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HomeMy WebLinkAboutCity of Tamarac Resolution R-2020-003 Temp. Reso. #13378 January 8, 2020 Page 1 of 5 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2020- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, CANCELLING A TERM AGREEMENT WITH WESTWIND CONTRACTING, INC.; APPROVING AWARD OF RFP NO. 20-04R AND AUTHORIZING AN AGREEMENT WITH PROLIME CORPORATION FOR THE JOINT CITY LIME SLUDGE REMOVAL, HAULING AND DISPOSAL PROJECT AUTHORIZING AN EXPENDITURE OF FUNDS FOR AN AMOUNT NOT TO EXCEED THE APPROVED ANNUAL BUDGET, AND AUTHORIZING CONTRACT ESCALATION / DE-ESCALATION AS PROVIDED UNDER THE AGREEMENT BEGINNING JANUARY 8, 2020 THROUGH JANUARY 7, 2022; AUTHORIZING PROPER CITY OFFICIALS TO EXECUTE CONTRACT RENEWALS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, lime sludge is a by-product of the water treatment process and must be removed, hauled and disposed of from the City's Water Treatment Plant; and WHEREAS, the City Commission of the City of Tamarac awarded an agreement to Westwind Contracting, Inc., via Resolution No. R-2016-99 on September 14, 2016 in response to a publicly advertised Bid No. 16-25B "Lime Sludge Removal, Hauling and Disposal", a copy of said resolution and original bid file are on file with the City Clerk; and WHEREAS, the original agreement provides for the exercising of two (2) two-year renewal options based on receipt of satisfactory service and upon mutual agreement of the City of Tamarac and Westwind Contracting, Inc.; and WHEREAS, the City Commission of the City of Tamarac approved and authorized Amendment No. 1 to the Agreement with Westwind Contracting, via Resolution No. R- 2018-120 on September 26, 2018 for the first of two (2)two-year extensions; a copy of said Temp. Reso. #13378 January 8, 2020 Page 2 of 5 resolution is on file with the City Clerk; and WHEREAS, on May 8, 2019, the City of Tamarac received notification from Westwind Contracting requesting Termination for Convenience in 90 Business Days, effective August 8, 2019, a copy of said Request for Termination for Convenience is attached hereto as "Exhibit 1"; and WHEREAS, to enhance competition and leverage buying power, the City of Tamarac joined with the City of Coral Springs and issued RFP No. 20-04R "Joint City Proposal for Lime Sludge Removal, Hauling and Disposal", which was formally advertised on October 8, 2019; and WHEREAS, a mandatory Pre-Proposal Conference was held on October 22, 2019 with representatives from six (6) firms participating in the Joint City Pre-Proposal Conference; and WHEREAS, on November 7, 2019, the City received two (2) proposals from Austin Tupler Trucking and Prolime Corporation; and WHEREAS, the Cities of Tamarac and Coral Springs formed an Evaluation Committed comprised of the Tamarac Water Plant Superintendent, Tamarac Water Plant Lead Operator, Coral Springs Purchasing Agent, and the Coral Springs Water Plant Superintendent. The Evaluation Committee was facilitated by the City of Tamarac Senior Procurement Specialist; and WHEREAS, the Evaluation Committee met on November 22, 2019 and evaluated the two (2) proposals and determined the proposal from Prolime Corporation to be the most advantageous proposal for both Cities, a copy of the RFP 20-04R Evaluation is attached hereto as "Exhibit 2"; and WHEREAS, it is the recommendation of the Director of Public Services, Director of Financial Services, and the Purchasing & Contracts Manager that the City Commission Temp. Reso. #13378 January 8, 2020 Page 3 of 5 approve award of RFP No. 20-04R to and authorize an Agreement with Prolime Corporation, effective January 8, 2020 through January 7, 2022 with two (2) additional two- year renewal options, and that the appropriate City Officials be authorized to execute said renewals, a copy of said Agreement is attached hereto as "Exhibit 3"; 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 approve and to authorize the appropriate City Officials to execute said Agreement"Joint City Lime Sludge Removal, Hauling and Disposal"with Prolime Corporation for a period beginning January 8, 2020 through September 7, 2022, with two (2) additional two-year renewal options, for an amount not to exceed the approved annual budget. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1 : The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof, and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this Resolution. SECTION 2: The City Commission HEREBY authorizes the cancellation of the Term Agreement with Westwind Contracting, Inc. for Convenience, and awards RFP No. 20-04R to Prolime Corporation, and approves an Agreement between the City of Tamarac and Prolime Corporation ("The Agreement") and the appropriate City officials are hereby authorized to execute the Agreement, hereto attached as "Exhibit 3", to provide Joint City Lime Sludge Removal, Hauling and Disposal. SECTION 3: Expenditures for Lime Sludge Removal, Hauling and Disposal per RFP No. 20-04R and subsequent Agreement with Prolime Corporation