HomeMy WebLinkAboutCity of Tamarac Resolution R-2007-1071
and
Temp. Reso. #11239
Page 1
June 20, 2007
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2007- 10 -7
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, AUTHORIZING
THE APPROPRIATE CITY OFFICIALS TO AWARD
BID NUMBER 07-26B FOR ROOF TARPS TO THE
SHERWIN-WILLIAMS COMPANY FOR ECONOMY
ROOF TARPS AND TO HARPSTER OF
PHILIPSBURG, INC. FOR HEAVY GRADE ROOF
TARPS TO PROVIDE FOR THE PURCHASE OF
ANNUAL REQUIREMENTS FOR ROOF TARPS FOR
THE CITY OF TAMARAC AND ON BEHALF OF THE
SOUTHEAST FLORIDA GOVERNMENTAL
PURCHASING COOPERATIVE FOR A PERIOD
EFFECTIVE UPON AWARD OF THE AGREEMENT,
FOR A PERIOD OF ONE YEAR, WITH THE OPTION
TO EXERCISE UP TO THREE (3) ADDITIONAL ONE
(1) YEAR RENEWALS, PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac is located in a high velocity wind zone;
WHEREAS, as a result of a hurricane, substantial roof damage may occur
to roofs throughout the City; and
WHEREAS, it is in the best interest of the City and its residents to be able
to assess roof damage for structures within the City in an expeditious manner
immediately following a storm; and
WHEREAS, provision of roof tarps to residents will help to control
additional damage resultant from unprotected roofs; and
Temp. Reso. #11239
Page 2
June 20, 2007
WHEREAS, specifications were submitted and bids were solicited for the
purchase of roof tarps on an annual basis on behalf of the City and the Southeast
Florida Governmental Purchasing Cooperative; and a copy of said bid is on file
with the Office of the City Clerk; and
WHEREAS, bids were received on June 8, 2007, from the following
bidders, a copy of said bid tab is included herein as Exhibit "1 ":
Harpster
Sherwin -
United DMCG
Style
Williams
Rentals W.W. Grainger
Economy
$54,100.00
$37,663.40
$62,006.85 $70,049.85 Incomplete — Non -
Tarps
responsive
Heavy -Grade
$12,771.00
$12,826.00
$14,858.80 $21,211.30 No Bid
Tarps
; and
WHEREAS, the best interest of the City and the Southeast Florida
Governmental Purchasing Cooperative is served by awarding agreements to the
lowest aggregate groups for economy tarps and heavy grade tarps, respectively;
and
WHEREAS, the bid submitted by W.W. Grainger was deemed non-
responsive, due to a failure to bid all required sizes of economy tarps; and
WHEREAS, The Sherwin-Williams Company was the lowest responsive
and responsible bidder for the economy tarps, with an aggregate price of
$37,663.40; a copy of said response is on file with the Office of the City Clerk;
and
WHEREAS, Harpster of Philipsburg Inc. was the lowest responsive and
responsible bidder for the heavy grade tarps, with an aggregate price of
$12,771.00; a copy of said response is on file with the Office of the City Clerk;
and
Temp. Reso. #11239
Page 3
June 20, 2007
WHEREAS, funding is available in the event that roof tarps are required
for emergency use by the City in the FY 07 budget for said purpose; and
WHEREAS, the Financial Services Director and the Purchasing and
Contracts Manager recommend that the City award the bid to The Sherwin-
Williams Company for the purchase of annual requirements for economy roof
tarps and to Harpster of Philipsburg Inc. for the purchase of annual requirements
for heavy grade roof tarps; 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
award the bid for the annual requirements for economy roof tarps for the City of
Tamarac and the Southeast Florida Governmental Purchasing Cooperative to
The Sherwin-Williams Co. for a total price estimate of $37,663.40, and to award
the bid for heavy grade roof tarps for the City of Tamarac and the Southeast
Florida Governmental Purchasing Cooperative to Harpster of Philipsburg Inc. for
a total estimate of $12,771.00, for purchases as may be necessary to provide for
the safety of City residents as well as residents of members of the Southeast
Florida Governmental Purchasing Cooperative.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, THAT:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution upon adoption hereof.
