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HomeMy WebLinkAboutCity of Tamarac Resolution R-2019-0211 Temp. Reso. 13243 Page 1 of 6 March 27, 2019 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2019- THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AWARDS RFQ #19-03Q TO ANGELOU ECONOMIC ADVISORS, INC. D/B/A ANGELOUECONOMICS, KCI TECHNOLOGIES, INC. F/K/A KEITH AND SCHNARS), PMG ASSOCIATES, INC., REDEVELOPMENT MANAGEMENT ASSOCIATES, LLC, AND WILLDAN FINANCIAL SERVICES; AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS WITH EACH FIRM FOR A PERIOD OF THREE (3) YEARS TO PERFORM SERVICES ON AN AS -NEEDED BASIS IN ACCORDANCE WITH THE PARTICULAR FIRM'S PROFESSIONAL EXPERTISE AND QUALIFICATIONS TO MEET THE CITY'S ECONOMIC DEVELOPMENT AND REDEVELOPMENT NEEDS; FURTHER AUTHORIZING THE CITY MANAGER TO EXERCISE AN OPTION TO RENEW ANY OR ALL OF THESE AGREEMENTS FOR AN ADDITIONAL THREE (3) YEAR TERM; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac wishes to engage a pool of qualified firms specializing in consulting services related to economic development who will be able to perform engagements on an as -needed and project -by -project basis in order to meet the City's goals for economic development and redevelopment; and WHEREAS, the City of Tamarac's operations and programs over the next three to six years require the utilization of specialized services from consultants to meet these demands; and WHEREAS, the City of Tamarac publicly advertised Request for Qualifications No. 19-03Q for Economic Development Consulting Services Agreement for Economic Development Services, Redevelopment Services and/or related Training Services to be Temp. Reso. 13243 Page 2 of 6 March 27, 2019 utilized Citywide for a period of up to three years, and with one renewal option for up to three years, on an "as -needed" basis, a copy of which is on file with the City Clerk; and WHEREAS, Economic Development Consulting Services Agreements will be utilized to provide Economic Development, Redevelopment and related Training services for City economic development and redevelopment projects and studies on an "As Needed" basis for services to accommodate various projects which may include, but not be limited to the project list shown in Exhibit "1 ", included herein. WHEREAS, on November 16, 2018 the City of Tamarac issued RFQ 19-03Q for Economic Development Consulting Services and received submittals prior to the bid due date of December 11, 2018 from the following five (5) qualified firms: Angelou Economic Advisors Inc. dba AngelouEconomics and KCI Technologies, Inc. (formerly Keith & Schnars) PMG Associates, Inc. Redevelopment Management Associates, LLC Willdan Financial Services WHEREAS, proposals from two additional firms, Crane Associates, Inc. and Teal Talents were also received on December 11, 2018, however, the Evaluation Committee determined that the responses from these two (2) firms did not meet the minimum scoring requirement as outlined in the Request for Qualifications, and as such, these firms were not chosen for additional consideration, a copy of the final Evaluation Committee Scoring is attached hereto as Exhibit "2"; and Temp. Reso. 13243 Page 3 of 6 March 27, 2019 WHEREAS, the City Manager appointed an Evaluation Committee for the evaluation of proposals and qualifications which was comprised of the following individuals: the Assistant City Manager, the Economic Development Manager, the Director of Community Development and the Budget Manager, which was facilitated by the Purchasing and Contracts Manager; and, WHEREAS, the Evaluation Committee was charged with the responsibility to recommend the award of the appropriate consulting firms for the various disciplines enumerated within the Request for Qualifications; and, WHEREAS, the Assistant City Manager and the Purchasing and Contracts Manager recommend that the Evaluation Committee be authorized to select, approve and award contracts to the appropriate firms to receive agreements if appropriate according to the firms' professional expertise and qualifications, for the various disciplines established in RFQ 19-03Q from the pool of qualified firms who responded to RFQ 19-03Q, and were awarded an agreement; and, WHEREAS, funding for projects individually awarded under this Agreement will be funded throughout the contract term by annual operating appropriation requests in an amount not to exceed $50,000 annually in the City Manager's Office budget for Economic Development - Professional Services line item; and, WHEREAS, the Assistant City Manager and the Purchasing and Contracts Manager recommend that the City Manager be authorized to execute agreements for Temp. Reso. 13243 Page 4 of 6 March 27, 2019 Economic Development Consulting Contracts and to authorize any contract renewals on an "As Needed" basis; and, WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to award Agreements to the following firms, and authorize the appropriate City Officials to execute Agreements with each awarded firm, and that individual project selections be made according to the firms' professional expertise and qualifications, for the various disciplines established in RFQ 19-03Q: Angelou Economic Advisors Inc. dba AngelouEconomics, included herein as Exhibit «3,,. KCI Technologies, Inc. (formerly Keith & Schnars), included herein as Exhibit 'A", PMG Associates, Inc., included herein as Exhibit "5"; Redevelopment Management Associates, LLC, included herein as Exhibit "6"; and Willdan Financial Services, included herein as Exhibit "7"; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to authorize the City Manager to execute agreements for Professional Service Contracts as needed and to authorize any contract renewals on an "As Needed" basis. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: [l SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution Temp. Reso. 13243 Page 5 of 6 March 27, 2019 upon adoption hereof and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. SECTION 2: That the City Commission awards Agreements to the following firms, and the appropriate City Officials are hereby authorized to execute Agreements with each awarded firm, and that individual project selections be made according to the firms' professional expertise and qualifications, for the various disciplines established in RFQ 19- 03Q: Angelou Economic Advisors Inc. dba AngelouEconomics, included herein as Exhibit „3,,. M KCI Technologies, Inc. (formerly Keith & Schnars), included herein as Exhibit'A", PMG Associates, Inc., included herein as Exhibit "5", Redevelopment Management Associates, LLC, included herein as Exhibit "6"; and Willdan Financial Services, included herein as Exhibit 7"; and SECTION 3: The City Manager is authorized to execute agreements for Professional Service Contracts and to authorize any contract renewals on an "As Needed" basis, and shall be funded by throughout the contract term by annual operating appropriation requests in an amount not to exceed $50,000 annually in the City Manager's Office budget for Economic Development - Professional Services line item. SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Temp. Reso. 13243 Page 6 of 6 March 27, 2019 SECTION 5: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining potions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. r ✓a PASSED, ADOPTED AND APPROVED this � day of f G� � , 2019. f X, �ar M HELLE GOM Z, MAYOR ATTEST: RECORD OF COMMISSION VOTE. MAYOR GOMEZ DIST 1: COMM. BOLTON PATRICIA A. TEUFEL, CMC DIST 2: COMM. GELIN CITY CLERK DIST 3: COMM. FISHMAN'_ DIST 4: V/M PLACKO I HEREBY CERTIFY that I Have approved this RESOLUTION as to form. "A4 sAmUELS.00REN CITY ATTORNEY 1 Temp. Reso. 13243 Page 1 of 5 March 27, 2019 EXHIBIT 1 ECONOMIC DEVELOPMENT CONSULTING SERVICES PROJECT LIST (may include, but not be limited to) Economic Development Services • Create a developer incentive program for economic development and redevelopment opportunities • Refine existing economic development strategies • Assist in retail business attraction and retention • Evaluate city processes and policies related to economic development • Make recommendations for the implementation of the City's Economic Development Action Plan Redevelopment Services • Identify, evaluate and make recommendations for existing and new redevelopment opportunities • Evaluate and assess existing conditions and make recommendations in identified redevelopment areas that are attainable and implementable without significant public capital investment Trainino Services • Training public, staff and officials on economic development, redevelopment and smart growth February 20, 2019 Exhibit 2 RFP 19-03Q Economic Development Consulting Services Committee Evaluation Totals -- FINAL Proposer's Name: P No Conflict of Interest Angelou Economics Crane Associates Keith BSchnars PMC' Associates RMA Teal Talents Willdan Financial X x X X X X IX Compliance with RFP -- Adhered to the Instructions x x X X X x X Quality of Response (Max 25 Points) Community Dev Director 20 1 15 1 20 21 1 24 10 20 Financial Services Budget Manager 22.5 1 15 1 22.5 it 22.5 1 22.5 1 15 1 22.5 Economic Development Manager 20 1 5 1 20 20 25 5 25 Services to Be Provided (Max 30 points) Community Dev Director 1 25 1 15 1 25 26 26 10 25 Financial Services Budget Man a er 25 20 25 25 25 20 27.5 Economic Development Manager 1 20 1 20 1 20 25 25 5 1 30 Qualifications of the Proposer/Expertise (Max 40 points) Community Dev Director 30 25 29 1 32 5 8 2 Financial Services Budget Manager 5 25 35 50 Economic Development Manager 1 30 1 30 30 1 40 40 5 40 Minority Participation (Max 5 Points) Community Dev Director 1 2.5 0 2.5 2.5 2.5 5 0 Financial Services Budget Manager 2.5 0 2.5 2.5 2.5 5 0 Economic Development Manager 2.5 0 2.5 1 2.5 2.5 5 0 TOTAL POINTS Community Dev Director 77.5 55 76.5 81.5 87.5 35 73 Financial Services Budget Mana er 85 60 85 85 85 65 85 Economic Development Manager 72.5 55 72.5 87.5 92.5 20 95 TOTAL POINTS 235 170 234 254 1 265 120 253 TOTAL RANKING Community Dev Director 3 6 4 2 1 7 5 Financial Services Budget Mana er 1 7 1 1 1 6 1 Economic Development Manager 4 6 4 3 2 1 7 1 Final Rank 4 6 5 1 2 1 1 1 7 13 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave / ✓ " '`� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org AGREEMENT BETWEEN THE CITY OF TAMARAC AND ANGELOU ECONOMIC ADVISORS INC. D/B/A ANGELOU ECONOMICS THIS AGREEMENT is made and entered into this day of d'�-� , 2019 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Angelou Economic Advisors Inc., d/b/a Angelou Economics., a Texas Corporation duly registered as a Florida Foreign Corporation with principal offices located at 8121 Bee Cave Road, Suite 200, Austin, TX 78746-4939 (the "Consultant") for the purpose of providing Economic Development Consulting Services for the City of Tamarac. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1. THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, RFQ Document No 19-03Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Consultant's proposal included herein dated December 11, 2018, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between 19-03Q as issued by the City, and the Consultant's Proposal, RFQ Document No 19-03Q as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Documents, this Agreement shall prevail. 2. THE WORK The Consultant is pre -qualified as a member of a pool of qualified and experienced consultants specializing in various areas of economic development consulting services to perform various task engagements at the direction of the City in the areas of: • Economic Development Services, • Redevelopment Services, or • Training Services (related to economic development, redevelopment and smart growth) as specifically proposed in the Consultant's proposal response. 2.1 The City will select Consultants and issue individual Task Authorizations under this Agreement based one of the following processes, whichever process is in the best interest of the City: Agreement -- Economic Dev. Consult Services. 1 CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 TAMARAC PURCHASING AND CONTRACTS DIVISION ' %./ "Committed to Excellence. -Always" The City For Your Life https://tamarac.bidsandtonders.org 2.1.1 When the City has a need for a specific actual project, the City will provide a detailed project scope to all of the qualified firms in the relevant category that have executed Term Agreements with the City in order to obtain Proposals from those firms. The City will then enter into negotiations with the most qualified firm whose Proposal is in the best interest of the City. If the City is unable to negotiate a satisfactory task authorization (or specific project agreement if required), negotiations with that Proposer shall be formally terminated and negotiations will begin with the second most qualified Proposer. If these negotiations also prove unsatisfactory, negotiations shall again be terminated and the City will negotiate, in turn, with the third most qualified and so on. When the list of qualified firms in a category is exhausted, the City may select additional firms outside of the library, following any solicitation procedures required by the Tamarac Procurement Code, with which to attempt to negotiate a task order or specific project agreement. 