Loading...
HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-087Temp. Reso. #12066 Page 1 July 25, 2011 CITY OF TAMARAC, FLORIDA RESOLUTION NO. -- �7— A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICIALS TO ACCEPT AND EXECUTE AGREEMENTS WITH THE FOLLOWING TWELVE (12) CONSULTING FIRMS TO PROVIDE PROFESSIONAL CONTINUING SERVICES FOR A PERIOD OF THREE YEARS WITH OPTIONS TO RENEW FOR AN ADDITIONAL TWO YEAR PERIOD, ON AN "AS NEEDED" BASIS TO THE FOLLOWING FIRMS: 1) ACAI ASSOCIATES, INC.; 2) CALVIN, GIORDANO & ASSOCIATES, INC.; 3) CORZO, CASTELLA, CARBALLO, THOMPSON, SALMAN — C3TS ; 4) DAVID & GERCHAR, INC; 5) ECKLER ENGINEERING, INC.; 6) FLORIDA TRANSPORTATION ENGINEERING, INC. — FTE; 7) HSQ GROUP, INC.; 8) IBI GROUP, INC.; 9) KIMLEY-HORN AND ASSOCIATES, LLC, 10) MANUEL SYNALOVSKI ASSOCIATES, LLC; 11) MATHEWS CONSULTING, INC.; AND 12) MCMAHON ASSOCIATES, INC.; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac is faced with the challenge of meeting the increased demands imposed by regulatory agencies, development, infrastructure modifications and expansions utilizing the latest technology for efficient and safe operation; and WHEREAS, the City of Tamarac's operations and programs over the next three to five years require the utilization of specialized services from consultants to meet these demands; and WHEREAS, the City of Tamarac publicly advertised Request for Qualifications No. 11-15R for Continuing Services Agreement for Architectural, Engineering, Landscape Architect, Surveying and Transportation Services to be utilized Citywide for a period of up to five years on an "as needed" basis, a copy of which is attached hereto as "Exhibit A"; and Temp. Reso. #12066 Page 2 July 25, 2011 WHEREAS, on May 18, 2011, submittals from the following forty (40) firms: A.D.A Engineering, Inc. ACAI Associates, Inc. AKA — Alexis Knight Architects, LLC Avirom & Associates, Inc Baljet Environmental, Inc. Barranco Gonzalez Architecture Bloomster Surveying, Inc. Botek Thurlow Engineering, Inc. Calvin, Giordano & Associates, Inc. Camp, Dresser, Mckee, Inc. — CDM Carollo Corzo, Castella, Carballo, Thompson, Salman — C3TS CPZ Architects, Inc. Craig A. Smith & Associates, Inc. — CAS Crain Atlantis Engineering, Inc. Craven Thompson & Associates, Inc. CSA Group, Inc. David & Gerchar, Inc Eckler Engineering, Inc. Florida Transportation Engineering, Inc. — FTE GLE Associates, Inc. Temp. Reso. #12066 Page 3 July 25, 2011 Gobble Hays Partners, Inc. HSQ Group Inc IBI Group, Inc. Keith & Associates, Inc. Keith and Schnars, P.A. Kimley-Horn and Associates, LLC Land Design South Inc. Langan Engineering & Environmental Services, Inc. Manuel Synalovski Associates, LLC Mathews Consulting, Inc. McCafferty Brinson Consulting McMahon Associates Inc Miller Legg, Inc. Pillar Consultants Inc. R.J. Behar & Company, Inc. Saltz Michelson Architects, Inc. Tetra Tech Inc. URS Corporation Southern Walters Zackria Associates, PLLC ; and WHEREAS, after an extensive review and evaluation process which included categorizing the firms by discipline, the committee consisting of the Director of Utilities, the Director of Public Works the Assistant Director of Utilities, and the City Engineer Temp. Reso. #12066 Page 4 July 25, 2011 recommend the appropriate City Officials be authorized to execute agreements for Engineering and Architectural Continuing Services to be utilized for an initial period of three years, with an option to renew for an additional two year period, on an "as needed" basis with the following twelve (12) firms based on the Evaluation Committee Ranking, included herein as "Exhibit B": Architectural Category: 1. ACAI Associates, Inc. 2. IBI Group, Inc. 3. Manuel Synalovski, LLC. Engineering Category: 1. Calvin, Giordano & Associates, Inc. 2. Corzo, Castella, Carballo, Thompson, Salman — C3TS 3. Eckler Engineering, Inc. 4. HSQ Group, Inc. 5. Kimley-Horn and Associates, LLC 6. Mathews Consulting, Inc. Surveyor Category: 1. David & Gerchar, Inc. Transportation Category: 1. Florida Transportation Engineering, Inc. — FTE 2. McMahon Associates, Inc. ; and C Temp. Reso. #12066 Page 5 July 25, 2011 WHEREAS, the Director of Public Works, the Director of Utilities and the Purchasing and Contracts Manager recommend the appropriate City Officials be authorized to execute the twelve (12) agreements for Professional Service Contracts; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to authorize the appropriate City Officials to execute and enter into agreements providing for Professional Continuous Services with 1) ACAI Associates, Inc.; 2) Calvin, Giordano & Associates, Inc.; 3) Corzo, Castella, Carballo, Thompson, Salman — C3TS; 4) David & Gerchar, Inc.; 5) Eckler Engineering, Inc.; 6) Florida Transportation Engineering, Inc. — FTE; 7) HSQ Group, Inc.; 8) IBI Group, Inc.; 9) Kimley-Horn and Associates, LLC, 10) Manuel Synalovski Associates, LLC; 11) Mathews Consulting, Inc.; and 12) McMahon Associates, Inc.; (a copy of said Agreements and proposal responses are attached hereto as "Exhibit C", numbers 1, 2 3 4 5 6 7 8 9 1011&12. 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 upon adoption hereof and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. Temp. Reso. #12066 Page 6 July 25, 2011 SECTION 2: That the appropriate City Officials are hereby authorized to award to, and execute agreements with 1) ACAI Associates, Inc.; 2) Calvin, Giordano & Associates, Inc.; 3) Corzo, Castella, Carballo, Thompson, Salman — C3TS; 4) David & Gerchar, Inc.; 5) Eckler Engineering, Inc.; 6) Florida Transportation Engineering, Inc. — FTE; 7) HSQ Group, Inc.; 8) IBI Group, Inc.; 9) Kimley-Horn and Associates, LLC, 10) Manuel Synalovski Associates, LLC; 11) Mathews Consulting, Inc.; and 12) McMahon Associates, Inc.; providing for Professional Services, (a copy of said Agreements and proposal responses are attached hereto as "Exhibit C, numbers 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 & 1 . SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining potions or applications of this Resolution. 1 u 1 1 1 Temp. Reso. #12066 Page 7 July 25, 2011 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this <��day of fit?IZ*O��, 2011. PAMELA BUSHNELL, MAYOR ATTEST: PETER M. J. HARDSON, CRM, CMC CITY CLERK. - EgTAB��SHEO. o - ao . 1963 p ' SEAL 4 = 9D/ CoutA HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM. vim�� AV, SAM L S. GO CITY ATTORNEY RECORD OF COMMISSION VOTE: MAYOR BUSHNELL DIST 1: COMM. SWEN ON L' DIST 2: V/M GOMEZ DIST 3: COMM. GLASS R'' DIST 4: COMM. DRESSLER REQUEST FOR QUALIFICATIONS RFQ 11-15R Continuing Services Agreement for Architectural/Engineering, Landscape Architect & Surveying Services APRIL 18, 2011 Issued on behalf of the Public Works & the Utilities Department City of Tamarac Purchasing Division 7525 NW 88"' Avenue Room 108 Tamarac, Florida 33321-2401 (954) 597-3570 PURCHASING AND CONTRACTS DIVISION L DATE: April 18, 2011 RFQ 11-15R REQUEST FOR QUALIFICATIONS ALL INTERESTED PARTIES: The City of Tamarac, Florida, hereinafter referred to as CITY, will receive sealed Requests for Qualifications (RFQ) from professional consultants to provide services as required under a non-exclusive continuing services contract in Tamarac, Florida, together with the Qualifications Statement and Proposal Forms included herein and any other information relative to the experience, expertise, or proficiency of the Proposer, at the office of the Senior Procurement Specialist, Tamarac City Hall, 7525 NW 88 Avenue, Room 108, Tamarac, Florida 33321, for furnishing the services described below: CONTINUING SERVICES AGREEMENT FOR ARCHITECTURAL/ENGINEERING, LANDSCAPE ARCHITECT & SURVEYING SVCS The City of Tamarac seeks to identify qualified architectural/engineering, landscape architectural and surveying firms to provide a variety of professional services to the City of Tamarac on an "as needed" basis. Request for Qualification (RFQ) submittals must be received and time stamped in the Purchasing Office, by mail or hand delivery, no later than 3:00 p.m. local time, Wednesday, May 18, 2011. Late submittals will not be accepted. CITY reserves the right to reject any or all submittals with or without cause, to waive any or all irregularities, to re -advertise for RFQs, to award in whole or in part to one or more Proposers, or take any other such actions that may be deemed to be in the best interest of the CITY. James Nicotra, CPPB Senior Procurement Specialist Publish Sun -Sentinel: Sunday, April 17 and April 24, 2011 7525 N.W. 88th Avenue I Tamarac, Florida 33321-2401 1 P: 954.597.35701 F: 954.597.3565 EQUAL OPPORTUNITY EMPLOYER L'hly ,'. ' ,ra1fnjra, Purchasing & Confra fs Div; zba REQUEST FOR QUALIFICATIONS RFQ 11-15R CONTINUING SERVICES AGREEMENT ARCHITECTURAL/ENGINEERING, LANDSCAPE ARCHITECT & SURVEYING SERVICES Definition: A Request for Qualifications (RFQ) is a method of procurement permitting discussions with responsible offerors and revisions to proposals prior to award of a contract. Requests for Qualifications shall be in compliance with the State of Florida Competitive Consultants Negotiations Act, FS Chapter 287.055. Pricing is not submitted as a part of this evaluation process for submitted qualification proposals. Award will be based on the criteria set forth herein to the most qualified firms as indicated by the Statement of Work, herein. I�1;Y���•1.1�L«YWL•]a The City of Tamarac is soliciting proposals primarily on behalf of the Utilities and Public Works Departments to obtain on and as needed basis, under term contract, the services of qualified firms for Architectural/Engineering, Landscape Architecture & Surveying Services. All City of Tamarac Departments may utilize any agreement resulting from this proposal. II. INFORMATION For general information pertaining to this Request for Qualifications (RFQ), contact the Purchasing Office (954) 597-3570 or send e-mail to; jimn[aD_tamarac.org. Material revision if any, to the Scope of Services or proposal procedures will be advised by written Addendum transmitted electronically and/or posted the City's website, www.tamarac.org. III. SCHEDULE OF EVENTS The schedule of events related to this Request for Proposals shall be as follows: RFQ Document issued April 18, 2011 Deadline for Questions May 04, 2011 Deadline for Receipt of Proposals May 18, 2011 Evaluation of Proposals & Short -listing Completed May 31, 2011 Presentations if determined necessary by Eval Committee June 13, 2011 Ranking of Firms June 14, 2011 Negotiations Complete/Finalize Documents June 16, 2011 Anticipated Award by Commission June 22, 2011 All dates are tentative. City reserves the right to change scheduled dates. 17A a:, I'y , p .,.,alr,,,, r:: t,ar^F'a, .�:r?:� & C;omr:achs Divisior, IV. INSTRUCTIONS TO OFFERORS �if_L`U77l:Ielk t4zi 1,14_1►1§I*1*1►1911111 ]►M RFQ 11-15R 1. GENERAL TERMS AND CONDITIONS These General Terms and Conditions apply to all offers made to the City of Tamarac by all prospective Proposers, including but not limited to, Requests for Quotes, Requests for Qualifications, Requests for Proposal and Requests for Bid. As such the words "bid", "proposal" and "offer" are used interchangeably in reference to all offers submitted by prospective Proposers. The City of Tamarac reserves the right to reject any or all proposals, to waive any informalities or irregularities in any proposals received, to re -advertise for proposals, to enter into contract negotiations with the selected Proposer(s) or take any other actions that may be deemed to be in the best interest of the City of Tamarac. f+�11491►1:4111111114:1!11.1 Terms used in these Instructions to Offerors are defined as follows: 2.1 "Offeror" - one who submits a Proposal in response to a solicitation, as distinct from a Sub -Offeror, who submits a Proposal to the Offeror. 