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HomeMy WebLinkAboutCity of Tamarac Resolution R-2006-131Temp. Reso. #11003 Page 1 June 26, 2006 Revision 1 - June 30, 2006 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2006- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICIALS TO ACCEPT AND EXECUTE AGREEMENTS WITH THE FOLLOWING TEN (10) CONSULTING FIRMS TO PROVIDE ENGINEERING AND ARCHITECTURAL 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) BERMELLO, AJAMIL & PARTNERS, INC.; 2) CARTER & BURGESS, INC.; 3) CORZO, CASTELLA, CARBALLO, THOMPSON, SALMAN, P.A.; 4) B.E.A. INTERNATIONAL CORPORATION, INC.; 5) GLE ASSOCIATES, INC.; 6) SALTZ MICHELSON ARCHITECTS, INC.; 7) CHEN AND ASSOCIATES CONSULTING ENGINEERS, INC., 8) ECKLER ENGINEERING, INC.; 9) HSQ GROUP, INC. AND 10) MATTHEWS CONSULTING, 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 toNo. 06-06R for Continuing Services Agreement for Architectural / Engineering & Landscape Architect Services to be utilized Citywide for a period of up to five years on an Temp. Reso. #11003 Page 2 June 26, 2006 Revision 1 - June 30, 2006 "as needed" basis, a copy of which is attached hereto as "Exhibit A"; and It WHEREAS, on May 19, 2006, submittals from the following seventeen (17) firms: Avart Consulting Engineers B.E.A. International Corporation, Inc. Bermello, Ajamil & Partners, Inc. BND Engineers, Inc. Carter & Burgess, Inc. Corzo, Castella, Carballo, Thompson, Salman, P.A. Chen and Associates Consulting Engineers, Inc. CPZ Architect's, Inc. Eckler Engineering, Inc. Engineering & Applied Science, Inc GLE Associates, Inc. HSQ Group, Inc. Mathews Consulting, Inc. 41 RNGA Architecture, Inc. Saltz Michelson Architects, Inc. Walters Zackria Associates ; 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 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 ten (10) firms based on the Evaluation Committee Ranking, included 41 herein as "Exhibit B": Temp. Reso. #11003 Page 3 June 26, 2006 Revision 1 -- June 30, 2006 All Services Category 1. Bermello, Ajamil & Partners, Inc. 2. Carter & Burgess, Inc. 3. Corzo, Castella, Carballo, Thompson, Salman, P.A. Architectural Category 4. B.E.A. International Corporation, Inc. 5. GLE Associates, Inc. 6. Saltz Michelson Architects, Inc. Engineering Category 7. Chen and Associates Consulting Engineers, Inc. 8. Eckler Engineering, Inc. 9. HSQ Group, Inc. 10, Mathews Consulting, Inc., and 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 ten agreements for Engineering and Architectural Continuous Services; 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 Engineering and Architectural Continuous Services with 1) B.E.A. International Corporation, Inc.; 2) Bermello, Ajamil & Partners, Inc.; 3) Carter & Burgess, Inc.; 4) Chen and Associates Consulting Engineers, Inc.; 5) Corzo, Castella, Carballo, Thompson, Salman, P.A.; 6) Eckler Engineering, Inc.; 7) GLE Associates, Inc.; 8) HSQ Group, Inc.; 9) Mathews Consulting, Inc.; and 10) Saitz Michelson Architects, Inc., (a copy of said Agreements and a, proposal responses are attached hereto as "Exhibit C", numbers 1 2 3 4 5 6 7 8 9& 10). Temp. Reso. #11003 Page 4 June 26, 2006 Revision 1 - June 30, 2006 It 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. SECTION 2: That the appropriate City Officials are hereby authorized to execute agreements with 1) B.E.A. International Corporation, Inc.; 2) Bermello, Ajamil & Partners, Inc.; 3) Carter & Burgess, Inc.; 4) Chen and Associates Consulting Engineers, Inc.; 5) Corzo, Castella, Carballo, Thompson, Salman, P.A.; 6) Eckler Engineering, Inc.; 7) GLE Associates, Inc.; 8) HSQ Group, Inc.; 9) Mathews Consulting, Inc.; and 10) Saltz Michelson Architects, Inc., providing for Engineering and Architectural Continuous Services, (a copy of said Agreements and proposal responses are attached hereto as "Exhibit C, numbers 123,45,67,8,94 10). 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. J 10 Temp. Revision 1 - Reso. #11003 Page 5 June 26, 2006 June 30, 2006 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this PJ� day of J 0kj , 2006. ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. Yt* 4 A /1 d� AMUEL S. N CITY ATTO EY BETH FLANSBAUM-TALABISCO, AYOR RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO DIST 1: VIM PORTNER DIST 2: COMM ATKINS-GRAD DIST 3: COMM. SULTANOF DIST 4: COMM. DRESSLER EXHIBIT A REQUEST FOR QUALIFICATIONS RFQ 06-06R CONTINUING SERVICES AGREEMENT FOR ARCHITECTURAUENGINEERING & LANDSCAPE ARCHITECT SERVICES Issued on behalf of the Public Works Department City of Tamarac Purchasing Division 7525 NW 88t" Avenue Room 108 Tamarac, Florida 33321-2401 (954) 597-3570 Purchasing and Contracts Division DATE: April 10, 2006 City of Tamarac "Committed to REQUEST FOR QUALIFICATIONS ALL INTERESTED PARTIES: RFQ NO.06-06R 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-excusive 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 Purchasing and Contracts Manager, City Hall, 7525 NW 88 Avenue, Room 108, Tamarac, Florida 33321, (954) 597-3570, for furnishing the services described below: CONTINUING SERVICES AGREEMENT FOR ARCHITECTURAL/ENGINEERING & LANDSCAPE ARCHITECT SERVICES The City of Tamarac seeks to identify qualified architectural/engineering and landscape architectural firms to provide a wide variety of services to the City of Tamarac. Request for Qualification submittals must be received and time stamped by the Purchasing Division, either by mail or hand delivery, no later than 4:00 p.m. local time on Friday, April 28, 2006. Late submittals, additions or changes 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 9 and April 16, 2006 7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 597-3570 ■ Fax (954) 597-3565 a www.tamarac.org Equal Opportunity Employer City of Tamarac Purchasing & Contracts Division REQUEST FOR QUALIFICATIONS RFQ 06-06R CONTINUING SERVICES AGREEMENT FOR ARCHITECTURAL/ENGINEERING & LANDSCAPE ARCHITECT SERVICE 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 evaluation process for such proposals. Award will be based on the criteria set forth herein to the most qualified firm(s) as indicated by the Statement of Work, herein. 1. INTRODUCTION The City is soliciting proposals on behalf of the Tamarac Public Works Department to obtain the services of qualified firms for Architectural/Engineering & Landscape Architectural Services. All. City of Tamarac Departments may utilize any agreement resulting from this proposal. II. INFORMATION For information pertaining to this Request for Qualifications (RFQ), contact Purchasing at (954) 597-3570. Such contact shall be for clarification purposes only. Material changes, if any, to the scope of services or proposal procedures will be transmitted only by written addendum. It is preferred that all questions be submitted in writing, either via fax or email. Fax questions to (954) 597-3565 or email to rchasin tamarac.or . 1I1. SCHEDULE OF EVENTS The schedule of events related to this Request for Proposals shall be as follows: RFQ Document issued Deadline for Written Questions Deadline for Receipt of Proposals Evaluation of Proposals & Short -listing Completed Presentations by Short-listed Proposers (if required) Ranking of Firms Negotiations Complete Final Recommendation by Committee to Commission Anticipated Award by Commission April 10, 2006 April 21, 2006 April 28, 2006 May 9, 2006 May 23, 2006 May 31, 2006 June 6, 2006 June 14, 2006 June 28, 2006 All dates are tentative. City reserves the right to change scheduled dates. of Tamarac & Contracts Division IV. INSTRUCTIONS TO OFFERORS STANDARD TERMS AND CONDITIONS RFQ 06-06Q 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 or take any other actions that may be deemed to be in the best interest of the City of Tamarac. 2. DEFINED TERMS 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, Offeror's 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. 3. SPECIAL CONDITIONS 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. 4 of Tamarac & Contracts Division 4. EXAMINATION OF CONTRACT DOCUMENTS AND SITE 4.1. Before submitting a Proposal, each Offeror 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 Purchasing and Contracts Manager of all conflicts, errors and discrepancies, if any, in the Proposal Documents. 4.2. The Offeror, by and through the submission of a 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 any local conditions that may affect the work, and is familiar with the equipment, materials, parts and labor required to successfully perform the work. 5. 