HomeMy WebLinkAboutCity of Tamarac Resolution R-2015-036TR 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
$967200 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
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:
passage and adoption.
This Resolution shall become effective immediately upon its
PASSED, ADOPTED AND APPROVED
ATTEST:
PATRICIA TEUFEL, CMC
CITY CLERK
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
SAMUEL S. GOREN
CITY ATTORNEY
th is
TR 12633
Page 4
April 8, 2015
HARRY DRESSLER, MAYOR
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
DIST 1: VICE MAYOR BUSHNELL ' --
DIST 2: COMM. GOMEZ E'
DIST 3: COMM. GLASSER
DIST 4: COMM. PLACKO -�
.I.
City of Tornarac Purchasing and Contracts DIVISion
AGREEMENT
BETWEEN THE CITY OF TAMARA
U041
ADVANCED MODULAR STRUCTURES, INCORPORATED
THIS AGREEMENT As made and entered into this ,13 day ofN-941-%,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 15t"
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
and/or Special Provisions), drawings, Technical Specifications, all addenda, the
Contractor's bid/proposal included herein, and all modifications issued after execution of
this Agreement. i nese 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 #15-10E3 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 50t" 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.
Agiee ent
A
it y Cie 181marac 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
3.11. 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
J
2 Agreement
Ll
3-
City of TTamarac 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 pease payment by City to Contractor is Three
Thousand Eight HundrFd 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.U. 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.�,, 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
0
Agreement
1RMARAG
City of T ainarac 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 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.
8.6 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
Agieement
r
r
"it), 0 1"di n ar ac 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, orb changes ordered in the Work, or b
Y g Y
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
q
City € f Tamarac Purchasing and Contracts Division
recorded by
the United States
Department of
Commerce, rational 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 ofF,,Aals, employees, and agents from any and all claims, suits,
anti^ram, damages, liability, and expenses(includingattorne s' fees in
y )
connection with loss of life, bodily of 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
a...w ..�.._.._....._. ......... ........._..� ._.�.......�...... 6_..._........�..........�,_..�...� � �.._..�.............�....... _.......�..�................_ �.....�..�..�..�...�.� Agreement
0
-City of i am rrcac 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
suh-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 an other party, it must be given by written notice either delivered in person, sent by
Y .
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
Agreement
a
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 Attorn y 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 N W 15#" Street
Pompano Beach, FL 33069
ATTN: Patricia A. Willis, Treasurer
(954) 960-1550 Voice
(954) 960-0747 (Fax)
pwillis@advancedmodular.com
17) Termination
17.1 Termination for Convenience: This Agreement may be
City for convenience, upon seven (7) days of written
terminating party to the other party for such termination
terminated by
notice by the
n 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
r2
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) U-1-tcontrollable 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
..
r
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 or upon resulting from
p g
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 16at 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
odw
4y of Tatnarac
Purchasing D17d 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.
`` 1% i r 11ji/,f
J/0'
`� gyp•.,....... � .
• i
... oCO Goi
-
.._
i� • •
ATTEST. 04WAF0
Patricia A. Teufel, CIVIC
City Clerk
I
TAMARAC
Harry Dressler, Mayor
Date � �Me �
- of -
m
Approved as to form and legal sufficiency:
4;7
Date
ATTEST: ADVANCED MODULAR STRUCTURES, INC.
Company Name
Sign Corporate Secretary Sign r f President
Gary Willis
Type/Print Name of Corporate Secy.
(CORPORATE SEAL)
Gary Willis
Type/print, Name of President
(A \ 13� \ \'�-
��..........�_....._ .___..... ,..�....� .._._ �._.a....�w.__�.M�.�..._....� �.� .�...�..�_......�..M .. _._.. a.a._...................._.......�........._ _ .�.�....._.._..�._ _.�._..._.._,...__.._�.�.._..�_...�........ .........._............._..� �.w.�....._.�..�.._..Agreetnent
1*
M�M M, I-c-4 flci:4 i1i I;cl, R
STATE OF �,..
--- : S
r.
COUNTY OF F a
I HEREBY CERTIFY that on this day, before me, are Officer duly authorized in the State
aforesaid and in the County aforesaid try tame 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 C� _, day of 2015.
NOTARY PUBLIC -STATE OF FLURIDAC
+,,,,,,'s.,•,,, Martin Madura
M
Commission # EE109112
�''•,.,,,..,.'�' Expires: XULY 09, 2015
BOND, U ATL hN-nc BONDING CO., INC.
ig""Mature of Notary Public
State of Florida at Large
Print, Type or Stamp
Name of Notary Public
Personally known to me or
F] Produced Identification
Type of I.D. P rod u ced
F-1 DID take an oath, or
❑ DID NOT take an oath.
Agree. ment
0
i ?
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
ADVANCED MODULAR STRUCTURES, INCORPORATED
THIS AGREEMENT is made and entered into this /3 day ofM411-N, 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 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, 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.