2.2 "Proposer"— one who submits a Proposal in response to a solicitation. The terms "Offeror" and "Proposer" are used interchangeably and have the same meaning. 2.3 "Successful Offeror" - the qualified, responsible and responsive Offeror to whom City (on the basis of City's evaluation as hereinafter provided) makes an award. 2.4 "City" - the City of Tamarac, a municipal corporation of the State of Florida. 2.5 "Proposal Documents" - the Request for Qualifications, Instructions to Offerors, Offerors Qualifications Statement, Non -Collusive Affidavit, Certified Resolution, Vendor Drug -Free Workplace, Offeror's Proposal, Proposal Security and Specifications, if any, and the proposed Contract Documents (including all Addenda issued prior to opening of Proposals). 2.6 "Contractor" - the individual(s) or firm(s) to whom the award is made and who executes the Contract Documents. k 9�xH0NE0I47:10]1111C*7►[,I Where there appears to be variances or conflicts between the General Terms and Conditions and any Special Conditions and/or Statement of Work outlined in this proposal, the Special Conditions and/or the Statement of Work shall prevail. 0 • o 7 w=)f7dc'7Ca. ��:I_1��11►/_��C�7►[�1�«I�]►��:7_[���Z�h1�1���1�►ft%�_1►1�I+���� e cot'1lit cts Dfws,tJ 4.1. After award of this contract and before submitting a Proposal for a particular Task Order request, Proposer must visit the site (if applicable to the project) to become familiar with the facilities and equipment that may in any manner affect cost or performance of the work; must consider federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost or performance of the work, must carefully compare the Offeror's observations made during site visits or in review of applicable laws with the Proposal Documents; and must promptly notify the Project Manager of all conflicts, errors and discrepancies, if any, in the Proposal Documents. 4.2. The Offeror, by and through the submission of a Task Proposal, agrees that Offeror shall be held responsible for having examined the facilities and equipment (if applicable); is familiar with the nature and extent of the work and local conditions that may affect the work, and is familiar with the equipment, materials, parts and labor required to successfully perform the work. 5. TASK ORDER OMISSION OF DETAILS / VARIANCES AND EXCEPTIONS 5.1 The apparent silence of the requirements as to any detail, or the apparent omission of a detailed description concerning any point during the performance of a Task Order, shall be regarded as meaning that only the . best commercial practice is to prevail, and that only material and workmanship of the finest quality is to be used. All interpretations of the specifications shall be made on the basis of this statement. Omission of any essential details from these specifications will not relieve the Proposer of supplying such services or product(s) as specified. 5.2 In the preparation of a Task Order proposal, for the purpose of evaluation, the Offeror must indicate any variance or exceptions to the stated requirements, no matter how slight. Deviations should be explained in detail. Absence of variations and/or corrections will be interpreted to mean that the Offeror meets all the requirements in every respect. 6. INTERPRETATIONS AND ADDENDA If Offeror is in doubt as to the meaning of any of this RFQ Proposal Documents, believes that the General Conditions, Special Conditions and/or Statement of Work contain errors, contradictions or obvious omissions, or has any questions concerning information contained in this RFQ document, the Offeror shall submit a written request to Purchasing for interpretation or clarification. Such request must reference RFQ 11-15R, and should be received by the Purchasing Office at least seven (7) calendar days prior to the RFQ due date. Questions received thereafter, may not be answered. Interpretations or clarifications in response to such questions will be addressed via written addendum which shall be available for download electronically from the City's website at www.tamarac.org / Current Solicitations. The issuance of a written addendum shall be the only official method whereby such an interpretation or clarification will be made. c;ify of 'Tam araC; & (.,00uacf.s Division 0 r�\101►1101414IlLIR11VA4-19aImy-AVAki Each Offeror shall complete the Non -Collusive Affidavit form and shall submit the form with their Proposal. City considers the failure of the Offeror to submit this document may be cause for rejection of the Proposal. 8. PUBLIC ENTITY CRIMES In accordance with Florida Statutes §287.133 (2 (� A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes §287.017 for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. 9. CONFLICT OF INTEREST The award of any contract hereunder is subject to the provisions of Chapter 112, Florida Statutes. Offerors must disclose with their Proposal the name of any officer, director, partner, proprietor, associate or agent who is also an officer or employee of City or any of its agencies. Further, all Offerors must disclose the name of any officer 40 or employee of City who owns, directly or indirectly, an interest of five percent (5%) or more in the Offeror's firm or any of its branches or affiliate companies. 10. PERFORMANCE BONDS AND INSURANCE After award of this solicitation for continuing services, Successful Proposers, may be required by the scope of a specific Project/Task Authorization, to submit performance and/or payment bonds. Offeror shall provide certificates of insurance in the manner, form and amount(s) specified herein. 11. SUMMARY OF DOCUMENTS TO BE SUBMITTED WITH PROPOSALS The following is a summary of documents required to be submitted for this Proposal. Failure to include any document that, by its omission, may prejudice the rights of other respondents may result in immediate rejection of your Proposal. Other requested forms or documents requested herein, however omitted, must be provided within three (3) business days of the City's request to be considered responsive. 0 11.1 Qualifications of Prop oser poser 11.2 All items required by the "Statement of Work, Proposal Requirements" contained herein, Page 16. 11.3 Certification Form 11.4 Certified Resolution Form (or firm's own Corporate Resolution) 11.5 Offeror's Qualifications Statement Form & References 11.6 Vendor Drug Free Workplace Form 11.7 Non -Collusive Affidavit Form 11.8 Proof of applicable insurance as required herein. 11.9 The most recently completed audited financial statement, or other approved documentation to verify financial viability. 11.10 Copies of all current applicable professional license(s) 12. SUBMISSION OF PROPOSALS 12.1 Proposals must be typed or printed in ink. Use of erasable ink is not permitted. 12.2 All proposals shall be submitted in the English language. 12.3 Proposals must contain a signature of a corporate officer or designee with proven authority to bind the firm in matters of this nature. The Address and Phone number for any communications regarding Proposal must be included. 12.4 Proposals shall contain an acknowledgment of receipt of all Addenda. 12.5 Proposals by corporations must be executed in the corporation's legal name by the President or other corporate officer, accompanied by evidence of authority to sign. Evidence of authority shall be provided on the enclosed Certified Resolution form, or by the company's own Corporate Resolution. 12.6 Proposals by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature. Proposals shall be submitted to the Purchasing Office on or before the time indicated in the Request for Qualifications. Proposals shall be submitted in a sealed envelope (faxed proposals will not be accepted under any circumstances). The envelope should be clearly marked on the exterior with the applicable Solicitation No. 11-15R. The envelope should state the name and address of the Offeror and should be include all documents as specified in the Request for Qualifications. Purchasing and Contracts Division staff is not responsible for the premature opening of a Proposal that is not properly addressed and identified. 12.7 In accordance with Florida Statutes, Chapter §119.07(1) (a) and except as may be provided by other applicable state and federal law, the Request for i;i1y ?t � ::�f7i<:ii<:f 91� idCC,h'as?m & C;t:�ntn'.aCfs ivi�,bn Proposals and the responses thereto are in the public domain. However, Proposers are requested to specifically identify in the submitted Proposal any financial information considered confidential and/or proprietary which may be considered exempt under Florida Statute §119.07(t). 12.8 All Proposals received from Offerors in response to the Request for Qualifications will become the property of City and will not be returned. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of City. 12.9 The Proposer preparing a submittal in response to this RFQ shall bear all expenses associated with its preparation. The Proposer shall prepare a submittal with the understanding that no claim for reimbursement shall be submitted to the City for the expense of proposal preparation and/or presentation. 13. MODIFICATION AND WITHDRAWAL OF PROPOSALS 13.1 Proposals maybe modified or withdrawn by a duly executed document signed by a corporate officer or other employee with designated signature authority. Evidence of such authority must accompany the request for withdrawal or modification. The request must be delivered to the Purchasing Office at any time prior to the deadline for submitting Proposals. Withdrawal of a Proposal will not prejudice the rights of an Offeror to submit a new Proposal prior to the Proposal opening date and time. No Proposal may be withdrawn or modified after the date of proposal opening has passed. 13.2 If, within twenty-four (24) hours after Proposals are opened, any Offeror files a duly signed, written notice with the Purchasing Office, and within five (5) calendar days thereafter demonstrates to the reasonable satisfaction of City, by clear and convincing evidence, that there was a material and substantial mistake in the preparation of its Proposal, or that the mistake is clearly evident on the face of the Proposal, but the intended correct Proposal is not similarly evident, Offeror may withdraw its Proposal and any bid security will be returned, if applicable. 