2.1.2 The award of an actual project shall be deemed non-exclusive; thus, the City, in its sole discretion, reserves the right to solicit for a Consultant to provide the services contemplated herein other than from the library being hereby created. 2.1.3 When it is the determination of City staff, that one firm is uniquely qualified over other firms to perform a specific task, the City reserves the right to negotiate a Task Authorization with that vendor after preparing a written justification detailing the reasons for such selection. Additionally, the City reserves the right to establish a rotation systems for assignment of task orders. 2.14 All Task Authorizations or Agreements above the City's competitive bid threshold must be approved by the Tamarac City Commission. 2.15 No work shall be commenced on any Task Authorization without express written permission of the City as evidenced by issuance of a Task Authorization, a fully executed agreement or a Notice to Proceed issued by the project manager. 2.2 The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.2.1 Consultant shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents. Agreement -- Economic Dev. Consult_ Services CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave ,—✓� "Committed to Excellence. -Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orq 2.2.2 Consultant shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Consultant shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Consultant shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Consultant's expense. 2.2.3 Consultant shall comply with any and all Federal, State and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3. INSURANCE 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Builder's Risk and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all sub -Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NIN 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For your Life httos://tamarac.bidsandtenders.2rg 3.2. Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. Insurance limits are outlined below: Insurance Requirements Line of Business/ Coverage Occurrence Aggregate Limits Commercial General Liability Including: $1,000,000 $1,000,000 Premises/Operations Contractual Liability Personal tryury Explosion, Collapse, underground Hazard Products/Completed Operation Broad Form Property Damage Cross Liability and Severability of Interest Clause Automobile Liability $1,000,000.00 $110001000.00 Workers' Compensation & Employees Liability Statutory 3.3 In addition, Consultant shall maintain Professional Liability Insurance (E & O) in the amount of $1,000,000 aggregate. 4. CONTRACT TERM The contract period shall be for three (3) years based upon successful performance by the Consultant. The initial contract term shall commence upon date of award by the City or at a date mutually agreeable with the successful Consultant, whichever is later and shall expire three (3) years from that date. Upon completion of the first three (3) year period, the City reserves the right to renew the Contract for one (1) additional three (3) year period providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Consultant shall continue the service upon the request of the Purchasing & Contracts Manager. The extension period shall be on a month -to - month basis, for no more than ninety (90) days beyond the expiration date of the existing contract. The Consultant shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. The ongoing performance evaluation process will continue during any renewal periods for the life of the Agreement. Agreement -- Economic Dev. Consult. Services CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 91 5. CONTRACT PRICING TAMARAC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence. -Always" The City For Your Life httos://tamarac.bidsandtenders.ora The Contract Pricing for the above work shall be in accordance with the unit/hourly pricing contained within Attachment A. The contract shall be for the actual amount as ordered by the City. Unit/Hourly pricing shall remain firm and fixed for the first one (1) year of the contract term. Consultant shall be permitted to adjust unit/hourly pricing on the anniversary date of the Agreement. 6. PAYMENTS Payment will be made monthly for work that has been completed, inspected/reviewed, and properly invoiced. Invoices must bear the project name, Task Authorization number and purchase order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7. REMEDIES 7.1 Damages: The City reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Consultant to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Consultant's failure to perform in accordance with the requirements of this Agreement. 7.2 Correction of Work: If, in the judgment of the City, work provided by the Consultant does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, the City reserves the right to require that the Consultant correct all deficiencies in the work to bring the work into conformance without additional cost to the City, and / or replace any personnel who fail to perform in accordance with the requirements of this Agreement. The City shall be the sole judge of non-conformance and the quality of workmanship. WARRANTY Consultant warrants the services provided under this Agreement are in accordance with the requirements and Scope of Work as set forth in Consultant's proposal(s) for each individual projects awarded under this Agreement. In the event that services do not meet such requirements, Consultant shall perform such steps as required to remedy the defects within a reasonable time after work has been performed. Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave %✓^' �� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httas:l/tamarac.bidsandtenders.ora 9. INDEMNIFICATION 9.1 The Consultant shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Consultant or its officers, employees, agents, sub -Consultants, or independent Consultants, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. 9.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. i. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 9.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 9.4 Nothing contained herein is intended nor shall be construed to waive Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave .�''":./'�� "\.-0, "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https:/Itamarac-bidsandtonders.ora City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 10. NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Consultant and its sub -Consultants shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Consultant will take affirmative action to ensure that employees and those of its sub -Consultants are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following- employment, promotion-, demotion or transfer-, recruitment or recruitment advertising, layoff or termination-, rates of pay or other forms of compensation-, and selection for training, including apprenticeship. The Consultant and its sub -Consultants shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Consultant further agrees that he/she will ensure that all sub - Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 11. INDEPENDENT CONSULTANT This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent Consultant under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including Agreement -- Economic Dev. Consult. Services. 7 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org but not limited to unpaid minimum wages and/or overtime premiums 12. ASSIGNMENT AND SUBCONTRACTING Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 13. NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: CITY: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to the City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 IIce]E6011I01 MAVaI Angelou Economic Advisors Inc., d/b/a Angelou Economics 8121 Bee Cave Road, Suite 200 Austin, TX 78746-4939 Attn: Angelos Angelou, Principal Executive Officer Telephone: (512) 225-9319 ean_ elou angeloueconomics.com 14. TERMINATION 14.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence...A/ways" Tamarac, FL 33321 The City For Your Life httas://tamarac.bidsandtenders.ora 14.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 15. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 15.1 By execution of this Agreement, Consultant certifies that Consultant is not participating in a boycott of Israel. Consultant further certifies that Consultant is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Consultant been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Consultant of the City's determination concerning the false certification. Consultant shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Consultant does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 16. PUBLIC RECORDS 16.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: 16.1.1 Keep and maintain public records required by the City in order to perform the service; 16.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 TAMARAC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence —Always" The City For Your Life https://tamarac.bidsandtenders.ora a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 16.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City. 16.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Consultant, or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 16.2 During the term of the contract, the Consultant shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 17. AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 18. VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "L-, "Committed to Excellence. -Always" Tamarac, FL 33321 The City For Your Life httos://tamarac.bidsandtenders.ora 19. SIGNATORY AUTHORITY The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 20. SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to extent of such prohibition or unenforceability without invalidating remaining provisions hereof or affecting validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 21. UNCONTROLLABLE CIRCUMSTANCES 21.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. Agreement -- Economic Dev. Consult. Services, I I CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtonders.orn 23. NO CONSTRUCTION AGAINST DRAFTING PARTY Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 24. CONTINGENT FEES Consultant warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 25. PUBLIC RECORDS CUSTODIAN IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK(&-TAMARAC.ORG Agreement -- Economic Dev. Consult. Services. 12 CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 TAMARAC PURCHASING AND CONTRACTS DIVISION -/ "Committed to Excellence...Always" The City For Your Life httus://tamarac.bidsandtenders.org IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its Principal Executive Officer duly authorized to execute same. :O= to SAP ATTEST: ''/,4AD CO? 3,\ tl�li�tt� "1 Patricia A. Teufel, CMC City Clerk CITY OF TAMARAC .r Mich le J. Gomez, M r Date - Michael C. Cernech, City Manager 1 Date Approved as to form and legal sufficiency: Date? f I j, /A� City Attorney J f I Date C ATTEST: ANGELOU ECONOMIC ADVISFRS INC. D/B/A ANGELOU ECONOMICS Comp ny Na Signature of Corpor6fe Secretary Sig tur of Princi I utive Officer Type/Print Name o or orate Secy. Angelos Angelou Type/Print Name of Principal Executive Officer (CORPORATE SEAL) Date Agreemen;. Economic C•ev_ Consult Seivices. CORPORATE ACKNOWLEDGEMENT STATE OF COUNTY OF ��/J S :SS I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Angelos Angelou, Principal Executive Officer of Angelou Economic Advisers Inc., d/b/a Angelou Economics, a Texas Corporation, duly registered as a Florida Foreign Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she ex uted the same. WITNESS my hand and official seal this . day of �2CQ, rr „?019. JI ^Tim itq,V'!fVr12MFW1L&ry6ER POTYKA Notary Public, State of Texas Av' + comm. Expires 11-07-2022 S P Name of Notary Public Personally known to me or Produced Identification Type Hof I.D. Produced DID take an oath, or ❑ DID NOT take an oath. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave' ti/ "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarae.bidsandtenders.org ATTACHMENT A — HOURLY RATES Principal Senior Project Manager Project Manager Admin Travel (Not to include Air Travel to South Florida) Agreement -- Economic Dev. Consult. Services. 