Temp. Reso. #11239
Page 4
June 20, 2007
SECTION 2:
The appropriate City
Officials are. hereby authorized
to
award Bid Number
06-26B, and execute
an Agreement, attached herein
as
Exhibit "2" for the purchase of the annual requirements for economy roof tarps for
the City of Tamarac and the Southeast Florida Governmental Purchasing
Cooperative to The Sherwin-Williams Co., in the estimated amount of
$37,663.40, for purchases as may be deemed necessary to provide for the safety
of residents.
SECTION 3: The appropriate City Officials are hereby authorized to
award Bid Number 06-26B, and execute an Agreement, attached herein as
Exhibit "3" for the purchase of the annual requirements for heavy grade roof tarps
for the City of Tamarac and the Southeast Florida Governmental Purchasing
Cooperative to Harpster of Philipsburg, Inc.., in the estimated amount of
$12,771.00, for purchases as may be deemed necessary to provide for the safety
of residents.
SECTION 4: Furthermore, the bid submitted by W.W. Grainger is deemed
non -responsive, due to a failure to submit a complete bid response.
SECTION 5: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 6: If any provision of this Resolution or the application thereof
to any person or circumstance is held invalid, such invalidity shall not affect other
provisions or applications of this Resolution that can be given effect without the
invalid provision or application, and to this end the provisions of this Resolution
are declared to be severable.
1
1
1
Temp. Reso. #11239
Page 5
June 20, 2007
SECTION 7: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of
v [U 2007.
r
r
BETH FLANSBAUM-TAL BISCO
MAYOR
ATTEST:
i
MARION SWEN ON, CMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
RECORD OF COMMISSION VOTE:
MAYOR FLANSBAUM-TALABISCO
DIST 1: COMM. PORTNER
DIST 2: COMM. ATKINS-GRAD
DIST 3: V/M SULTANOF
DIST 4: COMM. DRESSLER
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City of iarnivac Pcirchasing and Contracts Divisiof)
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
THE SHERWIN-WILLIAMS CO.
THIS AGREEMENT is made and entered into this Lj day of J 20A-1
by and between the City of Tamarac, a municipal corporation with p incipal offices
located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and The Sherwin-
Williams, Co. an Ohio corporation duly registered as a Florida Foreign Corporation, with
principal offices located at 101 Prospect Ave., N.W., Cleveland, Ohio 44115 (the
"Contractor") to provide for economy roof tarps for the City, and for agencies within the
Southeast Florida Governmental Purchasing Cooperative (the "Co-op").
Now therefore, in consideration of the mutual covenants hereinafter set forth, the City
and Contractor agree as follows:
1) The Contract Documents
The contract documents consist of this Agreement, Bid Document No. 07-26B,
"Annual Requirements for Roof Tarps", including all conditions therein, (General Terms
and Conditions, Special Conditions and/or Special Provisions), drawings, Technical
Specifications, all addenda, the Contractor's bid/proposal included herein, and all
modifications issued after execution of this Agreement. These contract documents form
the Agreement, and all are as fully a part of the Agreement as if attached to this
Agreement or repeated therein. In the event that there is a conflict between Invitation
for Bid #07-26B, "Annual Requirements for Roof Tarps" as issued by the City, and the
Contractor's Proposal, dated June 8, 2007, Bid #07-26B, "Annual Requirements for
Roof Tarps" as issued by the City shall take precedence over the Contractor's Proposal.
Furthermore, in the event of a conflict between this document and any other contract
documents, this Agreement shall prevail.
2) The Work
2.1. The Contractor shall perform all work for the City required by the contract
documents as set forth below:
2.1.1 Contractor shall furnish all economy roof tarps in the size and grade
as ordered by the City or other member of the Co-op.
2.1.2 Contractor shall comply with any and all Federal, State, and local
laws and regulations now in effect, or hereinafter enacted during
the term of this Agreement, which are applicable to the Contractor,
its employees, agents or subcontractors, if any, with respect to the
work and services described herein.
3) Insurance
3.1. When required by the City, the Contractor shall obtain at Contractor's
expense all necessary insurance in such form and amount as specified in
City of Tamarac Purchasing and Contracts Division
--- ... .. ..... ---. (0--- -
the original bid document or as required by the City's Risk and Safety
Manager before beginning work under this Agreement including, but not
limited to, Workers' Compensation, Commercial General Liability, and all
other insurance as required by the City, including Professional Liability
when appropriate. Contractor shall maintain such insurance in full force
and effect during the life of this Agreement. Contractor shall provide to the
City's Risk and Safety Manager certificates of all insurances required
under this section prior to beginning any work under this Agreement. The
Contractor will ensure that all subcontractors comply with the above
guidelines and will retain all necessary insurance in force throughout the
term of this agreement.
