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HomeMy WebLinkAboutR-2005-060 Ashbritt extension RESOLUTION NO. 2005-060 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN EXTENSION AGREEMENT BETWEEN ASHBRITT, INC., A FLORIDA CORPORATION AND THE CITY OF DANIA BEACH, FOR DISASTER RECOVERY SERVICES; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH,FLORIDA: Section 1. That the City Commission of the City of Dania Beach, Florida, approves the extension of the Agreement with Ashbritt, Inc., a Florida corporation, for disaster recovery services for a one year period, beginning on April 13, 2005. Section 2. That the proper City Officials are authorized to execute the extension to the Agreement and the City Manager and City Attorney are authorized to make minor revisions to such extension document as are deemed necessary and proper and in the best interest of the City. Section 3. That all resolutions or parts of resolutions 'in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on April 12, 2005. 0" ANNE CASTRO MAYOR—COMMISSIONER AT EST:. ROLL CALL: COMMISSIONER ANTON - YES COMMISSIONER BERTINO - YES LOUISE STILSON COMMISSIONER MCELYEA - YES CITY CLERK VICE-MAYOR FLURY - YES MAYOR CASTRO - YES APPROVED AS TO FORM AND CORRECTNESS: BY: THOMAS J. SBRO CITY ATTORNEY EXTENSION OF AGREEMENT THIS IS A REVIVAL AND AN EXTENSION OF AN AGREEMENT (the "Extension"), which Agreement terminated on December 31, 2004 (the "Agreement"), which existed between THE CITY OF DANIA BEACH, FLORIDA, a municipal corporation of Florida (the "City") and Ashbritt, Inc., a Florida corporation (the "Contractor"). Contractor provided disaster recovery services to the City. The parties wish to revive and extend the term of the original Agreement for one year commencing on and effective as of April 12, 2005. In consideration of the mutual covenants, terms and conditions contained in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are acknowledged, the parties agree as follows: 1. The parties agree that all terms of the Agreement are revived and incorporated by this reference, except as to paragraph 3.1, which paragraph is deleted and in its place it shall read as follows: 3.1 The term of this Agreement shall be for a period of one year, commencing retroactive to and effective upon April 12, 2005. 2. That in all other respects, except as amended by this Extension, the Agreement is revived, ratified, reaffirmed and is now in full force and effect. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day . and year first above written. CITY: ATTEST CITY OF DANIA BEACH a Florida Municipal Corporation BY: c - LOUISE STILSON BY: ( � CITY CLERK ANNE CASTRO MAYOR-COM , IONER 7/ /,V APPROVED FOR FORM SERVICES r IVANP" O, CITY MANAGER AND CORRECTNESS THOMIAS . ANS]§I2 CITY/ATTORNEY CONTRACTOR: ASHBRITT, INC., a Florida corporation • CORPORATE SEAL: By: (IF APPLICABLE) _ Print Name: �-� y Title: STATE OF FLORIDA COUNTY OF hn_CyL�-d BEFORE ME, on 1 , 2005 personally appeared 149 JZIGkS Y�1, as of Ashbritt, Inc., a Florida corporation, and acknowledged execution of the foregoing Extension Agreement for the use and purposes mentioned in it , and such person is personally known to me or has produced as identification and did (did not) take an oath. My commission expires: 4tarblic, State of Florida at Large 01 a = LORETTA R.BOONE • _: ;,� MY COMMISSION#DD 258198 :4 EXPIRES:October 13,2007 Bonded TTw Notary Pubk Underwr tm • 2 O • r a mia=k "tea ' FLORIDA K May 13, 2005 Don Madio Disaster Response Division Ashbritt Inc. 3840 Tarian Court Palm Harbor, FL 34684-2459 RE: EXTENSION OF AGREEMENT BETWEEN THE CITY OF DANIA BEACH AND ASHBRITT, INC., FOR DISASTER RECOVERY SERVICES Dear Mr. Madio: On April 12, 2005, the Dania Beach City Commission adopted Resolution No. 2005-060 approving the Extension of Agreement between the City of Dania Beach and Ashbritt Inc. We are enclosing fully executed copies of the resolution and the agreement for your records. If you have any questions regarding this agreement, please contact Leo Williams, Acting Public Services Director, at (954) 924-3743. Sincerely, Miriam Nasser Deputy City Clerk Enclosures "Broward's First City" 