Loading...
HomeMy WebLinkAboutCity of Tamarac Resolution R-2017-131TR#13040 November 29, 2017 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2017- J %' I A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, TO APPROVE A LEASING AGREEMENT AMENDMENT #2 RENEWAL WITH ADVANCED MODULAR STRUCTURES, INC. FOR FIRE STATION 36 TEMPORARY QUARTERS FOR A TWENTY- FOUR MONTH LEASING TERM AT A TOTAL COST NOT TO EXCEED $44,400 WITH AN EFFECTIVE DATE UPON EXECUTION OF LEASING AGREEMENT AMENDMENT #2; WHILE THE CONSTRUCTION OF PERMANENT FIRE STATION 36 BUILDING TAKES PLACE; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE LEASING AGREEMENT AMENDMENT #2 RENEWAL FOR THE TEMPORARY QUARTERS FOR FIRE STATION 36; PROVIDING FOR CONFLICTS, PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the temporary quarters leasing agreement for Fire Station 36 (FS36) has reached the end of its initial term; and WHEREAS, the initial leasing agreement was approved by the Commission via Resolution R-2015-36 on May 13, 2015 and R-2015-90 on September 22, 2015 and are attached hereto as Exhibit 1 and Exhibit 2; and WHEREAS, FS36 has been operating from its temporary location at 7200 North University Drive since November 18, 2015; and TR#13040 November 29, 2017 Page 2 WHEREAS, FS36 has reduced significantly the response times to the northeastern area of the City between the areas east of University Drive, South of Southgate and North of McNab Rd., and WHEREAS, the renewal of a leasing agreement will allow for continued Fire Rescue response while the permanent FS36 is going through the RFP and construction process; and WHEREAS, it is the recommendation of the Fire Chief and the Purchasing Contracts Manager to execute a Leasing Agreement Amendment #2 renewal with Advanced Modular Structures, Inc. for temporary quarters for FS36; 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 approve and execute a Leasing Agreement Amendment #2 renewal with Advanced Modular Structures, Inc. for temporary quarters for FS36 at a total cost not to exceed $44,400 for a twenty-four months leasing agreement term. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF TAMARAC, FLORIDA: TR#13040 November 29, 2017 Page 3 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. All Exhibits attached hereto are expressly incorporated herein and made a part hereof. SECTION 2: The appropriate City Officials are hereby authorized to approve and execute the Leasing Agreement Amendment #2 renewal with Advanced Modular Structures, Inc. for the temporary quarters of FS36 at a total cost not to exceed 144,400 for a twenty-four months leasing agreement term effective upon execution of the Leasing Agreement Amendment #2 and attached hereto as Exhibit 3. SECTION 3: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, 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 portions or applications of this Resolution. TR#13040 November 29, 2017 Page 4 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 1.3 day of - 2017. HARRY DRESSLER, MAYOR ATTEST: c-� PATRICIA TEUFEL, CMC CITY CLERK RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: COMM. BOLTON DIST 2: V/M GOMEZ DIST 3: COMM. FISHMAN DIST 4: COMM. PLACKO �. I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM 4SAiLLSIGOREN CITY ATTORNEY C City of Tamarac Purchasing and Contracts Division AGREEMENT AMENDMENT #2 TO AGREEMENT BETWEEN THE CITY OF TAMARAC AND ADVANCED MODULAR STRUCTURES, INC. The CITY OF TAMARAC (the "City") and Advanced Modular Structures, Inc., a Florida corporation with principal offices located at 1911 NW 15th Street, Pompano Beach, Florida 33069 agree to execute Amendment #1 to the original Agreement dated May 13, 2015 for the purpose of providing a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel located at 7200 University Drive, Tamarac, Florida 33321, referred to as Temporary Fire Station #36. 1. Amend Section 5 "Contract Sum" of the Agreement as follows (changes are shown in strike-through/underline format): 5) Contract Sum The Contract fixed Monthly Lease payment by City to Contractor is One Thousand Eight Hundred Fifty Dollars and No Cents ($1,850.00) One Hundred FeFty FoUF liellaFs and NE) Cents ( ) 144 00) per Month for an anticipated period of twenty-four (24) months. This cost shall include a cost of One Thousand Five Hundred Twenty -Five Dollars and No Cents ($1,525.00) gee Thousand Eight Hundred Dollars N and o Cents ($1 810.09) for the primary living area, Two Hundred Seventy -Five Dollars and No Cents ($275.00) for the dayroom area, and Fifty Dollars and No Cents ($50.00) for a landing unit to tie the primary living area to the dayroom area. This rate shall be effective January 1, 2018. Additional one-time charges will be as follows: 1. Delivery Charges of Two -Thousand Eight Hundred Forty Dollars and No Cents ($2,840.00) for the primary living area, and Three Hundred Fifteen Dollars and No Cents ($315.00) for the dayroom area. 2. Return Charges of One Thousand Eight Hundred Seventy -Five Dollars and No Cents ($1,875.00) for the primary living area, and Three Hundred Fifteen Dollars and No Cents ($315.00) for the dayroom area. of'Tamarac and Contracts Division 3. Tear down Charges of One Hundred Ten Dollars and No Cents ($110.00) for the dayroom Area. 2. Assignment of Lease Payments Addendum #1, to Agreement attached hereto, is incorporated herein as a Rider to the Agreement dated May 13, 2015 in order to provide for the written assignment of lease payments for financing purposes only. Contractor shall maintain all responsibility for performance under the Agreement. 3) Amend Section 2.1.3 "Term" to read as follows: * Term: City shall lease the temporary building for a period of twenty-four (24) months. Additionally, the lease period shall be extended for twenty-four (24) months effective January 1, 2018. C itv r}J Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor and its City Manager, and CONTRACTOR by its duly authorized representative to execute same. CITY OF T C Harry bressier, Mayor /c- 13 — 17 ATTEST: ichael C. Cernech, City Manager�i31�� Patricia A. Teufel,\gM0 i f/ City Clerk ��`� � P,P A /�,� 1 i178.' Da e - _.: iE= ' X-k ,, �a O r` 0%3WOO ATTEST: (Co e Secretary) Gary Willis Type/Print Name of Corporate Secy (CORPORATE SEAL) Date Apprord as to form and legal sufficiency: t n amdel S. Goren, City Attorney Id -)NO Date ADVANCED MODULAR STRUCTURES, INC. Company Name Sign a Contractor Gary Willis Type/Print Name of President Date Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA -SS COUNTY OF J�)rbW--)Iy�- I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the Sate aforesaid and in the County aforesaid to take acknowledgments, personally appeared Gary Willis, President, of Advanced Modular Structures, 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 20+5- Signature of Notary Public Y•� ,uusoNMRUSH State of Florida at Large �°°•••;" WCOMMISSION#GGo5W1 EXPIRES: D*=*w 1Z mm 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. TR 12633 Page 1 April 8, 2015 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R- 2015 - 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE LEASING AGREEMENTS WITH ADVANCED MODULAR STRUCTURES, INC., TO PROVIDE TEMPORARY QUARTERS FOR FIRE RESCUE STAFF WHILE THE CONSTRUCTION OF STATIONS 78 AND 116 TAKE PLACE IN ACCORDANCE WITH BID NO. 15-10B AND QUOTATION NO. 15-18Q AT A COST NOT TO EXCEED $96,200 FOR FIRE STATION 78 AND $48,371 FOR FIRE STATION 116; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac desires to provide its residents and visitors a high level of emergency services by enhancing and improving its fundamental areas of response; and WHEREAS, Fire Station 78 has been approved and scheduled to be constructed; at the April 22, 2015 Commission Meeting; and WHEREAS, the land acquisition to provide a location for the temporary Fire Station 116 was approved at the May 28, 2014 Commission Meeting; and WHEREAS, Tamarac Fire Rescue has taken steps to ensure the current level of service delivered is not compromised while construction of the new Fire Station 78 takes place; and WHEREAS, Fire Station 116 temporary location will reduce response times along University Drive; and TR 12633 Page 2 April 8, 2015 WHEREAS, Fire Station 78 services and personnel will be relocated to a temporary location in the Mainlands 5 Community located 4890 NW 50 Street, a few blocks from the current Fire Station 78; and WHEREAS, Fire Station 116 services and personnel will be located at a temporary Fire Station located at 7200 N. University Drive; and WHEREAS, the City of Tamarac issued invitation for BID Award No.15-1013 for Fire Station 78, and Request for Quotation No. 15-18Q for Fire Station 116 to solicit a potential vendor for the temporary facilities that will house fire rescue personnel attached hereto as Exhibits 1 and 2; and WHEREAS, Advanced Modular Structures, Inc. was the only responsive and responsible firm to respond to Invitation for Bid No. 15-10B for Fire Station 78, and Request for Quotation No. 15-18Q for Fire Station 116, a copy of such responses are attached hereto as Exhibits 3 and 4; and WHEREAS, Advanced Modular Structures, Inc. was recommended and selected and has agreed to the terms and conditions for the service needed; and WHEREAS, Advanced Modular Structures, Inc. has currently similar temporary structures in other nearby municipalities; and WHEREAS, initial year funding for the temporary shelter quarters was approved in the FY 2015 annual budget; and WHEREAS, the Fire Chief and the Purchasing Contracts Manager find it to be in the best interest of the City to execute the Agreements with Advanced Modular Structures, Inc. for the temporary facilities for Fire Station 78 and Fire Station 116; and WHEREAS, the City Commission of the City of Tamarac deem it to be in the best interest of the citizens and residents of the City of Tamarac to execute the agreements 1 1 r TR 12633 Page 3 April 8, 2015 of the temporary shelters with Advanced Modular Structures, Inc. at a cost not to exceed $96,200.00 for Fire Station 78 and $48,371.00 for Fire Station 116; and NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 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. All Exhibits attached hereto are incorporated herein and made a specific part hereof. SECTION 2: The appropriate City Officials are hereby authorized to award invitation for Bid No. 15-10B and Request for Quotation No. 15-18Q; and execute the required leasing agreements for temporary shelters with Advanced Modular Structures, Inc., as identified in Exhibits 5 and 6 attached hereto and incorporated herein, and to execute the agreements for the temporary shelters with Advanced Modular Structures, Inc.at a cost not to exceed $96,200.00 for Fire Station 78 and $48,371.00 for Fire Station 116. SECTION 3: The City Manager or his designee is hereby authorized to make changes and issue change orders in accordance with the thresholds and provisions delineated in Section 6-1470)(2) of the Tamarac Procurement Code. SECTION 4: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or in application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. TR 12633 Page 4 April 8, 2015 PASSED, ADOPTED AND APPROVED this day of C , 2015. HARRY DRESSLER, MAYOR ATTEST: PATRICIA TEUFEL, CMC CITY CLERK RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: VICE MAYOR BUSHNELL DIST 2: COMM. GOMEZ DIST 3: COMM. GLASSER DIST 4: COMM. PLACKO -� I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAMUEL S. GOREN CITY ATTORNEY 1 1 City of Tamarac IPurchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND ADVANCED MODULAR STRUCTURES,, INCORPORATED THIS AGREEMENT is made and entered into this 13 day of 2015 by and between the City of Tamarac, a municipal corporation with principal d1fices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Advanced Modular Structures, Inc.., a Florida corporation with principal offices located at 1911 NW 15" Street, Pompano Beach, Florida 33069 (the "Contractor") to provide a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1) The Contract Documents The Contract Documents consist of this Agreement, Bid Document No. 15-10B, including all conditions therein, (General Terms and Conditions, Special Conditions anri/or Special Provisions), drawings, Technical Specifications, all addenda, the Contracior's bid/proposal included herein, 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 Invitation for Bid #15-10B as issued by City, and Contractor's Proposal, Invitation for Bid #15-10B as issued by City shall take precedence over the Contractor's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Document, this Agreement shall prevail. 