3.2. Contractor shall indemnify and hold the City harmless for any damages
resulting from failure of the Contractor to take out and maintain such
insurance. Contractor's Liability Insurance policies shall be endorsed to
add the City as an additional insured. Contractor shall be responsible for
payment of all deductibles and self-insurance retentions on Contractor's
Liability Insurance policies.
4) Contract Term
The term of this Agreement shall be for one (1) year period from the effective
date of this Agreement. This Agreement may be renewed for up to three (3) additional
one (1) year terms at the same terms and conditions as the original term, upon mutual
agreement of both parties.
5) Pricing
5.1 Prices quoted shall be F.O.B. destination, according to the rate in effect on
the date set forth in the proposal and shall include all fuel surcharges and
demurrage charges. Pricing shall remain and firm and fixed through the
contract period.
5.2 No price increase will be accepted during the initial contract period. The
successful contractor may submit a price increase or decrease request to
be effective on the anniversary date of the Agreement, based on
contractor's actual material, freight or fuel cost. To qualify for this increase,
the contractor must submit justification and written verification from
material/freight/fuel distributor(s) to the Purchasing Division prior to initial
contract term expiration, including copies of actual invoices, or other
appropriate documentation. Under NO circumstances will the contractor
be permitted to request additional profit. The City will accept a price
decrease at any time.
5.3 The prices for economy tarps and accessories are as follows:
Tarp, Economy, 15' x 20'
$13.14 Each Delivered
Tarp, Economy, 20' x 30'
$16.29 Each Delivered
Tarp, Economy, 25'x 30'
$ 27.50 Each Delivered
Tarp, Economy, 30' x 40'
$ 33.40 Each Delivered
Tarp, Economy, 30' x 50'
$ 40.59 Each Delivered
..... ......... ...
2
City of Tamarac Purch,,asing and Contracts Division
6) Payments
Payment will be made after proper delivery of compliant products, and receipt of
a properly completed invoice. All payments shall be governed by the Local Government
Prompt Payment Act, F.S., Part VII, Chapter 218. Each member of the Co-op shall be
responsible for their payment arrangements.
7) Warranty
Contractor shall provide the manufacturer's standard warranty of merchantability,
and fitness for a particular purpose. All warranties are to be provided to the Purchasing
& Contracts Manager prior to the effective date of this Agreement.
8) Indemnification
8.1 The Contractor shall indemnify and hold harmless the City, its elected and
appointed officials, employees, and agents from any and all claims, suits,
actions, damages, liability, and expenses (including attorneys' fees) in
connection with loss of life, bodily or personal injury, or property damage,
including loss of use thereof, directly or indirectly caused by, resulting
from, arising out of or occurring in connection with the operations of the
Contractor or its officers, employees, agents, subcontractors, or
independent Contractors, excepting only such loss of life, bodily or
personal injury, or property damage solely attributable to the gross
negligence or willful misconduct of the City or its elected or appointed
officials and employees. The above provisions shall survive the
termination of this Agreement and shall pertain to any occurrence during
the term of this Agreement, even though the claim may be made after the
termination hereof.
8.2 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.
i. 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.
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.
8.3 Nothing contained herein is intended nor shall be construed to waive City's
rights and immunities under the common law or Florida Statutes 768.28, as
amended from time to time.
9) Non -Discrimination & Equal Opportunity Employment
During the performance of the Contract, the Contractor shall not discriminate
against any employee or applicant for employment because of race, color, sex, religion,
of Tamarac
Purchasing and Contracts Division
age, national origin, marital status, political affiliation, familial status, sexual orientation,
or disability if qualified. The Contractor will take affirmative action to ensure that
employees are treated during employment, without regard to their race, color, sex,
religion, age, national origin, marital status, political affiliation, familial status, sexual
orientation, or disability if qualified. Such actions must include, but not be limited to, the
following: employment, promotion; demotion or transfer; recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor shall agree to post in
conspicuous places, available to employees and applicants for employment, notices to
be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause. The Contractor further agrees that he/she will ensure that
Subcontractors, if any, will be made aware of and will comply with this nondiscrimination
clause.
