HomeMy WebLinkAboutCity of Tamarac Resolution R-2012-007Temp. Reso. # 12137
January 11, 2012
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2012 r
0'/:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AWARDING BID NO. 12-01 B TO
AND APPROVING AN AGREEMENT WITH JOHNSON-
DAVIS, INC. FOR THE TAMARAC PARALLEL CULVERT
PROJECT AT MAINLANDS PARK, NW 46 TH STREET, AND
70T" AVENUE, IN ACCORDANCE WITH BID NO. 12-01 B
FOR A CONTRACT AMOUNT OF $265,005; A
CONTINGENCY IN THE AMOUNT OF $39,750 WILL BE
ADDED TO THE PROJECT ACCOUNT, FOR A TOTAL
PROJECT BUDGET OF $304,775; AUTHORIZING AN
EXPENDITURE FROM THE APPROPRIATE ACCOUNTS;
AUTHORIZING BUDGET AMENDMENTS FOR PROPER
ACCOUNTING PURPOSES; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, City of Tamarac desires to provide its residents with a safe operational
stormwater drainage system throughout the City; and
WHEREAS, the City has completed its Stormwater Master Plan which identifies the
proposed parallel culvert improvement project as a priority for recommended improvement;
and
WHEREAS, the three (3) selected locations have been identified as potential bottle
necks within the drainage system; and
WHEREAS, adding a second parallel culvert pipe adjacent to the existing culvert
pipes in these locations will reduce the amount of headloss at these culvert crossings and
increase the capacity for stormwater travelling toward the City's primary outfalls, protecting
the health, safety and property of the residents; and
WHEREAS, the Florida Department of Environmental protection (FDEP), through
Temp. Reso. # 12137
January 11, 2012
Page 2
the Bureau of Water Facilities Funding, provides legislative Project grants to local
government for water projects; and
WHEREAS, the City of Tamarac requested an FY08 legislative appropriation of
$300,000.00 for the improvement of the City's stormwater system that was approved in the
form of a Legislative Project grant as authorized by the Resolution R-2008-163 dated
November 12, 2008, incorporated herein by reference and on file in the office of the City
Clerk; and
WHEREAS, the City is willing to match the FDEP funding with a one-to-one cash
match from the City's Stormwater Fund; and
WHEREAS, the City published Invitation to Bid No.12-01 B for the Tamarac Parallel
Culvert Project, incorporated herein by reference and on file in the office of the City Clerk;
m
WHEREAS, on November 30, 2011 the City of Tamarac received five (5) proposals
for the Tamarac Parallel Culvert Project, with Johnson -Davis, Inc., being the lowest
responsive bidder, a bid tabulation attached hereto as Exhibit "1 ", incorporated herein and
made a specific part of this resolution; and
WHEREAS Johnson -Davis, Inc., possesses the required knowledge and experience
for the culvert improvement project and has agreed to the Terms and Conditions, Special
Conditions, and Technical Specifications of Bid No. 12-01 B; and
WHEREAS, it is the recommendation of the Interim Director of Public Works and
Purchasing and Contracts Manager that the appropriate City Officials award Bid No. 12-
01 B and execute the agreement with Johnson -Davis, Inc., for the Tamarac Parallel Culvert
Project attached hereto as Exhibit "2", incorporated herein and made a specific part of this
Temp. Reso. # 12137
January 11, 2012
Page 3
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. 12-01 B and
execute the agreement for the Tamarac Parallel Culvert Project with Johnson -Davis, Inc.
for a contract cost of $265,005, and a contingency in the amount of $39,750 will be added
to the Project Account, for a total project budget of $304,775.
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. All exhibits attached hereto are incorporated herein and made a
specific part of this resolution.
SECTION 2: The City Commission HEREBY awards Bid No. 12-01 B to
Johnson -Davis, Inc. and approves an Agreement between the City of Tamarac and
Johnson -Davis, Inc. ("the Agreement") and the appropriate City Officials are hereby
authorized to execute the Agreement, hereto attached as "Exhibit 2", to provide for the
Tamarac Parallel Culvert Project located at Mainlands Park, NW 46th Street, and NW 701h
Avenue.
SECTION 3: An expenditure for a contract cost of $265,005, and a
contingency in the amount of $39,750 for a total project budget of $304,775 for said
Temp. Reso. # 12137
January 11, 2012
Page 4
purpose is hereby approved.