14. REJECTION OF PROPOSALS 14.1 To the extent permitted by applicable state and federal laws and regulations, City reserves the right to reject any and all Proposals, to waive any and all informalities not involving price, time or changes in the work with the Successful Offeror, and to disregard all nonconforming, non -responsive, unbalanced or conditional Proposals. Proposals will be considered irregular and may be rejected if they show serious omissions, alterations in form, additions not called for, conditions or unauthorized alterations, or irregularities of any kind. 14.2 City reserves the right to reject the Proposal of any Offeror if City believes that it would not be in its best interest of to make an award to that Offeror, whether because the Proposal is not responsive, the Offeror is unqualified, of doubtful financial ability, or fails to meet any other pertinent criteria established by City within the scope of the solicitation. 0 ......................................................................................�.�........ 15. INSURANCE 15.1 Offeror agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations now in effect, or hereinafter enacted during the term of this agreement that are applicable to Offeror, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. 15.2 Offeror shall obtain at Offeror's expense all necessary insurance in such form and amount as required by this proposal or by the City's Risk Manager before beginning work under this Agreement. Offeror shall maintain such insurance in full force and effect during the life of this Agreement. Offeror shall provide to the Purchasing Office current certificates of all insurance required under this section prior to beginning any work under this Agreement. 15.3 Offeror shall indemnify and save the City harmless from any damage resulting to it for failure of either Offeror or any Sub -Offeror to obtain or maintain such insurance. 15.4 The following are required types and minimum limits of insurance coverage, which the Offeror agrees to maintain during the term of this contract: Line of Business/ Coverage Occurrence Aggregate Commercial General Liability $1,000,000 $1,000,000 . Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Automobile Liability $1,000,000 $1,000,000 Workers' Compensation & Employer's Statutory Liability 15.5 The City reserves the right to require higher limits depending upon the scope of work under this Agreement. 15.6 Neither Offeror nor any Sub -Offeror shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Offeror will ensure that all Sub -Offerors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. 15.7 All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and shall be licensed to do business in Florida. Policies shall be Occurrence form. Each carrier will give the City sixty (60) days notice prior Cify of Taf71,'VaC PI.it"C:hasing & Gonfmcf� Divisd €1 to cancellation. 0 15.8 The Offeror's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Offeror's Workers' Compensation carrier will provide a Waiver of Subrogation to the City. 15.9 The Offeror shall be responsible for the payment of all deductibles and self - insured retentions. The City may require that the Offeror purchase a bond to cover the full amount of the deductible or self -insured retention. 15.10 If the Offeror is to provide Professional Services under this Agreement, the Offeror must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable only for Professional Liability. 15.11 Successful Offeror agrees to perform the work under the Contract as an independent contractor, and not as a subcontractor, agent or employee of City. 16 INDEMNIFICATION 16.1 GENERAL INDEMNIFICATION: Contractor shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). 40 Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, any sub - Contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Consultant in the performance of the Work; or c). liens, claims or actions made by the Contractor or any sub- contractor under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Contractor. 16.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 16.3 The Contractor shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. IN • 16.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Contractor under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 16.5 The Successful Offeror shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Successful Offeror under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 17. WARRANTIES 17.1 Successful Offeror warrants to City that the consummation of the work provided for in the Contract documents will not result in the breach of any term . or provision of, or constitute a default under any indenture, mortgage, contract, or agreement to which Successful Offeror is a party. 17.2 Successful Offeror warrants to City that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation, arbitration or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under the Contract. 17.3 Successful Offeror warrants to City that it will comply with all applicable federal, state and local laws, regulations and orders in carrying out its obligations under the Contract. 17.4 All warranties made by Successful Offeror together with service warranties and guarantees shall run to City and the successors and assigns of City. 18. COPYRIGHTS OR PATENT RIGHTS The Offeror warrants that there has been no violation of copyrights or patent rights in manufacturing, producing or selling the goods shipped or ordered as a result of this bid. The seller agrees to hold the City harmless from all liability, loss or expense occasioned by any such violation. 19. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, Cit v OP T Drm7 f�C qc Est Confn,ac , Division national origin, sex, age, 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, religion, color, gender or national original, or disability. 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. 20. TAXES Successful Offeror shall pay all applicable sales, consumer use and other similar taxes required by law. 21. PERMITS, FEES AND NOTICES Successful Offeror shall secure and pay for all permits and fees, licenses and charges necessary for the proper execution and completion of the work, if applicable. The costs of all permits, fees, licenses and charges shall be included in a particular Task Authorization Price Proposal except where expressly noted in the specifications. 22. PERFORMANCE Failure on the part of the Offeror to comply with the conditions, terms, specifications and requirements of the Scope of Work shall be just cause for cancellation of the proposal award. The City may, by written notice to the Proposer, terminate the contract for failure to perform. The date of termination shall be stated in the notice. The City shall be the sole judge of nonperformance. 23. TERMINATION FOR CAUSE AND DEFAULT 23.1 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should the Consultant/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 Consultant/Contractor of written notice of such neglect or failure. 23.2 Failure on the part of the awarded Offeror to comply with the conditions, terms, specifications and requirements of this RFQ shall be just cause for the cancellation of the RFQ award. The City may, by written notice to the Offeror, terminate the contract for failure to perform. The date of termination shall be stated in the notice. The City shall be the sole judge of non-performance. 24. TERMINATION FOR CONVENIENCE OF CITY Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to Successful Offeror, City may without cause and without prejudice to any other right or remedy, terminate the agreement for City's convenience whenever City M • 0 ,ri y ..'.xrar urc'h rsin1:.:", 4. '7ri�1a(,f : determines that such termination is in the best interests of City. Where the agreement is terminated for the convenience of City, the notice of termination to Successful Offeror must state that the Contract is being terminated for the convenience of City under the termination clause and the extent of termination. Upon receipt of the notice of termination for convenience, Successful Offeror shall promptly discontinue all work and, to the extent indicated on the notice of termination, shall terminate all outstanding subcontracts and purchase orders as they relate to the terminated portion of the Contract, shall refrain from placing further orders and/or contracting with subcontractors, and shall complete any continued portions of the work. 25. FUNDING OUT 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. 26. AUDIT RIGHTS City reserves the right to audit the records of Successful Offeror, relating to this contract, at any time during the term of Contract, and for a period of three (3) years after completion of contract. If required by City, Successful Offeror shall agree to submit to an audit by an independent Certified Public Accountant selected by City. Successful Offeror shall allow City to examine and review the records of Successful Offeror at any time during normal business hours during the term of the Contract. 27. ASSIGNMENT 27.1 Successful Offeror shall not assign, transfer or subject the Contract or its rights, title, interests or obligations therein without City's prior written approval. 27.2 Violation of the terms of this paragraph shall constitute a breach of the Contract by Successful Offeror and City may, at its discretion, cancel the Contract. All rights, title, interest and obligations of Successful Offeror shall thereupon cease and terminate. 28. EMPLOYEES Employees of the successful Consultant/Contractor shall at all times be under its sole direction and not an employee or agent of the City. The Contractor shall supply competent and physically capable employees. The City may require the Consultant/Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable. Proposer shall be responsible to the City for the acts and omissions of all employees working under its directions. 29. TAXES The City of Tamarac is exempt from all Federal, State, and Local taxes. An exemption certificate will be provided where applicable upon request. 30. GOVERNING LAW: The laws of the State of Florida shall govern this Agreement. Venue shall be Broward County, Florida. of Tamarac REQUEST FOR QUALIFICATIONS RFQ 11-15R STATEMENT OF WORK MIf]►1111111►111111►[CIP14AVI193*71W;1*4LIA1;4►1111 ARCHITECTURALIENGINEERING, LANDSCAPE ARCHITECTURE & SURVEYING SERVICES 1. GENERAL SCOPE OF SERVICES Pursuant to Florida Statutes, Chapter 287.055 (Consultants Competitive Negotiations Act) and Tamarac City Code, Section 6-151(2), Professional Services, the City of Tamarac seeks to identify firms with substantial experience and capabilities to perform consulting services on an open end (continuing services) basis. The City will endeavor to award three (3) firms for most professional categories listed. Firms will not be limited to one discipline. Proposer shall designate discipline(s) they are proposing on the attached form. Each selected firm shall enter into a multi -year contract with the City. As each project task is identified, selected firms within the required discipline(s) may be requested to submit specific qualifications for a Task. Selection shall be to the most qualified firm for a particular task. City shall endeavor to rotate among all qualified firms. The services sought by the City may include, whether in part or in whole, but not limited to; planning, engineering, architecture, landscape architecture, right of way engineering, construction engineering, civil engineering, environmental engineering, survey, mechanical and electrical engineering, preparation of plans and specifications, construction management, project management, and contract administration. List of Professional Services categories for which City is seeking consultants: 1. Architecture Provide complete construction drawings and specification for buildings, building additions, renovations, and other projects not exceeding $2 million in construction cost, unless otherwise noted herein. This category includes all relevant engineering disciplines (i.e. M.E.P. and civil). 