15 $285.00 / hour $200.00 / hour $180.00 / hour $ 65.00 / hour $100.00 / hour A<7"R"0 v CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) F3/4/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER UVNIAUiAm Mobley NAME: Y Y AIC No Ext : 512-354-7179 (A/C, No): 512-372-8818 Heaton Bennett Insurance ADDRESS: amy@insureaustin.com A Member of Agent First Alliance, LLC INSURER(S) AFFORDING COVERAGE NAIC a 3933 Steck Ave. B l 19 Austin TX 78759 INSURER A: ALLIED PROP & CAS INS CO 42579 INSURED INSURER B : DEPOSITORS INS CO 42587 Angclou Economic Advisors Inc INSURER C : HISCOX INS CO INC 10200 8121 Bee Cave Rd. INSURER D : INSURER E : INSURER F : Austin TX 78746 COVERAGES CERTIFICATE NUMBER! REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FRI OCCUR Y ACPBPOC7255904291 11/14/2018 11/14/2019 EACH OCCURRENCE $ 1,000,000 PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: x POLICY ❑ jEC7 ❑ LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AIx AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY x AUTOS ONLY ACPBPOC7255904291 11/14/2018 11/14/2019 (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ (Per accident) $ B X UMBRELLA LIAB EXCESS LIAB OCCUR ACPCAD7255904291 11/14/2018 11/14/2019 EACH OCCURRENCE $ 5,000,000 HCLAIMS-MADE AGGREGATE $ 5,000,000 DED I I RETENTION $ $ ORKERS COMPENSATION ND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C Professional Liability MPL222744418 04/26/2018 04/26/2019 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate holder is listed as additional insured with regard to general liability It: MULUtK City of Tamarac 7525 NW 88th Avenue Tamarac, FL 3321 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE N--.c-j Healnw ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Ate- �m DATE (MM100frM) 1�,,,,....-- CERTIFICATE OF LIABILITY INSURANCE 02J28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED 13Y THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the olic ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER C N AC Alex Umstead _ $tateh-,I'S.-, Ted H Heaton III PHONE _ FAX 512.343.9342 WG NE 512.615 5131 �.�aic wo1_ .-. " State Farm Insurance Company E-MAIL alex@tedheaton.com _. �iY1t"`` -i "' 3933 Steck Ave, Ste B-111 N NAIc s INSURER(S) AFFORDING COVERAGE ._ ..� _ -_.. _. Austin, TX 78759 INSURER A: Texas Mutual Insurance Company 22945 ._...._...._.__--- INSURED INSURER B — Anyelou Economic Advisors INSURER,C _ --- -- --- 8121 Bee Cave Road, Suite 200 �NW Austin, TX 78746 DcvlclntJ MIIMRER_ _ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. � INSR AODL SUER' -- -- -------- -POLICY EFF POLICY-EXP ---- LIMITS TYPE OF INSURANCE L TR : POLICY NUMBER MM(DDIYYYY MMIDDIYYYY I S COMMERCIAL GENERAL LIABILITY :..... EACH OCCURRENCE DAMA�aEyib RENTED CLAIMS -MADE OCCUR I MED. EXP (Any one person) PERSONAL & ADV INJURY -(_S______...._..._....._ GEN L AGGREGATE LIMIT APPLIES PER ! GENERAL AGGREGATE ( $ POLICY PRO- LOC JECT PRODUCTS - COMPIOP AGG S OTHER COMBINED SINGLE LIMIT ( S AUTOMOBILE LIABILITY i ;Ea accident) ANY AUTO , BODILY INJURY (Per person) S ' OWNED SCHEDULED i ; i BODILY INJURY (Per accident) S ,. AUTOS ONL y AUTOS ' HI.REO i NON -OWNED PROPERTY pAMAGE S ' AUTOS ONLY i AUTOS ONLY I S UMBRELLA LIAB OCCUR l EACH OCCURRENCE $ ,j EXCESS LIAB CLAIMS -MADE AGGREGATE S _ ------- - '. DED RETENTIONS `. i I _ S OTHER - I WORKERS COMPENSATION ( STATUTE — AND EMPLOYERS' LIABILITY Y I N i PROPRIE70R,PARTNER+EXECUTIVE E L. EACH ACCIDENT $ 1,000 000 03/0512 15 D3/D5i2D2D ----- ----'- ZANY A OFFICER/MEMBER ExCLUDEDY � NIA) 0001249209 ii -- ( E1, EA EMPLOYEE, S 1,000 000 ' (Mandatory in NH) __DISEASE - - -- ------ _- If yes descnbunder E.L.e DISEASE -POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more apace is required) CERTIFICATE HOLDER """"''"" """ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Tamarac 7525 NW 88th Avenue AUTHORIZED REPRES NTATIVE Tamarac, FL 33321 c 1988-2015 ACORD CO RPORAT10t. AUA9hK reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD loalaBs lazeaslz a3-16-2016 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence. -Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org AGREEMENT BETWEEN THE CITY OF TAMARAC AND KCI TECHNOLOGIES, INC. THIS AGREEMENT is made and entered into this / day of �' l�?�`�'t'� , 2019 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and KCI Technologies, Inc., a Delaware Corporation duly registered as a Florida Foreign Corporation with principal offices located at 936 Ridgebrook Road, Sparks, MD 21152 (the "Consultant") for the purpose of providing Economic Development Consulting Services for the City of Tamarac. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1. THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, RFQ Document No 19-03Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Consultant's proposal included herein dated December 11, 2018, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between 19-03Q as issued by the City, and the Consultant's Proposal, RFQ Document No 19-03Q as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Documents, this Agreement shall prevail. 2. THE WORK The Consultant is pre -qualified as a member of a pool of qualified and experienced consultants specializing in various areas of economic development consulting services to perform various task engagements at the direction of the City in the areas of: Economic Development Services, Redevelopment Services, or Training Services (related to economic development, redevelopment and smart growth) as specifically proposed in the Consultant's proposal response. 2.1 The City will select Consultants and issue individual Task Authorizations under this Agreement based one of the following processes, whichever process is in the best interest of the City: 2.1.1 When the City has a need for a specific actual project, the City will provide a detailed project scope to all of the qualified firms in Agreement -- Economic Dev. Consult. Services 1 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave """'ti.�' "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httas://tamarac.bidsandtenders.ora the relevant category that have executed Term Agreements with the City in order to obtain Proposals from those firms. The City will then enter into negotiations with the most qualified firm whose Proposal is in the best interest of the City. If the City is unable to negotiate a satisfactory task authorization (or specific project agreement if required), negotiations with that Proposer shall be formally terminated and negotiations will begin with the second most qualified Proposer. If these negotiations also prove unsatisfactory, negotiations shall again be terminated and the City will negotiate, in turn, with the third most qualified and so on. When the list of qualified firms in a category is exhausted, the City may select additional firms outside of the library, following any solicitation procedures required by the Tamarac Procurement Code, with which to attempt to negotiate a task order or specific project agreement. 2.1.2 The award of an actual project shall be deemed non-exclusive; thus, the City, in its sole discretion, reserves the right to solicit for a Consultant to provide the services contemplated herein other than from the library being hereby created. 2.1.3 When it is the determination of City staff, that one firm is uniquely qualified over other firms to perform a specific task, the City reserves the right to negotiate a Task Authorization with that vendor after preparing a written justification detailing the reasons for such selection. Additionally, the City reserves the right to establish a rotation systems for assignment of task orders. 2.14 All Task Authorizations or Agreements above the City's competitive bid threshold must be approved by the Tamarac City Commission. 2.15 No work shall be commenced on any Task Authorization without express written permission of the City as evidenced by issuance of a Task Authorization, a fully executed agreement or a Notice to Proceed issued by the project manager. 2.2 The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.2.1 Consultant shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents. 2.2.2 Consultant shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and Agreement -- Economic Dev. Consult Services CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave ,/�1' L� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httos://tamarac.bidsandtenders.ora professional manner. Consultant shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Consultant shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Consultant's expense. 2.2.3 Consultant shall comply with any and all Federal, State and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3. INSURANCE 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Builder's Risk and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all sub -Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and Insurance R uirements Line of Business/ Coverage Occurrence Aggregate Umits Commercial General Liability Including: Premises/Operations Contractual Liabirdy Personal kyury Explosion, Collapse, Underground Hazard Products/Completed Operation Broad Form Property Damage Cross Liability and Severability of Interest Clause Automobile Liability $1,000,OD0.00 $1,000,000.00 Workers' Compensation & Employers Liability Statutory/ Agreement -- Economic Dev Consult. Services CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave �'"1.�""°"�.•r "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httos:l/tamarac.bidsandtenders.org maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. Insurance limits are outlined below: 3.3 In addition, Consultant shall maintain Professional Liability Insurance (E & O) in the amount of $1,000,000 aggregate. 4. CONTRACT TERM The contract period shall be for three (3) years based upon successful performance by the Consultant. The initial contract term shall commence upon date of award by the City or at a date mutually agreeable with the successful Consultant, whichever is later and shall expire three (3) years from that date. Upon completion of the first three (3) year period, the City reserves the right to renew the Contract for one (1) additional three (3) year period providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Consultant shall continue the service upon the request of the Purchasing & Contracts Manager. The extension period shall be on a month -to - month basis, for no more than ninety (90) days beyond the expiration date of the existing contract. The Consultant shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. The ongoing performance evaluation process will continue during any renewal periods for the life of the Agreement. 5. CONTRACT PRICING The Contract Pricing for the above work shall be in accordance with the unit/hourly pricing contained within Attachment A. The contract shall be for the actual amount as ordered by the City. Unit/Hourly pricing shall remain firm and fixed for the first one (1) year of the contract term. Consultant shall be permitted to adjust unit/hourly pricing on the anniversary date of the Agreement. 6. PAYMENTS Payment will be made monthly for work that has been completed, inspected/reviewed, and properly invoiced. Invoices must bear the project name, Task Authorization number and purchase order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. Agreement — Economic Cie✓ Consult Services CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httas:l/tamarac.bidsandtenders.org 7. REMEDIES 7.1 Damages: The City reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Consultant to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Consultant's failure to perform in accordance with the requirements of this Agreement. 7.2 Correction of Work: If, in the judgment of the City, work provided by the Consultant does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, the City reserves the right to require that the Consultant correct all deficiencies in the work to bring the work into conformance without additional cost to the City, and / or replace any personnel who fail to perform in accordance with the requirements of this Agreement. The City shall be the sole judge of non-conformance and the quality of workmanship. 8. WARRANTY Consultant warrants the services provided under this Agreement are in accordance with the requirements and Scope of Work as set forth in Consultant's proposal(s) for each individual projects awarded under this Agreement. In the event that services do not meet such requirements, Consultant shall perform such steps as required to remedy the defects within a reasonable time after work has been performed. 9. INDEMNIFICATION 9.1 The Consultant shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Consultant or its officers, employees, agents, sub -Consultants, or independent Consultants, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Agreement -- Econornic Dev. Consult Services. CITY OF TAMARAC TAMARA�+ PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave ��1" `� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httgs://tamarac.bidsandtenders.orq 9.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. i. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attomey's fees (including appellate attorney's fees) and costs. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 9.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 9.4 Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 10. NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Consultant and its sub -Consultants shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Consultant will take affirmative action to ensure that employees and those of its sub -Consultants are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Agreement -- Economic Dev. Consult. Services. 6 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your life httos:l/tamarac.bidsandtenders.ora The Consultant and its sub -Consultants shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Consultant further agrees that he/she will ensure that all sub - Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 11. INDEPENDENT CONSULTANT This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent Consultant under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 12. ASSIGNMENT AND SUBCONTRACTING Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 13. NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: Agreement Economic Dev Consult. Services CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave 11��� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.ora CITY: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to the City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT: KCI Technologies, Inc. 6500 North Andrews Avenue Fort Lauderdale, FL 33309 Attn: Bruce K. Reed, RLA, Regional Practice Leader Telephone: (954) 776-1616 Facsimile: (954) 771-7690 Bruce. reed (ED kci. com 14. TERMINATION 14.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 14.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 15. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 15.1 By execution of this Agreement, Consultant certifies that Consultant is not participating in a boycott of Israel. Consultant further certifies that Consultant is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Agreement -- Economic Lev. Consult. Services. CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 TA.MrA+'R_AC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" The City For Your Life httos://tamarac.bidsandtenders.org Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Consultant been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Consultant of the City's determination concerning the false certification. Consultant shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Consultant does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 16. PUBLIC RECORDS 16.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: 16.1.1 Keep and maintain public records required by the City in order to perform the service; 16.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 16.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City. 16.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Consultant, or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the contract, the Consultant shall destroy any Agreement -- Economic De✓. Consult Services. 9 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httns:/Itamarac.bidsandtenders.ora duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 16.2 During the term of the contract, the Consultant shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 17. AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 18. VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 19. SIGNATORY AUTHORITY The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 20. SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to extent of such prohibition or unenforceability without invalidating remaining provisions hereof or affecting validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Agreement -- Economic De✓, Consult Services 10 CITY OF TAMARAC TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 The City For Your Life 21. UNCONTROLLABLE CIRCUMSTANCES PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" httas://tamarac.bidsandtenders.orci 21.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 23. NO CONSTRUCTION AGAINST DRAFTING PARTY Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 24. CONTINGENT FEES Consultant warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant to solicit or secure this Agreement -- Economic Dev. Consult. Services. I I CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave v —°`� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httos://tamarac.bidsandtenders.org Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 25. PUBLIC RECORDS CUSTODIAN IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK(aD-TAMARAC.ORG Agreement -- Economic Dev. Consult Services. 12 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave .��;' "`� "Committed to ExcellenCC— Always" Tamarac, FL 33321 The City For Your Life https:/Itamarac.bidsandtenders.org IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its Regional Practice Leader duly authorized to execute same. ATTEST: Patricia A. Teufel, CIVIC City Clerk Date ATTEST: CITY OF TAMARAC Michelle J. Gomez, M r D i" Michael C. Cernech, City Manager Date Approved as to form and legal sufficiency: City Attbrney Date KCI TECHNOLOGIES. INC. Company Name Tl�t �_Ryy� _ Signat re of Corporate Secretary Signature of Regional Practice Leader ` IVN E E Sm►-ql Type/Print Name of CorpgLWa§ecy (CORPORATE S `9 AL Agreement -- Economic Dev. Consu.11 Bruce K. Read, RLA Type/Print Name of Regional Practice Leader 0312:4�Itat Date CORPORATE ACKNOWLEDGEMENT STATE O F� CJ Ir i lJ1 SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Bruce K. Reed, RLA, Regional Practice Leader for KCI Technologies Inc., a Delaware Corporation, duly registered as a Florida Foreign Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of Jjftai 1 ` - 2019. a0 Notary Public State of Florida Suzanne Eitler N MY Commission GG 162991 7orRtl' Expires 11/26/2021 Sign re f Notaryblic State f Florida at Large ,S W-(ky111 & Print, Type or Stamp Name of Notary Public V1 Personally known to me or ❑ Produced Identification Type of I.D. Produced .9 DID take an oath, or ❑ DID NOT take an oath. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave /'L�'�1""�� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httas://tamarac.bidsandtenders.ora ATTACHMENT A — HOURLY RATES MENMNNWA� KCI TECHNOLOGIES K C I ENGINEERS I PLANNERS I SCIENTISTS I CONSTRUCTION MANAGERS Hourly Rate Schedule (Effective January 1, 2018) Code Job Classification Billing Rate 72 Administrative Assistant $70.00 73 Associate 1 $100.00 74 Associate 2 $120.00 75 Senior Associate $140,00 76 Project Manager $160.00 77 Senior Project Manager $180.00 78 Director $200.00 79 Principal $225.00 Agrccmcnt -- Economic Dcv. Consult. Scrvicos. i5 KCITECH-01 MMAR' ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 3/4/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Maureen Martin, AAI L ons Insurance Agency, Inc. aco No, Ext): (302 472-2914 FAx yy y ME: 501 Carr Road, Suite 301 1 ) (A/C, No):_ Wilmington, DE 19809 E-MAIL ss: mmartin@lyonsinsurance.com INSURED KCI Technologies, Inc. 6500 North Andrews Avenue Fort Lauderdale, FL 33309 INSURER fS1_AFFORDING _COVERAGE NAIC # -INSURER A: National Union Fire Insurance Company of Pittsburgh, PA 19445 INSURER B Great American Insurance Co. _ _ _116691 INSURER C:New Hampshire Insurance Company _ 23841 !, INS_URER D._ INSURER E : 1 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS_ SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR -ADDLSUBR T TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP LIMITS MMIDD A X GENERALLIABILITY ,EACH OCCURRENCE $. 1,000,000 X OCCUR 5222413 4/112018 4/1/2019 'DMA AGE TO RENTED _ _ X X PREMISES (Ea occurrence) $ 500,000 MED E_XP (Anne person] _ $ 25,000 PERSONAL & ADV INJURY 1,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ _ _ 2,000,000 POLICY X JECp T LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: I $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT _tea accident- $ 1,000,000 _ X ANY AUTO X X 4489582 4/1/2018 4/1/2019 BODILY INJURY-CPerperson) $ _ .OWNED SCHEDULED AUTOS ONLY ~RR $� OaccidentILY �r accident. ppSS P OPERTY AMAGE HIRED NONOSWNED AUTOS ONLY AUTO ONLY ! tP $ i�!Collision - X Comp Ded. $250 Ded $500 B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMSMADEI X X 'T000202925-07 4/1/2018 4/1/2019 25,000,000 10,000� ,-AGGREGATE _ }$ I X DED RETENTION$ $ C WORKERS COMPENSATION PER OTH-- X STATUTE - ': ER AND EMPLOYERS' LIABILITY . M ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X 'WC012016190 4/1/2018 4/1/2019 E L. EACH ACCIDENT $ EACHACCIDENT 10001)00 FFICER/MEM ER EXCLUDED? N N I A (13ieandatory In NH) 110001000 E.L. LOYEE DISEAS$ It es, desc be under — T 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS O S I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Auto Policy Includes CA 99 48 (Pollution Liability - Broadened Coverage for covered autos - Business auto and motor carrier coverage forms) Workers Compensation Policy includes Employer's Liability Stop Gap Coverage Project: Economic Development Consulting Services - RF019-03Q City of Tamarac is an Additional Insured under (General, Automobile & Umbrella Liability), on a Primary/Non-Contributory basis where required by written contract. Wavier of Subrogation is granted to Additional Insureds under (General, Automobile & Umbrella Liability and Workers Compensation) where SEE ATTACHED ACORD 101 City of Tamarac 7525 NW 88th Avenue Tamarac, FL 33321 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Client#: 42475 KCITEC ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 3104/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT CBIZ Insurance Services, Inc. PHONE FAX 9755 Patuxent Woods Drive A/C No Ext : A/C No): E-MAIL ADDRESS: aecert@cbiz.com Suite 200 Columbia, MD 21046 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: XL Specialty Insurance Co. 37885 INSURED KCI Technologies, Inc. INSURER B : 936 Ridgebrook Road INSURER C Sparks, MD 21152 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSLTRR TYPE OF INSURANCE AD— INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE1:1 OCCUR EACH OCCURRENCE $ ROMA�ET RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: PRO - GENERAL AGGREGATE $ POLICY JECT D LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $T $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITYSA ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N OFFICER/MEMBER EXCLUDED? ❑ N I A LITE IER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below I A Professional DPR9935594 2/15/2018 12/15/201 $10,000,000 each claim Liability $15,000,000 aggregate $500 000 deductible DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Economic Development Consulting Services RFQ19-03Q City of Tamarac 7525 NW 88th Avenue Fort Lauderdale, FL 33321 GANGELLA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 Of 1 #S2052310/M1980450 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ELL EI 1 ACORV` AGENCY Lyons Insurance Agency, Inc. POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 DDITIONAL REMARKS AGENCY CUSTOMER ID: KCITECH-01 LOC #: 1 ADDITIONAL REMARKS SCHEDULE NAMED INSURED (Cl Technologies, Inc. )500 North Andrews Avenue °ort Lauderdale, FL 33309 NAIC CODE 'EE P 1 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance MARTIN Page 1 of 1 Description of Operations/Locations/Vehicles: required by written contract & allowable by state law. If coverage is cancelled by the company, notice of cancellation will be provided least 30 days in advance, subject to state specific statutes. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD W-9 Request for Taxpayer Form (Rev. October2018) Identification Number and Certification Give Form to the requester. Do not Department of the Treasury Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. send to the IRS. 1 Name (as shown on your income tax retum). Name is required on this line; do not leave this line blank. KCI Technologies, Inc. 2 Business name/disregarded entity name, if different from above m3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see a o proprietor or ❑ C Corporation ❑✓ S Corporation ❑ Individual/sole p ❑Partnership ❑ Trust/estate instructions on page 3): n o single member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► o Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting c LLC If the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is a another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that code (If any) is disregarded from the owner should check the appropriate box for the tax classification of Its owner. yOther fi see instructions ► ❑ ( ) (App&a to •ccourxa meauevieAounidc the U.S) 5 Address (number, street, rn and apt. or suite no.) See instructions. Requester's name and address (optional) 936 Rid ebrook Road B City, state, and ZIP code Sparks, MD 21152 7 List account number(s) here (optional) EXAM Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number . However, fora _ m - resident alien, sole proprietor, or disregarded entity, see the instructions for Part I,, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a FM TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. F---1 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual refirement arrangement (IRA), and generally, payments other than interest and dividends,.yon,are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. 