are hereby authorized and shall not exceed the approved budget including any approved budget Temp. Reso. #13378 January 8, 2020 Page 4 of 5 amendments. SECTION 4: The appropriate City Officials are HEREBY authorized to extend or renew the Agreement with Prolime Corporation for Joint City Lime Sludge Removal, Hauling and Disposal. SECTION 5: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6: If any clause, section, other part or application of this Resolution is held by any count 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. "The remainder of this page is intentionally left blank." Temp. Reso. #13378 January 8, 2020 Page 5 of 5 SECTION 7: This Resolution shall become effective immediately upon its passage and adoption. PASSED ADOPTED AND APPROVED this a day of 2020. t� MICHELLE J. OMEZ MAYOR ATTEST: LILLIAN PABON, CMC ACTING CITY CLERK RECORD OF COMMISSION VOTE: MAYOR GOMEZ DIST 1: V/M BOLTON DIST 2: COMM. GELIN DIST 3: COMM. FISHMAN DIST 4: COMM. PLACKO I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM /-4 t- ty26 SAMUEL S. GOREN CITY ATTORNEY WESTI Nd TR 13378-EXHIBIT 1 Contracting 3799 W. Hallandale Beach Blvd.-Pembroke Park,Florida 33023 Tel(954)961-7200- Fax. (954)961-7222 May 10, 2019 Mr. Michael C. Cernech City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 Mr. Cernech Pursuant to the last sentence of 17.3 of the parties' Lime Sludge Contract(original Bid Document No. 16-25B), as amended, the contractor hereby gives you written notice of its termination for convenience in 90 business days(last contract day is August 8'1'2019). Please let me know if you have any questions. Regards, Waldemar Polizzi President Cc: Samuel S.Goren, City Attorney Goren, Cherof, Doody&Ezrol,P.A. 3099 East Commercial Blvd.,Suite 200 Fort Lauderdale,FL 33023 Florida Lic.CGC1512900 Heavy Construction,Excavation, Earthmoving,Land Development, Road Building, Mitigation Member of F.T.B.A&E.C.A.of South Florida Internet Address—http://www.westwindcontracting.com TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division SERVICES AGREEMENT BETWEEN THE CITY OF TAMARAC AND PROLIME CORPORATION THIS AGREEMENT is made and entered into this I day of R A , 20"by and between the City of Tamarac, a municipal corporation with principal offices I cated at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Prolime Corporation a Michigan corporation duly registered as a Florida foreign corporation with principal offices located at 58610 Van Dyke Washington, MI 48094 (the "Contractor") shall provide services for Request for Proposal #: 20- 04R-Joint City Proposal Lime Sludge Removal, Hauling and Disposal. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1) THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, RFP Document No. 20-04R for"Joint City Proposal Lime Sludge Removal, Hauling and Disposal", issued by the City of Tamarac and the City of Coral Springs on October 8, 2019 including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions, Instructions to Proposers), drawings and/or schematic plans, Technical Specifications, all addenda, the Contractor's Proposal response dated November 7, 2019, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between RFP #: 20-04R for"Joint City Proposal Lime Sludge Removal, Hauling and Disposal" as issued by City, and the contractor's proposal response; RFP #: 20-04R for "Joint City Proposal Lime Sludge Removal, Hauling and Disposal" as issued by City shall take precedence over the contractor's proposal response. Furthermore, in the event of a conflict between this document and any other Contract Documents, this Agreement shall prevail. 2) THE WORK 2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to complete the scope of work, as outlined in the contract documents including all Addendums, Exhibits, Attachments and Appendices. 2.1.2 Contractor shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. Contractor shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Contractor's expense. 2.1.3 Contractor 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 20-04R-Joint City Proposal Lime Sludge Removal.Hauling and Disposal TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division weather. 2.1.4 Contractor shall comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 3) INSURANCE 3.1. Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified in the original 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, Builder's Risk and all other insurance as required by the City, including Professional Liability when appropriate. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. The following are required types and minimum limits of insurance coverage, which the Proposer agrees to maintain during the term of this contract: Insurance Requirements Line of Business/Coverage Occurrence Aggregate Commercial General Liability Including: Limits Premises/Operations Contractual Liability Personal Injury Explosion,Collapse, Underground Hazard $1,000,000 $2,000,000 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 Liability Statutory 4) CONTRACT TERM 4.1 The contract period shall be for two(2) years based upon successful performance by the Contractor. The initial contract term shall commence upon date of award by the City or at a date mutually agreeable with the successful contractor, whichever is later and shall expire two (2) years from that date. Upon completion of the first two (2) year period, the City reserves the right to renew the Contract for two (2) additional two (2) year periods providing all terms, conditions and specifications 20-04R-Joint City Proposal Lime Sludge Removal,Hauling and Disposer TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division remain the same, both parties agree to the extension, and such extension is approved by the City. 4.2 In the event services are scheduled to end because of the expiration of this contract, the Contractor shall continue the service upon the request of the Purchasing & Contracts Manager. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing contract. The Contractor shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. The ongoing performance evaluation process will continue during any renewal periods for the life of the Agreement. 5) CONTRACT SUM The Contract Pricing for the above work shall be in accordance with the unit pricing contained within Exhibit "A" at Fifteen Dollars and Forty-Nine Cents ($15.49) per cubic yard (CY)for the removal, hauling and disposal of lime sludge from the City of Tamarac's Water Treatment Plant: 7803 NW 61st Street Tamarac, FL 33321 to an approved disposal site. The total for this contract shall not exceed: Ninety-Two Thousand Nine Hundred Forty Dollars and Zero Cents ($92,940.00). The contract shall be for the actual amount as ordered by the City. 6) ESCALATION / DE-ESCALATION Contract pricing shall remain firm for a period of the initial term of the agreement. Subsequent requests for price increases will be considered at the time of any subsequent renewals and shall be effective on the contract renewal date. Decreases in contract price shall be considered at any time, and Contractor shall notify City of any decreases as they occur. Requests for increase/decrease shall be in writing, and will not be considered otherwise. The request for increase/decrease shall be accompanied by written documentation that supports the request. Supporting documentation shall include, but is not limited to, actual invoices from suppliers and/or service providers that reflect verifiable changes in Contractor's costs. Contractor shall also state that the amount being requested includes all costs to which Contractor is entitled under the terms of the contract. The City will not consider any claim for profit margin increases under any circumstance. The City may refuse to accept the adjusted costs if: 1)they are not properly documented; 2) if increases are considered excessive; and 3) if decreases are considered insufficient. In the event the City does not wish to accept the adjusted costs, and the matter cannot be resolved to its satisfaction, the City reserves the right to cancel the contract upon sixty (60)days written notice to Contractor. Requests for increase/decrease in Contract Price will not be considered valid unless submitted in accordance with the terms indicated above. 7) PAYMENTS Payment will be made monthly for work that has been completed, inspected and properly invoiced. Invoices must bear the project name, project number, proposal number and purchase order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. Contractor shall not incur costs for performance of services under this Agreement in excess of said amount without the prior written authorization of the City Manager or designee. Payments shall be processed upon receipt of a properly completed 20-04R-Joint City Proposal Lime Sludge Removal.Hauling and Disposal TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division invoice in accordance with The Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 8) REMEDIES 8.1 Damages:The City reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the City resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. 8.2 Correction of Work: If, in the judgment of the City, work provided by the Contractor does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, the City reserves the right to require that the Contractor correct all deficiencies in the work to bring the work into conformance without additional cost to the City, and /or replace any personnel who fail to perform in accordance with the requirements of this Agreement. The City shall be the sole judge of non- conformance and the quality of workmanship. 9) CHANGE ORDERS 9.1 All Change Orders shall include a maximum Overhead and Profit, not to exceed five percent(5%) and five percent(5%) respectively. 