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HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-068Temp. Reso. 12504 Page 1 of 6 June 25, 2014 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2014 6a A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, CANCELLING THE AGREEMENT WITH THERMA SEAL ROOF SYSTEMS, LLC, ORIGINALLY APPROVED BY THE CITY COMMISSION VIA RESOLUTION R-2014-17; AWARDING BID NO. 14-15B TO AND APPROVING AN AGREEMENT WITH THERMA SEAL ROOF SYSTEMS, LLC. FOR THE REPLACEMENT OF THE ROOFING SYSTEM AT THE PARKS AND RECREATION ADMINISTRATION BUILDING LOCATED AT 6001 NOB HILL ROAD, IN ACCORDANCE WITH BID NO. 14-156 FOR A CONTRACT AMOUNT OF $146,51 Ov A CONTINGENCY IN AN AMOUNT OF $21,976, WILL BE ADDED TO THE PROJECT FOR A TOTAL PROJECT BUDGET OF $168,486; AUTHORIZING AN EXPENDITURE FROM THE APPROPRIATE ACCOUNTS; AUTHORIZING BUDGET AMENDMENTS AS NEEDED FOR PROPER ACCOUNTING PURPOSES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac strives to keep its public facilities and buildings maintained in a high level for its residents, citizens, and employees; and WHEREAS, the roof of the Parks and Recreation Administration Building located at 6001 Nob Hill Road, is in need of replacement due to normal deterioration resulting from time and weather; and WHEREAS, the timely replacement of the roof at the Parks and Recreation Administration Building is important for the long term care and maintenance of the building and will prevent costlier and more complex repairs in the future; and WHEREAS, funding for the roof , replacement at the Parks and Recreation Administration Building was included in the FY 2013 Capital Improvement Budget; and Temp. Reso. 12504 Page 2 of 6 June 25, 2014 WHEREAS, the City Commission approved the award of Bid No. 13-24B and execution of an Agreement for the Parks & Recreation Roof to Therma Seal Roof Systems, LLC at its meeting of February 12, 2014, through Resolution R-2014-17, a copy of such resolution is on file with the City Clerk; and WHEREAS, after award and execution of the Agreement, City Staff determined that the specifications originally bid for the project would not meet the operational requirements of the City for this project; and WHEREAS, City Staff determined that it was in the best interest of the City to cancel the Agreement awarded via Resolution R-2014-17, revise the project specifications and re- bid the project; and WHEREAS, the current recommendation is based upon the re -bid as Bid No. 14- 15B; and WHEREAS, the City of Tamarac publicly advertised Bid No.14-15B for the Parks and Recreation Administration Building Roof Replacement Project; incorporated herein by reference and on file in the office of the City Clerk; and WHEREAS, on December 4, 2013, five (5) bids were opened and reviewed in order to determine cost and responsiveness to the City's technical specifications, a bid tabulation is attached hereto as "Exhibit 1 ", incorporated herein and made a specific part of this resolution; and WHEREAS, upon review of proposals by City staff, it was determined Therma Seal Roof Systems LLC., submitted the lowest responsive and responsible bid and, meets the minimum experience requirements for the project; and Temp. Reso. 12504 Page 3of6 June 25, 2014 WHEREAS, Therma Seal Roof Systems, LLC possesses the required knowledge and experience for the Parks and Recreation Administration Building Roof Replacement Project and has agreed to the Terms and Conditions, Special Conditions, and Technical Specifications of Bid No. 14-15B; and WHEREAS, the Director of Public Services and the Purchasing & Contracts Manager have determined that it is in the best interest of the City of Tamarac to cancel the Agreement with Therma Seal Roof Systems, LLC, originally approved by the City Commission via Resolution R-2014-17; and WHEREAS, the City Commission of the City of Tamarac has determined that it is in the best interest of the City to cancel the Agreement with Therma Seal Roof System, LLC, originally approved by the City Commission via Resolution R-2014-17; and WHEREAS, it is the recommendation of the Public Services Director and Purchasing and Contracts Manager that the appropriate City Officials award Bid No. 14- 15B and execute the agreement with Therma Seal Roof Systems LLC., for the Parks and Recreation Administration Building Roof Replacement Project, attached hereto as "Exhibit 2", incorporated herein and made a specific part of this resolution; 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 award Bid No. 14-15B and execute the agreement for the Parks and Recreation Administration Building Roof Replacement Project with Therma Seal Roof Systems LLC., for a contract amount of $146,51 0; a contingency in the amount of $21,976 will be added to the project account, for a total project budget of $168,486. Temp. Reso. 12504 Page 4of6 June 25, 2014 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: 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 upon adoption hereof and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. SECTION 2: The Agreement with Therma Seal Roof Systems, LLC approved by the City Commission of the City of Tamarac via resolution R-2014-17 is hereby cancelled. SECTION I The City Commission HEREBY awards Bid No. 14-15B to Therma Seal Roof Systems LLC. and approves an Agreement between the City of Tamarac and Therma Seal Roof Systems LLC. ("the Agreement") and the appropriate City Officials are hereby authorized to execute the Agreement, hereto attached as "Exhibit 2", to provide for the roof replacement at the Parks and Recreation Administration Building. SECTION 4: An expenditure for a contract amount of $146,510; a contingency in the amount of $21,976 will be added to the project account, for a total project budget of $168,486 for said purpose is hereby approved to be funded from the appropriate budgeted accounts. SECTION 5: Funding for the Parks and Recreation Administration Roof Replacement for a contract amount of $146,510; a contingency in the amount of $21,976 will be added to the project account, for a total project budget of $168,486 is available in Project Number PW 13B in the General Capital Project Fund. SECTION 6: Temp. Reso. 12504 Page 5of6 June 25, 2014 The City Manager, or his designee, are hereby authorized to make changes, issue change orders in accordance with section 6-147 (j) of the City Code, and close the contract award including, .but not