'y" Signature of I ,// Here U.S. person I-► ' Date / t General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to wwvvJrs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave ,,+r'":.��'"'"�.� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orq AGREEMENT BETWEEN THE CITY OF TAMARAC AND PMG ASSOCIATES, INC. THIS AGREEMENT is made and entered into this ' ! dayof , 2019 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and PMG Associates, Inc., a Florida corporation with principal offices located at 3880 NW 2 Court, Deerfield Beach, FL 33442 (the "Consultant") for the purpose of providing Economic Development Consulting Services for the City of Tamarac. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1. THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, RFQ Document No 19-03Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Consultant's proposal included herein dated December 11, 2018, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between 19-03Q as issued by the City, and the Consultant's Proposal, RFQ Document No 19-03Q as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Documents, this Agreement shall prevail. 2. THE WORK The Consultant is pre -qualified as a member of a pool of qualified and experienced consultants specializing in various areas of economic development consulting services to perform various task engagements at the direction of the City in the areas of: • Economic Development Services, • Redevelopment Services, or • Training Services (related to economic development, redevelopment and smart growth) as specifically proposed in the Consultant's proposal response. 2.1 The City will select Consultants and issue individual Task Authorizations under this Agreement based one of the following processes, whichever process is in the best interest of the City: 2.1.1 When the City has a need for a specific actual project, the City will provide a detailed project scope to all of the qualified firms in Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orq the relevant category that have executed Term Agreements with the City in order to obtain Proposals from those firms. The City will then enter into negotiations with the most qualified firm whose Proposal is in the best interest of the City. If the City is unable to negotiate a satisfactory task authorization (or specific project agreement if required), negotiations with that Proposer shall be formally terminated and negotiations will begin with the second most qualified Proposer. If these negotiations also prove unsatisfactory, negotiations shall again be terminated and the City will negotiate, in turn, with the third most qualified and so on. When the list of qualified firms in a category is exhausted, the City may select additional firms outside of the library, following any solicitation procedures required by the Tamarac Procurement Code, with which to attempt to negotiate a task order or specific project agreement. 2.1.2 The award of an actual project shall be deemed non-exclusive; thus, the City, in its sole discretion, reserves the right to solicit for a Consultant to provide the services contemplated herein other than from the library being hereby created. 2.1.3 When it is the determination of City staff, that one firm is uniquely qualified over other firms to perform a specific task, the City reserves the right to negotiate a Task Authorization with that vendor after preparing a written justification detailing the reasons for such selection. Additionally, the City reserves the right to establish a rotation systems for assignment of task orders. 2.14 All Task Authorizations or Agreements above the City's competitive bid threshold must be approved by the Tamarac City Commission. 2.15 No work shall be commenced on any Task Authorization without express written permission of the City as evidenced by issuance of a Task Authorization, a fully executed agreement or a Notice to Proceed issued by the project manager. 2.2 The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.2.1 Consultant shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents. 2.2.2 Consultant shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and Agreement -- Economic Dev. Consult, Services. 2 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave � 'ti/ "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org professional manner. Consultant shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Consultant shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Consultant's expense. 2.2.3 Consultant shall comply with any and all Federal, State and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3. INSURANCE 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Builder's Risk and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all sub -Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and Insurance Requirements Line of Business/ Coverage Occurrence Aggregate Limits Commercial General Liability Including: $1,000,000 $1,000,000 Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operation Broad Form Property Damage Cross Liability and Severability of Interest Cause Automobile Liability $1,000,000.00 $1,00o,000.00 Workers' Compensation & Employer's Liability Statutory Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave � '" "`� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. Insurance limits are outlined below: 3.3 In addition, Consultant shall maintain Professional Liability Insurance (E & O) in the amount of $1,000,000 aggregate. 4. CONTRACT TERM The contract period shall be for three (3) years based upon successful performance by the Consultant. The initial contract term shall commence upon date of award by the City or at a date mutually agreeable with the successful Consultant, whichever is later and shall expire three (3) years from that date. Upon completion of the first three (3) year period, the City reserves the right to renew the Contract for one (1) additional three (3) year period providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Consultant shall continue the service upon the request of the Purchasing & Contracts Manager. The extension period shall be on a month -to - month basis, for no more than ninety (90) days beyond the expiration date of the existing contract. The Consultant shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. The ongoing performance evaluation process will continue during any renewal periods for the life of the Agreement. 5. CONTRACT PRICING The Contract Pricing for the above work shall be in accordance with the unit/hourly pricing contained within Attachment A. The contract shall be for the actual amount as ordered by the City. Unit/Hourly pricing shall remain firm and fixed for the first one (1) year of the contract term. Consultant shall be permitted to adjust unit/hourly pricing on the anniversary date of the Agreement. 6. PAYMENTS Payment will be made monthly for work that has been completed, inspected/reviewed, and properly invoiced. Invoices must bear the project name, Task Authorization number and purchase order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. Agreement -- Economic Dev. Consult. Services CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 7. REMEDIES TAMARAC PURCHASING AND CONTRACTS DIVISION ' ti/' "Committed to Excellence... Always" The City For Your Life https:/Itamarac.bidsandtenders.org 7.1 Damages: The City reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Consultant to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Consultant's failure to perform in accordance with the requirements of this Agreement. 7.2 Correction of Work: If, in the judgment of the City, work provided by the Consultant does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, the City reserves the right to require that the Consultant correct all deficiencies in the work to bring the work into conformance without additional cost to the City, and / or replace any personnel who fail to perform in accordance with the requirements of this Agreement. The City shall be the sole judge of non-conformance and the quality of workmanship. 8. WARRANTY Consultant warrants the services provided under this Agreement are in accordance with the requirements and Scope of Work as set forth in Consultant's proposal(s) for each individual projects awarded under this Agreement. In the event that services do not meet such requirements, Consultant shall perform such steps as required to remedy the defects within a reasonable time after work has been performed. 9. INDEMNIFICATION 9.1 The Consultant shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Consultant or its officers, employees, agents, sub -Consultants, or independent Consultants, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Agreement -- Economic Dev. Consult. Services. 5 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life httas://tamarac._bidsandtenders.org 9.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 9.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 9.4 Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 10. NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Consultant and its sub -Consultants shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Consultant will take affirmative action to ensure that employees and those of its sub -Consultants are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave /'✓�"'tip "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orq The Consultant and its sub -Consultants shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Consultant further agrees that he/she will ensure that all sub - Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 11. INDEPENDENT CONSULTANT This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent Consultant under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 12. ASSIGNMENT AND SUBCONTRACTING Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 13. NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: Agreement --Economic Dev. Consult. Services CITY OF TAMARAC TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 The City For Your Life CITY: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" https://tamarac.bidsandtenders.org With a copy to the City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT: PMG Associates, Inc. 3800 NW 2 Court Deerfield Beach, FL 33442 ATTN: Mr. Phil Gonot, President Telephone: (954) 427-5010 E-mail: philCa)-pmgaecon.com 14. TERMINATION 14.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 14.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 15. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 15.1 By execution of this Agreement, Consultant certifies that Consultant is not participating in a boycott of Israel. Consultant further certifies that Consultant is not on the Scrutinized Companies that Boycott Israel list, not Agreement -- Economic Dev, Consult. Services. CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 16 TAMARAC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" The City For Your Life https://tamarac.bidsandtenders.orq on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Consultant been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Consultant of the City's determination concerning the false certification. Consultant shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Consultant does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. PUBLIC RECORDS 16.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: 16.1.1 Keep and maintain public records required by the City in order to perform the service; 16.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 16.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City. 16.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Consultant, or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City Agreement --Economic Dev. Consult. Services. 9 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave `"'"`� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 16.2 During the term of the contract, the Consultant shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 17. AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 18. VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 19. SIGNATORY AUTHORITY The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 20. SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to extent of such prohibition or unenforceability without invalidating remaining provisions hereof or affecting validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder Agreement -- Economic Dev. Consult. Services. 10 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orp of this Agreement. 21. UNCONTROLLABLE CIRCUMSTANCES 21.