2. Landscape Architecture Provide drawings and specification for landscaping projects one million and under in construction costs. 3. Environmental Engineering Provide the designs and construction documents for environmental projects. 0 W 3�'ify OJ ,r%s7t:"Vd :rL' Apply process and obtain permits form various environmental regulatory agencies, i.e EPA, DERM, HRS, Dept. of Health, DEP and COE for City Projects. 4. Civil Engineering Provide designs, construction plans and specifications for complete site improvements for City facilities and for improvements in the public right —of- way. This category covers Water & Sewer projects. It is inclusive of other disciplines as may be necessary. 5. Transportation Consulting Consulting services, including reports, studies, coordination with community organizations, construction plans & specs, estimating and project management. Expertise and experience in traffic engineering, transportation planning, street and highway design, traffic calming design, transit planning, general engineering, coordination with the County Traffic Director, and planning capabilities. 6. Surveying Services 7. Construction/Project Management Provide services as necessary to assist City of Tamarac staff with the administration of contracts and City procedures for the successful completion 0 of City tasks and projects. Consultant must be familiar with current City/State/Federal/County policies and regulations as they pertain to grants administration, housing requirements, public works codes, and administrative procedures. II. SCOPE OF WORK The selected firm(s) will be responsible for reviewing existing Broward County, City of Tamarac Codes, Resolutions and Ordinances and State of Florida Building Codes and for incorporating the above data into complete construction documents including final construction plans (working drawings), technical specifications, construction estimates, and related bid documents necessary for the bidding and construction of the projects. The selected firm(s) will be responsible for obtaining all Federal, State and local permits or approvals (including Broward Water and Sewer, Broward County DEP, HRS, Broward Public Works, approvals) and all Building permits necessary for the construction of the projects, and firms may also be required to provide consulting services to the City on various matters which do not result in drawings, specifications or construction documents. III. QUALIFICATIONS OF PROPOSERS Proposals will be considered from qualified firms whose experience includes successful work in the industry. 0 7 • The consultant must have on staff architects/engineers with knowledge of all applicable State and County standards and requirements needed to develop design plans, specifications, cost estimates, site inspections and project management as applicable. • The Architect/Engineer must be licensed to practice in the State of Florida. Firm must possess at least three years of considerable relevant experience in design and implementation of a wide variety of Municipal Projects. • Consultant must have sufficient qualified staff to complete applicable work in the time required and in accordance with State statutes and standards. IV. PROPOSAL REQUIREMENTS Proposers should submit one (1) original and six (6) copies and respond to each of the following items as clearly as possible: 1. A brief but complete history of your company. 2. Provide copy of current Florida Professional Registration License(s) Renewal. 3. Completed Standard Form-330, (254 &255) Architect/Engineer Qualifications 4. Proof of Professional Liability Insurance minimum $1,000,000. 5. Resumes of key personnel who will actually be assigned to City Tamarac projects and describe their roles. Note: Tamarac expects those listed to be those who will actually perform the work. No substitutions will be permitted except in the most dire conditions or at time of a specific task proposal, are no longer with the firm. 6. A list of at least five (5) A&E related projects performed during the last five (5) years including the following information: a. Name of the entity for which the work was performed; b. Brief description of the scope of the project; c. Initial construction estimate of project cost (the estimate prior to the bid); d. Amount of initial contract award; e. Total number of change orders to the contract; f. Total value of change orders for the project; g. Amount of initial design fees associated with the project; h. Change orders to design contract and dollar value; I. Contact person with the entity, valid current phone number of one that can knowledgeably discuss your firm's role and performance in the project. 16 & {;: nin,..�cts Divi san 0 j. Provide financial statements for your firm's latest year of operation. k. Any other information the firm feels is relevant to evaluating qualifications. Balance of Page Intentional Left Blank is 11 of 7arm�r'< s V. SUBMISSION REQUIREMENTS One (1) original and six (6) copies of the submittals shall be mailed or hand delivered to City of Tamarac Purchasing Division, Room 108 rN�ky►�ri��:I:il7�� Tamarac, FL 33321 Attention: Jim Nicotra The outside of the envelope should be clearly marked "RFQ 11-15R." Incurred Expenses: The City shall not responsible for any expenses that Proposer may incur in preparation and submission of this proposal in connection with interviews or required presentations as may be required by this RFQ prior to award. VI. SELECTION/NEGOTIATION PROCESS A Selection/Negotiation Committee has been appointed by the City Manager and will be responsible for selecting the most qualified firms and to negotiate contracts with the highest ranked firms. Firms evaluated by Committee for tentative award must execute the City's Form Agreement as attached. Consultant exception to any specific language as contained in City's Agreement as attached, may negate recommendation for award. Each firm should submit the requested documents with their proposal that evidence capability to provide the services required for Committee review for short -listing purposes. The short listed firms may be contacted to prepare for a presentation to the Evaluation Committee, currently scheduled for Tuesday, June 7, 2011, toward final selection. Members of the Committee will then request execution of the Form Agreement with the highest ranked firm(s), for recommendation of award to the City Commission. The City reserves the right to short-list the number of highest ranked A/E firms that it deems in the best interest of the City. However in all cases, the weighted scoring criteria for selection contained in this RFQ, shall be the basis of selection. VII. CRITERIA FOR SELECTION The City will assemble an Evaluation and Selection Committee comprised of appropriate staff members. This Committee shall evaluate the proposals and may invite the top Proposers to provide specific Committee identified areas of interests for presentations. The committee shall evaluate the proposals based on the following weighted criteria: A. Firm Qualifications 30 Points Qualifications of the firm and key staff • Stability of key staff Office in reasonable proximity to Tamarac (Tri-County area preferred) F q� • F4 Le] n Project Experience R.wch'asing & { onir<acL. Dwislrr,. 30 Points • Customer Satisfaction References plus Previous experience with governmental agencies • Range of Services Experience and Technical Capabilities • Current and projected workload 15 Points • Firm demonstrates consistency meeting project time & budget constraints Demonstrated minimization of change orders/amendments Minority Representation 5 Points Firm is a State and/or County Certified Small Business or Minority Business Enterprise MAXIMUM TECHNICAL POINTS 80 In the event that presentations are requested, the City will assign a maximum of 20 additional points for the highest evaluated firms / proposers. Oral Presentations, if Applicable, 20 Points • Illustrate and detail additional expertise/experience • Illustrate stability of key staff The weighted criteria provided above, is provided to assist the Proposer in the allocation of their time and efforts during the submission process. This weighted criteria is the framework for evaluation used by the Evaluation Committee during the short-list and final ranking process. The Committee shall be the sole judge as to the number of firms ultimately recommended for award for these continuing services. Short-listed proposals may be selected for an interview/presentation prior to recommendation of award. As in the best interest of the CITY may require, the right is reserved without prejudice to reject any and all proposals or waive any minor irregularity or technicality in proposals received. Proposers are cautioned to make no assumptions unless their proposal has been evaluated as being responsive. Additional information may be required of the proposer during the review and selection process to clarify the Proposers presented information. VIII. QUESTIONS ABOUT THE RFQ Questions regarding the proposal process shall be directed to Jim Nicotra, Phone (954) 597-3569 or e-mail at jimn(ctamarac.orq CONTACT WITH PERSONNEL OF THE CITY OF TAMARAC OTHER THAN THE PURCHASING AND CONTRACTS MANAGER OR DESIGNATED REPRESENTATIVE REGARDING THIS REQUEST FOR LETTERS OF INTEREST MAY BE GROUNDS FOR ELIMINATION FROM THE SELECTION PROCESS. CitY (.,,' ""roh, ,;i g &, Contracts cts laiwsio,z IX. SCOPE 0 Requests for Proposals are hereby invited for a term contract on a continuing service basis. The City intends to evaluate submitted proposals and award multiple firms exhibiting comprehensive architectural, engineering and/or surveying experience. The term of the contract(s) for Miscellaneous Projects (basic construction cost under $2 million each or study activities under $200,000) shall be for a three (3) year period from the award date. The City may renew the contract(s) for an additional two (2) year period, subject to vendor acceptance, satisfactory performance and determination that renewal will be in the best interest of the City. No guarantee is expressed or implied as to the amount and total number of the individual project task authorizations provided to any one firm for the life of this contract. Although, it is the City's intent to rotate as practical the individual professional service projects, among the awarded firms, the best suited firm within the required A/E discipline, as determined by the City for a particular task or project, shall be selected. The City will designate a Contract Administrator for each project, who shall be responsible for the project. The Contract Administrator will prepare a scope of services for each task assignment, upon which selected firms in a particular category