2) The Work 2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents for a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel located at 4890 NW 50th Street, Tamarac, FL. 2.1.2 General: Temporary building shall be approximately 24' x 68'. Setup to consist of dry stack block foundation utilizing above grade pads in accordance with the specifications -and drawings included in Bid Document 15-10B. 2.1.3 Term: City shall lease the temporary building for a period of twenty (20) months, and shall reserve the right to lease the building for an additional period on a monthly basis for up to 6 additional months. Agreement City of 7 amnrac I Purchasing and Contracts Division 2.1.4 Contractor shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Contractor shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Contractor's expense. 2.1.5 Contractor shall provide the City with seventy-two (72) hours written notice prior to the beginning of work under this Agreement and prior to any schedule change with the exception of changes caused by inclement weather. 2.1.6 Contractor 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 Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 3) Insurance 3.1. Contractor shall obtain at Contractor'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. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor 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 Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4) Time of Commencement and Substantial Completion 4.1 The work to be performed under this Agreement shall be commenced after City execution of the Agreement and not later than ten (10) days after the date that Contractor receives the City's Notice to Proceed. The work shall be substantially completed within (45) calendar days from issuance of City's Notice to Proceed, subject to any permitted extensions of time 2 Agreement City of Tamarac IPurchasing and Contracts Division under the Contract Documents. For the purposes of this Agreement, completion shall mean the issuance of final payment. 4.2 During the pre -construction portion of the work hereunder, the parties agree to work diligently and in good faith in performing their obligations hereunder, so that all required permits for the construction portion of the work may be obtained by City in accordance with the Schedule included in the Contract Documents. In the event that any delays in the pre - construction or construction portion of the work occur, despite diligent efforts of the parties hereto, and such delays are the result of force majeure or are otherwise outside of the control of either party hereto, then the parties shall agree on an equitable extension of time for substantial completion hereunder and any resulting increase in general condition cost. 5) Contract Sum The Contract fixed Monthly 'Lease payment by City to Contractor is Three Thousand Eight Hundred Twenty Dollars and No Cents ($3,820.00) per Month for an anticipated period of twenty (20) months. In the event that the City requires an additional one (1) to six (6) months of use after the initial twenty (20) month period has elapsed, the Monthly Lease payment by City to Contractor will be Three Thousand Three Hundred Dollars and No Cents ($3,300.00) for each month in that contingency period. 6) Payments Payment will be made monthly for the length of the lease rental term. Invoices must bear project name, project number and bid P.O. number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All applicable Releases of Liens and Affidavits shall be provided with the first month's invoice. All payments shall be governed by Florida Prompt Payment Act, F.S., Part VII, Chapter 218. City desires to be able to make payments utilizing City's Visa Procurement Card as a means of expediting payments. It is highly desirable that the successful proposer have the capability to accept a Visa Procurement/Credit card as a means of payment. 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 Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Contractor'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 Contractor 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 Contractor 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 3 Agreement City of Tamarac I Purchasing and Contracts Division 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) Change Orders 8.1 Without invalidating the contract, without any monetary compensation, and without notice to any surety, the City reserves and shall have the right to make increases, decreases or other changes to the work as may be considered necessary or desirable to complete the proposed construction in a satisfactory manner. The Contractor shall not start work pursuant to a change order until the change order setting forth the adjustments is approved by the City, and executed by the City and Contractor. Once the change order is so approved, the Contractor shall promptly proceed with the work. All Change Orders shall include overhead and profit, not to exceed five percent (5%) and five percent (5%) respectively. 8.2 The Contract Price constitutes the total compensation (subject to authorized adjustments, if applicable) payable to the Contractor for performing the work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at Contractor's expense without change in the Contract Price or Time except as approved in writing by the City. 8.3 The Contract Price and/or Time may only be changed by a Change Order. A fully executed change order for any extra work must exist before such extra work is begun. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other parry promptly (but in no event later than 15 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. The amount of the claim with supporting data shall be delivered (unless the City allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts to which the claimant is entitled as a result of the occurrence of said event. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this Paragraph. 8.4 The Contract Time may only be changed by a Change Order. A fully executed change order must exist prior to extension of the contract time. 8.5 Any claim for an extension of the Contract Time shall be based on written notice delivered by the party making the claim to the other party no later than fifteen (15) days after the occurrence of the event giving rise to the claim. Notice of the extent of the claim shall be delivered with supporting data and stating the general nature of the claim. Contractor hereby agrees to waive rights to recover any lost time or incurred costs from delays unless Contractor has given the notice and the supporting data required by this Paragraph. 8.6 Extensions of time shall be considered and will be based solely upon the effect of delays to the work as a whole. Extensions of time shall not be granted for delays to the work, unless the Contractor can clearly demonstrate that such delays did or will, in fact, delay the progress of work as a whole. Time extensions shall not be allowed for delays to parts of the work that are not on the critical path of the Agreement City of Tainarac Purchasing and Contracts Division project schedule. Time extensions shall not be granted until all float or contingency time, at the time of delay, available to absorb specific delays and associated impacts is used. 8.7 In the event satisfactory adjustment cannot be reached by City and Contractor for any item requiring a change in the contract, and a change order has not been issued, City reserves the right at its sole option to terminate the contract as it applies to these items in question and make such arrangements as City deems necessary to complete the work. The cost of any work covered by a change order for an increase or decrease in the contract price shall be determined by mutual acceptance of a Guaranteed Maximum Price by City and Contractor. If notice of any change in the contract or contract time is required to be given to a surety by the provisions of the bond, the giving of such notice shall be the Contractor's responsibility, and the amount of each applicable bond shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City Failure of the Contractor to obtain such approval from the Surety may be a basis for termination of this Contract by the City. 9) No Damages for Delays ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THE AGREEMENT. EXCEPT AS PROVIDED HEREIN, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST THE CITY BY REASON OF ANY DELAYS. Contractor shall not be entitled to an increase in the construction cost or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by Contractor for hindrances or delays due solely to fraud, bad faith or active interference on the part of City or its agents. In addition, if Contractor is delayed at any time in the progress of the Work by an act or neglect of the City's employees, or separate contractors employed by the City, or by changes ordered in the Work, or by delay authorized by the City pending arbitration, then the Contract Time shall be reasonably extended by Change Order, and the Guaranteed Maximum Price shall be reasonably increased by Change Order in order to equitably increase the general conditions component of the Guaranteed Maximum Price. Furthermore, if Contractor is delayed at any time in the progress of the Work by labor disputes, fire, unusual delay in deliveries, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the Contractor's control, or by other causes which the City and Contractor agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. Otherwise, Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to that extent specifically provided above. No extension of time shall be granted for delays resulting from normal weather conditions prevailing in the area as defined by the average of the last ten (10) years of weather data as Agreement City of Tamarac Purchasing and Contracts Division recorded by the United States Department of Commerce, National Oceanic and Atmospheric Administration at the Fort Lauderdale Weather Station. 10) Waiver of Liens As applicable, prior to first invoice, a final waiver of lien shall be submitted by all suppliers, subcontractors, and/or Contractors who worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by the Contractor shall release City from all claims of liability by Contractor in connection with the agreement. 11) Warranty Contractor warrants the modular facility against defect for a period of one (1) year from the date of installation and inspection. In the event that defect occurs during this time, Contractor shall perform such steps as required to remedy the defects. Contractor shall be responsible for any damages caused by defect to affected area or to interior structure. 