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 23. NO CONSTRUCTION AGAINST DRAFTING PARTY Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 24. CONTINGENT FEES Consultant warrants it has not employed or retained any company or person, other Agreement -- Economic Dev. Consult. Services. 11 CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 25. TAMARAC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" The City For Your Life https://tamarac.bidsandtenders.org than a bona fide employee working solely for Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. PUBLIC RECORDS CUSTODIAN IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK(a-)TAMARAC.ORG Agreement -- Economic Dev. Consult. Services. 12 \f CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orq IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. \W vll IIfill, / O F iq Ej7ABLISF-IED 1963 SC RL ATTEST: Patricia A. Teufel, CMC City Clerk Date ATTEST: CITY OF TAMARAC Miche'116 J. Gomez, M yor at Michael C. Cernech, City Manager Date Appr ved as to form and legal sufficiency: City ttorney Date PMG ASSOCIATES. INC. Com any Name Signature of Corporate Secretary Signature of President Phil Gonot Type/Print Name of Corporate Secy (CO",�ATE S • POq"�pOR i . r • • t . SEA • . L' ,b; •........ ,_ Orids Agreement -- EcorioffT717ev. Consult. Services. 13 Phil Gonot Type/Print Name of President 31i /,1y Date CORPORATE ACKNOWLEDGEMENT STATE OF R 006 Q, COUNTY OF :SS I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Phil Gonot, President of PMG Associates, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of �AQVe J=- , 2019. 3 k 1, &A r< A-1k Signature of Notary Public State of Florida at Large Print, Type or Stamp Name of Notary Public Personally known to me or Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. J„zY PaMds A. Ruiz �r NOTARY PUBLIC STATE ):= ;=LQRIDA Corn# GG239543 I Expires 7/18/2022 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave /°' ' "`� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orci ATTACHMENT A — RATES HOU. _ S Position Hourly Rate PMG Associates Senior Economist/Project Manager $150.00/hour Economist $75.00/hour PLACE Senior Planner $145.00/hour Redevelopment Specialist $145.00/hour Sprout Landscape Architect $150.00/hour Agreement -- Economic Dev. Consult. Services. 15 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave ' "' ✓ "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.orq AGREEMENT BETWEEN THE CITY OF TAMARAC AND REDEVELOPMENT MANAGAGEMENT ASSOCIATES, LLC (RMA) THIS AGREEMENT is made and entered into this J day of i,�t 2019 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Redevelopment Management Associates, LLC (RMA), a Florida Limited Liability Company with principal offices located at 2302 E. Atlantic Boulevard, Pompano Beach, FL 33062 (the "Consultant") for the purpose of providing Economic Development Consulting Services for the City of Tamarac Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1. THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement. RFQ Document No 19-03Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Consultant's proposal included herein dated December 11, 2018, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between 19-03Q as issued by the City, and the Consultant's Proposal, RFQ Document No 19-03Q as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Documents, this Agreement shall prevail. 2. THE WORK The Consultant is pre -qualified as a member of a pool of qualified and experienced consultants specializing in various areas of economic development consulting services to perform various task engagements at the direction of the City in the areas of: • Economic Development Services, • Redevelopment Services, or • Training Services (related to economic development, redevelopment and smart growth) as specifically proposed in the Consultant's proposal response. 2.1 The City will select Consultants and issue individual Task Authorizations under this Agreement based one of the following processes, whichever process is in the best interest of the City: 2.1.1 When the City has a need for a specific actual project, the City will provide a detailed project scope to all of the qualified firms in the relevant category that have executed Term Agreements with Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TA ARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your life https://tamarac.bidsandtenders.ora the City in order to obtain Proposals from those firms. The City will then enter into negotiations with the most qualified firm whose Proposal is in the best interest of the City. If the City is unable to negotiate a satisfactory task authorization (or specific project agreement if required), negotiations with that Proposer shall be formally terminated and negotiations will begin with the second most qualified Proposer. If these negotiations also prove unsatisfactory, negotiations shall again be terminated and the City will negotiate, in turn, with the third most qualified and so on. When the list of qualified firms in a category is exhausted, the City may select additional firms outside of the library, following any solicitation procedures required by the Tamarac Procurement Code, with which to attempt to negotiate a task order or specific project agreement. 2.1.2 The award of an actual project shall be deemed non-exclusive; thus, the City, in its sole discretion, reserves the right to solicit for a Consultant to provide the services contemplated herein other than from the library being hereby created. 2.1.3 When it is the determination of City staff, that one firm is uniquely qualified over other firms to perform a specific task, the City reserves the right to negotiate a Task Authorization with that vendor after preparing a written justification detailing the reasons for such selection. Additionally, the City reserves the right to establish a rotation systems for assignment of task orders. 2.14 All Task Authorizations or Agreements above the City's competitive bid threshold must be approved by the Tamarac City Commission. 2.15 No work shall be commenced on any Task Authorization without express written permission of the City as evidenced by issuance of a Task Authorization, a fully executed agreement or a Notice to Proceed issued by the project manager. 2.2 The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.2.1 Consultant shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents. 2.2.2 Consultant shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Consultant shall comply with all OSHA safety Agreement -- Economic Dev Consult. Services. CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 TAMARAC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" Tne City For Your Life https:lltamarac.bidsandtenders.org rules and regulations in the operation of equipment and in the performance of the work. Consultant shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Consultant's expense. 2.2.3 Consultant shall comply with any and all Federal, State and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3. INSURANCE 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Builder's Risk and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all sub -Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and maintain such insurance. Consultant's Liability Insurance policies Insurance Requirements Line of Business/ Coverage Occurrence Aggregate Limits Commercial General Liability Including: $1,000,000 $1,00o,000 Premises/Operations Contractual Liability Personal ky ury Explosion, Collapse, Underground Hazard Products/Com pl eted Operation Broad Form Property Damage Cross Liability and Severability of Interest Clause Automobile Liability $1,000,000.00 $1,000,000.00 Workers' Compensation & Employer's Liability Statutory Agreement -- Economic Dev. Consult. Services. 3 CITY OF TAMARAC TAMA `AC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave r °" �� "Committed to Excellence. -Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. Insurance limits are outlined below: 3.3 In addition, Consultant shall maintain Professional Liability Insurance (E & O) in the amount of $1,000,000 aggregate. 4. CONTRACT TERM The contract period shall be for three (3) years based upon successful performance by the Consultant. The initial contract term shall commence upon date of award by the City or at a date mutually agreeable with the successful Consultant, whichever is later and shall expire three (3) years from that date. Upon completion of the first three (3) year period, the City reserves the right to renew the Contract for one (1) additional three (3) year period providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Consultant shall continue the service upon the request of the Purchasing & Contracts Manager. The extension period shall be on a month -to - month basis, for no more than ninety (90) days beyond the expiration date of the existing contract. The Consultant shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. The ongoing performance evaluation process will continue during any renewal periods for the life of the Agreement. 5. CONTRACT PRICING The Contract Pricing for the above work shall be in accordance with the unit/hourly pricing contained within Attachment A. The contract shall be for the actual amount as ordered by the City. Unit/Hourly pricing shall remain firm and fixed for the first one (1) year of the contract term. Consultant shall be permitted to adjust unit/hourly pricing on the anniversary date of the Agreement. 6. PAYMENTS Payment will be made monthly for work that has been completed, inspected/reviewed, and properly invoiced. Invoices must bear the project name, Task Authorization number and purchase order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. Agreement -- Economic Dev. Consult. Services CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 7. REMEDIES TAMARAC PURCHASING AND CONTRACTS DIVISION "N...- "Committed to Excellence... Always" The City For Your Life https:/Itamarac.bidsandtenders.org 7.1 Damages: The City reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Consultant to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Consultant's failure to perform in accordance with the requirements of this Agreement. 7.2 Correction of Work: If, in the judgment of the City, work provided by the Consultant does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, the City reserves the right to require that the Consultant correct all deficiencies in the work to bring the work into conformance without additional cost to the City, and / or replace any personnel who fail to perform in accordance with the requirements of this Agreement. The City shall be the sole judge of non-conformance and the quality of workmanship. 8. WARRANTY Consultant warrants the services provided under this Agreement are in accordance with the requirements and Scope of Work as set forth in Consultant's proposal(s) for each individual projects awarded under this Agreement. In the event that services do not meet such requirements, Consultant shall perform such steps as required to remedy the defects within a reasonable time after work has been performed. 9. INDEMNIFICATION 9.1 The Consultant shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Consultant or its officers, employees, agents, sub -Consultants, or independent Consultants, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Agreement Economic Dev. Consul! Services. CITY OF TAMARAC 7525 Nrr✓ 88th Ave Tamarac. FL 33321 10 Tr'+MA `AC PURCHASING AND CONTRACTS DIVISION -"%.� "Committed to Excellence ... Always " The City For Your Life https://tamarac.bidsandtenders.org 9.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 9.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 9.4 Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Consultant and its sub -Consultants shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Consultant will take affirmative action to ensure that employees and those of its sub -Consultants are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Agreernent - Economic Dev. Consult Services CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 TAMARAC The City For Your Life PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" https://tamarac.bidsandtenders.org The Consultant and its sub -Consultants shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Consultant further agrees that he/she will ensure that all sub - Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 11. INDEPENDENT CONSULTANT This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent Consultant under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 12. ASSIGNMENT AND SUBCONTRACTING Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 13. NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: Agreement -- Economic Dev. Consult Services. 