limited to making final payment within the terms and conditions of the contract and within the contract price. SECTION 7: All budget amendments for proper accounting purposes are hereby authorized. SECTION 8: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 9: 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. SECTION 10: its passage and adoption. Temp. Reso. 12504 Page 6of6 June 25, 2014 This Resolution shall become effective immediately upon PASSED, ADOPTED AND APPROVED this qt4-day of ,2014. ,or jq ATTEST: PATRICIA TEUF�EL, CIVIC CITY CLERK HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAMU CITY � EL S. GOREN ATTORNEY HARRY DRESSLER MAYOR RECORD OF COMMISSION VOTE: MAYOR DRESSLER !dAfw DIST 1: COMM. BUSHNE L� DIST 2: V/M GOMEZ l�If� DIST 3: COMM. DIST 4: COMM. GLAS ER_� PLACKO� TR 12504 Exhibit 1 SUN CATCHER ROOFING, INC. $1611150-00 ADVANCED ROOFING, INC. $188,782.00 *Opened on 5/8/2014 @ 2:00 PM* All recommendations for award are unofficial until Board review and approval. 4 AGREEMENT BETWEEN THE CITY OF TAMARAC AND THERMA SEAL ROOF SYSTEMS LLC THIS AGREEMENT is made and entered into this 4 day of--4, 2014 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Therma Seal Roof Systems LLC, a Florida corporation with principal offices located at 804 Old Dixie Highway, Suite 6, Lake Park, FL 33403, (the "Contractor") for the Re -Roof of the Parks Administration Building. 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. 14-15B, 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. 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 14-15B as issued by City, and Contractor's Proposal, 14- 15B 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. 2.1.2 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. 2.1.3 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. 1 Agreement U 2.1.4 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 (60) calendar days from issuance of City's Notice to Proceed, subject to any permitted extensions of time 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. 2 Agreement 5) Contract Sum The Contract Sum for the above work is One Hundred Forty Nine Thousand Five Hundred Ten Dollars ($149,510.00) that includes Bid Alternate No.2, Mechanical and Electrical work for Three Thousand Dollars $3,000.00, plus acceptance of Bid Alternate No.1, Replacement of Metal Decking as needed, at the bid unit price of Six Dollars ($6.00) per Square Foot, not to exceed One Thousand Two Hundred Dollars ($1,200.00). 6) Payments Payment will be made monthly for work that has been completed, inspected and properly invoiced. Retainage of ten percent (10%) will be deducted from monthly payments until 50% of project is complete. Retainage will be reduced to five percent (5%) thereafter. Retainage monies will be released upon satisfactory completion and final inspection of work. 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. Contractor shall invoice the City and provide a written request to City to commence the one (1) year warranty period. All necessary Releases of Liens and Affidavits and approval of Final Payments shall be processed before warranty period begins. 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 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 Agreement 0 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 claimants 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 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 4 Agreement 0 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 recorded by the United States Department of Commerce, National Oceanic and Atmospheric Administration at the Fort Lauderdale Weather Station. 10) Waiver of Liens Prior to final payment of the Contract Sum, 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. Agreement 11) Warranty Contractor warrants the work and material against defect for a period of one (1) year from the date of final payment. The roof manufacturer warranty provided by Contractor to City shall be a twenty (20) year "No Dollar Limit' warranty certificate. 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. The one (1) year warranty period does not begin until approval of final payment for the entire project, and the subsequent release of any Performance or Payment Bonds, which may be required by the original bid document. 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 performance of Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Contractor will take affirmative action to ensure that employees are treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall agree to post in conspicuous places, available to 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 Subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. Agreement l 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: 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 7 Agreement . I CONTRACTOR Therma Seal Roof Systems LLC 804 Old Dixie Highway, Suite 6 Lake Park, FL 33403 17) Termination 17.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the 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. 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 Contractorshall provide 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. 8 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 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. 1 Agreement r 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 t to . 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 President duly authorized to execute same. w" CTr Patricia A. Teufel, City Clerk 7/N' EST: SigDAtttfe of Corporate Secretary Dave Wikel Type/Print Name of Corporate Secy. (CORPORATE SEAL) Harry 17,0F TAMARAC Q%. _ ressle"r, Mayor j ro,-Oi / V Approved as to form and legal sufficiency: h� City Attorney Date Therma COMMY N Roof Svsterr& LL itiffature of President Dave W i ke I Type/Print Name of President Date 11 Agreement L CORPORATE ACKNOWLEDGEMENT STATE OF �- :SS COUNTY of I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Dave Wikel, President, Therma Seal Roof Systems, LLC, 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 , 2014. TO SAPIENZA Commission # FF 042521 Expires August 4, 2017 •.• ,R��`���` Bonded Thru Troy Fain tnsurence BM86-7019 M Signature of Notary Public State of Florida at Large Print, Type or Stamp Name of Notary Public 0/ Personally known to me or ❑ Produced Identification Type of I.D. Produced Idooe�Dl'l) DID take an oath, or NOT take an oath. Agreement