12) Indemnification 12.1 Contractor shall indemnify and hold harmless City, its elected and ,ippointed ofFcials, employees, and agents from any and all claims, suits, acti^"s, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereon, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of 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 claim may be made after the termination hereof. 12.2 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. 13) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Contractor and its sub -contractors 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 Contractor will take affirmative action to ensure that employees and those of its sub -contractors 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 6 Agreement City of Tamarac Purchasing and Contracts Division 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 Contractor and its sub -contractors 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 Contractor further agrees that he/she will ensure that all sub -contractors, if any, will be made aware of and will comply with this nondiscrimination clause. 14) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor 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 Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor 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 Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 15) Assignment and Subcontracting Contractor 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. 16) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by 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 City of Tamarac 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 CONTRACTOR Advanced Modular Structures, Inc. 1911 NW 15th Street Pompano Beach, FL 33069 ATTN: Patricia A. Willis, Treasurer (954) 960-1550 Voice (954) 960-0747 (Fax) pwillis _advancedmodular.com 17) Termination and Contracts Division 17.1 Termination for Convenience: This Agreement may be terminated by City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify city against loss pertaining to this termination. 17.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor 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 Contractor of written notice of such neglect or failure. 18) 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. Agreement City of Tamarac Purchasing and Contracts Division 19) 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. 20) Signatory Authority The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 21) 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 the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the 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. 22) Wicontrollable Circumstances 22.1 Neither the City nor Contractor 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 pa!ty. It includes, but is not limited to fire, flood, earthquakes, storms, lighining, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 22.2 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. 23) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged 9 Agreement City of Tamarac Purchasing and Contracts Division herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 24) 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. 25) Contingent Fees Contractor warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor 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 Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement 26) Public Records 26.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 26.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 26.1.2 Provide the public with access to such public records on the same terms s that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 26.1.3 Ensure that. public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 26.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 26.2 The failure of Contractor to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the City shall enforce the Default in accordance with the provisions set forth in Article 17, "Termination", herein. 10 Agreement City of Tamarac Purchasing and Contracts Division 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 CONTRACTOR, signing by and through its duly authorized to execute same. `�; �� .•per _ O: �� ►,i _ Q „�1b } c0'' ..... •••.00J. ATTEST: Patricia A. Teufel, CIVIC City Clerk TY TAMARAC Harry Dressler, Mayor Date Michael C. Cernech, City Ma ager Date 4ae 1p Approved as to form and legal sufficiency: City Attorney Date ATTEST: ADVANCED MODULAR STRUCTURES, INC. Company Name, Sign Corporate Secretary Sign r f President Gary Willis Gary Willis Type/Print Name of Corporate Secy. Type/ rint Name of President (CORPORATE SEAL) Date 1 i Agieement City cf rarnarac _ ^� Purchasing and Conftacts Dhvision CORPORATE ACKNOWLEDGEMENT STATE OF S COUNTY OFjc I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid io take acknowledgments, personally appeared Gary Willis, President of Advanced Modular Structures, 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'�'� , 2015. NOTARYPUBLIC•STATE 0 FI ig Martin Madura rfature- of Notary Public j .Commission # EE109112 State of Florida at Large '. �'.-$ Expires: JULY 09, 2015 BONDfiD TnU AnAN"ric BONDING Co., INC. 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. 12 Agreement amity of Tamarac Purchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC l ZIXII ADVANCED MODULAR STRUCTURES, INCORPORATED THIS AGREEMENT is made and entered into this /3 day of ✓"l , 2015 by and between the City of Tamarac, a municipal corporation with principal Aces located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Advanced Modular Structures, Inc.., a Florida corporation with principal offices located at 1911 NW 15th Street, Pompano Beach, Florida 33069 (the "Contractor") to provide a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1) The Contract Documents The Contract Documents consist of this Agreement, Quotation Document No. 15-18Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Contractor's quotation included herein, 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 Request for Quotation #15-18Q as issued by City, and Contractor's Proposal, Quotation #15-18Q as issued by City shall take precedence over the Contractor's Quotation. Furthermore, in the event of a conflict between this document and any other Contract Document, this Agreement shall prevail. 2) The Work 2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents for a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel located at 7200 University Drive, Tamarac, Florida 33321. 2.1.2 General: Temporary building shall be approximately 12' x 72'. Setup to consist of dry stack block foundation utilizing above grade pads in accordance with the specifications and drawings included in Bid Document 15-18Q. 2.1.3 Term: City shall lease the temporary building for a period of twenty- four (24) months. Agreement 'City of Tamarac Purchasing and Contracts Division 2.1.4 Contractor shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Contractor shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Contractor's expense. 2.1.5 Contractor shall provide the City with seventy-two (72) hours written notice prior to the beginning of work under this Agreement and prior to any schedule change with the exception of changes caused by inclement weather. 2.1.6 Contractor 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 Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 3) Insurance 3.1. Contractor shall obtain at Contractor'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. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor 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 Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4) Time of Commencement and Substantial Completion 4.1 The work to be performed under this Agreement shall be commenced after City execution of the Agreement and not later than ten (10) days after the date that Contractor receives the City's Notice to Proceed. The work shall be substantially completed within (45) calendar days from issuance of City's Notice to Proceed, subject to any permitted extensions of time Agreement 'City of Tamarac Purchasing and Contracts Division under the Contract Documents. For the purposes of this Agreement, completion shall mean the issuance of final payment. 4.2 During the pre -construction portion of the work hereunder, the parties agree to work diligently and in good faith in performing their obligations hereunder, so that all required permits for the construction portion of the work may be obtained by City in accordance with the Schedule included in the Contract Documents. In the event that any delays in the pre - construction or construction portion of the work occur, despite diligent efforts of the parties hereto, and such delays are the result of force majeure or are otherwise outside of the control of either party hereto, then the parties shall agree on an equitable extension of time for substantial completion hereunder and any resulting increase in general condition cost. 5) Contract Sum The Contract fixed Monthly Lease payment by City to Contractor is One Thousand Eight Hundred Nineteen Dollars and No Cents ($1,819.00) per Month for an anticipated period of twenty-four (24) months. Additional one-time charges will be as follows: 1. Delivery Charges of Two -Thousand Eight Hundred Forty Dollars and No Cents ($2,840.00). 2. Return Charges of One Thousand Eight Hundred Seventy -Five Dollars and No Cents ($1,875.00). 6) Payments Payment will be made monthly for the length of the lease rental term. Invoices must bear project name, project number and bid P.O. number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All applicable Releases of Liens and Affidavits shall be provided with the first month's invoice. All payments shall be governed by Florida Prompt Payment Act, F.S., Part VII, Chapter 218. City desires to be able to make payments utilizing City's Visa Procurement Card as a means of expediting payments. It is highly desirable that the successful proposer have the capability to accept a Visa Procurement/Credit card as a means of payment. 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 Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Contractor'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 Contractor 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 Agreement 'City of Tamarac Purchasing and Contracts Division Contractor 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) Change Orders 8.1 Without invalidating the contract, without any monetary compensation, and without notice to any surety, the City reserves and shall have the right to make increases, decreases or other changes to the work as may be considered necessary or desirable to complete the proposed construction in a satisfactory manner. The Contractor shall not start work pursuant to a change order until the change order setting forth the adjustments is approved by the City, and executed by the City and Contractor. Once the change order is so approved, the Contractor shall promptly proceed with the work. All Change Orders shall include overhead and profit, not to exceed five percent (5%) and five percent (5%) respectively. 8.2 The Contract Price constitutes the total compensation (subject to authorized adjustments, if applicable) payable to the Contractor for performing the work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at Contractor's expense without change in the Contract Price or Time except as approved in writing by the City. 8.3 The Contract Price and/or Time may only be changed by a Change Order. A fully executed change order for any extra work must exist before such extra work is begun. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party promptly (but in no event later than 15 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. The amount of the claim with supporting data shall be delivered (unless the City allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts to which the claimant is entitled as a result of the occurrence of said event. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this Paragraph. 8.4 The Contract Time may only be changed by a Change Order. A fully executed change order must exist prior to extension of the contract time. 8.5 Any claim for an extension of the Contract Time shall be based on written notice delivered by the party making the claim to the other party no later than fifteen (15) days after the occurrence of the event giving rise to the claim. Notice of the extent of the claim shall be delivered with supporting data and stating the general nature of the claim. Contractor hereby agrees to waive rights to recover any lost time or incurred costs from delays unless Contractor has given the notice and the supporting data required by this Paragraph. 8.6 Extensions of time shall be considered and will be based solely upon the effect of delays to the work as a whole. Extensions of time shall not be granted for delays to the work, unless the Contractor can clearly demonstrate that such delays Agreement 'City of Tamarac Purchasing and Contracts Division did or will, in fact, delay the progress of work as a whole. Time extensions shall not be allowed for delays to parts of the work that are not on the critical path of the project schedule. Time extensions shall not be granted until all float or contingency time, at the time of delay, available to absorb specific delays and associated impacts is used. 8.7 In the event satisfactory adjustment cannot be reached by City and Contractor for any item requiring a change in the contract, and a change order has not been issued, City reserves the right at its sole option to terminate the contract as it applies to these items in question and make such arrangements as City deems necessary to complete the work. The cost of any work covered by a change order for an increase or decrease in the contract price shall be determined by mutual acceptance of a Guaranteed Maximum Price by City and Contractor. If notice of any change in the contract or contract time is required to be given to a surety by the provisions of the bond, the giving of such notice shall be the Contractor's responsibility, and the amount of each applicable bond shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City Failure of the Contractor to obtain such approval from the Surety may be a basis for termination of this Contract by the City. 9) No Damages for Delays ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THE AGREEMENT. EXCEPT AS PROVIDED HEREIN, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST THE CITY BY REASON OF ANY DELAYS. Contractor shall not be entitled to an increase in the construction cost or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by Contractor for hindrances or delays due solely to fraud, bad faith or active interference on the part of City or its agents. In addition, if Contractor is delayed at any time in the progress of the Work by an act or neglect of the City's employees, or separate contractors employed by the City, or by changes ordered in the Work, or by delay authorized by the City pending arbitration, then the Contract Time shall be reasonably extended by Change Order, and the Guaranteed Maximum Price shall be reasonably increased by Change Order in order to equitably increase the general conditions component of the Guaranteed Maximum Price. Furthermore, if Contractor is delayed at any time in the progress of the Work by labor disputes, fire, unusual delay in deliveries, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the Contractor's control, or by other causes which the City and Contractor agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. Otherwise, Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to that extent specifically provided above. No extension of time shall be granted for delays resulting from normal weather conditions prevailing in Agreement 'City of Tamarac IPurchasing and Contracts Division the area as defined by the average of the last ten (10) years of weather data as recorded by the United States Department of Commerce, National Oceanic and Atmospheric Administration at the Fort Lauderdale Weather Station. 10) Waiver of Liens As applicable, prior to first invoice, a final waiver of lien shall be submitted by all suppliers, subcontractors, and/or Contractors who worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by the Contractor shall release City from all claims of liability by Contractor in connection with the agreement. 11) Warranty Contractor warrants the modular facility against defect for a period of one (1) year from the date of installation and inspection. In the event that defect occurs during this time, Contractor shall perform such steps as required to remedy the defects. Contractor shall be responsible for any damages caused by defect to affected area or to interior structure. 12) Indemnification 12.1 Contractor shall indemnify and hold harmless 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 Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of 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 claim may be made after the termination hereof. 12.2 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. 13) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Contractor and its sub -contractors 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 Contractor will take affirmative action to ensure that employees and those of its sub -contractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political Agreement 'City of Tamarac Purchasing and Contracts Division 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 camipe;r sal on; and selection for training, including apprenticeship. The Contractor and its sub -contractors 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 Contractor further agrees that he/she will ensure that all sub -contractors, if any, will be made aware of and will comply with this nondiscrimination clause. 14) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor 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 Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor 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 Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 15) Assignment and Subcontracting Contractor 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. 16) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by 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 'City of Tamarac _ Purchasing and Contracts Division 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 CONTRACTOR Advanced Modular Structures, Inc. 1911 NW 15th Street Pompano Beach, FL 33069 ATTN: Patricia A. Willis, Treasurer (954) 960-1550 Voice (954) 960-0747 (Fax) Dwillise-advancedmodular.com 17) Termination 17.1 Termination for Convenience: This Agreement may be terminated by City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify city against loss pertaining to this termination. 17.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor 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 Contractor of written notice of such neglect or failure. 18) 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. 8 Agreement 'City of Tamarac � Purchasing and Contracts Division 19) 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. 20) Signatory Authority The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 21) 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 the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the 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. 22) Uncontrollable Circumstances 22.1 Neither the City nor Contractor shah 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. 22.2 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. 23) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged ` Agreement 'City of Tamarac Purchasing and Contracts Division herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 24) No Construction Against Drafting Party Each party to this Agreement exprr�:;s'y 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. 25) Contingent Fees Contractor warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor 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 Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement 26) Public Records 26.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 26.1.1 Keep and maintain public records thiat ordinarily and necessarily would be required by the City in order to perform the service; 26.1.2 Provide the public with access to such public records on the same terms s that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 26.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 26.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 26.2 The failure of Contractor to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the City shall enforce the Default in accordance with the provisions set forth in Article 17, "Termination", herein. i 1 Agreement City of Tamarac Purchasing and Contracts Division 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 CONTRACTOR, signing by and through its duly authorized to execute same. Cad • . ;�>. . 5 ATTEST: c-1y�RD Co�`. IcPatricia A. Teufel, CMC City Clerk Date I OFTAMARAC Ze Harry Dressler, Mayor Date Mi hael C. Cernech, City Manager Date Ap oved as o form an legal sufficiency: &; C—ity Attorney /z11 Date ATTEST: ADVANCED MODULAR STRUCTURES, INC. Company Name Signat r of Corporate Secretary Signat resident Gary Willis Gary Willis Type/Print Name of Corporate Secy. Type/PIiN71<-f:-- oPresident (CORPORATE SEAL) Date 9 Agreement y ' City of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OFS�Ao 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 Gary Willis, President, of Advanced Modular Structures, 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 0\ day o : �\ ' 2015. NOTARY PUBLIC--STAFLO SIg Martin Ma rature of Notary Public Notary Public State of Florida at Large Commission # EE109112 g Expires: DULY 09, 2015 BONDED THRU ATLANTIC BONDING CO., INC. Print, Type or Stamp Name of Notary Public -E�-'Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. 