7 CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 CITY: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 TAMARAC PURCHASING AND CONTRACTS DIVISION "Committed to Excellence ... Always" The City For Your Life https://tamarac.bidsandtenders.org With a copy to the City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Redevelopment Management Associates (RMA) 2302 E. Atlantic Boulevard Pompano Beach, FL 33062 Attn: Christopher Brown, Principal Member Phone: (954) 695-0754 E-mail: tracey(o-),rma.us.com 14. Termination 14.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 14.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 15. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 15.1 By execution of this Agreement, Consultant certifies that Consultant is not participating in a boycott of Israel. Consultant further certifies that Consultant is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Agreement -- Economic Dev. Consult. Services. CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Consultant been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Consultant of the City's determination concerning the false certification. Consultant shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Consultant does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 16. PUBLIC RECORDS 16.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: 16.1.1 Keep and maintain public records required by the City in order to perform the service; 16.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 16.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City. 16.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Consultant, or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the contract, the Consultant shall destroy any Agreement -- Economic Dev. Consult. Services. 9 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave a 'tip "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life hftps:/ttamarac.bidsandtenders.org duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 16.2 During the term of the contract, the Consultant shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 17. AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 18. VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 19. SIGNATORY AUTHORITY The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 20. SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to extent of such prohibition or unenforceability without invalidating remaining provisions hereof or affecting validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Agreement -- Economic Dev. Consult. Services. 10 CITY OF TAMARAC TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 The City For Your Life 21. UNCONTROLLABLE CIRCUMSTANCES PURCHASING AND CONTRACTS DIVISION "Committed to Excellence... Always" https://tamarac.bidsandtenders.org 21.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 23. NO CONSTRUCTION AGAINST DRAFTING PARTY Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 24. CONTINGENT FEES Consultant warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant to solicit or secure this Agreement -- Economic Dev. Consult. Services. 11 TAUADAr CITY OF TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave �� "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 25. PUBLIC RECORDS CUSTODIAN IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK(cDTAMARAC.ORG Agreement -- Economic Dev. Consult. Services. 12 CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence... Always" Tamarac, FL 33321 The City For Your life httas://tamarac.bidsandtenders.orq IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its Principal Member, duly authorized to execute same. \\W j % 1 1 1 11 / ///// � A C.).: `?�p cr_ ATTEST: �;0k) 0,``�\ Patricia A. Teufel, CMC City Clerk A Date ATTEST: CITY OF TAMARAC ,j, Michell J. Gomez, ayor Michael C. Cernech, City Manager Date Approved as to form nd legal sufficiency: * City Attorney h11j0, Date REDEVELOPMENT MANAGEMENT ASSOCIATES. LLC Company Name - Signature of Corporate Secretary Signature,.of-Principal Member Type/Print Name of Corporate Secy (CORPORATE SEAL) Agreement -- Economic Dev. Consult. Services. 13 Kim Briesemeister Principal Member -314)19 Date CORPORATE ACKNOWLEDGEMENT STATE OF —plcr� COUNTY OF1cs,,,�c��� SS I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Kim Briesemeister, Principal Member of Redevelopment Management Associates, LLC, a Florida Limited Liability Company, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this'j/day of 2019 Si n ture of Notary Public St of Fig f, ^" ZZOZMZ190 2endx3 W' ce£££Z'JEJ uaftiww00 An sa Print, Typt oF;:8tSxj-qF-s 0111nd AMON Name of Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. ATTACHMENT A - PRICING PROJECT MANAGEMENT Project Coordinator $95.00 RMA RATE SCHEDULE Project Manager 1 $125.00 Project Manager II $145.00 BUSINESS ATTRACTION & MARKETING Sr. Project Manager $180.00 Graphic Designer $85.00 Creative Director $150.00 REAL ESTATE Director of Digital Solutions $150.00 Director - Real Estate $185.00 Photographer $150.00 Sr. Broker $150.00 Marketing Assistant $85.00 Sales Associate $100.00 Marketing Coordinator $100.00 Real Estate Research Assistant $85.00 Marketing Manager $125.00 Sr. Marketing Manager $150.00 Tourism Specialist $150.00 Director - Business Attraction & Marketing $185.00 RMA INTERNAL Bookkeeper $90.00 CONSTRUCTION Business Development Construction Inspector $95.00 Coordinator $90.00 Construction Manager $145.00 Budget & Operations Analyst $105.00 Construction Director $180.00 Finance $160.00 ECONOMIC DEVELOPMENT Controller $170.00 Economic Development Assistant $85.00 Director of Administration $185.00 Economic Development Coordinator $115.00 Director of Operations $185.00 Economic Development Manager $150.00 Director - Economic Development $185.00 URBAN DESIGN & PLANNING GIS/CAD Operator $95.00 ENGINEERING Landscape Architect 1 $105.00 Engineer $95.00 Landscape Architect II $120.00 Engineer 1 $125.00 Landscape Architect 111 $135.00 Engineer II $150.00 Sr. Landscape Architect $155.00 Sr. Engineer $195.00 Planning Assistant $105.00 Planner 1 $115.00 GOVERNMENT MANAGEMENT & ADMINISTRATION Planner 11 $125.00 Administrative Assistant $80.00 Sr. Planner $150.00 CRA Clerk $80.00 Urban Design Assistant $105.00 Sr. Admin Assistant $105.00 Urban Designer 1 $115.00 Sr. Redevelopment Associate $195.00 Urban Designer II $125.00 Managing Director $205.00 Sr. Urban Designer $150.00 Principal $230.00 Director -Urban Design & Planning $185.00 ACORO® CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DDIYYYY) 3/4/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT., If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the . certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lisa O'Brien Frank H. Furman, Inc. WIN (954) 943-5050 FAX No: (954)942-6310 1314 East Atlantic Blvd. E-MAIL lisa@furmaninsurance.com ADDRESS: P. O. Box 1927 INSURERS AFFORDING COVERAGE NAIC # Pompano Beach FL 33061 INSURERA:Maxum Indemnity Co 26743 INSURED INSURER B : Redevelopment Management Associates LLC INSURERC: 2302 East Atlantic Boulevard INSURERD: INSURER E : INSURERF: Pompano Beach FL 33062 COVERAGES CERTIFICATE NUMBER:18/19 Prof REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DL SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS -MADE OCCUR PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL BADV INJURY $ GENIAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY 0PRO � JECT LOG PRODUCTS-COMP/OPAGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIREDAUTOS NON -OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ NIA P R TH- TATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability PPP602731604 8/13/2018 8/13/2019 $2,000,0OO Each Claim $2,000,000 Agg $7,500 Ded Per Claim DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Tamarac THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 7525 NW 88th Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Tamarac, FL 33321 AUTHORIZED REPRESENTATIVE Dirk DeJong/LT 40—ZAQ ACORD 25 (2014101) INS025 (201401) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/04/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dora Spada NAME: Hayward Brown - Flagler, Inc. PHONE (386) 437-7767 FAX (386) 437-9226 A/C No Ext : AIC No): 3200 E. Moody Blvd. E-MAIL s: dora@haywardbrownflagler.com ADDRE P.O. BOX 1669 INSURER(S) AFFORDING COVERAGE NAIC # Bunnell FL 32110 INSURERA: Southern -Owners 10190 INSURED INSURER B Redevelopment Management Associates, LLC INSURER C : 2302 E Atlantic Blvd. INSURER D : INSURER E : Pompano Beach FL 33062 INSURER F : COVERAGES CERTIFICATE NUMBER: CL1891013969 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MWDD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F OCCUR 78290443 10/01/2018 10/01/2019 EACH OCCURRENCE $ 1,000,000 PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL BADVINJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: X PRO POLICY JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 $ 2,000,000 -PRODUCTS $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED HNON-OWNED AUTOS ONLY AUTOS ONLY 78290443 10/01/2018 10/01/2019 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 4929044300 10/01/2018 10/01/2019 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICEWMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The General Liabilty policy scheduled above includes a Blanket Additional Insured and Blanket Waiver of Subrogation. Coverage is primary and non-contributory. GANGtLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Tamarac ACCORDANCE WITH THE POLICY PROVISIONS. 7525 NW 88th Avenue AUTHORIZED REPRESENTATIVE Tamarac FL 33321�y, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excetlence_.Always' Tamarac, FL 33321 The City For Your Lite https://tamarac.bidsandtenders.org AGREEMENT BETWEEN THE CITY OF TAMARAC AND WILLDAN FINANCIAL SERVICES, INC. THIS AGREEMENT is made and entered into this E day of �2ti�' �`. , 2019 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Willdan Financial Services, a California Corporation duly registered as a Florida Foreign Corporation with principal offices located at 27368 Via Industria, Suite 200, Temecula, CA 92590 (the "Consultant") for the purpose of providing Economic Development Consulting Services for the City of Tamarac Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1. THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, RFQ Document No 19-03Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Consultant's proposal included herein dated December 11, 2018, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between 19-03Q as issued by the City, and the Consultant's Proposal, RFQ Document No 19-03Q as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Documents, this Agreement shall prevail. 2. THE WORK The Consultant is pre -qualified as a member of a pool of qualified and experienced consultants specializing in various areas of economic development consulting services to perform various task engagements at the direction of the City in the areas of: Economic Development Services, Redevelopment Services, or Training Services (related to economic development, redevelopment and smart growth) as specifically proposed in the Consultant's proposal response. 2.1 The City will select Consultants and issue individual Task Authorizations under this Agreement based one of the following processes, whichever process is in the best interest of the City: 2.1.1 When the City has a need for a specific actual project, the City will provide a detailed project scope to all of the qualified firms in CITY OF TAMARAC TAARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave J'�"��"'"�� "Committed to Excellence. -Always" Tamarac. FL 33321 The City For Your Life https://tamarac.bidsandtenders.org the relevant category that have executed Term Agreements with the City in order to obtain Proposals from those firms. The City will then enter into negotiations with the most qualified firm whose Proposal is in the best interest of the City. If the City is unable to negotiate a satisfactory task authorization (or specific project agreement if required), negotiations with that Proposer shall be formally terminated and negotiations will begin with the second most qualified Proposer. If these negotiations also prove unsatisfactory, negotiations shall again be terminated and the City will negotiate, in turn, with the third most qualified and so on. When the list of qualified firms in a category is exhausted, the City may select additional firms outside of the library, following any solicitation procedures required by the Tamarac Procurement Code, with which to attempt to negotiate a task order or specific project agreement. 2.1.2 The award of an actual project shall be deemed non-exclusive; thus, the City, in its sole discretion, reserves the right to solicit for a Consultant to provide the services contemplated herein other than from the library being hereby created. 2.1.3 When it is the determination of City staff, that one firm is uniquely qualified over other firms to perform a specific task, the City reserves the right to negotiate a Task Authorization with that vendor after preparing a written justification detailing the reasons for such selection. Additionally, the City reserves the right to establish a rotation systems for assignment of task orders. 