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, 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 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 the Offeror is in doubt as to the meaning of any of the 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 the information contained in the RFQ documents, the Offeror shall submit a written request to the Purchasing Office for interpretation or clarification. Such request must reference RFQ name and number, and should be received by the Purchasing Office at least ten (10) calendar days prior to the Proposal opening date. Questions received less than ten (10) calendar days prior to the Proposal opening may not be answered. Interpretations or clarifications in response to such questions will be issued in the form of a written addendum transmitted via either fax or email to all parties recorded by the Purchasing Office as having received the Proposal Documents. The issuance of a written addendum shall be the only official method whereby such an interpretation or clarification will be made. Ci(y of Tamarac Purchasing & Contracts Division 7. COSTS AND COMPENSATION Costs and compensation shall be shown in both unit prices and extensions whenever applicable, and expressed in U.S. Dollars. In the event of discrepancies existing between unit prices and extensions or totals, the unit prices shall govern. 8. NON -COLLUSIVE AFFIDAVIT 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. 9. PUBLIC ENTITY CRIMES In accordance with Florida Statutes U87.133 2 a : 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. 10. 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 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. 11. PERFORMANCE BONDS AND INSURANCE Upon award of a contract, the Successful Offeror, as required within the scope of the solicitation, may be required to submit performance bonds and/or payment bonds. Offeror shall provide certificates of insurance in the manner, form and amount(s) specified. 12. 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 a technical proposal, cost proposal, bid surety (if required below), or any other document that, by its omission, may prejudice the rights of other respondents, may result in immediate rejection of your proposal. Other forms or documents which, by their nature do not impact price or the Offeror's cost of doing business should accompany the Proposal; but must be provided within three (3) business days of the City's request to be considered responsive. of Tamarac Purchasing & Contracts Division 12.1 Qualifications of Proposer 12.2 All items required by the "Statement of Work, Proposal Requirements" contained herein. 12.3 Certification Form 12.4 Certified Resolution Form (or firm's own Corporate Resolution) 12.5 Offeror's Qualifications Statement Form & References 12.6 Vendor Drug Free Workplace Form 12.7 Non -Collusive Affidavit Form 12.8 Proof of applicable insurance as required herein. 12.9 The most recently completed audited financial statement, or other approved documentation to verify financial viability. 13. SUBMISSION OF PROPOSALS 13.1 Proposals must be typed or printed in ink. Use of erasable ink is not permitted. 13.2 All proposals shall be submitted in the English language. 13.3 Proposals must contain a manual signature of a corporate officer or designee with the proven authority to bind the firm in matters of this nature. The address and telephone number for any communications regarding Proposal must be included. 13.4 Proposals shall contain an acknowledgment of receipt of all addenda. 13.5 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. 13.6 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 name and number. 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. 13.7 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 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). of Tamarac & Contracts Division 13.8 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. 13.9 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. 14. MODIFICATION AND WITHDRAWAL OF PROPOSALS 14.1 Proposals may be 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. 14.2 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. 15. REJECTION OF PROPOSALS 15.1 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. 15.2 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. r.] of Tamarac & Contracts Division 16. INSURANCE 16.1 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. 16.2 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 City's Risk Manager current certificates of all insurance required under this section prior to beginning any work under this Agreement. 16.3 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. 16.4 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 16.5 The City reserves the right to require higher limits depending upon the scope of work under this Agreement. 16.6 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. 16.7 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 to cancellation. City of Tamarac Purchasing & Contracts Division 16.8 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. 16.9 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. 16.10 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. 16.11 The Successful Offeror agrees to perform the work under the Contract as an independent contractor, and not as a subcontractor, agent or employee of City. 17 INDEMNIFICATION 17.1 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). 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. 17.2 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. 17.3 The Contractor shall pay all claims, losses, liens, settlements orjudgments 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. 10 V of Tamarac Purchasing & Contracts Division 17.4 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. 17.5 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. 18. WARRANTIES 18.1 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. - 18.2 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. 18.3 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. 18.4 All warranties made by Successful Offeror together with service warranties and guarantees shall run to City and the successors and assigns of City. 19. 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. 20. 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, 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, 99 of Tamarac Purchasing & Contracts :Division 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. 21. TAXES Successful Offeror shall pay all applicable sales, consumer use and other similar taxes required by law. 22. 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 the Price Proposal except where expressly noted in the specifications. 23. PERFORMANCE Failure on the part of the Offeror to comply with the conditions, terms, specifications and requirements of the bid shall be just cause for cancellation of the proposal award. The City may, by written notice to the Proposal, 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. 24. TERMINATION FOR CAUSE AND DEFAULT 24.1 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 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. 24.2 Failure on the part of the Offeror to comply with the conditions, terms, specifications and requirements of the 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. 25. 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 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 12 AML City of Tamarac Purchasing & Contracts division 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. 26. 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. 27. AUDIT RIGHTS City reserves the right to audit the records of Successful Offeror, relating to this contract, at any time during the term of the 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 and all times during normal business hours during the term of the Contract. 28. ASSIGNMENT 28.1 Successful Offeror shall not assign, transfer or subject the Contract or its rights, title, interests or obligations therein without City's prior written approval. 28.2 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. 29. EMPLOYEES Employees of the successful 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 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. 30.' TAXES The City of Tamarac is exempt from all Federal, State, and Local taxes. An exemption certificate will be provided where applicable upon request. 31. GOVERNING LAW: The laws of the State of Florida shall govern this Agreement. Venue shall be Broward County, Florida. 13 of Tamarac & Contracts Division REQUEST FOR QUALIFICATIONS RFQ 06-06R STATEMENT OF WORK CONTINUING SERVICES AGREEMENT FOR ARCHITECTURAUENGINEERING & LANDSCAPE ARCHITECT SERVICES I. 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 shall select, at most, three (3) firms for each professional category. 