9.2 Without invalidating the contract,without any monetary compensation, and without notice to any surety, the City reserves and shall have the right to make increases, decreases or other changes to the work as may be considered necessary or desirable to complete the proposed construction in a satisfactory manner. The Contractor shall not start work pursuant to a change order until the change order setting forth the adjustments is approved by the City, and executed by the City and Contractor. Once the change order is so approved, the Contractor shall promptly proceed with the work. 9.3 The Contract Price constitutes the total compensation (subject to authorized adjustments, if applicable) payable to the Contractor for performing the work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at Contractor's expense without change in the Contract Price or Time except as approved in writing by the City. 9.4 The Contract Price and/or Time may only be changed by a Change Order. A fully executed change order for any extra work must exist before such extra work is begun. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party promptly (but in no event later than 15 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. The amount of the claim with supporting data shall be delivered (unless the City allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts to which the claimant is entitled as a result of the occurrence of said event. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this Paragraph. 9.5 The Contract Time may only be changed by a Change Order. A fully executed change order must exist prior to extension of the contract time. 20-04R-Joint City Proposal Lime Sludge Removal.Hauling and Disposes - - TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division 9.6 Any claim for an extension of the Contract Time shall be based on written notice delivered by the party making the claim to the other party no later than fifteen (15) days after the occurrence of the event giving rise to the claim. Notice of the extent of the claim shall be delivered with supporting data and stating the general nature of the claim. Contractor hereby agrees to waive rights to recover any lost time or incurred costs from delays unless Contractor has given the notice and the supporting data required by this Paragraph. 9.7 Extensions of time shall be considered and will be based solely upon the effect of delays to the work as a whole. Extensions of time shall not be granted for delays to the work, unless the Contractor can clearly demonstrate that such delays did or will, in fact, delay the progress of work as a whole. Time extensions shall not be allowed for delays to parts of the work that are not on the critical path of the project schedule. Time extensions shall not be granted until all float or contingency time, at the time of delay, available to absorb specific delays and associated impacts is used. 9.8 In the event satisfactory adjustment cannot be reached by City and Contractor for any item requiring a change in the contract, and a change order has not been issued, City reserves the right at its sole option to terminate the contract as it applies to these items in question and make such arrangements as City deems necessary to complete the work. The cost of any work covered by a change order for an increase or decrease in contract price shall be determined by mutual acceptance of a Guaranteed Maximum Price by the City and Contractor. If notice of any change in the contract or contract time is required to be given to a surety by the provisions of the bond, the giving of such notice shall be the Contractor's responsibility, and the amount of each applicable bond shall be adjusted accordingly. The Contractor shall furnish proof of such adjustment to the City. Failure of the Contractor to obtain such approval from the Surety may be a basis for termination of this Contract by the City. 10) AVAILABILITY OF CONTRACTOR Contractor shall be reasonably available to the City through telephone access and shall notify the City promptly of any absence or anticipated delay in the performance of services under this Agreement. 11) NO DAMAGES FOR DELAYS ALL TIME LIMITS STATED IN THE CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THE AGREEMENT. EXCEPT AS PROVIDED HEREIN, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST CITY BY REASON OF ANY DELAYS.Contractor shall not be entitled to an increase in the construction cost or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay,disruption, interference be reasonable or unreasonable,foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by Contractor for hindrances or delays due solely to fraud, bad faith or active interference on the part of City or its agents. In addition, if Contractor is delayed at any time in the progress of the Work by an act or neglect of the City's employees, or separate contractors employed by the City, or by changes ordered 20-04R-Joint City Proposal Lime Sludge Removal.Hauling and Drapoa TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division in the Work, or by delay authorized by the City pending arbitration, then the Contract Time shall be reasonably extended by Change Order, and the Guaranteed Maximum Price shall be reasonably increased by