will submit a proposal. XI. PROCESS OF CONCEPTUAL DESIGNS AND CONTRACT ADMINISTRATION Required designs may be developed with the input of City of Tamarac staff, various City is Boards and Committees, as well as area residents and other interested individuals and groups. The time for these activities shall be included in the selected firm's proposal to City. All plans required shall be developed on AutoCAD's latest version and a reproducible hard copy and diskette of plans in the requested format shall be provided to City. XII. REQUIREMENT OF CONSULTANT Consultants interested in performing these services must exhibit considerable relevant experience with this type of work, and should emphasize both experience and capability of particular personnel who will actually perform the work. Consultants should indicate any sub - consultants proposed to be utilized in work for City. Consultants shall invoice City monthly for each assigned project. Each properly completed invoice shall identify the project, detail the contract price, payments made to date, percentage of completion of the project, payment due this invoice, remaining balance due. Invoices shall itemize hours, hourly wage, or other unit agreed upon as measurement of payment. They shall identify the name and title of personnel who worked on the project. Reimbursable items shall be listed individually, with supporting documentation attached to the invoice. • 20 0 DESIGNATION OF QUALIFIED DISCIPLINE FORM u Date Proposed Discipline(s) On each discipline state Firm(s) and individual who will handle City's account Architecture Landscape Architecture Environmental Engineering Civil Engineering Transportation Consulting Environmental Engineer Surveying Services Construction/Project Management Signature Name (printed) 21 {,xrol d.vs#tg & C,,JP'& s DfvititCJt? REFERENCES Please list government agencies and/or private firms with whom you have done business during the last five years: Your Company Name Address City State Zip Phone/Fax E-mail Agency/Firm Name: Address ................................................................................ City State Zip Phone/Fax Contact Name Agency/Firm Name: Address City State Zip Phone/Fax Contact Name Agency/Firm Name: Address City State Zip ................................................. Phone/Fax ..... Contact Name Agency/Firm Name: Address City State Zip Phone/Fax Contact Name Agency/Firm Name: Address City State Zip Phone/Fax Contact Name 2 • • • OFFEROR'S QUALIFICATION STATEMENT The undersigned certifies under oath the truth and correctness of all statements and of all answers to questions made hereinafter: SUBMITTED TO: City of Tamarac Purchasing and Contracts Manager 7525 NW 88th Avenue Tamarac, Florida 33321 OY heck One Submitted By: ................__.............. .m............ ................................ ❑ Corporation Name: ❑ Partnership Address: ............................................................................... ❑ Individual City, State, Zip ❑ Other Telephone No. ........ .......................................................... ........ ........ Fax No. 1. State the true, exact, correct and complete name of the partnership, corporation, trade or fictitious name under which you do business and the address of the place of business. The correct name of the Offeror is: The address of the principal place of business is: 2. If Offeror is a corporation, answer the following: a) Date of Incorporation: b) State of Incorporation: c) President's name: " d) Vice President's name: " e) Secretary's name:,,,,,,,,,,,, .__ . f) Treasurer's name: g) Name and address of Resident Agent:.,,,,, 2:3 Purrfl:=iS=n%1 & {;oniraofs Divisil"m 3. If Offeror is an individual or a partnership, answer the following: h) Date of organization: i) Name, address and ownership units of all partners: j) State whether general or limited partnership: 4. If Offeror is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: 5. If Offeror is operating under a fictitious name, submit evidence of compliance with the Florida Fictitious Name Statute. 6. How many years has your organization been in business under its present business name? k) Under what other former names has your organization operated? 7. Indicate registration, license numbers or certificate numbers for the businesses or professions, which are the subject of this Bid. Please attach certificate of competency and/or state registration. 8. Have you personally inspected the site of the proposed work? ❑ YES ❑ NO 9. Do you have a complete set of documents, including drawings and addenda? ❑ YES ❑ NO 10. Did you attend the Pre -Proposal Conference if any such conference was held? ❑ YES ❑ NO .: 14 Cdy ..... %i:`,+:�.'.:,•f'�',:"1f: J'aidYl'h �i. T1 & �•:3f3P. <=ids f'? i:i)o 11. Have you ever failed to complete any work awarded to you? If so, state when, where and why: 12. State the names, telephone numbers and last known addresses of three (3) owners, individuals or representatives of owners with the most knowledge of work which you have performed and to which you refer (government owners are preferred as references). Name Address Telephone 13. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). 0 . ......................... .......... .... . ....... . . ........ ................ ..................................... ................................. .... ....................................................... .................. ...... . . .... ......... .. . ......... . . ..... . ..... ............ . 14. State the name of the individual who will have personal supervision of the work: 11 15. State the name and address of attorney, if any, for the business of the Offeror: 16. State the names and addresses of all businesses and/or individuals who own an interest of more than five percent (5%) of the Offeror's business and indicate the percentage owned of each such business and/or individual: 17. State the names, addresses and the type of business of all firms that are partially or wholly owned by Offeror: 25 18. State the name of Surety Company which will be providing the bond, and name and address of agent: 19. Bank References: Bank Address Telephone 20.Attach a financial statement including Proposer's latest balance sheet and income statement showing the following items: 1) Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials, real estate, stocks and bonds, equipment, furniture and fixtures, inventory and prepaid expenses): m) Net Fixed Assets n) Other Assets o) Current Liabilities (e.g., accounts payable, notes payable, accrued expenses, provision for income taxes, advances, accrued salaries, real estate encumbrances and accrued payroll taxes). p) Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares par values, earned surplus, and retained earnings): 21. State the name of the firm preparing the financial statement and date thereof: 22. Is this financial statement for the identical organization named on page one? ❑ YES ❑ NO 23.If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent -subsidiary). 26 0 01 Tamara, P,urohas;ri) (fix Contracts DivisioJ ) The Offeror acknowledges and understands that the information contained in response to this Qualification Statement shall be relied upon by owner in awarding the contract and such information is warranted by Offeror to be true. The discovery of any omission or misstatement that materially affects the Offeror's qualifications to perform under the contract shall cause the owner to reject the proposal, and if after the award, to cancel and terminate the award and/or contract. Signature /_[H:/:1811A44lie] 4J�14►111111 OFFEROR'S QUALIFICATION STATEMENT State of County of On this the day of , 20_, before me, The undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA 27 (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath ..................................................................................................................................................................................... NON -COLLUSIVE AFFIDAVIT State of )ss. County of deposes and says that: being first duly sworn, 1. He/she is the (Owner, Partner, Officer, Representative or Agent) of ,theOfferorthat has submitted the attached Proposal; 2. He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; 3. Such Proposal is genuine and is not a collusive or sham Proposal; 4. Neither the said Offeror nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Offeror, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from bidding in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Offeror, firm, or person to fix the price or prices in the attached Proposal or of any other Offeror, or to fix any overhead, profit, or cost elements of the Proposal price or the Proposal pace of any other Offeror, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; 5. The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Offeror or any other of its agents, representatives, owners, employees or parties in interest, including this affiant. Signed, sealed and delivered in the presence of: Witness Witness 28 0 Printed Name Title • 1-1 • NON -COLLUSIVE AFFIDAVIT State of Florida County of On this the day of , 20 , before me, the undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC 0 SEAL OF OFFICE: • NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath 29 Gify i')l TEIf3,Pr,";irac �=i.i�"C:;��Ia ing t�S.' _')t� in,::acfs Division VENDOR DRUG -FREE WORKPLACE Preference may be given to vendors submitting a certification with their bid/proposal certifying they have a drug -free workplace in accordance with Section 287.087, Florida Statutes. This requirement affects all public entities of the State and becomes effective January 1, 1991. The special condition is as follows: IDENTICAL TIE BIDS - Preference may be given to businesses with drug -free workplace programs. Whenever two or more bids that are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 0 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later that five (5) days after each conviction. 5. Impose a section on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this form complies fully with the above requirements. Authorized Signature 30 Company Name • 0 CERTIFICATION THIS DOCUMENT MUST BE SUBMITTED WITH THE BID We (1), the undersigned, hereby agree to furnish the item(s)/service(s) described in the Invitation to Bid. We (1) certify that we(I) have read the entire document, including the Specifications, Additional Requirements, Supplemental Attachments, Instructions to Bidders, Terms and Conditions, and any addenda issued. We agree to comply with all of the requirements of the entire Invitation To Bid. Indicate which type of organization below: INDIVIDUAL ❑ PARTNERSHIP ❑ CORPORATION ❑ OTHER ❑ If "Other", Explain: Authorized Signature Name (Printed or Typed) Title Federal Employer I.D./Social Security No. Company Name Telephone Address Fax Number City/State/Zip Contact Person Contact Email Address 0 ("fly of 78nr;if"lic &:a€.€rC,.%i2 :i77"Cf & Gon&i=Pds Dt`J€si()r,, CERTIFIED RESOLUTION I, (Name), the duly elected Secretary of (Name of Corp.), a corporation organized and existing under the laws of the State of , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT (Name)", the duly elected (Title of Officer) of (Name of Corp.) be and is hereby authorized to execute and submit a Bid and/or Bid Bond, if such bond is required, to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. 