SECTION 4: Funding for the Tamarac Parallel Culvert Project located at
Mainlands Park, NW 46th Street, and NW 70th Avenue for a contract cost of $265,005, and
a contingency in the amount of $39,750 for a total project budget of $304,775 is available
in Project Number SW11 C in the Stormwater Capital Project Fund, and in the unspent
balance of the FDEP Bureau of Water Facilities Grant Account.
SECTION 5: The City Manager, or his designee, are hereby authorized to
make changes, issue change orders in accordance with section 6-156(b) 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 6:
hereby authorized
SECTION 7:
All budget amendments for proper accounting purposes are
All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 8: 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.
Temp. Reso. # 12137
January 11, 2012
Page 5
SECTION 9. This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of , 2012.
oau-tk, ;,L &"A 11
PAMELA BUSHNELL
MAYOR
ATTEST}
14
PETER M. J. RIPHARDSON, CRM, CMC
CITY CLERK.
RECORD OF COMMISSION VOTE:
MAYOR BUSHNELL�
DIST 1: COMM. SWENSO
DIST 2: COMM. GOMEZ
DIST 3: V/M GLASSE
DIST 4: COMM. DRESSLER
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM.
City of Tamarac
Purchasing and Contracts Division
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
JOHNSON—DAVIS INCORPORATED
THIS AGREEMENT is made and entered into this A day of , 2012
by and between the City of Tamarac, a municipal corporati with princi I offices
located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Johnson -Davis
Inc., a Florida corporation with principal offices located at 604 Hillbrath Drive, Lantana,
FL 33462 (the "Contractor") to provide parallel culverts construction improvements.
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. 12-01 B,
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 12-01 B as issued by the City, and the Contractor's
Proposal, 12-01 B as issued by the City shall take precedence over the Contractor's
Proposal. Furthermore, in the event of a conflict between this document and any other
Contract Documents, 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
Agreement
City of Tamarac Purchasing and Contracts Division
to any schedule change with the exception of changes caused by
inclement weather.
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 Liability Insurance policies shall be endorsed to
add the City and City's Engineering firm 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 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 (120) calendar days from issuance of
City's Notice to Proceed, and final complete (30) calendar days thereafter,
subject to any permitted extensions of time under the Contract
Documents. For the purposes of this Agreement, completion shall mean
issuance of final payment.
4.2 During the pre -construction portion of work hereunder, 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
2 Agreement
City of Tamarac Purchasing and Contracts Division
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 the time for substantial completion hereunder
and any resulting increase in general condition costs.
5) Contract Sum
The Contract Sum for the above work is Two Hundred Sixty -Five Thousand and
Five Dollars and no cents ($265,005.00) for all Bid Schedule locations, 1, 2, & 3.
6) Payments
Payment will be made monthly for work that has been completed, inspected and
properly invoiced. A retainage of ten percent (10%) will be deducted from monthly
payments until 50% of the project is complete. Retainage will be reduced to five percent
(5%) thereafter. Retainage monies will be released upon satisfactory completion and
final inspection of the work. Invoices must bear the project name, project number, bid
number and purchase order number. City has up to thirty (30) days to review, approve
and pay all invoices after receipt. The Contractor shall invoice the City and provide a
written request to the 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 the warranty period begins. All payments shall be governed by the Florida
Prompt Payment Act, F.S., Part VII, Chapter 218. The 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.
Agmernent
City of Tamarac
8) Change Orders
Purchasing and Contracts Division
8.1 Without invalidating the contract, without any monetary compensation, and
without notice to any surety, the City reserves and shall have the right to make
increases, decreases or other changes to the work as may be considered
necessary or desirable to complete the proposed construction in a satisfactory
manner. The Contractor shall not start work pursuant to a change order until the
change order setting forth the adjustments is approved by the City, and executed
by the City and Contractor. Once the change order is so approved, the Contractor
shall promptly proceed with the work. All Change Orders shall include overhead
and profit, not to exceed five percent (5%) and five percent (5%) respectively.
8.2 The Contract Price constitutes the total compensation (subject to
authorized adjustments, if applicable) payable to the Contractor for performing the
work. All duties, responsibilities and obligations assigned to or undertaken by the
Contractor shall be at Contractor's expense without change in the Contract Price or
Time except as approved in writing by the City.
8.3 The Contract Price and/or Time may only be changed by a Change Order.
A fully executed change order for any extra work must exist before such extra work
is begun. Any claim for an increase or decrease in the Contract Price shall be
based on written notice delivered by the party making the claim to the other party
promptly (but in no event later than 15 days) after the occurrence of the event
giving rise to the claim and stating the general nature of the claim. The amount of
the claim with supporting data shall be delivered (unless the City allows an
additional period of time to ascertain more accurate data in support of the claim)
and shall be accompanied by claimant's written statement that the amount claimed
covers all known amounts to which the claimant is entitled as a result of the
occurrence of said event. No claim for an adjustment in the Contract Price will be
valid if not submitted in accordance with this Paragraph.
8.4 The Contract Time may only be changed by a Change Order. A fully
executed change order must exist prior to extension of the contract time.
8.5 Any claim for an extension of the Contract Time shall be based on written
notice delivered by the party making the claim to the other party no later than
fifteen (15) days after the occurrence of the event giving rise to the claim. Notice of
the extent of the claim shall be delivered with supporting data and stating the
general nature of the claim. Contractor hereby agrees to waive rights to recover
any lost time or incurred costs from delays unless Contractor has given the notice
and the supporting data required by this Paragraph.
8.6 Extensions of time shall be considered and will be based solely upon the
effect of delays to the work as a whole. Extensions of time shall not be granted for
delays to the work, unless the Contractor can clearly demonstrate that such delays
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
4 Agreement
City of Tamarac Purchasing and Contracts Division
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 the City and the
Contractor for any item requiring a change in the contract, and a change order has
not been issued, the 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
the 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 the City and
Contractor. If notice of any change in the contract or contract time is required to be
given to a surety by the provisions of the bond, the giving of such notice shall be
the Contractor's responsibility, and the amount of each applicable bond shall be
adjusted accordingly. The Contractor shall furnish proof of such adjustment to the
City Failure of the Contractor to obtain such approval from the Surety may be a
basis for termination of this Contract by the City.
9) No Damages for Delays
ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE
ESSENCE OF THE AGREEMENT. EXCEPT AS PROVIDED HEREIN, NO CLAIM
FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME
SHALL BE MADE OR ASSERTED AGAINST THE CITY BY REASON OF ANY
DELAYS. Contractor shall not be entitled to an increase in the construction cost or
payment or compensation of any kind from City for direct, indirect, consequential,
impact or other costs, expenses or damages including but not limited to costs of
acceleration or inefficiency, arising because of delay, disruption, interference or
hindrance from any cause whatsoever, whether such delay, disruption, interference be
reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or
unavoidable; provided, however, that this provision shall not preclude recovery of
damages by Contractor for hindrances or delays due solely to fraud, bad faith or active
interference on the part of City or its agents. In addition, if Contractor is delayed at any
time in the progress of the Work by an act or neglect of the City's employees, or
separate contractors employed by the City, or by changes ordered in the Work, or by
delay authorized by the City pending arbitration, then the Contract Time shall be
reasonably extended by Change Order, and the Guaranteed Maximum Price shall be
reasonably increased by Change Order in order to equitably increase the general
conditions component of the Guaranteed Maximum Price. Furthermore, if Contractor is
delayed at any time in the progress of the Work by labor disputes, fire, unusual delay in
deliveries, adverse weather conditions not reasonably anticipated, unavoidable
casualties or other causes beyond the Contractor's control, or by other causes which
the City and Contractor agree may justify delay, then the Contract Time shall be
reasonably extended by Change Order. Otherwise, Contractor shall be entitled only to
extensions of the Contract Time as the sole and exclusive remedy for such resulting
delay, in accordance with and to that extent specifically provided above. No extension
of time shall be granted for delays resulting from normal weather conditions prevailing in
the area as defined by the average of the last ten (10) years of weather data as
5 Agreement
City of Tamarac Purchasing and Contracts Division
recorded by the United States Department of Commerce, National Oceanic and
Atmospheric Administration at the Fort Lauderdale Weather Station.
10) Waiver of Liens
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.
11) Warranty
Contractor warrants the work against defect for a period of one (1) year from the
date of final payment. 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.
12) Indemnification
12.1 The Contractor shall indemnify and hold harmless the City, its elected and
appointed officials, employees, and agents from any and all claims, suits,
actions, damages, liability, and expenses (including attorneys' fees) in
connection with loss of life, bodily or personal injury, or property damage,
including loss of use thereof, directly or indirectly caused by, resulting
from, arising out of or occurring in connection with the operations of the
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 the City or its elected or appointed
officials and employees. The above provisions shall survive the
termination of this Agreement and shall pertain to any occurrence during
the term of this Agreement, even though the claim may be made after the
termination hereof.
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. The Contractor will take affirmative action to ensure that
employees are treated during employment, without regard to their race, color, sex,
6 Agreement
City of Tamarac Purchasing and Contracts Division
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.
14) Independent Contractor
This Agreement does not create an employee/employer relationship between the
Parties. It is the intent of the Parties that the Contractor is an independent contractor
under this Agreement and not the City's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State
Worker's Compensation Act, and the State Unemployment Insurance law. The
Contractor shall retain sole and absolute discretion in the judgment of the manner and
means of carrying out Contractor's activities and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this
Agreement shall be those of Contractor, which policies of Contractor shall not conflict
with City, State, or United States policies, rules or regulations relating to the use of
Contractor's funds provided for herein. The Contractor agrees that it is a separate and
independent enterprise from the City, that it had full opportunity to find other business,
that it has made its own investment in its business, and that it will utilize a high level of
skill necessary to perform the work. This Agreement shall not be construed as creating
any joint employment relationship between the Contractor and the City and the City will
not be liable for any obligation incurred by Contractor, including but not limited to unpaid
minimum wages and/or overtime premiums.
15) Assignment and Subcontracting
Contractor shall not transfer or assign the performance required by this
Agreement without the prior consent of the City. This Agreement, or any portion thereof,
shall not be subcontracted without the prior written consent of the city.
16) Notice
Whenever either party desires or is required under this Agreement to give notice
to any other party, it must be given by written notice either delivered in person, sent by
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
Agreement
City of Tamarac
CITY
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321
Purchasing and Contracts Division
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
Johnson -Davis Inc.
604 Hillbrath Drive
Lantana, FL 33462
(561) 588 1170
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.
8 Agreement
City of Tamarac Purchasing and Contracts Division
19) Venue
This Agreement shall be governed by the laws of the State of Florida as now and
hereafter in force. The venue for actions arising out of this agreement is fixed in
Broward County, Florida.
20) Signatory Authority
The Contractor shall provide the City with copies of requisite documentation
evidencing that the signatory for Contractor has the authority to enter into this
Agreement.
21) Severability; Waiver of Provisions
Any provision in this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other jurisdiction. The non-
enforcement of any provision by either party shall not constitute a waiver of that
provision nor shall it affect the enforceability of that provision or of the remainder of this
Agreement.
22) Uncontrollable Circumstances
22.1 Neither the City nor Contractor 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.
9 Agreement
City of Tamarac
23) Merger; Amendment
Purchasing and Contracts Division
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.
Remainder of Page Intentionally Blank
10 Agreement
City of Tamarac
Purchasing and Contracts Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement
on the respective dates under each signature. CITY OF TAMARAC, signing by and
through its Mayor and City Manager, and CONTRACTOR, signing by and through its
President duly authorized to execute same.
CITY OF TAMARAC
Pamela Bushnell, Mayor
"It / --Il 2_
AN
ATT 01 '646hael C. Cernech, City Manager
Z4
Peter M.J. Ricrdson, CRM,CMC Date
City Clerk)//*/
Z " Appr71'/
a
Date
ATTEST:
Signature of Corporate Secretary
Christopher Johnson
Type/Print Name of Corporate Secy
(CORPORATE SEAL)
C�y Att,6rney%
r f -1ZyZ
Date
Johnson-Dqqis
Company Vae
SignatVfe of
Scott J. Johnson
and legal sufficiency:
Type/Print Name of President
Date
11 Agreement
City of Tamarac Purchasing and Contracts Division
CORPORATE ACKNOWLEDGEMENT
STATE OF
..SS
COUNTY OF �aetL, ,t
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
Scott J. Johnson, President of Johnson -Davis Incorporated 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
X, celo'713e-2. /G, ,2011.
o
NOTARY PL:aLIC-STATE OF FLORIDA Larisa Ditu Pelkey Signature of NotaryPublic
,=Commission#DD946380 State of Florida at Large
Expires: JAN, 22, 2014
B O-IN DED THR U A TLA.NM C Bo.D L; G CO., INC.
Print, Type or St" mp
Name of Notary Public
[' Personally known to me or
❑ Produced Identification
Type of I.D. Produced
[y DID take an oath, or
❑ DID NOT take an oath.
12