12 Agreement 1 TR 12697 Page 1 September 8, 2015 CITY OF TAMARAC, FLORIDA CJ RESOLUTION NO. R- 2015 - /Q A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE LEASING AGREEMENT AMENDMENT41 WITH ADVANCED MODULAR STRUCTURES, INC., FOR AN ADDITIONAL TEMPORARY MODULAR OFFICE UNIT AT FIRE STATION 36 TO PROVIDE TEMPORARY QUARTERS FOR FIRE RESCUE STAFF; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac desires to provide its residents and visitors a high level of emergency services by enhancing and improving its fundamental areas of response; and WHEREAS, the original leasing agreement for Fire Station 36 (formerly known as Station 116) was approved under Resolution R-2015-36 dated May 13, 2015 attached hereto as Exhibit 1; and WHEREAS, Fire Station 36 temporary building dimensions approved under Resolution R-2015-36 resulted in a living area too small to house nine (9) fire rescue personnel over three shifts operating 24 hours per day 7 days a week; and WHEREAS, the Fire Chief is recommending the acquisition of an additional temporary modular structure for Fire Station 36; and WHEREAS, Advanced Modular Structures, Inc. has provided a quote for a modular office unit for temporary Fire Station 36 attached hereto as Exhibit 2; and WHEREAS, the Fire Department is requesting the authorized spending amount for Fire Station 36 be extended by $13,000.00 from the original authorized spending limit of $48,371.00 (R-2015-36) for a total amount not to exceed $61,371.00; and TR 12697 Page 2 September 8, 2015 WHEREAS, the Fire Chief and the Purchasing and Contracts Manager find it to be in the best interest of the City to execute the Leasing Agreement Amendment #1 with Advanced Modular Structures, Inc. attached hereto as Exhibit 3 for an additional modular office unit for Fire Station 36; and WHEREAS, the City Commission of the City of Tamarac deems it to be in the best interest of the citizens and residents of the City of Tamarac to execute the Leasing Agreement Amendment #1 for an additional modular office unit with Advanced Modular Structures, Inc. NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 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. All Exhibits attached hereto are incorporated herein and made a specific part hereof. SECTION 2: The appropriate City Officials are hereby authorized to approve and execute Leasing Agreement Amendment #1 attached hereto as Exhibit 3 for Fire Station 36 for an additional modular office unit with Advanced Modular Structures, Inc. authorizing the original spending limit to be extended by $13,000.00 from the original authorized amount of $48,371.00 (R-2015-36) for a total amount not to exceed $61,371.00. SECTION 3. The City Manager or his designee is hereby authorized to make changes and issue change orders in accordance with the thresholds and provisions delineated in Section 6-1470)(2) of the Tamarac Procurement Code. SECTION 4: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. C 1 1 TR 12697 Page 3 September 8, 2015 SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or in application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 071�' day of �-1^ 2015. ATTEST: � �wc) PATRICIA TEUFEL, MC CITY CLERK I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAMUa S. GOREN CITY ATTORNEY '4 A� HARRY DRESSLER, MAYOR RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: VICE MAYOR BUSHNELL� DIST 2: COMM. GOMEZ IZ ., DIST 3: COMM. GLASSER f_ DIST 4: COMM. PLACKO TR#12697 - EXHIBIT 1 m 2 I U CITY OF TAMARAC, FLORIDA RESOLUTION NO. R- 2015 - 3'P A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE LEASING AGREEMENTS WITH ADVANCED MODULAR STRUCTURES, INC., TO PROVIDE TEMPORARY QUARTERS FOR FIRE RESCUE STAFF WHILE THE CONSTRUCTION OF STATIONS 78 AND 116 TAKE PLACE IN ACCORDANCE WITH BID NO. 15-10B AND QUOTATION NO. 15-18Q AT A COST NOT TO EXCEED $96,200 FOR FIRE STATION 78 AND $48,371 FOR FIRE STATION 116; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. TR 12633 Page 1 April 8, 2016 WHEREAS, the City of Tamarac desires to provide its residents and visitors a ' high level of emergency services by enhancing and improving its fundamental areas of response; and 1 WHEREAS, Fire Station 78 has been approved and scheduled to be constructed; at the April 22, 2015 Commission Meeting, and WHEREAS, the land acquisition to provide a location for the temporary Fire Station 116 was approved at the May 28, 2014 Commission Meeting; and WHEREAS, Tamarac Fire Rescue has taken steps to ensure the current level of service delivered is not compromised while construction of the new Fire Station 78 takes place; and WHEREAS, Fire Station 116 temporary location will reduce response times along University Drive; and TR 12633 Page 2 April 8, 2015 WHEREAS, Fire Station 78 services and personnel will be relocated to a , temporary location in the Mainlands 5 Community located 4890 NW 50 Street, a few blocks from the current Fire Station 78; and WHEREAS, Fire Station 116 services and personnel will be located at a temporary Fire Station located at 7200 N. University Drive; and i WHEREAS, the City of Tamarac issued invitation for BID Award No.15-1013 for Fire Station 78, and Request for Quotation No. 15-18Q for Fire Station 116 to solicit a potential vendor for the temporary facilities that will house fire rescue personnel attached hereto as Exhibits 1 and 2; and WHEREAS, Advanced Modular Structures, Inc. was the only responsive and responsible firm to respond to Invitation for Bid No. 15-10B for Fire Station 7-8 and Request for Quotation No. 15-18Q for Fire Station 116, a copy of such responses are attached hereto as Exhibits 3 and 4; and WHEREAS Advanced Modular Structures Inc. was recommended and selected and has agreed to the terms and conditions for the service needed; and WHEREAS, Advanced Modular Structures, Inc. has currently similar temporary structures in other nearby municipalities; and WHEREAS, initial year funding for the temporary shelter quarters was approved in the FY 2015 annual budget; and WHEREAS, the Fire Chief and the Purchasing Contracts Manager find it to be in the best interest of the City to execute the Agreements with Advanced Modular Structures, Inc. for the temporary facilities for Fire Station 78 and Fire Station 116; and WHEREAS, the City Commission of the City of Tamarac deem it to be in the best interest of the citizens and residents of the City of Tamarac to execute the agreements 1 TR 12633 Page 3 April 8, 2015 ' of the temporary shelters with Advanced Modular Structures, Inc. at a cost not to exceed $96,200.00 for Fire Station 78 and $48,371.00 for Fire Station 116; and NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 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. All Exhibits attached hereto are incorporated herein and made a specific part hereof. SECTION 2: The appropriate City Officials are hereby authorized to award invitation for Bid No_ 15-10B and Request for Quotation No. 15-18Q; and execute the required leasing agreements for temporary shelters with Advanced Modular Structures, Inc., as identified in Exhibits 5 and 6 attached hereto and incorporated herein, and to ' execute the agreements for the temporary shelters with Advanced Modular Structures, Inc.at a cost not to exceed $96,200.00 for Fire Station 78 and $48,371.00 for Fire Station 116. SECTION 3: The City Manager or his designee is hereby authorized to make changes and issue change orders in accordance with the thresholds and provisions delineated in Section 6-1470)(2) of the Tamarac Procurement Code. SECTION 4: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or in application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become, effective immediately upon its I passage and adoption. TR 12633 Page 4 April 8, 2015 PASSED, ADOPTED AND APPROVED this day of A 2015. HARRY DRESSLER, MAYOR ATTEST: PATRICIA TEUFEL, CMC CITY CLERK RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: VICE MAYOR BUSHNELL DIST 2: COMM. GOMEZ DIST 3: COMM. GLASSER DIST 4: COMM. PLACKO I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAMUEL S. GOREN CITY ATTORNEY 1 1 City of Tamarac I Purchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND ADVANCED MODULAR STRUCTURES, INCORPORATED THIS AGREEMENT is made and entered into this 13 day of , 2015 by and between the City of Tamarac, a municipal corporation with principal Aces located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Advanced Modular Structures, Inc.., a Florida corporation with principal offices located at 1911 NW 15th Street, Pompano Beach, Florida 33069 (the "Contractor") to provide a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1) The Contract Documents The Contract Documents consist of this Agreement, Bid Document No. 15-10B, including all conditions therein, (General Terms and Conditions, Special Conditions anofor Special Provisions), drawings, Technical Specifications, all addenda, the Contractor's bid/proposal included herein, 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 Invitation for Bid #15-10B as issued by City, and Contractor's Proposal, Invitation for Bid #15-1013 as issued by City shalt take precedence over the Contractor's Proposal. Furthermore, in the event of a conflict between this document and any other Contract Document, this Agreement shalt prevail. 2) The Work 2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents for a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel located at 4890 NW 50 h Street, Tamarac, FL. 2.1.2 General; Temporary building shall be approximately 24' x 68'. Setup to consist of dry stack block foundation utilizing above grade pads in accordance with the specifications -and drawings included in Bid Document 15-10B. 2.1.3 Term: City shall lease the temporary building for a period of twenty (20) months, and shall reserve the right to lease the building for an additional period on a monthly basis for up to 6 additional months. Agreement City of Tatnarac ��' Purchasing and Contracts Division 2.1.4 Contractor shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner_ Contractor shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Contractor shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Contractor's expense. 2.1.5 Contractor shall provide the City with seventy-two (72) hours written notice prior to the beginning of work under this Agreement and prior to any schedule change with the exception of changes caused by inclement weather. 2.1.6 Contractor 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 Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 3) Insurance 3.1. Contractor shall obtain at Contractor'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. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor 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 Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4) Time of Commencement and Substantial Completion 4.1 The work to be performed under this Agreement shall be commenced after City execution of the Agreement and not later than ten (10) days after the date that Contractor receives the City's Notice to Proceed. The work shall be substantially completed within (45) calendar days from issuance of City's Notice to Proceed, subject to any permitted extensions of time Agreement Cify of Tamarac Purchasing and Contracts Division under the Contract Documents. For the purposes of this Agreement, completion shall mean the issuance of final payment. 4.2 During the pre -construction portion of the work hereunder, the parties agree to work diligently and in good faith in performing their obligations hereunder, so that all required permits for the construction portion of the work may be obtained by City in accordance with the Schedule included in the Contract Documents. In the event that any delays in the pre - construction or construction portion of the work occur, despite diligent efforts of the parties hereto, and such delays are the result of force majeure or are otherwise outside of the control of either party hereto, then the parties shall agree on an equitable extension of time for substantial completion hereunder and any resulting increase in general condition cost. 5) Contract Sum The Contract fixed Monthly lease payment by City to Contractor is Three Thousand Eight Hundred Twenty Dollars and No Cents ($3,820.00) per Month for an anticipated period of twenty (20) months. In the event that the City requires an additional one (1) to six (6) months of use after the initial twenty (20) month period has elapsed, the Monthly Lease payment by City to Contractor will be Three Thousand Three Hundred Dollars and No Cents ($3,300.00) for each month in that contingency period. 