10) Independent Contractor
This Agreement does not create an employee/employer relationship between the
Parties. It is the intent of the Parties that the Contractor is an independent contractor
under this Agreement and not the City's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State
Worker's Compensation Act, and the State Unemployment Insurance law. The
Contractor shall retain sole and absolute discretion in the judgment of the manner and
means of carrying out Contractor's activities and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this
Agreement shall be those of Contractor, which policies of Contractor shall not conflict
with City, State, or United States policies, rules or regulations relating to the use of
Contractor's funds provided for herein. The Contractor agrees that it is a separate and
independent enterprise from the City, that it had full opportunity to find other business,
that it has made its own investment in its business, and that it will utilize a high level of
skill necessary to perform the work. This Agreement shall not be construed as creating
any joint employment relationship between the Contractor and the City and the City will
not be liable for any obligation incurred by Contractor, including but not limited to unpaid
minimum wages and/or overtime premiums.
11) Assignment and Subcontracting
Contractor shall not transfer or assign the performance required by this
Agreement without the prior consent of the City. This Agreement, or any portion thereof,
shall not be subcontracted without the prior written consent of the city.
12) 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 of ianrarac; Purchasing anti Contracts Division
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
CONTRACTOR
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, OH 44115
Mr. Louis Stellato
13) Termination
13.1 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 Contractor for such termination in which event the Contractor shall
be paid its compensation for services performed to termination date,
including services reasonably related to termination. In the event that the
Contractor abandons this Agreement or causes it to be terminated,
Contractor shall indemnify the city against loss pertaining to this
termination.
13.2 Default by Contractor: In addition to all other remedies available to the
City, this Agreement shall be subject to cancellation by the City for cause,
should the Contractor neglect or fail to perform or observe any of the
terms, provisions, conditions, or requirements herein contained, if such
neglect or failure shall continue for a period of thirty (30) days after receipt
by Contractor of written notice of such neglect or failure.
14) Uncontrollable Forces
14.1 Neither the City nor Contractor shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to
Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non -performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the
prevention or delay of performance by a party of its obligations under this
Agreement and which is beyond the reasonable control of the
nonperforming party. It includes, but is not limited to fire, flood, earthquakes,
5
of Tamarac,, c,, Purchasing and Contracts Division
storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
14.2 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.
15) 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.
16) 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.
17) Signatory Authority
The Contractor shall provide the City with copies of requisite documentation
evidencing that the signatory for Contractor has the authority to enter into this
Agreement.
18) 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.
19) Merger; Amendment
This Agreement constitutes the entire Agreement between the Contractor and
the City, and negotiations and oral understandings between the parties are merged
herein. This Agreement can be supplemented and/or amended only by a written
document executed by both the Contractor and the City.
20) No Construction Against Drafting Party
N
City of Tamarac;
t- Purchasing and Contracts Division
Each party to this Agreement expressly recognizes that this Agreement results
from the negotiation process in which each party was represented by counsel and
contributed to the drafting of this Agreement. Given this fact, no legal or other
presumptions against the party drafting this Agreement concerning its construction,
interpretation or otherwise accrue to the benefit of any party to the Agreement, and
each party expressly waives the right to assert such a presumption in any proceedings
or disputes connected with, arising out of, or involving this Agreement.
Remainder of Page Intentionally Blank
of Tamarac
Purchasing and Contracts Divisiorx
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the
respective dates under each signature. CITY OF TAMARAC, signing by and through its
Mayor and City Manager, and CONTRACTOR, signing by and through its
duly authorized to execute same.
ATTEST:
-_ Marion Swenson, CMC
City Clerk
-� lll�;� 1 c
Ddte
CITY OF TAMARAC
Date
Jeffrey . Mi er, City Manager
-�11
Date
ATTEST: THE SHERWIN-WILLIAMS COMPANY
Company ame
ignatu a of Cor r e Secretary a Vice President eo tzoi�
Louis Stellat Joan L..Ault
Type/Print Name of Corporate Secy, Type/Print Name
(CORPORATE SEAL)
June 27, 2007
Date
City of 7wriarac W Ptlrctlasimg and Contracts division
CORPORATE ACKNOWLEDGEMENT
STATE OF OHIO
1�9
COUNTY OF _ cuYAxoGA
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
Louis E. Stellato & John L. Ault, of The Sherwin-Williams Company an Ohio
Corporation, registered as a Florida Foreign Corporation, to me known to be the person(s)
described in and who executed the foregoing instrument and acknowledged before me that
he/she executed the same.