2.14 All Task Authorizations or Agreements above the City's competitive bid threshold must be approved by the Tamarac City Commission. 2.15 No work shall be commenced on any Task Authorization without express written permission of the City as evidenced by issuance of a Task Authorization, a fully executed agreement or a Notice to Proceed issued by the project manager. 2.2 The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.2.1 Consultant shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents. 2.2.2 Consultant shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and ✓tt Jt C,"t 1l tt't f; -- t GO Jfldte L&", (. f,tl:.>tlll CITY OF TAMARAC i AMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave Always" �`ormrtitied to f xcelter,c _Always' Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org professional manner. Consultant shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Consultant shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Consultant's expense. 2.2.3 Consultant shall comply with any and all Federal, State and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3. INSURANCE 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Builder's Risk and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all sub -Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and Insurance Requirements Line of Business/ Coverage Occurrence Aggregate Limits Commercial General Liability Including: Premises/Operations Contractual Liability Persona I Injury Explosion, Collapse, Underground Hazard Products/Completed Operation Broad Form Property Damage Cross Liability and Severability of interest Clause Automobile Liability $1,000,000•00 $1,000,000•00 Workers' Compensation & Employer's Liability Statutory CITY OF TAMARAC ® H AC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence _Always' Tamarac. FL 33321 The City For Your Life https://tamarac.bidsandtenders.org maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. Insurance limits are outlined below: 3.3 In addition, Consultant shall maintain Professional Liability Insurance (E & O) in the amount of $1,000,000 aggregate. 4. CONTRACT TERM The contract period shall be for three (3) years based upon successful performance by the Consultant. The initial contract term shall commence upon date of award by the City or at a date mutually agreeable with the successful Consultant, whichever is later and shall expire three (3) years from that date. Upon completion of the first three (3) year period, the City reserves the right to renew the Contract for one (1) additional three (3) year period providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Consultant shall continue the service upon the request of the Purchasing & Contracts Manager. The extension period shall be on a month -to - month basis, for no more than ninety (90) days beyond the expiration date of the existing contract. The Consultant shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. The ongoing performance evaluation process will continue during any renewal periods for the life of the Agreement. 5. CONTRACT PRICING The Contract Pricing for the above work shall be in accordance with the unit/hourly pricing contained within Attachment A. The contract shall be for the actual amount as ordered by the City. Unit/Hourly pricing shall remain firm and fixed for the first one (1) year of the contract term. Consultant shall be permitted to adjust unit/hourly pricing on the anniversary date of the Agreement. Payment will be made monthly for work that has been completed, inspected/reviewed, and properly invoiced. Invoices must bear the project name, Task Authorization number and purchase order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. CITY OF TAMARAC TAMARAC+ PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "°Cwntnitted to Excellence... Always„ Tamarac, FL 33321 The City For Your bite https://tamarac.bidsandtenders.orq 7. REMEDIES 7.1 Damages: The City reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Consultant to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Consultant's failure to perform in accordance with the requirements of this Agreement. 7.2 Correction of Work: If, in the judgment of the City, work provided by the Consultant does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, the City reserves the right to require that the Consultant correct all deficiencies in the work to bring the work into conformance without additional cost to the City, and / or replace any personnel who fail to perform in accordance with the requirements of this Agreement. The City shall be the sole judge of non-conformance and the quality of workmanship. 8. WARRANTY Consultant warrants the services provided under this Agreement are in accordance with the requirements and Scope of Work as set forth in Consultant's proposal(s) for each individual projects awarded under this Agreement. In the event that services do not meet such requirements, Consultant shall perform such steps as required to remedy the defects within a reasonable time after work has been performed. 9. INDEMNIFICATION 9.1 The Consultant shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Consultant or its officers, employees, agents, sub -Consultants, or independent Consultants, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. CITY OF TAMARAC TA� +, `Q PURCHASING AND CONTRACTS DIVISION 752 N W 88th Ave �� ,,-LI "Committed to Excellerice -Always Tamarac, FL 33321 The City For Your life https://tamarac.bidsandtenders.org 9.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 9.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 9.4 Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 10. NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Consultant and its sub -Consultants shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Consultant will take affirmative action to ensure that employees and those of its sub -Consultants are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. CITY OF TAMARAC TA"ADAr PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "Committed to Excellence Always Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.org The Consultant and its sub -Consultants shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Consultant further agrees that he/she will ensure that all sub - Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 11. INDEPENDENT CONSULTANT This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent Consultant under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 12. ASSIGNMENT AND SUBCONTRACTING Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 13. NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 CITY: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 TAMARAC PURCHASING AND CONTRACTS DIVISION -.00 " Commitieci to Excellence ..Always The City For Your Life https://tamarac.bidsandtenders.org With a copy to the City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Willdan Financial Services, Inc. 27368 Via Industria, Suite 200 Temecula, CA 92590 ATTN: Mark J. Risco, President/CEO Telephone: (951) 587-3500 E-mail: wfsrfp65�willdan.com 14. Termination 14.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 14.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 15. SCRUTINIZED COMPANIES -- 287.135 AND 215.473 15.1 By execution of this Agreement, Consultant certifies that Consultant is not participating in a boycott of Israel. Consultant further certifies that Consultant is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the CITY OF TAMARAC 7525 NW 88th Ave Tarrtarac, FL 33321 TAB R C PURCHASING AND CONTRACTS DIVISION "Commitled to Excellence ,Always' The City For Your bite https:/Itamarac.bidsandtenders.org Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Consultant been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Consultant of the City's determination concerning the false certification. Consultant shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Consultant does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 16. PUBLIC RECORDS 16.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: 16.1.1 Keep and maintain public records required by the City in order to perform the service; 16.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 16.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City. 16.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Consultant, or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the contract, the Consultant shall destroy any CITY OF TAMARAC T. RAMQ�'� AC PURCHASING AND CONTRACTS DIVISION 7525 NW 88fh Ave ,.+" L., "Committed tc Ex, lenre .Atw-ys' Tamarac. FL 33321 The City For Your Life https://tamarac.bidsandtenders.org duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 16.2 During the term of the contract, the Consultant shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 17. AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 18. VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 19. SIGNATORY AUTHORITY The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 20. SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to extent of such prohibition or unenforceability without invalidating remaining provisions hereof or affecting validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 1 r oi" ';1;w, Llev C orPsalt ;:rf'1vPrxrB CITY OF TAMARAC 1 tYtHR PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave '�`'"C ainin;tted to Excellence... Always„ Tamarac. FL 33321 The City For Your Life https://tamarac.bidsandtenders.org 21. UNCONTROLLABLE CIRCUMSTANCES 21.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 23. NO CONSTRUCTION AGAINST DRAFTING PARTY Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 24. CONTINGENT FEES Consultant warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant to solicit or secure this s�!Jld'f,ittc'lri __ ! CITY OF TAMARAC TAMARAC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave d -- �"'%..o, "Committed to Excellence Always' Tamarac, FL 33321 The City For YOUr life https:/Itamarac.bidsandtenders.org Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 25. PUBLIC RECORDS CUSTODIAN IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK(cb-TAMARAC.ORG Remainder of Page Intentionally Blank CITY OF TAMARAC T. -AMA [AC PURCHASING AND CONTRACTS DIVISION 7525 NW 88th Ave "'Committed to Eycellence..Always' Tamarac, FL 33321 The City For Your Life https://tamarac.bidsandtenders.or-q IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President/CMO, duly authorized to execute same. -VAMAI -k ATTEST: ISI a�trricia A. Teufel, CMC City Clerk A -:344 19 Datek' V F-A" I am I I. I WK6.13 IBM 1199116 0 Rebekah Smith Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC Michel fe_J. Gomez,Aayor Dam- Michael C. Cernech, City Manager Date Approved as to four} legal sufficiency: City Attorney' v _w 2- 'i If Date WILLDAN FINANCIAL SERVICES, INC. Company e Signature of resident/CEO Mark J. Risco President/CEO March 7, 2019 Date CORPORATE ACKNOWLEDGEMENT STATE OF California :SS COUNTY OF Riverside I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Mark J. Risco, President/CEO of Willdan Financial Services, Inc. a California Company duly registered as a Florida Foreign Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of March 7 , 2019. See- aA acV�pd Signature of Notary Public State of Florida at Large Print, Type or Stamp Name of Notary Public ❑ Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Capfe iia I) County of D ) On f0c&,hq,2A0 I `7 before me, Date _ Here lnsa lame and Title of the Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. *My NICOLLESTORMON Notary Public - California zRiverside CountyCommission b 2260199 Comm. Expires Sep 28, 2022 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and c eal. Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Do Title or Type of Document: Document Date: n I i Signer(s) Other Than Named Above: Number of Pages: IS Capacity(ies) Clairyled by Sign Signer's Name: Signer's Name: Corporate Officer — Title(s): EJ Corporate Officer — Title(s): Partner — F- Limited ❑ General ❑ Partner — Limited ❑ General Cl Individual I Attorney in Fact ❑ Individual F] Attorney in Fact C'� Trustee I I Guardian or Conservator 0 Trustee I- Guardian or Conservator u Other: EJ Other: Signer Is Representing: Signer Is Representing: S.eAL) LOPA 02016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CITY OF TAMARAC 7525 NW 88th Ave Tamarac, FL 33321 ATTACHMENT A — PRICING TAMA`AC PURCHASING AND CONTRACTS DIVISION -%.,- "Cointnih-d to Excellence —Always" The City For Your Life https:l/tamarac,bidsandtenders.org Hourly Rate Schedule Position Hourly Rate Willdan Financial Services Group Manager Managing Principal $250.00 $240.00 Principal Consultant $210.00 Senior Project Manager $185.00 Project Manager $165.00 Senior Project Analyst $135.00 Senior Analyst $125.00 Analyst 11 $110.00 Analyst 1 $100.00 EMS1 Economist $150.00