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 is identified, the selected firms within the required discipline(s) will be requested to submit qualifications and shall be selected on a rotational basis ensuring equitable distribution of services. 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. The following is a list of the Professional Services categories for which the City is seeking consultants: 1. Architecture Provide complete construction drawings and specification for buildings, building additions, renovations, and other projects not exceeding $1 million in construction cost. 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. Apply process and obtain permits form various environmental regulatory agencies, i.e EPA, DERM, HRS, Dept. of Health, DEP and COE for City Projects. 14 of Tamarac & Contracts Division 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 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. 11. 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. Ill. QUALIFICATIONS OF PROPOSERS Proposals will be considered from qualified firms whose experience includes successful work in the industry. • 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. 15 of Tamarac Purchasing & Contracts Division • The firm must possess at least three years of considerable relevant experience in design and implementation of a wide variety of Municipal Projects. • The 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 eight (8) 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 Renewal. 3. Completed Standard Form-330, (254 &255) Architect/Engineer Qualifications 4. Proof of Professional Liability Insurance of $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. 6. A list of at least five (5) similar projects performed during the last five 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 the project cost (that is, 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. Name of contact person with the entity, valid current phone number who can knowledgeably discuss your firm's role and performance in the project. 9. Provide financial statements for your firm's past two (2) years of operation. 10. All other information firm fees is relevant to evaluating qualifications. 16 City of Tamarac Purchasing & Contracts Division V. SUBMISSION REQUIREMENTS One (1) original and eight (8) copies of the submittals shall be mailed or hand delivered to City of Tamarac Purchasing Division 7525 N.W. 88th Ave. Tamarac, FL 33321 Attn: James Nicotra, CPPB, Senior Procurement Specialist The outside of the envelope should be clearly marked,"Continuing Services for Architectural/Engineering & Landscape Architect Services RFQ 06-06R." Incurred Expenses: The City is not responsible for any expenses which Proposers may incur preparing and submitting proposals or expense in connection with interviews or required presentations for any Proposer as 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. (See attached Sample Agreement). 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, if required, to the evaluation committee, currently scheduled for Tuesday, May 23, 2006, so that final firm(s) can be selected. Members of the committee will then attempt to negotiate an agreement with the highest ranked firm(s), which will be recommended to the Tamarac City Commission for award. The City reserves the right to short-list the number of highest ranked A/E firms that it deems appropriate to enter into negotiations, as may be 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 staff. This committee shall evaluate the proposals and may recommend the top Proposers for detailed 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 o Stability of key staff • Office is in reasonable proximity to Tamarac (Tri-County area preferred) 17 City of Tamarac -0 .3 C Project Experience Purchasing & Contracts Division 30 Points • Customer References/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 additional expertise/experience • Illustrate stability of key staff These weighted criteria are provided to assist the Proposers in the allocation of their time and efforts during the submission process. The criteria also guides the Evaluation Committee during the short -listing and final ranking of Proposers by establishing a general framework for those deliberations. Short-listed proposals may be selected for an interview/presentation prior to a recommendation being presented to the City Commission. As 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 project or the proposal process shall be directed in writing to Jim Nicotra, Senior Procurement Specialist, City of Tamarac, 7525 NW 88th Avenue, Room 108, Tamarac, FL 33321 or by fax (954) 597-3565 or e-mail jimn@tamarac.org. 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. 18 of Tamarac & Contracts Division IX. SCOPE Requests for Proposals are hereby invited on an open-end (continuing services) basis. The City intends to evaluate submitted proposals and award multiple firms exhibiting comprehensive architectural and engineering experience. The term of the contract(s) for Miscellaneous Projects (basic construction cost under $1 million each or study activities under $50,000) 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. X. TASK ASSIGNMENT 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 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 firms 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. 19 City of iarnarac & Contracts Division Name of Firm Date 116101W41►1;4;107:1Jil 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) 20 Discipline Form 1 of 7 City of Tamarac Purchasing & Contracts Division 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 References 1 of 1 of Tamarac & Contracts Division 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 Check One Submitted By: Name: Address: City, State, Zip Telephone No. Fax No. ❑ Corporation ❑ Partnership ❑ Individual ❑ Other 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: E The address of the principal place of business is: 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: 22 Offerar's Qualification Statement 1 of 5 City of Tamarac W Purchasing & Contracts Division 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 23 Offerors Qualification Statement 2of6 City of Tamarac Purchasing & Contracts Division 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). 14. State the name of the individual who will have personal supervision of the work: 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: 24 afferor's Qualification Statement 3of5 City of Tamarac Purchasing & Contracts Division 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). Offeror's Qualification Statement 4 of 5 City of Tamarac 0 Purchasing & Contracts Division 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 ACKNOWLEDGEMENT 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. ilk LftFs1:yaali 1150 6yA_1Ire] 111130aaIN4 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 26 Offeror's Qualification Statement 5 of 5 City of Tarnarac & Contracts Division 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 price 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 SM Printed Name Title 27 Non -Collusive Affidavit 9 of 2 of Tamarac 0 Purchasing & Contracts Division ACKNOWLEDGMENT 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 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 Non -Collusive Affidavit 2of2 City of Tamarac & Contracts 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. 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 Company Name 29 Vendor Drug -Free Workplace Form 1 of 1 of Tamarac 7 & Contracts Division 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 ❑ If "Other", Explain: PARTNERSHIP ❑ Authorized Signature Title Company Name Address City/State/Zip Contact Email Address CORPORATION ❑ OTHER ❑ Name (Printed or Typed) Federal Employer I.D./Social Security No. Telephone Fax Number Contact Person Certification Form 1 of 1 City of Tamarac Purchasing & Contracts Division 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. NAME TITLE SIGNATURE Given under my hand and the Seal of the said corporation this —day of , 20_,,. (SEAL) NOTE: 0 Secretary Corporate Title 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. 31 Certfled Resolution 1 of 1 City of Tamarac Purchasing & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND THIS AGREEMENT is made and entered into this day of , 20 , 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 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. , 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, materials, and equipment necessary to 2.1.2 Consultant shall 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 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 32 Sample Agreement 1 of 8 City of Tamarac Purchasing & Contracts Division 2.1.5 caused by inclement weather. 2.1.6 Consultant 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 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 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 The work to be performed under this Agreement shall be commenced after City execution of this Agreement. The work shall be completed no later than , 20 5) Contract Sum The Contract Sum for the above work is Dollars and cents ( 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. Sample Agreement 2 of 8 of Tamarac Purchasing & Contracts Division 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. 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. 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, religion, color, gender, national origin, sex, age, 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, 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 Sample Agreement 5of8 of Tamarac & Contracts Division 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 Sample Agreement 5 of 8 of Tamarac Purchasing & Contracts Division 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 terminating party to the other party 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 36 Sample Agreement 5of8 City of Tamarac & Contracts .Division 13.3 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. 1 B) 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) Prohibition Against Contingent Fees The architect (or registered surveyor and mapper or professional engineer, as applicable) warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the architect (or registered surveyor and mapper, or professional engineer, as applicable) to solicit or secure this agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the architect .(or registered surveyor and mapper or professional engineer, as applicable) any fee, commission, percentage , gift, or other consideration contingent upon or resulting from the award or making of 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 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. Sample Agreement 6 of 8 City of Tamarac 0 Purchasing & 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. Balance of this page intentionally left blank 38 Sample Agreement 6of8 of Tamarac & 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 CONSULTANT, signing by and through its , duly authorized to execute same. ATTEST: Marion Swenson, CIVIC City Clerk Date ATTEST: (Corporate Secretary) Type/Print Name of Corporate Secy (CORPORATE SEAL) CITY OF TAMARAC Beth Flansbaum-Talabisco, Mayor Date Jeffrey L. Miller, City Manager Date: Approved as to form and legal sufficiency: City Attorney Company Name Signature of President/Owner Type/Print Name of President/Owner Date 39 Sample Agreement 7'of8 of Tamarac Purchasing & Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared , of , a 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 120 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. Sample Agreement 8 of 8 Purchasing and Contracts Division City of Tamarac "Committed to Excellence... Always" ADDENDUM NO. 1 RFQ NO.06-06R CONTINUING SERVICES AGREEMENT FOR ARCHITECTURAL/ENGINEERING & LANDSCAPE ARCHITECT SERVICES DATE OF ADDENDUM: APRIL 27, 2006 WOW 44:1ZT0I1611-14 T-3 The following clarifications, changes, additions and/or deletions are hereby made part of the Contract Documents for RFQ 06-06R, - Continuing Services Agreements for Architectural/Engineering & Landscape Services. The Proposal Due Date has been changed from April 28"h to Friday, May 12, 2006 at 4:00 PM. Proposals must be stamped in on or before Friday, May 12, 2006, 4:00 PM in the Purchasing Office, Room 108, City of Tamarac, 7525 NW 88t' Ave, Tamarac, FL 33321. All other terms, conditions and specifications remain unchanged for RFQ No. 06-06R. Please acknowledge receipt of this Addendum No. 1, by returning it and/or acknowledging it in your submittal. 0L'LTil*61001alu17_1R11 7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 a www.tamorac.org Equal Opportunity Employer Purchasing and Contracts Division City of Tamarac "Committed to Excellence... Always" ADDENDUM NO. 2 RFQ NO. 06-06R CONTINUING SERVICES AGREEMENT FOR ARCH ITECTURAL/ENGINEERING & LANDSCAPE ARCHITECT SERVICES DATE OF ADDENDUM: MAY 11, 2006 TO ALL PROPOSERS: The following clarifications, changes, additions and/or deletions are hereby made part of the Contract Documents for RFQ 06-06R, Continuing Services Agreements for Architectural/Engineering & Landscape Services. • The Request for Qualification (RFQ) submittal date has changed from May 12, 2006 to May 19, 2006 at 4:00 PM. • It is anticipated that the attached lists of Capital Improvement projects (CIP), will require professional services during the term of this continuing service contract term. Although not necessarily a complete list of CIP projects and subject to change by City, and without obligation to utilize subsequent contracts resulting from this multiple award solicitation for all listed projects, City advises the following project names and their specified nature as part of this competitive solicitation so it may be utilized as in the best interest of City. (CIP lists attached) Qualification submittals must be stamped in on or before Friday, May 19, 2006, 4:00 PM in the Purchasing Office, Room 108, City of Tamarac, 7525 NW 88th Ave, Tamarac, FL 33321. All other terms, conditions and specifications remain unchanged for RFQ No. 06-06R. Please acknowledge receipt of this Addendum No. 2, by returning it and/or acknowledging it in your submittal. f>,Lh�d= 901Y616181Js1►IM 7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 ■ www.tamarac.org Equal Opportunity Employer FUTURE CAPITAL IMPROVEMENT PROJECTS -PUBLIC WORKS • Tamarac Sports Complex Expansion Project — Expansion of existing Tamarac Sports Complex Park. Elements include: additional parking area, three (3) baseball fields, soccer practice fields, restroom, concession area, perimeter path, playground area, fishing dock (approx 21 acres) • Tamarac Dog Park — Elements include: large and small dog fenced in areas, benches, dog wash area, water fountains (dogs and visitors), parking area and walk paths (approximately 2.5 acres) • Aquatic Annex Project — An annex park located adjacent to existing Aquatic Center. Elements include: skateboard Park, landscaping, and parking area (approx 2.0 acres) • Southgate Linear Park Phase II — A linear park along Southgate Boulevard between Nob Hill Road & University Drive. Elements include: group shelters, picnic tables, fishing pier, meandering pedestrian/bike paths, drinking fountains, parking areas, restrooms, resting benches, bike racks, play foram areas, natural habitat areas and garden areas • Nob Hill Road Beautification — Median, Beautification Project located on Nob Hill Road between McNab Road and Southgate Boulevard consisting of beautification improvements to the existing medians (i.e. irrigation, landscaping and brick paver bull -nose) • Tamarac Park Recreation Center Demolition and Reconstruction Project — Demolition of existing recreation center and construction of a two story, 11,000 square feet structure • Water Edge Park - Elements to include: playground, restroom, shelters, parking lot, sand volleyball court, basketball court (approx 6 acres) • Citywide Culvert Project - City wide program to reconstruct/repair culvert crossings with significant erosion problems • Fire Station 41 & 78 - Fagade improvements and interior renovations for two existing fire stations • Main Street Infrastructure Improvement Project - Reconstruction/Beautification of NW 57th Street (including water, sewer and drainage utilities) between NW 94th Avenue and Pine Island Road • Community Center Expansion — A two story 11,000 square foot addition the existing Community Center Building Boat Ramp Installation Project - Construction of 46 boat ramps (11 seawall and 35 standard) throughout the City CAPITAL IMPROVEMENT PROJECTS —PARKS & RECREATION FY 2006- 2011 Project FY Budget Cost 1. Integrated Bicycle & Walkway Feasibility Study 2006 $75,000 ■ This project requires the determination of the economic viability of constructing an integrated bikeway/walkway system throughout the City ■ This project will require a firm to perform a SWOT analysis of existing conditions, perform market analysis for potential users, gather information regarding the suitability of using existing streets and public right-of-ways, identify appropriate site locations, develop a design layout, identify potential capital and annual operating costs, estimate level of indirect revenue to be brought into the area, and identify potential public and private funding sources and grant programs available to construct and operate the facility. 2. Design Bicycle & Walkway System 2007/8 $1,000,000 ■ Contingent upon the feasibility of constructing an integrated bikeway/walkway system throughout the City, design an integrated bicycle and walkway system. ■ Requires design of system considering existing infrastructure of the City, and budget constraints. Project will involve development of plans, necessary permitting, development of bidding documents, evaluation of contractors, and construction oversight. CAPITAL IMPROVEMENT PROJECTS -UTILITIES FY 2006- 2011 Project FY Budget Cost 1. Main Street Infrastructure Improvements - Ph 1 2007 $1,535,000 ■ This project requires the engineering design of new /relocated water, storm and gravity sewer systems along with possible relocation of overhead FPL lines to underground. ■ This project will require 57t" Street from Pine Island to 94th Avenue to be designed and constructed in compliance with the Streetscape design formally adopted for Mainstreet by the City Commission. This project will incorporate pedestrian friendly wide concrete sidewalks with brick pavers, new lanes and medians, diagonal parking, special paver design at intersections , benches, planters and landscaping as detailed in the Streetscape design. 2. Water Treatment Plant Filter Media Replacement 2007 $ 500,000 ■ This project requires engineering coordination of the bid specifications and construction management of the contractor work to ensure quality control of the filter media. ■ Engineer must work with the filter manufacturer to design proper backwash headers and nozzles on Filter land 2. 3. University Drive Water Main Upgrade 2007-2009 $1,100,000 ■ This project requires engineering design, permitting and limited construction management to upgrade approximately 7,000 LF of 6-inch water line to 12-Inch line. 4. Water System Master Plan 2008 $250,000 ■ This project will involve engineering studies to look at the regulatory requirements and future needs for the City-wide water systems. The study will upgrade our hydraulic model and ultimately result in recommendations for future Capital Improvement Projects. It has been eleven years since a Comprehensive Study was last completed. 5. Wastewater System Master Plan 2009 $250,000 ■ This project will involve engineering studies to look at the regulatory requirements and future needs for the City-wide wastewater systems. The study will look at current wastewater flows and projected future flows, pumping systems, and ultimately result in recommendations for future Capital Improvement Projects. It has been eleven years since a Comprehensive Study was last completed. 6. Lime Sludge Concentration Project 2009-2010 $1,600,000 ■ This project will consist of engineering studies testing benchscale and pilot plant equipment to produce lime sludge suitable for landfill disposal. The resulting engineering design data will be used to design and construct a full scale facility at the Water Treatment Plant. CAPITAL IMPROVEMENT PROJECTS -UTILITIES FY 2007- 2011 7. Shaker Village Water System Upgrade 2009-2010 $1,560,000 ■ This project will provide the design, permitting, and construction management to replace, repair, and relocate water mains, water services, and water meters in Shaker Village. 8. MIEX Pretreatment System( Study) 2010 $100,000 ■ This project will consist of engineering studies testing MIEX pilot equipment at the Water Treatment Plant which will be used to design a full scale MIEX facility. 9. Relocate Backyard Water Mains - Tamarac East 2010-2011 $1,000,000 ■ This project will provide engineering design, permitting and construction management to relocate existing water mains from backyards to the street right- of-way. 10. Emergency Generator Replacement 2011 $950,000 and Fuel Capacity at WTP ■ This project will require engineering development of bid specs along with the design of a 1250 KW fixed generator for the Water Treatment Plant. W Z .I a v 0 H W W W W V U) _Z 5 H 1 0 0 L � FW-LC a (D(�f-LC) NNNN�NNNN f- qtl�l�.-.NNr� f�A 0LO0LO 4ClOO�r� �pCp(pti NNNr r It1 G .0 '0 0 N J ta. j � r U Q `+'Id7d`Mw NNNN �'w 0 NNNN RrmLO C7�rN �rr � ���� 0)�N© CD (Dr- � 14 rNNr M N to z z W NI- LOr- uJ L) (7)�LC)(DW rNNN M�NN v-M e-- a L(7LnL(7Ln U-) CD CO 0) r--CD t. (gyp leNNNN ZZ MrrN N m W J r Z NI w W F 2 a W d a C� awi =CL W O a awi R O �i _ m �� �o o M0 a �0 �©. Z 2 mW �`off o� wo w off, C � g c _ 0. W- U, ._ Q c _ 0. 5 ; o c a c CL �: 1 W c" " Z c r. 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C 4 c 4 L c L tL Z) Z)C� nL 0. n� 4co IL {7 O g LL � h O U O - C 0 0 �) C L=% n (�'j o c LV .., t_n p J G ui O J C) C w LL 0 ..! _0 U v� L 8 _ LD ' N N a U 6 A U G1 d U C) U 0© U Q O C CCi co W Q ■ w O M2 W co C] a a D of Tamarac Purchasing & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC /_1►1 51 B.E.A. INTERNATIONAL CORPORATION, INC. THIS AGREEMENT is made and entered into this 12:Nay of , 20j042, 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 B.E.A. International Corporation, Inc., a Florida corporation with principal offices located at 4111 Le Jeune Road, Coral Gables, FL 33146 (the "Consultant') to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac & Contracts Division 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 now 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 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. 2 of Tamarac Purchasing & Contracts Division 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. 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. 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, religion, color, 3 of Tamarac & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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 of Tamarac Purchasing & 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 CONSULTANT B.E.A. International Corporation, Inc. 4111 Le Jeune Road Coral Gables, FL 33146 (305) 461-2053 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 terminating party to the other party 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 of Tarnarac Purchasing & Contracts Division 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. 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. City of Tamarac & 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 CONSULTANT, signing by and through its Vice President, duly authorized to execute same. -ATTEST- Marion Swenson, CMC pity Clerk Date I_1 (Corporate John Colao Type/Print Name of Corporate Secy (CORPORATE SEAL) D to ��All Jeffrey4Z Miller, City Manager iq� ­7 0 D te: Approved as to form and legal sufficiency: B.E.A. Internatidnal Corporation. Inc. Company Na Signature of r s0e`ir r Gustavo Berenblum, Vice President Type/Print Name of President/Owner Date .Zo 06 of Tamarac & Conlrads Division CORPORATE ACKNOWLEDGEMENT STATE OF Aor1 do. :SS COUNTY OFM/a1►24 We, 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 Gustavo Berenblum, Vice President, of B.E.A. International, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal thiAay of %1& , 20 jet" E SCHM Nfofay Ft�Ac - tldts of Flalda aatMnMrionDOW-M s,2W � # W2�s 0 gnatu a of N tary Public State o rida at Large 4M I& K �qh 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. EXHIBIT C-'I B.E.A. INTERNATIONAL CORPORATION, INC. Proposal Response is Available for Review in the City Clerk's Office City of Tamarac Pum-asi,ig u �'onh,acia ulvkwolI AGREEMENT BETWEEN THE CITY OF TAMARAC AND BERMELLO, AJAMIL & PARTNERS, INC. THIS AGREEMENT is made and entered into this LNay of J , 20ja�Lby 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 Bermello, Ajamil & Partners, Inc., a Florida corporation with principal offices located at 2601 S. Bayshore Drive, Tenth Floor, Miami, FL 33133 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac 0 Purchasing & Contracts Division 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 now 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 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. City of Tamarac 0 Purchasing & Contracts Division 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 underworkers 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. 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. 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, religion, color, 91 of Tamarac 0 Purchasing & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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 of Tamarac CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 0 Purchasing & Contracts Division 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 Bermello, Ajamil & Partners, Inc. 2601 S. Bayshore Drive Tenth Floor Miami, FL 33133 (954) 467-1113 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 terminating party to the other party 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. City of Tamarac 0 Purchasing & Contracts Division 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. 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 City of Tamarac t Purchasing & Contracts Division 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. ATTEST: -Marion Swenson, CMC City Clerk -7h 7jo Date Bernard N. Horovitz, AIA Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TA RAC Beth Flansbaum-Talabisco, Mayor D to Jeffrey L. Miller, City Manager �1610(o Dat— a -'—, as to form and legal sufficiency: Bermello A'amil & Partners, Inc. Comps Na Signature of President/Owner _Luis_Namil, President Type/Print Name of President/Owner June 15, 2006 Date CORPORATE ACKNOWLEDGEMENT STATE OF Florida : SS: 59-1722486S COUNTY OF Miami -Dade 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 Luis Ajamil, PE Bermello Ajamil & Parnters, Inc. , a President of the 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 15th day of June , 2006 Signature of otary Public State of Florida at Large #tr ,MARIADEL CANES OUINCOCE5 MY COMMISSION # DD5309M a p EXPIRES; MW-U3 mn (407) 399-0153 Flodda Notary Servlu.COm 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. EXHIBIT C-2 BERMELLO, AJAMIL & PARTNERS-, INC. Proposal Response is Available for Review in the City Clerk's Office of Tamarac AGREEMENT BETWEEN THE CITY OF TAMARAC AND CARTER & BURGESS, INC. & Contracts Diwsion THIS AGREEMENT is made and entered into this 1,"'Lhay of J , 20�,by and between the City of Tamarac, a municipal corporation with princ pal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the"City") and Carter & Burgess, Inc., a Texas corporation with principal offices located at 777 Main Street, Fort Worth, TX 76102 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac . ..................._........ . .. 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 now 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 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. of Tamarac & Contracts Division 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 lNPgMNIFICATICN: 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 attomey'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 attorneys fees (including appellate attorneys fees) and costs. 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. 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, religion, color, K] of Tamarac & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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 pennon, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: 4 of Tamarac CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Aftornev at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 K*1►`t��l� Carter& Burgess, Inc. 777 Main Street Fort Worth, TX 76102 (954) 315-1005 12) Termination & Contracts Division 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the 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 5 of Tamarac ► & Contracts Division 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. 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. 6 of Tamarac & 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 CONSULTANT, signing by and through its Managing Principal, duly authorized to execute same. ATTEST: - Mari"eriSvenson; CMC -,Pity Clem Date ATT F2 (Corporate Secretary) Fred H. Evans Type/Print Name of Corporate Secy. Z11 SEAL b!�ORTH:...o` gel i G il . :7 Fl- Beth Flansbaum.. «. , Mayor D_ 47�el, /17 W41% Jeffrey VMilleir, City Manager o D te: as to farm and legal sufficiency: 11 Carter & Burgess, Inc. Company Sign e Ms —U*4 his, AMA P4L- Joseph Yesbeck, Mana�ing Principal Type/Pdnt Name of President/Owner Date of Tamarac CORPORATE ACKNOWLEDGEMENT STATE OF . FLO X t.DA :SS COUNTY OF—MXU Aa & Contracts Division 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 Joseph Yesbeck, Managing Principal, of Carter & Burgess, Inc., a Texas 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. 1(P WITNESS my hand and official seal this. day of . JUNK , 20b6. Signs re oi4otary Public State of Florida at Large Deanna A Cra1 OY9 L* A COrgmts510n#DD328 .° Jun 13, 20©s Print, Type or Stamp Adam& Boolft CO., mc. 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. 8 EXHIBIT C-3 CARTER & BURGESS, INC. Proposal Response is Available for Review in the City Clerk's Office of Tamarac & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND CHEN AND ASSOCIATES CONSULTING ENGINEERS, INC. THIS AGREEMENT is made and entered into this a day of JUht , 20&-by and between the City of Tamarac, a municipal corporation with p innc pal offiices__ located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Chen and Associates Consulting Engineers, Inc., a Florida corporation with principal offices located at 5100 NW 33`d Avenue, Suite 250, Fort Lauderdale, FL 33309 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac & Contracts Division 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 now 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 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. 2 of Tamarac & Contracts Division 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 Goverment 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. 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. 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, religion, color, of Tamarac & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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 carving 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 of 'Tamarac & Contracts Division CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attomey at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Chen and Associates Consulting Engineers, Inc 5100 NW 33`d Avenue Suite 250 Ft Lauderdale, FL 33309 (954) 730-0707 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 terminating party to the other party 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. 5 City of Tamarac Purchasing & Contracts Division 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. 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 of Tamarac Involving this Agreement. 6 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 CONSULTANT, signing by and through Its President, duly authorized to execute same. Date ATTEST: CITY OF TAMARAC Beth Flansbaum-Talabisco, Mayor Ddte JetlireMiller, City Manager -� f 1, �; I o J(:) D te: as to " and legal sufficiency: Chen and Associates Consulting Company. Signature Oscar R. Bello _Peter M. Mo4re,_P.E.,Vice President Type/Print Name of Corporate Secy. Type/Print Name of President/Owner (CORPORATE SEAL) City of Tamarac Purchasing & Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF F�-DjD - :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 Peter M. Moore, Vice President, of Chen and Associates Consulting Engineers, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this�bday Notary Ptjbk State d Florida Shemn Lynn Pebe My CommMW DD456924 a Expires 07131rM Signatu of Notary Publi State of Florida at Large Lao 0, 1 �;? /`� ,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. EXHIBIT C-4 CHEN & ASSOCIATES CONSULTING . ENGINEERS , INC. Proposal Response is Available for Review in the City Clerk's Office of Tamarac & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. THIS AGREEMENT is made and entered into this Usay of , 20_Qkby and between the City of Tamarac, a municipal corporation with princip I 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 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac & Contracts Division 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 now 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 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. 2 of Tamarac & Contracts Division 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 attorneys fees (including appellate attorney's fees) and costs. 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. 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, religion, color, of Tamarac Purchasing & Contracts Division iw gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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: 4 of Tamarac C ITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City MQrney at the following address: Goren, Cherof, Doody & Ezroi, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT Corzo Castella Carballo Thompson Salman, P.A. 901 Ponce De Leon Blvd. Suite 900 Coral Gables, FL 33134 (954) 565-2113 12) Termination & Contracts Division 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by'the terminating party to the other party for such termination in which event the 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. 5 of Tamarac Purchasing & Contracts Division 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. 17) Severabiiity; 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 of Tamarac & Contracts Division 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. -`� ATTEST,, --Mae' non , CIVIC ✓ = =C�i Clerk Date CITY OF TAMARAC Beth Flansbaum-Talabisco, Mayor 6-- Dake JefFreWiller, City Manager D e: as to form and legal sufficiency: Attorney ATTEST: Corzo Casteila Carballo Thompson Salman P.A. Company Name (Corpor to SecretaryV i President/Owner Robj6rt T. Carballo - _ Ty a/Print Name of Corporate Secy. -CORPORATE SEAL) 4 � " r✓ it .... �. Ramon Castella Vice President Type/Print Name of President/Owner ..�vM Date of Tamarac & Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF C7 f S1 •SS COUNTY OFjjCOIA-V-. (-A: 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 Ramon Castella, Vice President, of Corzo Castella Carballo Thompson Salman, P.A., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of�±�\QLO-P- , .00 ' k MPMANIHJ. Signa e of Notary Public Ndarype-NOdFWW Stat f Florida at Lar e t�Ay cormnww Egim Jul z7. Zoo9 g camni Ww # W 4&W sanded By N&UW Notary Assn. 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. 8 EXHIBIT C-5 CORZO, CASTELLA, CARBALLO, THOMPSON, SALMAN, P.A. Proposal Response is Available for Review in the City Clerk's Office of Tamarac & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND ECKLER ENGINEERING, INC. THIS AGREEMENT is made and entered into this L�Slay of , 20_0h,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 Eckler Engineering, Inc., a Florida corporation with principal offices located at 4700 Riverside Drive, Suite 110, Coral Springs, FL 33067 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 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 City of Tamarac & Contracts Division 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 now 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 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. 2 City of Tamarac & Contracts Division 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 negligent act, error or omission including: 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. 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. 8) Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Consultant shall not discriminate 3 of Tamarac Purchasing & Contracts Division against any employee or applicant for employment because of race, religion, color, gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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. 1 Q) 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: 4 City of Tamarac Purchasing & 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 & Exrol, 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 (965) 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 terminating party to the other party 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, 5 of Tamarac Purchasing & Contracts Division 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. 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 of Tamarac & Contracts Division 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. /_IVaI�-19 (Corporate Secretary) Donald Eckler Type/Print Name of Corporate Secy (CORPORATE SEAL) CITY OF TAMARAC A Beth Flansbaum-Talabisco, Mayor Dat Jeffre L. Wier, City Manager --III I o� Date: as to form and legal sufficiency: n Eckler Enginedr�'ng, Inc. Company Name ® ' � - -- Signature of President/Owner Donald Eckler, President Type/Print Name of President/Owner 4:w3a/a& Date of Tamarac CORPORATE ACKNOWLEDGEMENT STATE OF 00,r% d n :SS COUNTY OF .iBroLJa rol & Contacts Division 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, President, of Eckler Engineering Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this, day ofJul�O , 20 D4 v Signature of Notary Public State of Florida at Large .........LINDAC F....SO .... Cw" cw— Lnala • ftmIMA' Print, Type or Stamp _' � ri ft NO Am � Norm. Nearer Aan.. Ina IM i.u...u.nn.aunuu...ua Name of Notary Public .....um..i Personally known to me or Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. HOURLY RATES For Work from December 26, 2005 through December 25, 2006, the hourly rates for Eckler Engineering's personnel shall be as follows: PERSONNEL CATEGORY HOURLY RATE Principal $192.00 Engineer 8 $165.00 Engineer 7 $153.00 Engineer 6 $134.00 Engineer 5 $118.00 Engineer 4 $102.00 Engineer 3 $ 86.00 Engineer 2 $ 69.00 Engineer 1 $ 63.00 Resident Inspector $101.25 Technician 4 $ 90.00 Technician 3 $ 81.00 Technician 2 $ 72.00 Technician 1 $ 62.50 Secretary $ 69.00 Administrative Assistant $ 40.00 EXHIBIT C-s ECKLER ENGINEERING, INC. Proposal Response is Available for Review in the City Clerk's Office City of Tamarac 0— Purchasing & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC /_\ ►101 G.L.E. ASSOCIATES, INC. THIS AGREEMENT is made and entered into this 1:t day of , 201�a,by and between the City of Tamarac, a municipal corporation with prince al offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and G.L.E. Associates, Inc., a Florida corporation with principal offices located at 3109 Dr. Martin Luther King Jr. Blvd, Suite 550, Tampa, FL 33607 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 services as detailed in the specific task authorization agreement as approved by City. 2.1.3 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. of Tamarac & Contacts Division 2.1.4 Consultant 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 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 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. 2 City of Tamarac - 0 Purchasing & Contracts Divisions 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, 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. 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. 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, religion, color, gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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 M City of Tamarac Purchasing & Contracts Division 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 AttornU at the following address: of Tamarac & Contracts Division Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONSULTANT G.L.E. Associates, Inc. 3109 Dr. Martin Luther King Jr. Blvd Suite 550 Tampa, FL 33607 (954) 968-6414 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 terminating party to the other party 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 the obligations of this Agreement. 5 of Tamarac & Contracts Division ............................................... . 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. City of Tamarac ;',ATTEST Mariv"i Swenson, CIVIC Qity Clerk: Date �,��"I &�� 's A44::�, (Corporate Secretary) Robert B. Greene Type/Print Name of Corporate Secy. �--{MkP RATE SEAT-) 0 Purchasing & Contacts Division CITY OF TAMARAC Beth Flansbaum-Talabisco, Mayor Date Jeffrey . Miller, City Manager Date: Approved as to form and legal sufficiency: City G.L.E. Associates, Inc. _ Company Name Signature of President/Owner Robert B. Greene, President Type/Print Name of President/Owner Date LP13a lo of Tamarac & Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF � _ _Q Aws :SS COUNTYOF �Ytl 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 Robert B. Greene, President, of G.L.E. Associates, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS m hand and official seal thi�da of U V-N-- 20 UR Y Y � .._._. OvvVS4rt., Sign tune of Notary Public I rida at Large Notary Public state of Florida Heather Jig Hanson MY Cw nias DD51 " tamp 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. E7 on LE Plan. Design. Construct. Maintain. GLE Associates, Inc. Schedule of Hourly Rates 1. Division Manager/Project Principle 2. Sr. Professional Architect/Engineer 3. Professional Architect/Engineer 4. Architecture/Engineering Designer 5. Construction Inspector 6. CADD Operator 7. Clerical $140.00/hour $105.00/hour $95.00/hour $85.00/hour $70.00/hour $55.00/hour $50.00/hour All customary reimbursable expenses will be invoiced at 1.1x actual costs incurred. GLE Associates. Inc. 3109 W. Dr. Martin Luther King Jr. Blvd, I Suite 550 1 Tampa, Florida 33607 1 813-241-8350 1 Fax 813-241-8737 Tallahassee I St. Petersburg I Orlando I Ft. Lauderdale I Miami I Jacksonville I Gainesville I Atlanta I Houston I Los Angeles Architecture AA 0002369 • Engineer E8 0005483 • Asbestos ZA 0000034 • Geology 0000297 EXHIBIT C-7 GLE ASSOCIATES, INC. Proposal Response is Available for Review in the City Clerk's Office of Tamarac ;!lasing & Contracts ,Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND HSQ GROUP, INC. THIS AGREEMENT is made and entered into this 12*�day of J ow , 20_okby and between the City of Tamarac, a municipal corporation with princiPW 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 14000 Military Trail, Suite 103, Delray Beach, FL 33484 (the "Consultant") to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac & Contracts Division 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 now 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 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 Sure The Contract Sum for all work awarded shall be detailed in writing for each separate task authorization. of Tamarac & Contracts Division 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 attorneys fees (including appellate attorney's fees) and costs. 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. 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, religion, color, City of Tamarac & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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 of Tamarac Purchasing & 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 CONSULTANT HSQ Group, Inc. 14000 Military Trail Suite 103 Delray Beach, FL 33484 (561) 637-0955 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 terminating party to the other party 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 1 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. 5 y of Tamarac _ Purchasing & Contracts Division 112 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. 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 of Tamarac involving this Agreement. & 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 CONSULTANT, signing by and through its President, duly authorized to execute same. ATTEST: Marion -Swenson, CMC - Citytlerk , Date . Antonio Quevedo Type/Print Name of Corporate Secy. (00f�PC3RATE SEAL) CITY OF TAMARAC Beth Oahs aum-Talabisco, Mayor e /y, r Jeffrey . Miler, City Manager Date: Approved as to form and legal sufficiency: At- CiVftorneO' HSQ Group, Inc. Company Name. ZO!V-- r Signature of President/Owner Jay Huebner, President Type/Print Name of President/Owner Date of Tamarac Purchasing & Contracts Division CORPORATE ACKNOWLEDGEMENT' STATE OF FLQFIDA :SS COUNTY OF PALM BEACH 1 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, President, of HSQ Group, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this, day of June 14, 2(0 6 , Signature of Notary Public State of Florida at Large Koseann Abrams Print, Type or Stamp NOTARY PC���,tc-s�,�� of ELoxtDA Roseam Abrams Name of Notary Public Commission # DD477973 Expires: OCr 03, 2009 [ Personally known to me or Handed Tluu truants._ ,,i roving co., Inc. ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. �: A..:II=ff Ko HSQ GROUP, INC. Proposal Response is Available for Review in the City Clerk's office ,;.?- --mo# AZlk of Tamarac Purchasing & Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC /_1► I a] MATHEWS CONSULTING, INC. THIS AGREEMENT is made and entered into this ta,Nay of JQW , 20ALby and between the City of Tamarac, a municipal corporation with princip I 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 1475 Centrepark Blvd, Suite 250, West Palm Beach, FL 33401 (the "Consultant') to provide "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. 06-06R, 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, materials, and equipment 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 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 Tamarac & Contracts Division 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 now 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 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. of Tamarac & Contracts Division 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. 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. 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, religion, color, 3 of Tamarac Purchasing & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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: al £ity p Fsmarac Purchasing & Contr&WVIVrsJpn 1�64 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. 1475 Centrepark Blvd Suite 250 West Palm Beach, FL 33401 (561) 478-7961 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 terminating party to the other party 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. of Tamarac Purchasing & Contracts Division 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. 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 City of Tamarac involving this Agreement. & 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 CONSULTANT, signing by and through its President, duly authorized to execute same. ATTEST: V66W—Swenson, CIVIC w City-Cferk 61/0(o Date ATTEST: (Corporate Secretary) David L. Mathews Type/Print Name of Corporate Secy. CITY OF TAMARAC 61 Beth Flansbaum-Talabisco, Mayor Da e 127a,14 Jeffre . Miler, City Manager Da et : as to form and legal sufficiency: /"A j,,- -Y AM Rene L. Mathews, President Type/Print Name of President/Owner Date 6-(Sv(o of Tamarac i & Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF 4G ;Z�9 SS COUNTY OF /� Z"Ooy- 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, President, of Mathews Consulting, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of Zn/F /s , 20 (, S' ature of Notary Pubg ,�"' "� AMWMM (-State of Florida at Large • My f arrrmWOM 0020M %0E F0brWyM.M GAYST•Gd/v�T 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. 4. EXHIBIT C-9 MATHEWS CONSULTING, INC. Proposal Response is Available for Review in the City Clerk's Office A* of Tamarac AGREEMENT BETWEEN THE CITY OF TAMARAC /_1►111 SALTZ MICHELSON ARCHITECTS, INC. & Contracts Division THIS AGREEMENT is made and entered into this � day of , 20Dfo 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 Saltz Michelson Architects, Inc., a Florida corporation with principal offices located at 3501 Griffin Road, Fort Lauderdale, FL 33312 (the "Consultant") to provide "as needed" project task architectural/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. 06-06R, 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, materials, and equipment necessary to provide various "as needed", architectural/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 architectural/engineering 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 Tamarac & Contracts Division 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 now 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 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. 2 of Tamarac & Contracts Division 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. 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. 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, religion, color, of Tamarac & Contracts Division gender, national origin, sex, age, 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, religion, color, gender, national origin, sex, age, 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: of Tamarac 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 Saltz Michelson Architects, Inc. 3501 Griffin Road Fort Lauderdale, FL 33312 (954) 266-2700 12) Termination & Contracts Division 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the 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 City of Tamarac Purchasing & Contracts Division 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. 17) Severabiiity; 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. City of Tamarac Purchasing & 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 CONSULTANT, signing by and through its President, duly authorized to execute same. =' -ATTEST: Marfora-Swenson, MC -City Cleric Date ATTES : 4 (Corporate Secretary) Charles Michelson Type/Prinf,Name of Corporate Secy. �JCDkPC?RATE SEAL) w` CITY OF TAMA C y Beth Flansbaum-Talabisco, Mayor 7)1:4 0 Date'- 74-1,A41's 4- / 7 "-% . Jeffref f. Viller, City Manager Date: as to form and legal sufficiency: C Saltz Michelson Architects, Inc. Company Na e Signature of resident/Owner Mark Saltz, President Type/Print Name of President/Owner Date of Tamarac CORPORATE ACKNOWLEDGEMENT STATE OF Florida :SS COUNTY OF Broward & Contracts Division 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 Mark Saltz, President, of Saltz Michelson Architects, Inc., a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of ,Tune 19 2QfL_. NICHOLLE CHEESMAN qd f I MY COMMISSIONJUL18, 2008A18 Si naiWre of Notary Public ' atPlpEs: uL 1 e, 2011e 9 rY Bonded through 1st 8tete Insurame State of Florida at Large Nlcholle Cheesman 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. Rl EXHIBIT C-10 SALTZ MICHELSON ARCHITECTS, INC. Proposal Response is Available for Review in the City Clerk's Office