WITNESS my hand and official seal this . day of June 28 , 2007 .
1, � I
Signature of Notary,Public
^Sj?te %mica" at large
d fro
Notary puwiiC, State of Ohio, Cuy. C:y,
My commission ExpirF14
Print,Type or Stamp
Name of-flotary Public
Rr_ Personally known to me or
❑ Produced Identification
Type of I.D. Produced
❑ DID TAKE AN OATH,
OR
❑ DID NOT TAKE AN
OATH.
6 of 6 ACg'ree me/7t Cotporate Acki7owterige ent
City of Tamarac e..chasing and Contracts Division
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
HARPSTER OF PHILIPSBURG, INC.
THIS AGREEMENT is made and entered into this X day of Jv n- e , 20 a
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 Harpster of
Philipsburg, Inc., a Pennsylvania corporation, with principal offices located at 202
Airport Road, Philipsburg, Pennsylvania 16866 (the "Contractor") to provide for heavy
duty roof tarps for the City, and for agencies within the Southeast Florida Governmental
Purchasing Cooperative (the "Co-op").
Now therefore, in consideration of the mutual covenants hereinafter set forth, the City
and Contractor agree as follows:
1) The Contract Documents
The contract documents consist of this Agreement, Bid Document No. 07-26B,
"Annual Requirements for Roof Tarps", including all conditions therein, (General Terms
and Conditions, Special Conditions and/or Special Provisions), drawings, Technical
Specifications, all addenda, the Contractor's bid/proposal included herein, and all
modifications issued after execution of this Agreement. These contract documents form
the Agreement, and all are as fully a part of the Agreement as if attached to this
Agreement or repeated therein. In the event that there is a conflict between Invitation
for Bid #07-26B, "Annual Requirements for Roof Tarps" as issued by the City, and the
Contractor's Proposal, dated June 8, 2007, Bid #07-26B, "Annual Requirements for
Roof Tarps" as issued by the City shall take precedence over the Contractor's Proposal.
Furthermore, in the event of a conflict between this document and any other contract
documents, this Agreement shall prevail.
2) The Work
2.1. The Contractor shall perform all work for the City required by the contract
documents as set forth below:
2.1.1 Contractor shall furnish all heavy -grade roof tarps in the size and
grade as ordered by the City or other member of the Co-op.
2.1.2 Contractor shall comply with any and all Federal, State, and local
laws and regulations now in effect, or hereinafter enacted during
the term of this Agreement, which are applicable to the Contractor,
its employees, agents or subcontractors, if any, with respect to the
work and services described herein.
3) Insurance
3.1. When required by the City, the Contractor shall obtain at Contractor's
expense all necessary insurance in such form and amount as specified in
of Tamarac
and Contracts Divisioi'r
the original bid document or as required by the City's Risk and Safety
Manager before beginning work under this Agreement including, but not
limited to, Workers' Compensation, Commercial General Liability, and all
other insurance as required by the City, including Professional Liability
when appropriate. Contractor shall maintain such insurance in full force
and effect during the life of this Agreement. Contractor shall provide to the
City's Risk and Safety Manager certificates of all insurances required
under this section prior to beginning any work under this Agreement. The
Contractor will ensure that all subcontractors comply with the above
guidelines and will retain all necessary insurance in force throughout the
term of this agreement.
3.2. Contractor shall indemnify and hold the City harmless for any damages
resulting from failure of the Contractor to take out and maintain such
insurance. Contractor's Liability Insurance policies shall be endorsed to
add the City as an additional insured. Contractor shall be responsible for
payment of all deductibles and self-insurance retentions on Contractor's
Liability Insurance policies.
4) Contract Term
The term of this Agreement shall be for one (1) year period from the effective
date of this Agreement. This Agreement may be renewed for up to three (3) additional
one (1) year terms at the same terms and conditions as the original term, upon mutual
agreement of both parties.
5) Pricing
5.1 Prices quoted shall be F.O.B. destination, according to the rate in effect on
the date set forth in the proposal and shall include all fuel surcharges and
demurrage charges. Pricing shall remain and firm and fixed through the
contract period.