0 NAME TITLE SIGNATURE Given under my hand and the Seal of the said corporation this —day of Kc, (SEAL) By: Secretary Corporate Title NOTE: The above is a suggested form of the type of Corporate Resolution desired. Such form need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the City of Tamarac that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. .m.._.................... m.. ................................ ............ _................. ............ ... _.... ._......... __.......�.._. ..�. ,._..................... .................... .......... .._........... _ ................... '2 11 • BETWEEN THE CITY OF TAMARAC AND THIS AGREEMENT is made and entered into this day of 2011 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 , a corporation with principal offices located at (the "Consultant") to provide for "as needed" project task engineering services under this continuing services agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, bond(s), (if applicable), and insurance certificate(s), the City Resolution awarding the project, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", engineering project task services. Each project task required by the City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of the City. 2.1.2 Consultant shall perform engineering/architectural/surveying services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Consultant shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Consultant shall at all times have a competent field of t:J11CDivisioni supervisor on the job site to enforce these policies and procedures at the Consultant's expense. 2.1.4 Consultant 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. 2.1.5 Consultant shall comply with any and all Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold the City harmless for any damages resulting from failure of the Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 0 Purchasing & (;onfr<acis Divi , co 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1. GENERAL INDEMNIFICATION: Consultant shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Consultant, any sub -Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Consultant in the performance of the Work; or c). liens, claims or actions made by the Consultant or any sub -consultant under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 7.4. The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties • therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of 35 %.;fry C)t MY.... . () 7 Vt . which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.5. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.6. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, 0 36 ,..' Tamarac i.!""(;h�i�l o & %.t1f1r`ra--f.x DiviSkw) is rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant City (V fafu<ara[, F'r.?r'r d` a. i,,1 &C;:c: r' ftr f< Divh k:�,; abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 0 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non- performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 3 C it'v of T a: ny<."EYac 0 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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 Is involving this Agreement. • Remainder of Page Intentionally Blank 39 ..`if;6j ;,.' i 7'`7t: "E^ IIiIY�{911i1Yi l�u 'Pi:Ism & Contracts Dms,,oa IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its , duly authorized to execute same. /_ 11114' 116 Peter M.J. Richardson, CRM, CIVIC City Clerk Date ATTEST: (Corporate Secretary) Type/Print Name of Corporate Secy. CITY OF TAMARAC Pamela Bushnell, Mayor Date Michael C. Cernech, City Manager Date: Approved as to form and legal sufficiency: City Attorney Company Name Signature of Corporate Officer Type/Print Name of Corporate Officer (CORPORATE SEAL) Date • 40 11 CORPORATE ACKNOWLEDGEMENT :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 , of , a Corporation, to me known to be the person(s) described herein 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 , 2011. 41 Signature of Notary Public State of Florida at Large Print, Type or Stamp Name of Notary Public ❑ Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. LIST OF CAPITAL IMPROVEMENT PROJECTS OR STUDIES THAT MAY EXCEED CURRENT STATE OF FLORIDA CCNA THESHOLDS WITHIN THE NEXT (5) YEARS. Wastewater System Master Plan (Study) - Utilities Department Tamarac Fire Station East — Public Works Department • • 41'e.. 00y>0 oa>C) 00a>0 oo accn ao (b (C N fD CD [D CD N, f� CD (9 (D Cl)� y. 0 n. , t y Ill ,n. y m A 0 C7 0 rt ill o CDm 0 y m Q O O O CU O Cl 7 9 O 7 O O LUG 7 O 1 1 rtto 1 1 1 1 1 1 rt O CD¢ �? m c r m c� a m =' m CD (1 n CD 5 n CD 3 � n CD 0 a ry1 O b O p O O O O O O d C 9 N y .+ 0) L. N lD LC CD CT (D (D ic W �U1Cn V x x A (gyp N Q V0043 dNN dCD'(D 0(Dj y O 7 N (n OD 0) (0 Gh •�� C7�' �''' C�WNN NNNN AOD�W I�P N �4"], x x W N CA V CA V CnU�CTi -L A -A *' NNNN NNNI x x y co LnC) WAN W 00OD�0 OD•.1� W W A� d d W N a D V 46 0 -1�1 XnyCDxxN d 1t1ODdNCn C7 * ODCbCn ONOD Am aX G)WmO p �U1�.A CnCnCnUl ��74 Z N.a Wa.� C— �N� x x o o+ O I VCR co O N3cnOD n d(DODN m 0001OD ? �1 r O r C7 rb c7 00-4 0 0 cntntntn � in ���� N N a NNNN an d m � 1vNNN d -4 x � INC W W al al a W da -► c z m � c (o �� P WOD(JDONDNODN ,,InEmo) x x CD W CO) a ci m � ClNd W ..:� N CnCnCn� o �-��� m N ao �' V W , Z NC)N)C) NO� d -►-+ODxxS ic 0 W OD CD (D j N s W " x x c c K COCD o Cn 0 -' m 3 `� o jC11C"0)al ���3 C NNNN Q• NNNN x x Q C W C n d d p W N d C 7 C 7 C a W C] -8 N N H N -• n n NMC"Cn4 ul cn U' `'' d d N�� aN�� x x O1 Cain CA d co d 1 d d co Cn Cn N co V N v N CTl CTl CTl Cn d d cD ~ N (D Ul 0 Ul O OD 0 x x C. ((a OODD '© Cil al al CT1 O d N W A V C� Q N V .i C) x x 3 co w V VOnV' C:� CJl Cn Cal' ���j� NNNW NNNN xx 0 Cll (;1 co N 4 d 4 Cif co p. 0 co OD 4 to a 3 Cr? CI 'OD V V CA Cri 'Cif Cn, '' W- a W' N N N 'CD W N (w N x x .4 a (.n � V Cal •P � CA C� OD -4 C7 OD 0 Op, L71 =� N 0)CnNCJI �dq� NNNN PO PO x x N d (O N W N Cn (D -� N Cn N' Cn m Z N Cn d C11 W 4 -0. 4 -4CJl 0 ald CTl �� d LO (O a Cn a.a CD Cn a Cn NN�� d ' CT W x x .a. -Ci if C* JCnicni, lcnWNW IOD(D�W o x x � � VV N C71 IV CD 1 J n N B 3 C =n LD m m co) C Wa o� m O C m m m Z v_ 0 T r m tip X z 0 0 n c rn 0 Cl) S11 5 C1 (n CD tb m 0 n m CD cn C CD 3 0 a m X y WQ3 CnCnLnCn OECD -4o�OD� NNODCfl x x 0) m -4AW� NNNO co QWOD� 04ODd x % a OD <D m CnO)aC nctinn tti gy x xcn0 ip tp �j �A C�W 0WA- c a Z � m m N N (3)Cn4�-Cn Cn Cn U1 Cn (0 N) PO NNNN x x L Z N N OD V Cn Cn 0 d N Cn co N O OD m E� -4-4 CANWN C tL NWN xCi xmw x A 1 S N cn V CnCnCnCn ON OW O x x W C O co W� W O CnNCn� OD C Cn C]ti Cn U7 ao o CC) (0 pD pD x x > 0) 0 O0D CA O O OD Da O S N cn8oCA X x COCC3A0 �F*�N CA) WOD�OD NV --�C%i ' ..� O m T-4O c 00 Nwml=" NoO N h,co ��v � cOD o n a X On ?�Cn4 �1 CO -I CD r- M ���s > NjN-+ O tD -> OD in'NN� Cn 0 co•p x x 3 O @ lalllo x OW �N m NWcriN MONO x x CO) .Z Cn�.Np4 3 II r$ CA V 0) N W co G -I 10 CO OD N 3 ITI N�33 x x m � � Cn OD Cn --• .-, 3 to tp ao � � z �, to N Ca x -- r+� 3 r".) x WNN' C Cb0 CnNLn d00' W K 0 V OD co ON V V x x O x O Gn w '� O O s Vim, 4 Cn W W �• co s CO V 0. N N3• .� N x x d O CA CO 0 � 7 O W 0 C) y C D Cn W rt N rr O .r � ry► r.r y 000D x x 3 d m CA N 4 Cn Cn N O Cn -� OD N Cn co OD Cn �a CO ow�ly Delp Wit x x m to � 00--4M 1�� NNNN NN W N x x e 0 0 N� Cn N Cn N Cn � y 0 Cn � 0 CA p 3 N $ C Ln .a BOND co V x x C th CC"0OODD--4 ON 0 CCD 1 Q i)1 CR [?i C71' .i1 CM �a N .a. W d N OD N V IV Cr NNW W OD O IV x x 4l h � C7D N C3f"J.,,ppCn '�ICO0-4 ���� CA) NNNN x x N NA,NN 0ODCnN Cn073W S O 7 Z N� C�Cl�Ct1C' n U)M(ACn co NN'N NNNN x x � � N,COCt1dOR NN O CD4Cnd W4�W m n 0 CD m C N 0 m 0 OD N N O_ 1 m n z Z Z m C m Cl) X m m m v_ 0 r m -A 7L i AGREEMENT BETWEEN THE CITY OF TAMARAC UZII] ACAI ASSOCIATES, INC. THIS AGREEMENT is made and entered into this � day of &t , 2011 by and between the City of Tamarac, a municipal corporatiog with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and ACAI Associates, Inc., a Florida corporation with principal offices located at 2937 W. Cypress Creek Road, Fort Lauderdale, FL 33309 (the "Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certiflcate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VI I, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be bome by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8 Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9 Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10 Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11 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: C400 City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT ACAI Associates, Inc. 2937 W. Cypress Creek Road Fort Lauderdale, FL 33309 (954) 484 4000 12 Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13 Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14 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. 15 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. 16 Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17 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. 18 Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. _ � g41SHED • 4 = gSTA ❑ m • j 96g p • SEAL O: Peter M.J City Clerk ez�(Z:'o Date Adolfo J. Cotilla Type/Print Name of Corporate Secy (GbAPORATE SEAL) CITY OF TAMARAC Pamela Bushnell, Mayor Michael C. Cernech, City Manager' Date: Approved as to form and legal sufficiency: X m1h hot Cit Attorne ACAI ssociates, 1 Comp ny Name Signature of Corporate Officer Adolfo J. Cotilla Jr. Type/Print Name of Corporate Officer Date CORPORATE ACKNOWLEDGEMENT STATE OF Vc�04& 4�- COUNTY OF_E(�twA-C4) 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 Adolfo J. Cotilla Jr., of ACAI Associates, Inc., a Florida Corporation, to me known to be the person(s) described herein 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 c]L L1, Xi , 2011. L gig na ure 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 EK DID take an oath, or ❑ DID NOT take an oath. AGREEMENT BETWEEN THE CITY OF TAMARAC IK191 CALVIN, GIORDANO & ASSOCIATES, INC. THIS AGREEMENT is made and entered into this -day ofcG 2011 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 Calvin, Giordano & Associates, Inc., a Florida corporation with principal offices located at 1800 Eller Drive, Suite 600, Fort Lauderdale, FL 33316 ("Consultant") to provide for "as needed" professional services under this continuing service agreement Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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: [on CA City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Calvin, Giordano & Associates, Inc. 1800 Eller Drive, Suite 600 Fort Lauderdale, FL 33316 (954) 510-4700 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. C ESTABLISHED _ O ; 1963 • SEAL ATT�ES/��r`� Peter M.J. Rirhardson, CRM, CIVIC City Clerk Date Ltli926"1M I CITY OF TAMARAC aubuw� . Li Pamela Bushnell, Mayor 7•d t ichael C. Cernech, City M nager it l l b �c Da e: Approved as to form and legal sufficiency: Vnw/j AI.., ly' City �Xdlney Calvin. Giordano & Associates. Inc. CompEre Corporate Secretary) Signature of Corpora a Officer Dawn