Change Order in order to equitably increase the general conditions component of the Guaranteed Maximum Price. Furthermore, if Contractor is delayed at any time in the progress of the Work by labor disputes, fire, unusual delay in deliveries, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the Contractor's control, or by other causes which the City and Contractor agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. Otherwise, Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to that extent specifically provided above. No extension of time shall be granted for delays resulting from normal weather conditions prevailing in the area as defined by the average of the last ten(10)years of weather data as recorded by the United States Department of Commerce, National Oceanic and Atmospheric Administration at the Fort Lauderdale Weather Station. 12) WAIVER OF LIENS Prior to final payment of Contract Sum, a final waiver of lien shall be submitted to City by Contractor from all suppliers, subcontractors, and/or Contractors who submitted a "Notice to Owner" and a Consent of Surety on behalf of any and all other suppliers and subcontractors who worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by the Contractor shall release City form all claims of liability by Contractor in connection with the agreement. 13) INDEMNIFICATION 13.1 The Contractor shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses(including attorneys'fees)in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement,even though the claim may be made after the termination hereof. 13.2 Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time 14) NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT During the performance of the Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, 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, 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 J J-O ih-J.;it Gw Pr)posal Lime:budge For,oval r TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division 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. 15) INDEPENDENT CONTRACTOR This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 16) ASSIGNMENT AND SUBCONTRACTING Contractor shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 17) 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 the CITY ATTORNEY at the following address: Goren, Cherof, Doody& Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 20-04R-Joint City Proposal Lime Sludge Removal Hauling and Disposal TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division Fort Lauderdale, FL 33308 CONTRACTOR Name: Prolime Corporation Address: 58610 Van Dyke Rd. Washington, MI 48094 FIN/EIN:38-2909854 Contract Licensee:CGC1521145 Contact:Robert Rogers Email: emailprolime.net Phone: 586-781-7070 Fax: 586-781-7078 18) TERMINATION 18.1 Termination for Convenience: This Agreement may be terminated by City for convenience, upon seven (7) days of written notice by terminating party to the other party for such termination in which event Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify city against loss pertaining to this termination. 18.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty(30)days after receipt by Contractor of written notice of such neglect or failure. 19) 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. 20) 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. 21) SIGNATORY AUTHORITY The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 22) SEVERABILITY; WAIVER OF PROVISIONS 20-04R-Joint Cdy Proposal Lime Sludge Remo✓al.Hauling and U;sposal - - TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division 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 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 enforceability of that provision or of the remainder of this Agreement. 23) UNCONTROLLABLE CIRCUMSTANCES 23.1 Neither the City nor Contractor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions, such as delays in permitting due to outside agencies, which are beyond the Contractor's control. 23.2 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. 24) MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 25) 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. 26) CONTINGENT FEES The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, -Joint Gty tn3pc,an Lune 5'udge Fern-Va' Ha ..r g and L)sc TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 27) PUBLIC RECORDS 27.1 The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall comply with Florida's Public Records Law. Specifically, CONTRACTOR shall: 27.1.1 Keep and maintain public records required by the CITY in order to perform the service; 27.1.2 Upon request from the CITY, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at no cost to the CITY. 27.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement and any renewals thereof if CONTRACTOR does not transfer the records to the CITY. 27.1.4 Upon completion of the Agreement,transfer, at no cost to the CITY,all public records in possession of CONTRACTOR, or keep and maintain public records required by the CITY to perform the service. If CONTRACTOR transfers all public records to the CITY upon completion of the Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of the Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY's custodian of public records in a format that is compatible with the information technology systems of the CITY. 27.2 During the term of this Agreement and any renewals, CONTRACTOR shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. 28) SCRUTINIZED COMPANIES - 287.135 AND 215.473 28.1 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. 20-04R-Joint City Proposal Lune Sludge Removal.Hauling and Disposal TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division 28.2 Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 29) CUSTODIAN OF RECORDS IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK(a TAMARAC.ORG Balance of Page Intentional Left Blank 20-O4R-Joint City Proposal Lime Sludge Removal Hauling and Disposal 11 TAM... RACE The City For Your Life City of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONTRACTOR, signing by and through its President and CEO duly authorized to execute same. ' \\\4\ Of. TA/1j 4,6i%,/ CITY OF T MARAC .. 0.• '..0 1-• ei .(.(() )e) • .... Michell J. Gomez, May r • ESTABLISHED Q • .. 1963 : 0'0��. SEAL :• �, at 9 ••w ATTEST: ii i i ,‘‘\` 'chael C. Cernech, City Manag r I--L — a=C� Lillian Pabon, CMC Date Acting City Clerk 11 1 ( ' App ved as to form and legal sufficiency: Date 1•1421. 1v`)tipCity Attorney It/ -3VbLb ATT PROrE C R ION a....... Signature of Corporate Secretary 1 Signature of President and CEO f 0/3EJT V R 6 5 Robert V. Rogers Type/Print Name of Corporate Secy. President and CEO .P h4i3?2 /6, U/7 (CORPORATE SEAL) Date 20-04R-Joint City Proposal Lime Sludge Removal.Hauling and Disposal 12 Agreement TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF 119/601bA/I • :SS COUNTY OF M/ 0/14 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 V. Rogers, President and CEO of PROLIME CORPORATION, a Michigan corporation duly registered as a Florida foreign corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of 1 1 1/0: /6.2 , 20/42/ L L-(_, , .44 Signature of Not.: -.mac • State of Michig-? I ticirA"Buc COUNT'Of NUC°45 µy Commission Excites) Dec. Print, Type or St ;_i•/ OF .. �Cro Name of Notary P FM•\G ' 'Personally, known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or DID NOT take an oath. 20-04R-Joint Crty Proposal Lime Sludge Removal.Hauling and Disposal 13 A/^'CPRE1 DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 12/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marlene Miller NAME: VTC Insurance Group PHONE (248)888-0371 FAX (248)471-0641 (A/C,No.Ext): (A/C,No): _, 37000 Grand River Ave Ste 150 EMAILDRESS:marlenemiller@vtcins.com AD INSURER(S)AFFORDING COVERAGE NAIC# Farmington Hills MI 48335 INsuRERA:Amerisure Mutual Insurance Co. 23396 INSURED INSURER B:Continental Casualty Co _ 20443 Prolime Corporation INSURER C: 58 610 Van Dyke INSURER D: INSURER E: Washington MI 48094 INSURER F: COVERAGES CERTIFICATE NUMBER:19-20 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRINSD 1/(VD POLICY NUMBER (MM/DD/YYYY) IMM/DD/YYYYI X j COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE I X OCCUR DAMAGE TO RENTED 1,000,000 j PREMISES(Ea occurrence) $ X XCU Not excluded X CPP210214300 7/21/2019 7/21/2020 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X--1 POLICYJXJ PECOT- I LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X I ANY AUTO BODILY INJURY(Per person) $ ALL OWNED I SCHEDULED - AUTOS AUTOS X CA210214200 7/21/2019 7/21/2020 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIRED AUTOS I X AUTOS (Per accideply $ MI Uninsured motorist $ 1,000,000 X UMBRELLA LIAB j X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB J - LCLAIMS-MADE AGGREGATE $ 2,000,000 DED I X RETENTION$ 0 LCU210214402 7/21/2019 7/21/2020 $ WORKERS COMPENSATION I PER I OTH- AND EMPLOYERS'LIABILITY YIN r _LSTATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. ACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A — A (Mandatory In NH) WC210214100 7/21/2019 i 7/21/2020 E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under ---- __- -- — -- DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I $ 1,000,000 B EPLI 287285560 7/21/2018 7/21/2020 Limit $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Name of Project: 20-04R "Joint City Proposal Lime Sludge Removal, Hauling and Disposal. Where required by written contract, City of Tamarac is Additional Insured for General Liability as respects ongoing & completed operations performed by the named insured and Additional Insured with respect to Automobile liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Tamarac THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Purchasing and Contracts Manager ACCORDANCE WITH THE POLICY PROVISIONS. 7525 NW 88th Ave. Room 108 AUTHORIZED REPRESENTATIVE Tamarac, FL 33321 Mark Provo/MEAD. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401)