5.2 No price increase will be accepted during the initial contract period. The
successful contractor may submit a price increase or decrease request to
be effective on the anniversary date of the Agreement, based on
contractor's actual material, freight or fuel cost. To qualify for this increase,
the contractor must submit justification and written verification from
mate rial/freight/fueI distributor(s) to the Purchasing Division prior to initial
contract term expiration, including copies of actual invoices, or other
appropriate documentation. Under NO circumstances will the contractor
be permitted to request additional profit. The City will accept a price
decrease at any time.
5.3 The prices for heavy grade tarps and accessories are as follows:
Tarp, Heavy Grade, 30' x 40' $103.20 Each Delivered
Tarp, Heavy Grade, 30' x 50' $129.00 Each Delivered
Industrial Bungee Cord, 24"L, 9mm Diam. $ 0.50 Each Delivered
Industrial Bungee Cord, 36"L, 9mm Diam. $ 0.70 Each Delivered
Tarp Tape, 2"w x 35', waterproof $ 3.50 Each Delivered
of Tamarac Purchasing and Contracts Division
6) Payments
Payment will be made after proper delivery of compliant products, and receipt of
a properly completed invoice. All payments shall be governed by the Local Government
Prompt Payment Act, F.S., Part VII, Chapter 218. Each member of the Co-op shall be
responsible for their payment arrangements.
7) Warranty
Contractor shall provide the manufacturer's standard warranty of merchantability,
and fitness for a particular purpose. All warranties are to be provided to the Purchasing
& Contracts Manager prior to the effective date of this Agreement.
8) Indemnification
8.1 The Contractor shall indemnify and hold harmless the City, its elected and
appointed officials, employees, and agents from any and all claims, suits,
actions, damages, liability, and expenses (including attorneys' fees) in
connection with loss of life, bodily or personal injury, or property damage,
including loss of use thereof, directly or indirectly caused by, resulting
from, arising out of or occurring in connection with the operations of the
Contractor or its officers, employees, agents, subcontractors, or
independent Contractors, excepting only such loss of life, bodily or
personal injury, or property damage solely attributable to the gross
negligence or willful misconduct of the City or its elected or appointed
officials and employees. The above provisions shall survive the
termination of this Agreement and shall pertain to any occurrence during
the term of this Agreement, even though the claim may be made after the
termination hereof.
8.2 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.
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.
ii. 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.
8.3 Nothing contained herein is intended nor shall be construed to waive City's
rights and immunities under the common law or Florida Statutes 768.28, as
amended from time to time.
City of Tamarac
9) Non -Discrimination & Equal Opportunity Employment
Purchasing and Contracts Division
During the performance of the Contract, the Contractor shall not discriminate
against any employee or applicant for employment because of race, color, sex, religion,
age, national origin, marital status, political affiliation, familial status, sexual orientation,
or disability if qualified. The Contractor will take affirmative action to ensure that
employees are treated during employment, without regard to their race, color, sex,
religion, age, national origin, marital status, political affiliation, familial status, sexual
orientation, or disability if qualified. Such actions must include, but not be limited to, the
following: employment, promotion; demotion or transfer; recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor shall agree to post in
conspicuous places, available to employees and applicants for employment, notices to
be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause. The Contractor further agrees that he/she will ensure that
Subcontractors, if any, will be made aware of and will comply with this nondiscrimination
clause.
10) Independent Contractor
This Agreement does not create an employee/employer relationship between the
Parties. It is the intent of the Parties that the Contractor is an independent contractor
under this Agreement and not the City's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State
Worker's Compensation Act, and the State Unemployment Insurance law. The
Contractor shall retain sole and absolute discretion in the judgment of the manner and
means of carrying out Contractor's activities and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this
Agreement shall be those of Contractor, which policies of Contractor shall not conflict
with City, State, or United States policies, rules or regulations relating to the use of
Contractor's funds provided for herein. The Contractor agrees that it is a separate and
independent enterprise from the City, that it had full opportunity to find other business,
that it has made its own investment in its business, and that it will utilize a high level of
skill necessary to perform the work. This Agreement shall not be construed as creating
any joint employment relationship between the Contractor and the City and the City will
not be liable for any obligation incurred by Contractor, including but not limited to unpaid
minimum wages and/or overtime premiums.