Hopkins Type/Print Name of Corporate Secy Dennis J. Giordano Type/Print Name of Corporate Officer (CORPORATE SEAL) Date CORPORATE ACKNOWLEDGEMENT STATE OF flCY1% . .ss COUNTY OF d 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 Dennis Giordano, President of Calvin, Giordano & Associates Inc., a Florida Corporation, to me known to be the person(s) described herein 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 , Jt)Iu 1 2011. aip` �c ELIZABETH LINARES = Notary Public - State of Florida My Comm. Expires Sep 14, 2013 I CommI$3Ion # DD 925145 Signature of Notary Public State of Florida at Large Q 2a bcAj Lira re,) Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. BETWEEN THE CITY OF TAMARAC U'p CORZO CASTELLA CARBALLO THOMPSON SALM,,//AN, PA (C3TS) THIS AGREEMENT is made and entered into thiOLTday of l � , 2011 by and between the City of Tamarac, a municipal corporation with princi al offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Corzo Castella Carballo Thompson Salman, P.A., a Florida corporation with principal offices located at 901 Ponce De Leon Blvd., Suite 900, Coral Gables, FL 33134 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or 3) 4) 5) hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. Schedule It is understood that this Agreement is a from date of execution by City. The City additional two (2) year term, subject satisfactory performance. No work shall task authorization is provided in writing t( award authority. Each task authorization start and completion times for that task. Contract Sum term contract for three (3) years may renew this contract for an to Consultant acceptance and be performed unless a specific Consultant by appropriate City shall include information as to The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT (Local Office) C3TS 3996 NW 9t" Ave Fort Lauderdale, FL 33309 (954) 565-2113 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its Vice President, duly authorized to execute same. II III II//" CITY OF TAMARAC Vim•. •.9� : �� !ti. �� Pamela Bushnell, Mayor co.'ESTABLISHED': Q= f O ., 1963 : Q '•. SEAL D O CO V41� ATT T: /I// ichae C. ernech, City Manager �'✓,�I Peter M.J. Ric rdson, CRM, CMC Date: City Clerk t12-)II114 - - Date ATTEST: Approved as to form and legal sufficien City Atforney Corzo Castella Carballo Thompson Salman, Inc. C3TS Company Name rporate ecretary) Sigure of Corporate Officer Javier F. Salman Type/Print Name of Corporate Secy (GOEWORATE SEAL) Jeffrey S. Crews, Vice President Type/Print Name of Corporate Officer 9 `%I11, Date CORPORATE ACKNOWLEDGEMENT STATE OF :SS COUNTY OF 6M(uL)a rd 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 Jeffrey S. Crews, Vice President of C3TS, a Florida Corporation, to me known to be the person(s) described herein 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 L , 2011. Tlo-�Si ture of Notary Public State of Florida at Large ,v �•, STEPHANIE J. ALLEN .'4PRY Pub'• Notary Public - State of Florida My Comm. Expires Jul rint, Type or Stamp Commission # DD 908857 a of Notary Public Bonded Through National Notary A ry .� Personally known to me or ❑ Produced Identification Type of I.D. Produced DID take an oath, or ❑ DID NOT take an oath. BETWEEN THE CITY OF TAMARAC AND DAVID S GERCHAR, INC. THIS AGREEMENT is made and entered into this A4day of 2011 by and between the City of Tamarac, a municipal corporation with princi al offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and David & Gerchar, Inc., a Florida corporation with principal offices located at 12075 NW 40th Street, Coral Springs, FL 33065 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each projectttask authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be bome by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT David & Gerchar, Inc. 12075 NW 40th Street Coral Springs, FL 33065 (954) 510-4700 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. - a) .:ESTABLISHED" ¢ = 1963 : O SEAL A ST: o 1���`��\ Peter M.J. Richardson, CRM, CIVIC City Clerk Date CITY OF TAMARAC &L,L Pamela Bushnell, Mayor Da rL�T��II -- Michael C. Cernech, City Manager Date: Approved as to form and legal sufficiency: Y/ e �6kk FlItIv City bRorney ATTEST: David & Gerchar, Inc. Company Name (Corporate Secretary) Signature of Corporate Officer Theodore J. David Type/Print Name of Corporate Secy (CORPORATE SEAL) Theodore J. David Type/Print Name of Corporate Officer Date CORPORATE ACKNOWLEDGEMENT STATE OF :SS COUNTY OF 131l0j,r,4rzy 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 Theodore David, President of David & Gerchar, Inc., a Florida Corporation, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that he/she executed the same. iri WITNESS my hand and official seal this. day of. TuLq .2011. Signa ure of Nov Public State o ri a at Large NOTARY PUBLIC -STATE OF FLORIDA Richard R. Maroney Commission #DD793189 Expires: JUNE 29, 2012 RONDED T IRU ATLANTIC: BONDING CO., INC. Print, Type or Stamp Name of Notary Public [� Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ® DID NOT take an oath. AGREEMENT BETWEEN THE CITY OF TAMARAC /_1►111 FLORIDA TRANSPORTATION ENGINEERING, INC. THIS AGREEMENT is made and entered into this Q�day of , 2011 by and between the City of Tamarac, a municipal corporation with prin64pal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Florida Transportation Engineering, Inc., a Florida corporation with principal offices located at 8250 Pascal Drive, Punta Gorda, FL 33950 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Florida Transportation Engineering, Inc. 8250 Pascal Drive Punta Gorda, FL 33950 (305) 463 8411 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. �����i►►rri� CITY OF TAMARAC Pamela Bushnell, Mayor cv : ESTABLISHED' p • 1963 4 SEAL Date 9 r0 U NTy``����. AT T Michael C. Cernech, City Manager �%+t Peter M.J. Ric rd n, CRM, CIVIC City Clerk Date ATTEST: Date: Approved as to form and legal sufficien . y. 4 (1� m. City tt rney Florida Transportation Engineering Company Name (Corporate Secretary) Signature of Corporate Officer Ravi Devaguptapu _ Ravi Deva u to u Type/Print Name of Corporate Secy. Type/Print Name of Corporate Officer (CORPORATE SEAL) Date CORPORATE ACKNOWLEDGEMENT STATE OF Florida SS COUNTY OF Charlotte 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 Ravi Devaguptapu, President of Florida Transportation Engineering, Inc., a Florida Corporation, to me known to be the person(s) described herein 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 July 29 ig of Notary Public State of Florida at Large JYOTHIKAMARAJUGADDA MY COMMISSION # DO 90840-4 EXPIRES: July 19, 2013 Print, Type or Stamp Bonded Thru Notary Public Underwriters Name of Notary Public ❑X Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. AGREEMENT BETWEEN THE CITY OF TAMARAC AND ECKLER ENGINEERING, INC. THIS AGREEMENT is made and entered into this Jaclay off 2011 by and between the City of Tamarac, a municipal corporations with principal offices located at 7525 N.W. $$th Ave., Tamarac, FL 33321 (the "City") and Eckler Engineering, Inc., a Florida corporation with principal offices located at 4700 Riverside Drive, Suite 110, Coral Springs, FL ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. B) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Eckler Engineering, Inc. 4700 Riverside Drive, Suite 110 Coral Springs, FL 33067 (954) 510-4700 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. OF'TA/A4 „ c ESTABLISHED - City Clerk CITY OF TAMARAC ,L e,?LJ1 Pamela Bushnell, Mayor V Approved as to form and legal t sufficient : Date Pro City A orney ATTEST: Eckler Enaineerina. Inc. Company Name (Corporate Secretary) ignature of Corporate Officer Donald A. Eckler Type/Print Name of Corporate Secy Donald A. Eckler Type/Print Name of Corporate Officer Z,�// (CORPORATE SEAL) Date CORPORATE ACKNOWLEDGEMENT STATE OF Florida SS COUNTY OF Broward 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 Donald Eckler, of Eckler Engineering, Inc., a Florida Corporation, to me known to be the person(s) described herein 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 July 28 , 2011. ,.,......... Signature of Notary Public FRAGASSC]�..,.�. State of Florida at Large (;nmm# DD0855027 4?, Expjq,,,, 5/1/2013 Linda C. Fracasso r;iar,,c:ryA........ Print, Type or Stamp Name of Notary Public ® Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ® DID NOT take an oath. 'r * AGREEMENT BETWEEN THE CITY OF TAMARAC /_1►191 HSQ GROUP, INC. THIS AGREEMENT is made and entered into this � day of &1 2011 by and between the City of Tamarac, a municipal corporation with print al offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and HSQ Group, Inc., a Florida corporation with principal offices located at 1489 W. Palmetto Park Rd., Suite 340, Boca Raton, FL 33486 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any k7 additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 rr. 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT HSQ Group, Inc. 1489 W. Palmetto Park Rd, No. 340 Boca Raton, FL 33486 (561) 392-0221 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. O IF TA 4,fq Eal. ESTABLISHED ¢_ 1963 : O ' SEAL Q ATTE ^ Peter M.J. Ric ar on, CRM, CIVIC City Clerk Date RuTtal Antonio Quevedo 1 CITY OF TAMARAC a zL I Pamela Bushnell, Mayor �u -- Da Michael C. Cernech, City Manager��� -_ g - &0 � 1 Date: Approved as to form and legal sufficiency: City torney r —�� SQ Group, Inc. ompany Name Signature of Corporate Officer Type/Print Name of Corporate Secy. Jay Huebner Type/Print Name of Corporate Officer (CORPORATE SEAL) Date CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA SS COUNTY OF Palm Beach 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 Jay Huebner, Vice President of HSQ Group, Inc., a Florida Corporation, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this y',"; Abram9B k. ; Con' nv;ston # DA91 oCt 03, 13 day of J ly z�th 12011, Signature of Notary Public State of Florida at Large Roseann Abrams Print, Type or Stamp Name of Notary Public Fx-1 Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or Fx-1 DID NOT take an oath. AGREEMENT BETWEEN THE CITY OF TAMARAC AND IBI GROUP, INC. THIS AGREEMENT is made and entered into thisl#�day of 2011 by and between the City of Tamarac, a municipal corporation with grin pal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and IBI Group, Inc., a Florida corporation with principal offices located at 2200 Park Central Blvd. North, Suite 100, Pompano Beach FL 33064 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT IBI Group, Inc. 2200 Park Central Blvd. N, Suite 100 Pompano Beach, FL 33064 (954) 974 2200 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its Vice President, duly authorized to execute same. TAM��9 ESTAgL1SHED ao OSEAL r p_ AT �E T' Peter M.J. Rlctyl�r son, CRM, CMG City Clerk Date CITY OF TAMARAC L ��,L , ( t Pamela Bushnell, Mayor Dat 4cha���o el C. Cernech, City a —nag erA -'r) t- f - �ro ( t Date: Approved as to form and legal suffici '7V14 A a City torney ATTEST- IBI Group, Inc. mp Name Signature 4f Corporate Officer Vice President/Systems James Barbosa Vice President/Systems Marty Carrasco Vice President/Architecture Type/Print Name of Type/Print Name of Corporate Officer �t✓`Qt:?PORATE SEAL) Julv 28, 2011 Date Scott Stewart, Managing Principal Date: July 28, 2011 CORPORATE ACKNOWLEDGEMENT STATE OF Florida COUNTY OF Broward 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 Marty Carrasco, Vice President of IBI Group, Inc., a Florida Corporation, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that he/she executed the same. 28 WITNESS my hand and official seal this. day �►"� .i?'car: JENNIFER L ODOM • • MY COMMISSION # DD966033 EXPIRES January 27, 2014 "398-0153 FlondalloLmService.com 2011. §Aafuff of Notary Public State of Florida at Large Vvw ' Print, Type or Stamp Name of Notary Public © Personally known to me or �] Produced Identification Type of I.D. Produced ❑ DID take an oath, or [--xl DID NOT take an oath. AGREEMENT BETWEEN THE CITY OF TAMARAC AND KIMLEY-HORN AND ASSOCIATES, INC. THIS AGREEMENT is made and entered into this 1 day of r 2011 by and between the City of Tamarac, a municipal corporation with princi al offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Kimley-Horn & Associates, Inc., a North Carolina corporation with principal offices located at 3001 Weston Parkway, Cary, NC 27513 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney_at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT (Local Office) Kimley-Horn & Associates, Inc. 5200 NW 33rd Ave., Suite 109 Fort Lauderdale, FL 33309 (954) 535-5100 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. 