................................................ ........_.................................... _.... _.... ...._..w........... _........ .................. .... ...._._...........................................................
....
............r............._....................�_ ....�..............._.......
..................�........_............................
....................._._..........�r-
'City of Tamarac Purchasing and Contracts DivisioI7
2.1.4 Contractor shall supervise the workforce to ensure that all workers
conduct themselves and perform their work in a safe and
professional manner. Contractor shall comply with all OSHA. safety
y
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
Taws 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 beginningwork
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
........................_ _..._.......�.......................... _..... .r.._..r......._.._............ ........... _.... ...................... .......... ........w.............. ....... ....... ...................... .._.__...._............. ._._.......... ._...... _.._..........,.......... _.................. �...err..ent
r
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 art hereto then
party ,
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
Y
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
...............................__.._-_.....n.._........................... ................................................ ....................................................................................... _.............................. ....................... _..................................... ..............................
Agreement
f
`City of Tamarac � ... _._ _ �._ �.�.,.�....� . �.._.._.�.....w.. �� Purchasing d Contracts DiViSiO17
Contractor correct all deficiencies in the work to bring the work into conformance
without additional cost to the City, and / or any replace personnel who fail to
p
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 res .
(5%) respectively.
y
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 b the Contractor
g Y
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.
8.6 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
..................._..................r........................................._..._...........................................�..................................................r............_.�...._........................ __...................................................................,............... .Agreement
..... eent
R fi RR
'City o 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
p Y
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
. Y
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 recovery of
p ry
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
Y
time in the progress of the Work by an act or neglect of the Cityemployees, 's em to ees 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
..............._................................I............................................................................................._._..........................._...._.._......................................................................... ..
M
'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 bold 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
......................................... ........................................ ............ ............................... ...................................... _ ...................._............................................................................................................._.................................................................................................................................................................._.-
reement
i
'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 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:
........... .n.._._........................... ........................................ ....... .._.... _.............................. _................................... ...... ... ......................................................... ................................... ............. ................... ................................. ...................... ............. ......... ........................................ _.....................................................
Agreement
I
City of Tamarac Purchasing d 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)
gwillisaadvancedmodular.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 for'ce 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
0
.....'Uhl 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
evidencing that the signatory for Contractor has
Agreement.
21) Severability; Waiver of Provisions
copies of requisite documentation
the authority to enter into this
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 shaii 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
............ ............................................ .................................................. ....... ........................................................................................................ _......... ........ ................. ............................................................... ............. ............... _...... ............... ..... .................................................................... .... .................. ......... ......
gent
'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 Par-fy
Each party to this Agreement expr-,-Z-;,�s' y reco nines 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,
cor
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 td 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 iat 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 a►nd the City shall enforce the Default
in accordance with the provisions set forth in A.rticl`. 17, "Termination", herein.
................ ..�........ ............................. ............................................... ._...._._..................................................... ................................................................ ......�............................................. ........................................._.................................................................................................................................._......_.......
x �, Agreement
c
` City- of Tamarac ��.. ... _.Purchasing and Contracts Division
IN WITNESS WHEREOF, the
on the respective dates under each
through its Mayor and City Manager,
duly authorized to execute same.
kRAn
wo
• S • 4
a;9
•
ATTEST: 1w,
........ V
d FiD
It 10\
Patricia A. Teufel, CIVIC
City Clerk
parties have made and executed this Agreement
signature. CITY OF TAMARAC, signing by and
and CONTRACTOR, signing by and through its
ITl( OF TAMARAC
Harry Dressier, Mayor
s-aLT , is
Date '401
Mi
ael C. Cernech, City Manager
40 / A-*
Date
.%l s Apt) -roved oved as o form an legal sufficiency:
Dam
�ity Attorney
ATTEST:
/I-
Sigqatd�of Corporate Secretary
Gary Willis
Type/Print Name of Corporate Secy.
(CORPORATE SEAL)
Date
ADVANCED MODULAR STRUCTURES, INC.
Company Name
Signaty.ry �Wresident
Gary Willis
Type/Print Ngme of President
A \ R
R...�.................................a............................................................_................................................................_.............................M.._.........................................................__...�.................._......._.........................................._�............................................................................... � .. r
v
i
' ty of Tamarac Purchasing any Contracts DiViSiO17
CORPORATE ACKNOWLEDGEMENT
STATE OFV Kc'-,
• S
COUNTY OFQ :
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.
4
WITNESS my hand and official seal this \ day o _ 2015.
NOTARY PUBLIC-STATMF FLORM4-
" -f Martin Madura
Commission # EE109112
"'••,,,��.,.''� Expires: JULY 09, 2015
BONDED THRU ATLANTIC BONDING CO., INC.
igrr6ture of Notary Public
State of Florida at Large
Print, Type or Stamp
Name of Notary Public
-Personally known to me or
❑ Produced Identification
Type of I.D. Produced
F-1 DID take an oath, or
[:] DID NOT take an oath.
12 Agreement