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HomeMy WebLinkAboutCity of Tamarac Resolution R-2007-043Temp. Reso. # 11146 March 14, 2007 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2007- WA A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH SHENANDOAH GENERAL CONSTRUCTION COMPANY FOR CULVERT CLEANING SERVICES UTILIZING THE NORTHERN PALM BEACH COUNTY IMPROVEMENT DISTRICT AGREEMENT, PROJECT NO. 1250 IN AN AMOUNT NOT TO EXCEED $100,000 FROM THE APPROPRIATE ACCOUNTS; AUTHORIZING BUDGET AMENDMENTS AS NEEDED FOR PROPER ACCOUNTING PURPOSES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac is responsible for maintaining public waterways, canals, and drainage areas within the City of Tamarac; and WHEREAS, the regular maintenance and cleaning of culverts connecting said waterways, canals, and drainage areas aids in the mitigation and prevention of flooding; and WHEREAS, City of Tamarac Code §6-155 allows the Purchasing/Contracts Manager the authority to waive purchasing procedures to procure supplies, materials, equipment, and services which are subject to contracts with other governmental agencies when the best interest of the City would be served; and WHEREAS, the Northern Palm Beach Improvement District Agreement with Shenandoah General Construction Company, a copy of which is on file in the Office of the City Clerk, was found to be an advantageous route to pursue in this case; and WHEREAS, it is the recommendation of the Director of Public Works and the Temp. Reso. # 11146 March 14, 2007 Page 2 Purchasing and Contracts Manager that the agreement between the Northern Palm Beach Improvement District and Shenandoah General Construction Company be utilized for the procurement of culvert cleaning services; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to authorize the appropriate City Officials to execute an Agreement between the City of Tamarac and Shenandoah General Construction Company for culvert cleaning services in an amount not to exceed $100,000, a copy of said Agreement is included herein as Exhibit 1. 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. SECTION 2: The appropriate City Officials are hereby authorized to execute an Agreement between the City of Tamarac a^d Shenandoah General Construction. Company for the procurement of culvert cleaning services in an amount not to exceed $100,000, a copy of said Agreement is included herein as Exhibit 1. SECTION 3: All budget amendments for proper accounting purposes are hereby authorized. SECTION 4: That funding in an amount not to exceed $100,000 has been approved. Temp. Reso. # 11146 March 14, 2007 Page 3 SECTION 5: All budget amendments for proper accounting purposes are hereby authorized. SECTION 6: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 7: 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 Temp. Reso. # 11146 March 14, 2007 Page 4 SECTION 8 passage and adoption. This Resolution shall become effective immediately upon its PASSED, ADOPTED AND APPROVED this_1 lrih day of ,2007. ATTEST: MARION SWENS N, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. l .AM S. GOREN 04 CITY ATTORNEY MAYOR RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO DIST 1: COMM. PORTNER DIST 2: COMM. ATKINS-GRAD iP DIST 3: V/M SULTANOF DIST 4: COMM. DRESSLER 1 AGREEMENT BETWEEN THE CITY OF TAMARAC AND SHENANDOAH GENERAL CONSTRUCTION COMPANY THIS AGREEMENT is entered into on japril 1 (t 2007 between the City of Tamarac, a municipal corporation with pri chi ipal offices located at 7525 NW 88'h Avenue, Tamarac, Florida 33321 (City) and Shenandoah General Construction Company, a Florida corporation with principal offices located at 1888 NW 22 Street, Pompano Beach, FL 33069 (Contractor) for the purpose of providing repair/maintenance services of water control structures, pipes and storm drains to the City of Tamarac. The parties hereby agree to the following terms and conditions. 1. In return for valuable consideration in an amount not to exceed $100,000.00, Contractor shall comply with the terms and conditions within the Northern Palm Beach County Improvement District's Contract No. 1250 attached hereto as Exhibit A. All terms and conditions of the contract documents set forth in Exhibit A are attached hereto and incorporated herein as if set forth in full. 2. Upon execution of this Agreement, all references made to the Northern Palm Beach County Improvement District's (NPBCID) Contract No. 1250 in Exhibit A and shall be interpreted as pertaining to the City of Tamarac, and all terms and conditions of Exhibit A and shall be deemed as having been implemented for use within the City of Tamarac. It is understood that wherever the words "agency name" or "agency board name" appear, they shall be read as "City of Tamarac" and "City of Tamarac Commissioners". 3. Term: The term of this Agreement as provided for through the NPBCID contract, shall be though September 30, 2007. 4. This agreement and Exhibit A constitute the entire agreement between the City and the Contractor. 5. Insurance: In addition to the insurance requirements stated in the NPBCID Agreement, Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the Tamarac 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. 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. The following minimal insurance coverage shall be provided: a. Worker's Compensation Insurance: The Contractor shall procure and maintain for the life of this Agreement, Workers' Compensation. Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub -consultant that does not have their own Workers' Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Tamarac, executed by the insurance company. Sixty-(60) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. b. Comprehensive General Liability: The Contractor shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. c. Business Automobile Liability: The Contractor shall procure and maintain, for the life of the Agreement, Business Automobile Liability Insurance. d. The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. e. Professional Liability (Errors and Omissions) Insurance: $1,000,000. f. The City must be named as an additional insured unless Owners and Contractors' Protective Coverage is also provided, or required. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. g. The minimum limits of coverage shall be $1,000,000 per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" type policy. The City must be listed as an Additional Insured under the Policy. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. h. In the event that sub -contractors used by the Contractor do not have insurance, or do not meet the insurance limits, Contractor shall indemnify and hold harmless the City for any claim in excess of the sub -consultants' insurance coverage, arising out of negligent acts, errors or omissions of the sub -contractors. i. Contractor shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the City. 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. a. 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, its 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 Contractors, 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 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. b. 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. c. 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. d. 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. 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. 7. 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, 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. 8. 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. 9. 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. 10. Termination: a. 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. b. 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. Notice: Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person; sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services or by messenger service, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 NW 88`h 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 Shenandoah General Construction Company 1888 NW 22nd Street Pompano Beach, FL 33069-1318 (954) 975-0098 PI 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 Vice President duly authorized to execute same. ATTEST: Marion Swenson, MC City Clerk CITY OF TAMARAC rll 12 ..1-oc 1 ate L. i1 We! Jeffrey . Mi er, City Manager 4-�1L 167 Date T (_jI I (' I (n _ Ap ved as to form and legal sufficiency: Da e Ciq Attorney ATTEST: k-la i ature of Corpo S cret ry Kenneth R. Jackson Type/Print Name of Corporate Secy (CORPORATE SEAL) mil/ Date Shenan oah eral Construction Co. Comp y a Signature of Vice President Daniel Dimura Type/Print ame of ice president Date CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA 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 Daniel Dimura, Vice President, of Shenandoah General Construction Co., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. r WITNESS my hand and official seal this day of , 20 NOTAR: Uta gar Lary Signatu Notary Public commission # DD615517 State qf" lorida at Large Expires: DEC. 09, 2010 90NAED THRU ATI.AN'BC BONDING CO. INC. 'Prtfit, 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. 7