________________ By: ___________________________ Traci Houchin, MMC, FCRM Art Woodruff City Clerk Mayor Date: __________________________

Approved as to form and legal sufficiency.

William L. Colbert City Attorney

9 | P a g e

EXHIBIT “B”

INSURANCE REQUIREMENTS

(1) XXXXX 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:

(a) Workers Compensation/Employer Liability: XXXXX shall provide

Worker’s Compensation for all employees. The limits will be statutory limits for Worker’s Compensation insurance and $3,000,000 for Employer’s Liability.

(b) Comprehensive General Liability: XXXXX shall provide coverage for all operations including, but not limited to, contractual, products, complete operations, and personal injury. Commercial General Liability is to include premises/operations liability, products and completed operations coverage, and independent vendor’s liability or owner's and vendor’s protective liability. The limits will not be less than $2,000,000 Combined Single Limit (CDL) or its equivalent.

(c) Comprehensive Automobile Liability: XXXXX shall provide complete coverage for owned and non-owned vehicles for limits not less than $2,000,000 CSL or its equivalent.

(d) Professional Liability: XXXXX shall provide coverage for all professional services performed. The limits will not be less than $2,000,000 CSL or its equivalent.

(e) Sex Abuse Liability: XXXXX shall provide coverage with limits not less than $1,000,000 CDL or its equivalent.

(2) All insurance other than Workers Compensation to be maintained by XXXXX shall specifically include the City as an additional insured.

(3) For additional insurance requirements reference is made to the requirements shown in the City’s contract terms and conditions for all city procurements (www.SanfordFL.gov).

Select one of the above

Remittance Name

Address P.O. Box or Street Address

City State Zip

Tel Fax: Contact

Email

Federal I.D. No. - Social Security No_______-______-________

Name on Checks Name on Checks Required

Vendor Name

Address P.O. Box or Street Address

City State Zip

Country Tel Fax

Contact Email

Web Address

Vendor Name

Address P.O. Box or Street Address

City State Zip

Tel Fax Contact

Email address Web Address

►►NOTE: ALL ABOVE SECTIONS MUST COMPLETED AND INCLUDE A CONFIRMATION OR

REGISTRATION FROM HTTPS://DOS.MYFLORIDA.COM AND W-9 FORM, OPTION FOR ACH PAYMENT.

NOTE: COMPLETION INSTRUCTIONS: Clear copies, incomplete forms will not be accepted. Please complete these forms and return by either Mail, Fax or Email to address as instructed by the requesting individual: Attention

Updated 11/2022

NEW -CHANGE- VENDOR #VENDOR INFORMATION FORM

VENDOR AUTHORIZED SIGNATURE MUST have signature!

Vendor Signature: ___________________________ Date

Display Purchase Order Information

Display Vendor Bid Information https://dos.myflorida.com/

. Vendor: Describe what type of services you provide below; include commodity codes.

FOR CITY STAFF USE ONLY: Must be completed by City Staff only!

Please use the H.T.E or the City's intranet to get the commodities and sub-commodities write the number below that pertains to this vendor submit this with your vendor form. Incomplete forms will be forwarded to the appropriate departments. Thank you, Purchasing Division.

Commodity Sub-Commodity

Must be completed by the Department:

Requested by ______________________________________________________________________________

Dept./Division __________________________________________________ Date: ____________________

Electronic Funds Transfer (EFT) Enrollment Form If you wish to enroll in EFT you MUST fill out the below information

Bank Name:

Phone Number: ABA #

Account #________________________________________________________________________

Vendor Name:

Email address:

Email address used for payment notifications: Required

The first biweekly EFT will be a PRE-NOTE, which will be sent to the above email address with a zero balance. Please provide the City with an updated email address should you have any staff changes in the future.

\\SAN-CH-PRN\Finance_Dept\Purchasing\A-Purchasing Docs\Vendor Info_Tax Exempt_CityW9 Revised 11/30/2022 file://SAN-CH-PRN/Finance_Dept/Purchasing/A-Purchasing%20Docs/Vendor%20Info_Tax%20Exempt_CityW9