11) Assignment and Subcontracting
Contractor shall not transfer or assign the performance required by this
Agreement without the prior consent of the City. This Agreement, or any portion thereof,
shall not be subcontracted without the prior written consent of the city.
12) 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
of Tamarac Purrhasing and Contracts Division
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
Cd111 VA
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
CONTRACTOR
Harpster of Philipsburg, Inc.
202 Airport Road
Philipsburg, PA 16866
Douglas W. Harpster, President
814-342-2930
13) Termination
13.1 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 Contractor for such termination in which event the Contractor shall
be paid its compensation for services performed to termination date,
including services reasonably related to termination. In the event that the
Contractor abandons this Agreement or causes it to be terminated,
Contractor shall indemnify the city against loss pertaining to this
termination.
13.2 Default by Contractor: In addition to all other remedies available to the
City, this Agreement shall be subject to cancellation by the City for cause,
should the Contractor neglect or fail to perform or observe any of the
terms, provisions, conditions, or requirements herein contained, if such
neglect or failure shall continue for a period of thirty (30) days after receipt
by Contractor of written notice of such neglect or failure.
14) Uncontrollable Forces
14.1 Neither the City nor Contractor shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to
Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non -performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the
prevention or delay of performance by a party of its obligations under this
Agreement and which is beyond the reasonable control of the
5
of Tamarac Purchasing and Contracts Division
nonperforming party. It includes, but is not limited to fire, flood, earthquakes,
storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
14.2 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.
15) 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.
16) 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.
17) Signatory Authority
The Contractor shall provide the City with copies of requisite documentation
evidencing that the signatory for Contractor has the authority to enter into this
Agreement.
18) 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.
19) Merger; Amendment
This Agreement constitutes the entire Agreement between the Contractor and
the City, and negotiations and oral understandings between the parties are merged
herein. This Agreement can be supplemented and/or amended only by a written
document executed by both the Contractor and the City.
6
City of Tamarac
0 - 1--,----,---,-,-, 1-1-1111111- 1---
Purrhasing and Contracts Division
20) No Construction Against Drafting Party
Each party to this Agreement expressly recognizes that this Agreement results
from the negotiation process in which each party was represented by counsel and
contributed to the drafting of this Agreement. Given this fact, no legal or other
presumptions against the party drafting this Agreement concerning its construction,
interpretation or otherwise accrue to the benefit of any party to the Agreement, and
each party expressly waives the right to assert such a presumption in any proceedings
or disputes connected with, arising out of, or involving this Agreement.
Remainder of Page Intentionally Blank
1
of Tamarac Purrhasing and Contracts Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the
respective dates under each signature. CITY OF TAMARAC, signing by and through its
Mayor and City Manager, and CONTRACTOR, signing by and through its President,
duly authorized to execute same.
ATTEST:.
Marion- Swenson, CIVIC
City Clerk
0
ID to
ATTEST:
SignatwW Corpofatd,,SkretM��
Douglas W. Har ster
Type/Print Name of Corporate Secy.
(CORPORATE SEAL)
Beth •. .• • Mayor
-1li (alco
Ddte
z 4. IA7WA
Jeffre L. Wler, City Manag
II(.,.loq
Da et
HARPSTER OF PHIILIPSBURG, INC.
Compan a
P(esdent
Douglas W. Harpoer
Type/Print Name
Date
� � M
of Tamarac _ _ _ _ Purchasing and Contracts Division
CORPORATE ACKNOWLEDGEMENT
STATE OF P(5 .J .SYLVehatr,
:SS
COUNTY OF C-6 PZ-A-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
Douglas W. Harpster, President , of Harpster of Philipsburg Inc. a Pennsylvania Corporation,
to me known to be the person(s) described in and who executed the foregoing instrument
and acknowledged before me that he/she executed the same.
WITNESS my hand and official seal this�Way of IlUkLC— 92001.
Signature ot Notary Public
COMMONWEALTH OF PENNSYMVW
Notarial Seal
Michael A. Czap, Notary Public
Decatur Tarp Gleaffield GB
My Commission Expires July 11, 2007 P
Member, Penns;Avenia association Of NoteW
of
nt, Type or Stamp
e of Notary Public
1/1 Personally known to me or
❑ Produced Identification
Type of I.D. Produced
U D I D TAKE AN OATH,
OR
❑ DID NOT TAKE AN
OATH.
6 of 6 Agreernent Corporate Acknowledgement