0 F�TAM q ���, CITY OF TAMARAC J�Jaj1S'•. a Pamela Bushnell, Mayor ES1 a4 O' SEAS r'�vO Date ATT is ael C. Cernech, City Manager Peter M.J. Rich d n CRM, CIVIC Date: City Clerk Approved as to form and legal sufficie cy: Date Ci y ttorney A-90 (Corea#� Secretary) Assisfar� Rmehwd N. k Type/Print Name of Corporate Secy (CORPORATE SEAL) p'N� P 0� LCO m SEAL z Kimley-Horn & Associates. Inc. Company Name Signature of Corporate Officer Gary R. Rata Type/Print Name of Corporate Officer e111 Date CORPORATE ACKNOWLEDGEMENT 'b , STATE OF b �) �arfl :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 Gary R. Ratay, Vice President, Kimley-Horn & Associates Inc., a North Carolina Corporation, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. dayaof �_ i 12011. ` r )Signbture of Notary Public State of Florida at Large Print, Tyhe or tamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ ID take an oath, or DID NOT take an oath. r._. yHANpASUTTONLAYNE MY COMMISSION # DD 967415 WIRES: Aprll 4, 2014 somimi Thal NaWy public Underwriters AGREEMENT BETWEEN THE CITY OF TAMARAC F-11►17 MANUEL SYNALOVSKI ASSOCIATES, LLC THIS AGREEMENT is made and entered into this � day of 2011 by and between the City of Tamarac, a municipal corporat/l ` with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Manuel Synalovski Associates, LLC a Florida corporation with principal offices located at 7027 West Broward Blvd., Plantation, FL 33317 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Manuel Synalovski Associates, LLC 7027 West Broward Blvd. Plantation, FL 33317 (954) 961 6806 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its Managing Principal, duly authorized to execute same. � SSTAet-ISHED - ® 1,963 SEAL Q = - -vp• O - ATT T �'ii,C0 U NJ�;�--� Peter M.J. City Clerk CITY OF TAMARAC Pamela Bushnell, Mayor � -4-?'oII Date Michael C. Cernech, City Manager 9-\�'t-k --\�'p�_� , CMC Date: v ' 1 Approved as to form and legal suffic Date City ttorney ATTEST: Manuel Synalovski Associates, LLC Company Name Signature o rporate Officer (C a Secretary) Type/Print Name of Corporate Secy. (CORPORATE SEAL) Manuel Synalovski Type/Print Name of Corporate Officer Date STATE OF V1Qr101A :SS COUNTY OF `fx"oU-'y&CJ 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 Manuel Synalovski, of Manuel Synalovski Associates, Inc., a Florida Corporation, to me known to be the person(s) described herein 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 .2011. Signature of Notary Public State of Florida at Large gNL C. �lIN�����i ` ^ 4i C �Ve� C 19,20A; : s . Print, Type or Stamp Name of Notary Public =*• ►, ion saM = [� Personally known to me or b..U,a��y,�� ❑ Produced Identification �B��l11STA Ore\, 11111 Type of I.D. Produced ❑ DID take an oath, or [KDID NOT take an oath. AGREEMENT BETWEEN THE CITY OF TAMARAC FAI,101 MATHEWS CONSULTING, INC. THIS AGREEMENT is made and entered into this day of 2011 by and between the City of Tamarac, a municipal corporatio with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Mathews Consulting, Inc., a Florida corporation with principal offices located at 477 S. Rosemary Ave., Suite 330, West Palm Beach, FL 33401 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Mathews Consulting, Inc. 477 S. Rosemary Ave. Suite 330 West Palm Beach, FL 33401 (561) 655-6175 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. 0� �TArMjq m ESTABLISHED i =p 1963 : �= r0• - ry'• SEAL 01 ` ATT�"'I c��\��\\ CITY OF TAMARAC I a4&j.-,-22&L�z Pamela Bushnell, Mayor 2d &/tyi ichael . Cernech, City Manager 0 Peter M.J. RIfIdso6n, CRM, CIVIC Date: City Clerk elz�P)�n, Date ATTEST: (Corporate Secretary) David L. Mathews Type/Print Name of Corporate Secy. (CORPORATE SEAL) Approved as to form and legal suffici cy: AMIAAA14 91Z;. 11 City ,/Attorne Mathews Comoar. Sign ulting, Inc. Corporate Officer Rene L. Mathews Type/Print Name of Corporate Officer n-2-3--11 Date CORPORATE ACKNOWLEDGEMENT STATE OF :SS COUNTY OF 1-' : 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 Rene L. Mathews, of Mathews Consulting, Inc., a Florida Corporation, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal thisyday of �;y �� , 2011. Signature of Notary, ublic Notary P"blic State of Florida State of Florida at Large Nancy Armstrong a _ My Commission DD786482 OF F.° ExPires 06/06/2012 J Print, Type or Stamp Name of Notary Public 9" Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. I AGREEMENT BETWEEN THE CITY OF TAMARAC AND MCMAHON ASSOCIATES, INC. TRANSPORTATION ENGINEERS THIS AGREEMENT is made and entered into this�day of �2011 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 McMahon Associates, Inc., a Pennsylvania corporation with principal offices located at 5500 Village Blvd., Suite 103, West Palm Beach, FL 33407 ("Consultant") to provide for "as needed" professional services under this continuing service agreement. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Document No. 11-15R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, and insurance certificate(s), the City Resolution awarding the contract, and all modifications issued after execution of this Agreement. These 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 of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor and materials, necessary to provide various "as needed", professional task authorized services. Each project/task authorization required by City shall be identified and described in detail by Consultant and approved in writing by the appropriate award authority of City. 2.1.2 Consultant shall perform professional services as detailed in the specific task authorization agreement as approved by City. 2.1.3 Consultant shall comply with any and all applicable Federal, State, and local laws and regulations currently in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified in the original bid or proposal 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, and all other insurance as required by the City, including Professional Liability when appropriate. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Consultant will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Consultant shall indemnify and hold City harmless for any damages resulting from failure of Consultant to take out and maintain such insurance. Consultant's General Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self- insurance retentions on Consultant's Liability Insurance policies. 4) Schedule It is understood that this Agreement is a term contract for three (3) years from date of execution by City. The City may renew this contract for an additional two (2) year term, subject to Consultant acceptance and satisfactory performance. No work shall be performed unless a specific task authorization is provided in writing to Consultant by appropriate City award authority. Each task authorization shall include information as to start and completion times for that task. 5) Contract Sum The Contract Sum for all work awarded shall be detailed in writing for each separate Task Authorization. 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1 GENERAL INDEMNIFICATION: Consultant shall, indemnify and hold harmless the City, and its agents, officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be borne by the Consultant. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3 The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. 7.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. 7.5 Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant 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 Consultant 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 Consultant 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 Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent 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 Consultant shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Consultant, which policies of Consultant shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City and the City will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) 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 City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT McMahon Associates, Inc. 5500 Village Blvd., Suite 103 West Palm Beach, FL 33407 (561) 840-8650 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Consultant for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Uncontrollable Forces 13.1 Neither the City nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 13.2 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 obligations of this Agreement. 14) 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. 15) 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. 16) Signatory Authority The Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 17) 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. 18) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 19) 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. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its President, duly authorized to execute same. VGA, -qO ESTABLISHED 4 i ©= = 0 ' SEAS- O = Peter M.J. City Clerk VA-� , Date PCITY OF TAMARAC aA.atL32LtiLu-- Pamela Bushnell, Mayor Date: Approved as to form and legal suffic' cy: Cit Attorney McMahon Associates. Inc. John S. DePalma John S. DePalma Type/Print Name of Corporate Secy (CORPORATE SEAL) Type/Print Name of Corporate Officer ,fu j . i 2y Date STATE OF r� n :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 John DePalma, Vice President of McMahon Associates, Inc., a Pennsylvania Corporation, to me known to be the person(s) described herein 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 C��- , "- -- , 2011. Signature of Notary Public State of Florida at Large 4491 pU No=08/25/2012 of Florida Print, Type or Stamp � -ie Nlyo�ssssz Name of Notary Public x O------Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath.