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HomeMy WebLinkAboutCity of Tamarac Resolution R-99-335Temp. Reso. #8712, July 29, 1999 1 Revision #1, November 30, 1999 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-99 -336" A RESOLUTION OF THE CITY COMMISSION TO AUTHORIZE THE APPROPRIATE CITY OFFICIALS TO ACCEPT AND EXECUTE AN AGREEMENT BETWEEN BROWARD COUNTY AND THE CITY OF TAMARAC FOR THE FUNDING OF UTILITY IMPROVEMENTS ALONG NW 44T" STREET IN THE CITY OF LAUDERHILL; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Broward County plans to begin construction on NW 44" Street from Inverrary Boulevard West to Rock Island Road in the City of Lauderhill; and WHEREAS, Broward County plans to solicit bids for the project in accordance with County procedures; and WHEREAS, the City of Tamarac desires to construct utility improvements in the form of a 12 inch water line within the boundaries of the project; and WHEREAS, the City of Tamarac has requested that Broward County include the utility improvements in its bid solicitation for the project; and WHEREAS, the City of Tamarac has agreed to fund the cost for construction, inspection and testing of the utility improvements; and WHEREAS, the City of Tamarac has sufficient funds in the appropriate utilities operational account to fund the cost for construction, inspection and testing of the utility Temp. Reso. #8712, July 29, 1999 2 Revision #1, November 30, 1999 improvements; and WHEREAS, the City of Tamarac has prepared plans and technical specifications for the utility improvements along NW 441h Street from 64t' Avenue (vacated) to the existing 12-inch water line located along 441h Street near the emergency entrance to the Woodland Golf Course maintenance facility; and WHEREAS, it is the recommendation of the Director of Utilities that the proposed Agreement (Attached as Exhibit 1) be accepted and executed; 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 enter into an Agreement with Broward County for the construction of a 12-inch water line along N.W. 44th Street as part of the County's N.W. 44th Street Roadway Widening Project. 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: The appropriate City Officials are hereby authorized to accept and execute an agreement between Broward County and the City of Tamarac regarding the funding of Utility Improvements along NW 44" Street in the City of Lauderhill. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. 1 1 1 Temp. Reso. #8712, July 29, 1999 3 Revision #1, November 30, 1999 SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. f+� PASSED, ADOPTED AND APPROVED this day of , 1999. ATTE,S,T: CAROL`b6LD, CMC/AAE CITY CLERK I H,EREgY CERTIFY that I h e a pr ve thisRES"UT104 as MITCHELL S. CITY ATTO Utilities:MW/aml JOE SCHREIBER MAYOR RECORD OF COMMISSION V TE MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: V/M MISHKIN DIST & COMM. SULTAN IF DIST 4: COMM. ROBERTS Exhibit 1 Temp. Reso. #8712 • • C� AGREEMENT Between BROWARD COUNTY and CITY OF TAMARAC for THE FUNDING OF UTILITYIMPROVEMENTS ALONG NW 44"H STREET IN THE CITY OF LAUDERHILL Project No. 5107 AGREEMENT Between BROWARD COUNTY and CITY OF TAMARAC for THE FUNDING OF UTILITYIMPROVEMENTS ALONG NW 44TH STREET IN THE CITY OF LAUDERHILL Project No. 5107 This is an Agreement made and entered into by and between BROWARD COUNTY, a political subdivision of the state of Florida, its successors and assigns, hereinafter isreferred to as "COUNTY," through its Board of County Commissioners, AND CITY OF TAMARAC, a municipal corporation located in Broward County, Florida, organized and existing under the laws of the state of Florida, its successors and assigns, hereinafter referred to as "CITY." WITNESSETH: WHEREAS, COUNTY plans to begin construction widen NW 44" Street from Inverrary Boulevard West to Rock Island Road in the City of Lauderhill, hereinafter referred to as the "Project"; and WHEREAS, COUNTY plans to solicit bids for the Project in accordance with applicable COUNTY procedures; and WHEREAS, CITY desires to construct its underground utilities within the boundaries of the Project; and WHEREAS, CITY has requested that COUNTY include the CITY's utility construction as part of the Project; and WHEREAS, CITY has agreed to fund the cost for construction, inspection, and • testing of such utility construction; and WHEREAS, CITY has prepared plans and technical specifications for CITY's utility improvements along NW 44th Street from 64th Avenue (Vacated) to the existing 12-inch water line located along 441h Street near the emergency entrance to the Woodland Golf Course maintenance facility, hereinafter referred to as "Utility Improvements"; NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payment hereinafter set forth, COUNTY and CITY agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS 1.1 Agreement: "Agreement" shall mean this document, Articles 1 through 9, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board: "Board" shall mean the Broward County Board of County Commissioners, 1.3 Contract Administrator: "Contract Administrator" shall mean the Broward County Administrator, the Director of Public Works, or the designee of such County Administrator or Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CITY and to manage and supervise execution and completion of the Scope of Services and the terms and conditions of this Agreement as set forth herein. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1.4 COUNTY: "COUNTY" shall mean Broward County, through the Board, a political subdivision of the State of Florida. 1.5 County Attorney: "County Attorney" shall mean the chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 4.03 of the Broward County Charter. 1.6 CITY: "CITY" shall mean the City of Tamarac. 1.7 Project: "Project" shall mean the construction to widen NW 44th Street from Inverrary Boulevard to Rock Island Road in the City of Lauderhill. -2- ARTICLE 2 is SCOPE OF SERVICES 2.1 CITY has prepared plans and technical specifications necessary for the construction of the utility improvements of the CITY within the Project boundaries. Upon COUNTY approval of the plans and technical specifications relating to the construction of the utility improvements, COUNTY shall cause such plans to be incorporated into the COUNTY's contract documents for the Project. 2.2 CITY shall own and maintain its Utility improvements upon CITY's approval and acceptance of the utilities. COUNTY shall have no responsibility of any kind whatsoever relating to the utilities except such responsibility which is set forth with specificity herein. 2.3 CITY shall perform all inspection and testing of work involved in the UTILITY IMPROVEMENTS at CITY's sole expense. 2.4 COUNTY shall: 2.4.1 Advertise for bids, accept bids and award the contract for construction of the Project pursuant to COUNTY procedures. COUNTY agrees to be responsible for all construction coordination with respect to the Project. 2.4.2 Require that all contractor bids submitted for the Project contain a separate 1 P severable bid item for the Utility improvements. The COUNTY shall furnish CITY with a copy of the overall low bid, as determined in COUNTY's sole discretion, which bid shall include the bid item for the Utility improvements. In the event that the low bidder's bid price is not acceptable to CITY, COUNTY may delete the utility construction from the Project and proceed to award the contract pursuant to COUNTY policy. CITY shall proceed on its own in obtaining bids for and causing construction of its utility improvements in a timely manner so as not to cause delay or interfere with Project. 2.4.3 Require in the construction documents that the construction contractor provide as -built drawings of the CITY's utilities at CITY's expense as setforth in Section 3.2 herein and any and all warranties applicable to CITY's utilities. CITY shall pay for the cost of the as -built drawings, upon CITY's approval and acceptance of the utilities. 0 3 ARTICLE 3 COSTS 3.1 CITY shall pay for, obtain, and provide COUNTY with copies of each and every permit required for the Utility improvements before work starts. CITY is responsible for keeping such permits current. 3.2 CITY shall be responsible for each and every expense related to the design, construction, testing, inspection, and construction management costs of its Utility improvements. Invoices relating to the Utility improvements from the construction contractor, construction contract administration consultant, testing firm(s) or from any other source involved in the design, construction, testing, inspection, and construction management of its underground utility construction shall be submitted by the COUNTY to the CITY for review and approval. CITY shall complete their review within ten (10) calendar days and shall remit payment to COUNTY within twenty-five (25) calendar days of approval of each invoice so as to enable COUNTY to comply with the payment provisions of the COUNTY`s construction contract and professional services agreements for the project. In the event costs for the Utility improvements are increased by change orders, approved by the COUNTY and CITY, CITY shall remit immediately such increased amounts to COUNTY. ARTICLE 4 TERM AND TERMINATION 4.1 The term of this Agreement shall begin on the date it is fully executed by both parties and shall terminate as provided for by Sections 4.2 through 4.6 hereinbelow. 4.2 This Agreement may be terminated for cause by COUNTY, through action of the Board, or by CITY, upon a thirty (30) days written notice given by the terminating party to the other party setting forth the breach. If CITY, or COUNTY, corrects the breach within thirty (30) days after written notice of same, to the satisfaction of the terminating party, the Agreement shall remain in full force and effect. If such breach is not corrected and improved within thirty (30) days of receipt of notice of breach, the terminating party may terminate the Agreement. 4.3 Termination of this Agreement for cause shall include, but is not limited to, failure of the CITY to suitably perform its obligations required by Article 2 herein, and failure of the parties to continuously perform the services required by the terms and conditions of this Agreement in a manner calculated to meet or accomplish the objectives set forth herein, notwithstanding whether any such breach was previously waived or cured. 4.4 This Agreement may be terminated for convenience by either party upon a thirty (30) day written notice given by the terminating party to the other party. This Agreement may also be terminated by COUNTY's Contract Administrator upon such notice as Contract Administrator deems appropriate in the event that the Contract Administrator determines that termination is necessary to protect the public health, safety, or welfare. 4.5 In the event this Agreement is terminated for convenience, upon being notified of election to terminate, the parties shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. CITY acknowledges and agrees that ten dollars ($10.00), the adequacy of which is hereby acknowledged by CITY, is given as specific consideration to CITY for COUNTY's right to terminate this Agreement for convenience. 4.6 Notice of termination shall be provided in accordance with Article 6, "NOTICES," herein except that notice of termination by Contract Administrator which Contract Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with Article 6, "NOTICES," herein. ARTICLE 5 CHANGES IN SCOPE OF SERVICES Any change to the Scope of Services must be accomplished b a written p P Y amendment, executed by the parties in accordance with Section 9.11 below. ARTICLE 6 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: FOR BROWARD COUNTY: Henry P. Cook, Director of Engineering Engineering Division Governmental Center, Suite 321 115 South Andrews Avenue Fort Lauderdale, Florida 33301 FOR CITY: Michael Woika Director of Utilities 6001 Nob Hill Road Tamarac, Florida 33321 CC' City Attorney City of Tamarac 7535 NW 88`h Avenue Tamarac, Florida 33321 ARTICLE 7 INDEMNIFICATION 7.1 CITY is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and agrees to be fully responsible for acts and omissions of its agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or - political subdivision of the State of Florida to be sued by third parties in any matter arising out of this Agreement or any other contract. 7.2 COUNTY shall include the following clause in its construction contract with the low bidder: Contractor shall indemnify, defend, and hold harmless the City of Tamarac, its officers, agents, and employees from and against any claim, demand, or cause of action of any kind arising out of errors, acts, or omissions including negligent acts or omissions, of Contractor, its agents, consultants, or employees relating to the construction or installation of the CITY's utility facilities. ARTICLE 8 INSURANCE 8.1 The parties hereto acknowledge that CITY is a self -insured governmental entity subject to the limitations of Section 768.28, Florida Statutes. The CITY shall institute and maintain a fiscally sound and prudent risk management program with regard to its obligations under this Agreement in accordance with the provisions of Section 768.28, Florida Statutes. -6- • C� • ARTICLE 9 MISCELLANEOU 9.1 OWNERSHIP OF DOCUMENTS Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of CITY, except for those documents provided by CITY to COUNTY, which shall remain the property of COUNTY. Information and documents developed by CITY relating to the Project that are requested by COUNTY shall be given to COUNTY by the CITY. 9.2 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT CITY shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CITY shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CITY shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. CITY's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 161/), national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. CITY shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16'/) in performing any services pursuant to this Agreement. 9.3 THIRD PARTY BENEFICIARIES Neither CITY nor COUNTY intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party -7- beneficiaries to this Agreement and that no third party shall be entitled to assert a . claim against either of them based upon this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 9.4 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by the CITY without the prior written consent of the COUNTY. CITY represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Services and to provide and perform such services to COUNTY's satisfaction for the agreed compensation. CITY shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of CITY's performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards. 9.5 MATERIALITY AND WAIVER OF BREA16 CH COUNTY and CITY agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. COUNTY's or CITY's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 9.6 COMPLIANCE WITH LAWS CITY shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. 9.7 SEVERANCE In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless -8- COUNTY or CITY elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 9.8 JOINT PREPARATION The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 9.9 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 9 of this Agreement shall prevail and be given effect. 9.10 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Broward County, Florida. 9.11 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and CITY. 9.12 PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or • • alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Section 9.11 above. 9.13 INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" clause set forth above are acknowledged by the parties. The attached exhibits are incorporated into and made a part of this Agreement. 9.14 MULTIPLE ORIGINALS This Agreement may be fully executed in four (4) copies by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. (Intentionally Left Blank) M112 IN WITNESS WHEREOF, the parties hereto have made and executed this A& Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the day of , 19 , and CITY OF TAMARAC, signing by and through its duly authorized to execute same. COUNTY ATTEST: BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS County Administrator and Ex-Officio Clerk of the Board of County By Commissioners of Broward County, Florida 0 -11- Chair day of __ . _ , 19 Approved as to form by Office of County Attorney Broward County, Florida EDWARD A. DION, County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-6968 By Carol S. Wolff Assistant County Attorney • • AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF TAMARAC FOR THE FUNDING OF UTILITY IMPROVEMENTS ALONG NW 44TH STREET IN THE CITY OF LAUDERHILL WITNESSES: A EST: City Clerk (CORPORATE SEAL) CSW:cb 11 /5/99 tamarac.u01 CITY -12- CITY OF TAMARA/�C Y 6/mayor-commissioner l day of 49, - L k - / 111161-1-1e� V -, City/Maryg6er A day of ���c.,,ti- 19 4' CITY OF TAMARAC INTEROFFICE MEMORANDUM UTILITIES DEPARTMENT TO: Carol Gold, DATE: February 28, 2000 City Clerk FROM: is I Woika, RE: Original Agreement with to f Utilities Broward County for Utility Improvements Attached for your records is the original signed agreement with Broward County for the funding of utility improvements along NW 44t" Street in the City of Lauderhill. This agreement was part of Resolution #99-335 which was on the December 8, 1999 agenda. Attachment c: Engineering Division TO: Cily of Tamarac 6001 Nob Hill Road Tamarac FL.33321-2401 1a = nsimm Leiaslu Letter of Transmittal Date 02/25/00 .lob No.5107 Attn: Mr. Mike Wioka Re: NW 44"' Street (From Inverrary Boulevard West to Rock Island Road) Hand Deliver ❑ For approval ❑ Returned for corrections ❑ For your use ❑ Approved as noted ❑ As requested ❑ For review and comment NUMBER OF ORIGINALS COPIES OF EACH TOTAL NUMBER OF COPIES DESCRIPTION 1 Fully executed agreement for the City of Tamarac's utility improvements 1/ FTITZ. COPY TO Darwin Townsend P.E. SIGNED (l t- �- #70"1 tnigineering Div.. Design Section BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS — An Equal Opportunity Employer and Provider of Services Norman Abramowitz Scott I. Cowan Suzanne N. Gunzburger Kristin D. Jacobs Ilene Lieberman Lori Nance Parrish John E. Rodstrom, Jr. World Wide Web: http://www.co.broward.fl.us AGREEMENT Between BROWARD COUNTY and CITY OF TAMARAC for THE FUNDING OF UTILITYIMPROVEMENTS ALONG NW 44TH STREET IN THE CITY OF LAUDERHILL Project No. 5107 AGREEMENT Between BROWARD COUNTY and CITY OF TAMARAC for THE FUNDING OF UTILITYIMPROVEMENTS ALONG NW 44T" STREET IN THE CITY OF LAUDERHILL Project No. 5107 This is an Agreement made and entered into by and between BROWARD COUNTY, a political subdivision of the state of Florida, its successors and assigns, hereinafter referred to as "COUNTY," through its Board of County Commissioners, AND CITY OF TAMARAC, a municipal corporation located in Broward County, Florida, organized and existing under the laws of the state of Florida, its successors and assigns, hereinafter referred to as "CITY." WITNESSETH: WHEREAS, COUNTY plans to begin construction widen NW 40 Street from Inverrary Boulevard West to Rock Island Road in the City of Lauderhill, hereinafter referred to as the "Project"; and WHEREAS, COUNTY plans to solicit bids for the Project in accordance with applicable COUNTY procedures; and WHEREAS, CITY desires to construct its underground utilities within the boundaries of the Project; and WHEREAS, CITY has requested that COUNTY include the CITY's utility construction as part of the Project; and tl ■ sI !I WHEREAS, CITY has agreed to fund the cost for construction, inspection, and testing of such utility construction; and WHEREAS, CITY has prepared plans and technical specifications for CITY's utility improvements along NW 44' Street from 6411 Avenue (Vacated) to the existing 12-inch water line located along 4411 Street near the emergency entrance to the Woodland Golf Course maintenance facility, hereinafter referred to as "Utility Improvements"; NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payment hereinafter set forth, COUNTY and CITY agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS 1.1 Agreement: "Agreement" shall mean this document, Articles 1 through 9, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board: "Board" shall mean the Broward County Board of County Commissioners. 1.3 Contract Administrator: "Contract Adm inistrator' shall mean the Broward County Administrator, the Director of Public Works, or the designee of such County Administrator or Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CITY and to manage and supervise execution and completion of the Scope of Services and the terms and conditions of this Agreement as set forth herein. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1.4 COUNTY: "COUNTY" shall mean Broward County, through the Board, a political subdivision of the State of Florida. 1.5 County Attorney: "County Attorney" shall mean the chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 4.03 of the Broward County Charter. 1.6 CITY: "CITY" shall mean the City of Tamarac. 1.7 Project: "Project" shall mean the construction to widen NW 441h Street from Inverrary Boulevard to Rock Island Road in the City of Lauderhill. -2- ARTICLE 2 SCOPE OF SERVICES 2.1 CITY has prepared plans and technical specifications necessary for the construction of the utility improvements of the CITY within the Project boundaries. Upon COUNTY approval of the plans and technical specifications relating to the construction of the utility improvements, COUNTY shall cause such plans to be incorporated into the COUNTY's contract documents for the Project. 2.2 CITY shall own and maintain its Utility improvements upon CITY's approval and acceptance of the utilities. COUNTY shall have no responsibility of any kind whatsoever relating to the utilities except such responsibility which is set forth with specificity herein. 2.3 CITY shall perform all inspection and testing of work involved in the UTILITY IMPROVEMENTS at CITY's sole expense. 2.4 COUNTY shall: 2.4.1 Advertise forbids, accept bids and award the contract for construction of the Project pursuant to COUNTY procedures. COUNTY agrees to be responsible for all construction coordination with respect to the Project. 2.4.2 Require that all contractor bids submitted for the Project contain a separate severable bid item for the Utility improvements. The COUNTY shall furnish CITY with a copy of the overall low bid, as determined in COUNTY's sole discretion, which bid shall include the bid item for the Utility improvements. In the event that the low bidder's bid price is not acceptable to CITY, COUNTY may delete the utility construction from the Project and proceed to award the contract pursuant to COUNTY policy. CITY shall proceed on its own in obtaining bids for and causing construction of its utility improvements in a timely manner so as not to cause delay or interfere with Project. 2.4.3 Require in the construction documents that the construction contractor provide as -built drawings of the CITY's utilities at CITY's expense as setforth in Section 3.2 herein and any and all warranties applicable to CITY's utilities. CITY shall pay for the cost of the as -built drawings, upon CITY's approval and acceptance of the utilities. 9911 ARTICLE 3 r.n.qT4 3.1 CITY shall pay for, obtain, and provide COUNTY with copies of each and every permit required for the Utility improvements before work starts. CITY is responsible for keeping such permits current. 3.2 CITY shall be responsible for each and every expense related to the design, construction, testing, inspection, and construction management costs of its Utility improvements. Invoices relating to the Utility improvements from the construction contractor, construction contract administration consultant, testing firm(s) or from any other source involved in the design, construction, testing, inspection, and construction management of its underground utility construction shall be submitted by the COUNTY to the CITY for review and approval. CITY shall complete their review within ten (10) calendar days and shall remit payment to COUNTY within twenty-five (25) calendar days of approval of each invoice so as to enable COUNTY to comply with the payment provisions of the COUNTY`s construction contract and professional services agreements for the project. In the event costs for the Utility improvements are increased by change orders, approved by the COUNTY and CITY, CITY shall remit immediately such increased amounts to COUNTY. ARTICLE 4 TERM AND TERMINATION 4.1 The term of this Agreement shall begin on the date it is fully executed by both parties and shall terminate as provided for by Sections 4.2 through 4.6 hereinbelow. 4.2 This Agreement may be terminated for cause by COUNTY, through action of the Board, or by CITY, upon a thirty (30) days written notice given by the terminating party to the other party setting forth the breach. If CITY, or COUNTY, corrects the breach within thirty (30) days after written notice of same, to the satisfaction of the terminating party, the Agreement shall remain in full force and effect. If such breach is not corrected and improved within thirty (30) days of receipt of notice of breach, the terminating party may terminate the Agreement. 4.3 Termination of this Agreement for cause shall include, but is not limited to, failure of the CITY to suitably perform its obligations required by Article 2 herein, and failure of the parties to continuously perform the services required by the terms and conditions of this Agreement in a manner calculated to meet or accomplish the objectives set forth herein, notwithstanding whether any such breach was previously waived or cured. 511 4.4 This Agreement may be terminated for convenience by either party upon a thirty (30) day written notice given by the terminating party to the other party. This Agreement may also be terminated by COUNTY's Contract Administrator upon such notice as Contract Administrator deems appropriate in the event that the Contract Adm inistratordetermines that termination is necessaryto protectthe public health, safety, or welfare. 4.5 In the event this Agreement is terminated for convenience, upon being notified of election to terminate, the parties shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. CITY acknowledges and agrees that ten dollars ($10.00), the adequacy of which is hereby acknowledged by CITY, is given as specific consideration to CITY for COUNTY's right to terminate this Agreement for convenience. 4.6 Notice of termination shall be provided in accordance with Article 6, "NOTICES," herein except that notice of termination by Contract Administrator which Contract Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with Article 6, "NOTICES," herein. ARTICLE 5 CHANGES IN SCOPE OF SERVICES Any change to the Scope of Services must be accomplished by a written amendment, executed by the parties in accordance with Section 9.11 below. ARTICLE 6 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: FOR BROWARD COUNTY: Henry P. Cook, Director of Engineering Engineering Division Governmental Center, Suite 321 115 South Andrews Avenue Fort Lauderdale, Florida 33301 -5- FOR CITY: Michael Woika Director of Utilities 6001 Nob Hill Road Tamarac, Florida 33321 CC' City Attorney City of Tamarac 7535 NW 8811 Avenue Tamarac, Florida 33321 ARTICLE 7 INDEMNIFICATION 7.1 CITY is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and agrees to be fully responsible for acts and omissions of its agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of this Agreement or any other contract. 7.2 COUNTY shall include the following clause in its construction contract with the low bidder: Contractor shall indemnify, defend, and hold harmless the City of Tamarac, its officers, agents, and employees from and against any claim, demand, or cause of action of any kind arising out of errors, acts, or omissions including negligent acts or omissions, of Contractor, its agents, consultants, or employees relating to the construction or installation of the CITY's utility facilities. ARTICLE 8 INSURANCE 8.1 The parties hereto acknowledge that CITY is a self -insured governmental entity subject to the limitations of Section 768.28, Florida Statutes. The CITY shall institute and maintain a fiscally sound and prudent risk management program with regard to its obligations under this Agreement in accordance with the provisions of Section 768.28, Florida Statutes. ARTICLE 9 MISCELLANEOUS 9.1 OWNERSHIP OF DOCUMENTS Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of CITY, except for those documents provided by CITY to COUNTY, which shall remain the property of COUNTY. Information and documents developed by CITY relating to the Project that are requested by COUNTY shall be given to COUNTY by the CITY. 9.2 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT CITY shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CITY shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and I I of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CITY shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. CITY's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 161/2), national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. CITY shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16'/) in performing any services pursuant to this Agreement. 9.3 THIRD PARTY BENEFICIARIES Neither CITY nor COUNTY intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party -7- beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 9.4 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by the CITY without the prior written consent of the COUNTY. CITY represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Services and to provide and perform such services to COUNTY's satisfaction for the agreed compensation. CITY shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of CITY's performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards. 9.5 MATERIALITY AND WAIVER OF BREACH COUNTY and CITY agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. COUNTY's or CITY's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 9.6 COMPLIANCE WITH LAWS CITY shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. 9.7 SEVERANCE In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or CITY elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 9.8 JOINT PREPARATION The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 9.9 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 9 of this Agreement shall prevail and be given effect. 9.10 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Broward County, Florida. 9.11 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and CITY. 9.12 PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or 0 alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Section 9.11 above. 9.13 INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" clause set forth above are acknowledged by the parties. The attached exhibits are incorporated into and made a part of this Agreement. 9.14 MULTIPLE ORIGINALS This Agreement may be fully executed in four (4) copies by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. (Intentionally Left Blank) -10- V IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the 2-2 day of Febru , 1-9210o, and CITY OF TAMARAC, signing by and through its r"," u aut prized to execute same. Ir ATTEST: County Administrator and Ex-Officio Clerk of the Board of County Commissioners of Broward County, Florida 40- COUNTY BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS By Ch 2a day of _ F-e-L zac�v Approved as to form by z ; + S� . s�i Office of County Attorney Broward County, Florida EDWARD A. DION, County Attorney �dJi �'•...J''� Governmental Center, Suite 423 f�"'•gyp A14 115 South Andrews Avenue Fort Lauderdale, Florida 33301 000 Telephone: (954) 357-7600 Teleco ier: (954) 357-6968 By "� gL4��:- Carol S. Wolff Assistant County Attorney BEE AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF TAMARAC FOR THE FUNDING OF UTILITY IMPROVEMENTS ALONG NW 44T" STREET IN THE CITY OF LAUDERHILL t WCTNE`S,S�S: ATTEST: aa _." .��_ .City? Clerk (CORPORATE SEAL) CSW:cb 11 /5/99 tamarac.u01 CITY -12- CITY OF TAMARAC By ayor-Commissioner may of 91. City ana er o2c)-- day of ,19� ttorne 7 � } r �