6) Payments Payment will be made monthly for the length of the lease rental term. Invoices must bear project name, project number and bid P.O. number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All applicable Releases of Liens and Affidavits shall be provided with the first month's invoice. All payments shall be governed by Florida Prompt Payment Act, F.S., Part VII, Chapter 218_ City desires to be able to make payments utilizing City's Visa Procurement Card as a means of expediting payments. It is highly desirable that the successful proposer have the capability to accept a Visa Procurement/Credit card as a means of payment. 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 Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Contractor'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 Contractor 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 Contractor 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 Agreement City of Tamarac Purchasing and Contracts Derision perform in accordance with the requirements of this Agreement. The City shalt be the sole judge of non-conformance and the quality of workmanship. 8) Change Orders 8.1 Without invalidating the contract, without any monetary compensation, and without notice to any surety, the City reserves and shall have the right to make increases, decreases or other changes to the work as may be considered necessary or desirable to complete the proposed construction in a satisfactory manner. The Contractor shall not start work pursuant to a change order until the change order setting forth the adjustments is approved by the City, and executed by the City and Contractor. Once the change order is so approved, the Contractor shall promptly proceed with the work. All Change Orders shalt include overhead and profit, not to exceed five percent (5%) and five percent (5%) respectively. 8.2 The Contract Price constitutes the total compensation (subject to authorized adjustments, if applicable) payable to the Contractor for performing the work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at Contractor's expense without change in the Contract Price or Time except as approved in writing by the City. 8.3 The Contract Price and/or Time may only be changed by a Change Order. A fully executed change order for any extra work must exist before such extra work is begun. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party promptly (but in no event later than 15 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. The amount of the claim with supporting data shall be delivered (unless the City allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts to which the claimant is entitled as a result of the occurrence of said event. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this Paragraph. 8.4 The Contract Time may only be changed by a Change Order. A fully executed change order must exist prior to extension of the contract time. 8.5 Any claim for an extension of the Contract Time shall be based on written notice delivered by the party making the claim to the other party no later than fifteen (15) days after the occurrence of the event giving rise to the claim. Notice of the extent of the claim shall be delivered with supporting data and stating the general nature of the claim. Contractor hereby agrees to waive rights to recover any lost time or incurred costs from delays unless Contractor has given the notice and the supporting data required by this Paragraph. 8.6 Extensions of time shall be considered and will be based solely upon the effect of delays to the work as a whole. Extensions of time shall not be granted for delays to the work, unless the Contractor can clearly demonstrate that such delays did or will, in fact, delay the progress of work as a whole. Time extensions shall not be allowed for delays to parts of the work that are not on the critical path of the Agreement City of Tamarac Purchasing and Contracts Division project schedule. Time extensions shall not be granted until all float or contingency time, at the time of delay, available to absorb specific delays and associated impacts is used. 8.7 In the event satisfactory adjustment cannot be reached by City and Contractor for any item requiring a change in the contract, and a change order has not been issued, City reserves the right at its sole option to terminate the contract as it applies to these items in question and make such arrangements as City deems necessary to complete the work. The cost of any work covered by a change order for an increase or decrease in the contract price shall be determined by mutual acceptance of a Guaranteed Maximum Price by City and Contractor. if notice of any change in the contract or contract time is required to be given to a surety by the provisions of the bond, the giving of such notice shall be the Contractor's responsibility, and the amount of each applicable bond shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City Failure of the Contractor to obtain such approval from the Surety may be a basis for termination of this Contract by the City. 9) No Damages for Delays ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THE AGREEMENT. EXCEPT AS PROVIDED HEREIN, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST THE CITY BY REASON OF AW DELAYS. Contractor shall not be entitled to an increase in the construction cost or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by Contractor for hindrances or delays due solely to fraud, bad faith or active interference on the part of City or its agents. In addition, if Contractor is delayed at any time in the progress of the Work by an act or neglect of the City's employees, or separate contractors employed by the City, or by changes ordered in the Work, or by delay authorized by the City pending arbitration, then the Contract Time shall be reasonably extended by Change Order, and the Guaranteed Maximum Price shall be reasonably increased by Change Order in order to equitably increase the general conditions component of the Guaranteed Maximum Price. Furthermore, if Contractor is delayed at any time in the progress of the Work by labor disputes, fire, unusual delay in deliveries, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the Contractor's control, or by other causes which the City and Contractor agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. Otherwise, Contractor shall be entitled only to l extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to that extent specifically provided above. No extension of time shall be granted for delays resulting from normal weather conditions prevailing in i the area as defined by the average of the last ten (10) years of weather data as 5 Agreement City of Tamarac Purvhasing and Contracts Division recorded by the United States Department of Commerce, National Oceanic and Atmospheric Administration at the Fort Lauderdale Weather Station. 10) Waiver of Liens As applicable, prior to first invoice, a final waiver of lien shall be submitted by all suppliers, subcontractors, and/or Contractors who worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by the Contractor shall release City from all claims of liability by Contractor in connection with the agreement. 11) Warranty Contractor warrants the modular facility against defect for a period of one (1) year from the date of installation and inspection. In the event that defect occurs during this time, Contractor shall perform such steps as required to remedy the defects. Contractor shall be responsible for any damages caused by defect to affected area or to interior structure. 12) Indemnification 12.1 Contractor shall indemnify and hold harmless City, its elected and appointed of,,,ciais, employees, and agents from any and all claims, suits, a&iC 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 Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of 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 claim may be made after the termination hereof. 12.2 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. 13) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Contractor and its sub -contractors 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 Contractor will take affirmative action to ensure that employees and those of its sub -contractors 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 Agreement City of Tamarac Purchasing and Contracts Division 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 Contractor and its sub -contractors 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 Contractor further agrees that he/she will ensure that all sub -contractors, if any, will be made aware of and will comply with this nondiscrimination clause. 14) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor 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 Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor 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 Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 16) Assignment and Subcontracting Contractor 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. 16) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by 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: Ag"tmnf City of Tamarac Purchasing and Contracts DMsion 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 CONTRACTOR Advanced Modular Structures, Inc. 1911 NW 15" Street Pompano Beach, FL 33069 ATTN: Patricia A. Willis, Treasurer (954) 960-1550 Voice (954) 960-0747 (Fax) pwillis(aD-advancedmodular. com 17) Termination 17.1 Termination for Convenience: This Agreement may be terminated by City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify city against loss pertaining to this termination. 17.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor 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 Contractor of written notice of such neglect or failure. 18) 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. Agreement City of Tamarac Purchasing and Contracts Division 19) 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. 20) Signatory Authority The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 21) 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 the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the 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. 22) Uncontrollable Circumstances 22.1 Neither the City nor Contractor 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, Sigiflining, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 22.2 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. 23) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged 9 Agreement City of Tamarac Pumhasing and Contracts Division herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 24) 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. 25) Contingent Fees Contractor warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor 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 Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement 26) Public Records 26.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 26.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 26.1.2 Provide the public with access to such public records on the same terms s that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 26.1.3 Ensure .~at. public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 26.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 26.2 The failure of Contractor to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the City shall enforce the Default in accordance with the provisions set forth in Article 17, "Termination", herein. Agreement City of Tamarac Purchasing and Contracts Division 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 CONTRACTOR, signing by and through its duty authorized to execute same. ```\NIttlftl1J/r/ AC �Q o ATTEST: �ROIIVAV0,\\\ ` Patricia A. Teufel, CIVIC City Clerk rt TAMARAC Harry Dressler, Mayor Date Michael C. Cernech, City Marfager Date �p S Approved as to form and legal sufficiency: Date City Attorney Date ATTEST: L::2�e_h� Sign Corporate Secretary Gary Willis Type/Print Name of Corporate Secy. (CORPORATE SEAL) ADVANCED MODULAR STRUCTURES, INC. Company Name- / Sign r # President Gary Willis Type/ rint Name of President C 4 �. Date Agreement City of Tamarac Purchasing and Co:itlacts Division CORPORATE ACKNOWLEDGEMENT STATE OF S COUNTY OFF .� vJQC O : 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 Gary Willis, President of Advanced Modular Structures, 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 f�, 2015. NOTARYPUSLIC-STATE @F g tune of Notary Public j %Qmm s�si A Madura 112 State of Florida at Large t Expires: DULY 09, 20I5 BONDED TnU ATI.MMC BONDVO M INC 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. Agreement • City of Tamarac Purchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND ADVANCED MODULAR STRUCTURES, INCORPORATED THIS AGREEMENT is made and entered into this /3 day of /1 2015 by and between the City of Tamarac, a municipal corporation with principal Aces located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY') and Advanced Modular Structures, Inc.., a Florida corporation with principal offices located at 1911 NW 15th Street, Pompano Beach, Florida 33069 (the °Contractor") to provide a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1) The Contract Documents The Contract Documents consist of this Agreement, Quotation Document No. 15-18Q, including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Contractor's quotation included herein, 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 Request for Quotation #15-18Q as issued by City, and Contractor's Proposal, Quotation #15-18Q as issued by City shall take precedence over the Contractor's Quotation. Furthermore, in the event of a conflict between this document and any other Contract Document, this Agreement shall prevail. 2) The Work 2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents for a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel located at 7200 University Drive, Tamarac, Florida 33321. 2.1.2 General: Temporary building shall be approximately 12' x 72'. Setup to consist of dry stack block foundation utilizing above grade pads in accordance with the specifications and drawings included in Bid Document 15-180. 2.1.3 Term: City shall lease the temporary building for a period of twenty- four (24) months. Agreement 'City of Tamarac Purchasing and Contracts Division 2.1.4 Contractor shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor shall comply with all OSHA. safety rules and regulations in the operation of equipment and in the performance of the work. Contractor shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Contractor's expense. 2.1.5 Contractor shall provide the City with seventy-two (72) hours written notice prior to the beginning of work under this Agreement and prior to any schedule change with the exception of changes caused by inclement weather. 2.1.6 Contractor 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 Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 3) Insurance 3.1. Contractor shall obtain at Contractor'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. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor 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 Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4) Time of Commencement and Substantial Completion 4.1 The work to be performed under this Agreement shall be commenced after City execution of the Agreement and not later than ten (10) days after the date that Contractor receives the City's Notice to Proceed. The work shall be substantially completed within (45) calendar days from issuance of City's Notice to Proceed, subject to any permitted extensions of time Agreement City of Tamarac Purchasing and Contracts Division under the Contract Documents. For the purposes of this Agreement, completion shall mean the issuance of final payment. 4.2 During the pre -construction portion of the work hereunder, the parties agree to work diligently and in good faith in performing their obligations hereunder, so that all required permits for the construction portion of the work may be obtained by City in accordance with the Schedule included in the Contract Documents. In the event that any delays in the pre - construction or construction portion of the work occur, despite diligent efforts of the parties hereto, and such delays are the result of force majeure or are otherwise outside of the control of either party hereto, then the parties shall agree on an equitable extension of time for substantial completion hereunder and any resulting increase in general condition cost. 5) Contract Sum The Contract fixed Monthly Lease payment by City to Contractor is One Thousand Eight Hundred Nineteen Dollars and No Cents ($1,819.00) per Month for an anticipated period of twenty-four (24) months. Additional one-time charges will be as follows: Delivery Charges of Two -Thousand Eight Hundred Forty Dollars and No Cents ($2,840.00). 2. Return Charges of One Thousand Eight Hundred Seventy -Five Dollars and No Cents ($1,875.00). S) Payments Payment will be made monthly for the length of the lease rental term. Invoices must bear project name, project number and bid P.O. number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. All applicable Releases of Liens and Affidavits shall be provided with the first month's invoice. All payments shall be governed by Florida Prompt Payment Act, F.S., Part VI1, Chapter 218. City desires to be able to make payments utilizing City's Visa Procurement Card as a means of expediting payments. It is highly desirable that the successful proposer have the capability to accept a Visa Procurement/Credit card as a means of payment. 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 Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Contractor'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 Contractor 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 Agreement 'Co of Tamarac Purchasing and Contracts Division Contractor 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) Change Orders 8.1 Without invalidating the contract, without any monetary compensation, and without notice to any surety, the City reserves and shall have the right to make increases, decreases or other changes to the work as may be considered necessary or desirable to complete the proposed construction in a satisfactory manner. The Contractor shall not start work pursuant to a change order until the change order setting forth the adjustments is approved by the City, and executed by the City and Contractor. Once the change order is so approved, the Contractor shall promptly proceed with the work. All Change Orders shall include overhead and profit, not to exceed five percent (5%) and five percent (5%) respectively. 8.2 The Contract Price constitutes the total compensation (subject to authorized adjustments, if applicable) payable to the Contractor for performing the work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at Contractor's expense without change in the Contract Price or Time except as approved in writing by the City. 8.3 The Contract Price and/or Time may only be changed by a Change Order. A fully executed change order for any extra work must exist before such extra work is begun. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party promptly (but in no event later than 15 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. The amount of the claim with supporting data shall be delivered (unless the City allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts to which the claimant is entitled as a result of the occurrence of said event. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this Paragraph. 8.4 The Contract Time may only be changed by a Change Order. A fully executed change order must exist prior to extension of the contract time. 8.5 Any claim for an extension of the Contract Time shall be based on written notice delivered by the party making the claim to the other party no later than fifteen (15) days after the occurrence of the event giving rise to the claim. Notice of the extent of the claim shall be delivered with supporting data and stating the general nature of the claim. Contractor hereby agrees to waive rights to recover any lost time or incurred costs from delays unless Contractor has given the notice and the supporting data required by this Paragraph. 8.6 Extensions of time shall be considered and will be based solely upon the effect of delays to the work as a whole. Extensions of time shall not be granted for delays to the work, unless the Contractor can clearly demonstrate that such delays Agreement 'City of Tamarac Purchasing and Contracts Division did or will, in fact, delay the progress of work as a whole. Time extensions shall not be allowed for delays to parts of the work that are not on the critical path of the project schedule. Time extensions shall not be granted until all float or contingency time, at the time of delay, available to absorb specific delays and associated impacts is used. 8.7 In the event satisfactory adjustment cannot be reached by City and Contractor for any item requiring a change in the contract, and a change order has not been issued, City reserves the right at its sole option to terminate the contract as it applies to these items in question and make such arrangements as City deems necessary to complete the work. The cost of any work covered by a change order for an increase or decrease in the contract price shall be determined by mutual acceptance of a Guaranteed Maximum Price by City and Contractor. If notice of any change in the contract or contract time is required to be given to a surety by the provisions of the bond, the giving of such notice shall be the Contractor's responsibility, and the amount of each applicable bond shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City Failure of the Contractor to obtain such approval from the Surety may be a basis for termination of this Contract by the City. 9) No Damages for Delays ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THE AGREEMENT, EXCEPT AS PROVIDED HEREIN, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST THE CITY BY REASON OF ANY DELAYS. Contractor shall not be entitled to an increase in the construction cost or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by Contractor for hindrances or delays due solely to fraud, bad faith or active interference on the part of City or its agents. In addition, if Contractor is delayed at any time in the progress of the Work by an act or neglect of the City's employees, or separate contractors employed by the City, or by changes ordered in the Work, or by delay authorized by the City pending arbitration, then the Contract Time shall be reasonably extended by Change Order, and the Guaranteed Maximum Price shall be reasonably increased by Change Order in order to equitably increase the general conditions component of the Guaranteed Maximum Price. Furthermore, if Contractor is delayed at any time in the progress of the Work by labor disputes, fire, unusual delay in deliveries, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the Contractor's control, or by other causes which the City and Contractor agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. Otherwise, Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to that extent specifically provided above. No extension of time shall be granted for delays resulting from normal weather conditions prevailing in Agreement 'City of Tamarac Purchasing and Contracts Division the area as defined by the average of the last ten (10) years of weather data as recorded by the United States Department of Commerce, National Oceanic and Atmospheric Administration at the Fort Lauderdale Weather Station. 10) Waiver of Liens As applicable, prior to first invoice, a final waiver of lien shall be submitted by all suppliers, subcontractors, and/or Contractors who worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by the Contractor shall release City from all claims of liability by Contractor in connection with the agreement. 11) Warranty Contractor warrants the modular facility against defect for a period of one (1) year from the date of installation and inspection. In the event that defect occurs during this time, Contractor shall perform such steps as required to remedy the defects. Contractor shall be responsible for any damages caused by defect to affected area or to interior structure. 12) Indemnification 12.1 Contractor shall indemnify and hold harmless 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 Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of 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 claim may be made after the termination hereof. 12.2 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. 13) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Contractor and its sub -contractors 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 Contractor will take affirmative action to ensure that employees and those of its sub -contractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political Agreement 'City of Tamarac Purchasing and Contracts division 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 corripensrs?;on; and selection for training, including apprenticeship. The Contractor and its sub -contractors 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 Contractor further agrees that he/she will ensure that all sub -contractors, if any, will be made aware of and will comply with this nondiscrimination clause. 14) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor 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 Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The.Contractor 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 Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 16) Assignment and Subcontracting Contractor 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. 16) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by 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 'City of Tamarac Purchasing and Contracts Division 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 CONTRACTOR Advanced Modular Structures, Inc. 1911 NW 151h Street Pompano Beach, FL 33069 ATTN: Patricia A. Willis, Treasurer (954) 960-1550 Voice (954) 960-0747 (Fax) Pwillis(cD-advancedmodular.com 17) Termination 17.1 Termination for Convenience: This Agreement may be terminated by City for convenience, upon seven (7) days of written notice by the terminating party to the other party ,for such termination in which event Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify city against loss pertaining to this termination. 17.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor 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 Contractor of written notice of such neglect or failure. 18) 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. Agreement City of Tamarac Purchasing and Contracts Division 19) 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. 20) Signatory Authority The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 21) 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 the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the 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. 22) Uncontrollable Circumstances 22.1 Neither the City nor Contractor 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. 22.2 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. 23) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged Agreement 'City of Tamarac Purchasing and Contracts Division herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 24) No Construction Against Drafting Party Each party to this Agreement express'y 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. 25) Contingent Fees Contractor warrants it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor 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 Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement 26) Public Records 26.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 26.1.1 Keep and maintain public records tl -at ordinarily and necessarily would be required by the City in order to perform the service; 26.1.2 Provide the public with access to such public records on the same terms s that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 26.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 26.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 26.2 The failure of Contractor to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the City shall enforce the Default in accordance with the provisions set forth in Article 17, "Termination", herein. Agreement ' City of Tamarac IPurchasing and Contracts Division 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 CONTRACTOR, signing by and through its duly authorized to execute same. ATTEST: �ARD•C .. (1 _ rrntttttti� IcPatricia A. Teufel, CMC City Clerk �l5 Dale ATTEST: Sig r of Corporate Secretary Gary Willis Type/Print Name of Corporate Secy. (CORPORATE SEAL) 1 OF TAMARAC Harry Dressler, Mayor Date Mi hael C. Cernech, City Manager Date Apploved as form an legal sufficiency: City Attorney 112- Date ADVANCED MODULAR STRUCTURES, INC- Company Name / Signat resident Gary Willis Type/Pri t N me of President Date Agreement City of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF" S 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 Gary Willis, President, of Advanced Modular Structures, 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 o`� C ,` 2015. �� NOTAxYPU$LIC-STAY FPLORiD Ig tUre of Notary Public .'1% Martin Madura i COMR i Oa # EE109112 State of Florida at Large Expires: JULY 09, 2015 BCNDCD THRU ATIM-PIC BONDING CO, INC. 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. Agreement TR#12697 - EXHIBIT 2 ,4 y1 i li f,✓ l ADY�nCED M: ODULAR STRUCTURES, INC. CGCO57488 ECA001954 1911 N.W. 15th Street, Pompano Beach, FL 33069 Submitted by: Patti Willis Phone: 954-960-1550 Fax: 954-960-0747 Date: 08/24/2015 CUSTOMER: SHIP TO: City of Tamarac Fire Station #36 7200 N. University Dr. Tamarac, FL Attn: Percy Phone #: Fax #: DESCRIPTION 12'x 44' Modular Office. Hardi Panel Exterior siding w/Stucco Appearance, drywall interior, carpet/tile and central A/C per attached floor plan. Rental Quotation LEASE TERM: 24 mo. MONTHLY LEASE RATE: $275.00 DELIVERY: $315.00 PICK UP: $315.00 SET UP: $695.00 TEAR DOWN: $110.00 OPTIONS: (Please initial desired option and specify quantity if applicable) 1) Step Rental: Type: , per me. each, Step Installation: 2) Comprehensive Trailer Insurance with $1000.00 deductible: Customer to provide per mo. 3) Handicap Ramp: per mo., Handicap Ramp Installation/Return: 4) Window Security Screens: $125.00 each 5) Door Security Gates: $425.00 each 6) Sealed Foundation Plans $75.00 each, Quantity 7) Sealed Building Plans with Foundation Details $175.00 each, Quantity Other: Additional landing to tie into 12x64 building to utilize one ramp $50.00 per mo. Skirting $2100.00 Misc.: • Setup consists of dry stack block, level and tie down on grass or gravel type surfaces. AMS must be notified if unit is being set up on concrete or asphalt surfaces prior to delivery. • All permits, site -work, site preparation, utility preparation, utility installation and utility locates by Sunshine State One Call of Florida ((800) 432-4770) to be acquired or done by the customer. • Site must be accessible by truck. If additional equipment is required for placement, customer will reimburse AMS at cost plus 15%. Please make sure your site is ready for the work requested. Waiting time charges will be billed if the driver must wait for any reason at delivery or trailer return. • Comprehensive insurance and proof of General Liability is required. • All charges subject to sales tax. Prorated tangible property tax will be billed with monthly rental. • If trailer is refused at delivery, customer is responsible for freight charge(s) incurred by AMS. • Lease commences on the day of delivery or the requested delivery date, whichever shall occur first. • Quotation good for 30 days and subject to availability. Customer Approval Print Name Delivery Date Requested Customer Purchase Order (if applicable) t y of "1ama. ac hirchcui g, and Contracts /Xvisio,r AGREEMENT AMENDMENT #1 TO AGREEMENT BETWEEN THE CITY OF TAMARAC AND ADVANCED MODULAR STRUCTURES, INC. The CITY OF TAMARAC (the "City") and Advanced Modular Structures, Inc., a Florida corporation with principal offices located at 1911 NW 15tr' Street, Pompano Beach, Florida 33069 agree to execute Amendment #1 to the original Agreement dated May 13, 2015 for the purpose of providing a Florida Building Code compliant Modular Building for R2 Occupancy for Fire Rescue Personnel located at 7200 University Drive, Tamarac, Florida 33321, referred to as Temporary Fire Station #36. 1. Amend Section 5 "Contract Sum" of the Agreement as follows (changes are shown in strike-through/underline format): 5) Contract Sum The Contract fixed Monthly Lease payment by City to Contractor is Two Thousand One Hundred Forty -Four Dollars and No Cents ($2,144.00) 84e per Month for an anticipated period of twenty-four (24) months. This cost shall include a cost of One Thousand Eight Hundred Dollars and No Cents ($1,819.00) for the primary living area, Two Hundred Seventy -Five Dollars and No Cents ($275.00) for the dayroom area, and Fifty Dollars and No Cents ($50.00) for a landing unit to tie the primary living area to the dayroom area. Additional one-time charges will be as follows: 1. Delivery Charges of Two -Thousand Eight Hundred Forty Dollars and No Cents ($2,840.00) for the primary living area, and Three Hundred Fifteen Dollars and No Cents ($315.00) for the dayroom area. 2. Return Charges of One Thousand Eight Hundred Seventy -Five Dollars and No Cents ($1,875.00) for the primary living area. and Three Hundred Fifteen Dollars and No Cents ($315.00) for the dayroom area. 3. Set-up Charges of Six Hundred Ninety -Five Dollars and No Cents ($695.00) for the dayroom Area. 4. Tear down Charges of One Hundred Ten Dollars and No Cents ($110.00) for the dayroom Area. r • 14 C'iiy, o?' Kon"Iracr Purchasing and C O;Ilnewzs Divasiw 5. The following additional options will be required for the dayroom area: a. Skirting for dayroom: Two Thousand Five Hundred Dollars and No Cents ($2,500.00). b. Skirting for primary living area: Two Thousand Eight Hundred Fifty Dollars and No Cents ($2.850.00). 2. Assignment of Lease Payments Addendum #1 to Agreement attached hereto is incorporated herein as a Rider to the Agreement dated May 13 2015 in order to provide for the written assignment of lease payments for financing purposes only. Contractor shall maintain all responsibility for performance under the Agreement. (IF1' ( o;I 1;wctS z)itYSlf""! IN WITNESS WHEREOF, the parties hereby have made and executed this _— Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor and its City Manager, and CONTRACTOR by its duly authorized representative to execute same. \ AC _ 0 ATT T: Patricia A. Teufel, CMC City Clerk Date ATTEST: (C7at"ecretary) Gary Willis Type/Print Name of Corporate Secy (CORPORATE SEAL) CITY OFT ARAC Harry Dresser, Mayor Date ichael C. Cernech, City Ma a er Date Approved as to form and legal sufficiency: Samue . Goren, CitAttorney Date ADVANCED MODULAR STRUCTURES, INC. Company Name Sig tare ontractor Gary Willis Type/Print Name of President Date