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Phone: (954) 924-3600 www.ci.dania-beach.fl.us WEISS SEIZOTA HELFMAN PASTOAIZA GUEDES COLE & BONISKE, P.A. ATTORNEYS AT LAW WITCHELL A. BIERMAN BROWARO OFFICE ELAINE M. COHEN NINA L. BONISKE 3107 STI RLING ROAD, SUITE 300 JORGE L. CRUZ-BUSTILLO MITCHELL J. BURNSTEIN FORT LAUDERDALE, FLORIDA 33312 VIVIAN DE LASCUEVAS-DIAZ JAMIE ALAN COLE STEPHANIE DEU TSCH EDWARD G. GUEDES DOUGLAS R. GONZALES STEPHEN J. HELFMAN JAMIE ALAN COLE TARA L. GOULD HARRIET R. LEWIS MANAGING SHAREHOLDER-BROWARD OFFICE PETER A. LI CHTMAN GILBERTO PASTORIZA KAREN LIEBEAM ANC GARY 1. RESNICK MATTHEW H. MANDEL JOSEPH H. SEROTA TELEPHONE 954-763-4242 MICHAEL J. MARRERO NANCY E. STROUD TELECOPIER 954-764-7770 ALEXANDER L.PALE NZUELA-MAURI RICHARD JAY WEISS WWW.WS H-LAW.COM MICHAEL S. POP OK* DAVID M. WOLPIN JOHN J. QUICK STEVEN W. ZELKOWITZ MIAMI-DADE OFFICE ANTHONY L. RECIO 2665 SOUTH BAYSHORE DRIVE • SUITE 420 SCOTT A. ROBIN MIAMI, FLORIDA 33133 ANDREW E. RUSS THOMAS J. ANSBRO* TELEPHONE 305-854-0800 • TELECOPIER 305-854-2323 GAIL D. SEROIA' LILLIAN ARANGO DE LA HOZ* JEFFREY P. SHEFFEL JAMES E. BAKER JOSE S. TALAVERA ALISON S. BIELER 'OF COUNSEL SUSAN L. TREVARTHEN! MICHELLE BUCKALEW DAMES E. WHITE April 18, 2005 VIA FACSIMILE AND U.S. MAIL . AshBritt Environmental Attention: Don Madio Disaster Response Division 3840 Tarian Court Palm Harbor, FL 34684-2459 Re: City of Dania Beach; Contract for Disaster Recovery Services Dear Mr. Madio: Enclosed are two originals of an "Extension of Agreement". Please have both documents executed by a corporate official in the presence of two witnesses and a third person, as the notary. Very truly,�our , Thomas J. Ailis,%ro" City Attorney City of Dania Beach TJA:slw Enclosure cc: Leo Williams, Public Services Louise Stilson, City Clerk Agenda Request Form City of Dania Beach o Agenda Item: . Date of Commission meeting: 4/12/2005 Description of Agenda Item: Contract Extension for Emergency Debris & Hurricane Recover Services Commission action being requested: Adopt Resolution or Ordinance ❑ Expenditure ❑ Award BID / RFP ❑ Presentation ❑ General approval of item ❑ Continued from meeting Uthe�r�(Please=explain)_ tummary explanation'and background 3 x u.: _ .� ..,.. .OW , Continuation of Contract Providing Emergency Services in the Event of a Natural Disaster Attached exhibits and additional backup materials(Please list) Memo Copy of existing contract Copy of Broward County Renewal For purchasing requests ONLY Department: Public Services Amount: Fund: General: ❑ Water: ❑ Sewer: ❑ Stormwater: ❑ Grants: ❑ Capital: ❑ Account Name: Account Number: Submitted by: Leo Williams Date: 4/5/2005 Department Director: --t L�L,� �J ��, Date: s vs Admin. Services Director: Date: Finance Director: Date: City Manager: _ ��,,�______ Date: A k w� City of Dania Beach Department of Public Services • 100 West Dania Beach Blvd Dania Beach, FL 33004 (954)924-3741 (954)-923-1109(fax) MEMORANDUM To: Mayor Anne Castro Vice Mayor Patricia Flury Commissioner Robert Anton Commissioner John Bertino Commissioner C. K. McElyea FROM: Ivan Pato, City Manager BY: Leo Williams, Acting Public Services Director Date: April 5, 2005 Staff is recommending the approval by the Commission at the April 12, 2005 meeting an extension of our current contract for Disaster Relief Services with Ashbritt Inc., for the period of one year. There no cost associated with this contract unless there is a need due to a natural disaster such as a urricane. During last years hurricane season Ashbritt was very responsive and helpful in achieving the very quick clean up we accomplished and were more then able to provide whatever help we requested despite the volume of need this State required. They are the providers of this service to Broward County and many other local municipalities and can provide us with all needed coordination and services if necessary. • FAX 99543211006 I� 001/001 Post-It`Fax Note 7671 BRO N)A It)X Un COUNTY ® ®. : Phone Y P j p Fax tl, FINANCE AND ADMINISTRATIVE SERVICES DEPARTMENT PURCHASING DIVISION 115 S.Andrews Avenue,Room 212-Fort Lauder-dale,Florida 33301 -954357-6065•FAX 954357-5535 March 9, 2005 Ashbritt Corporation 480 South Andrews Avenue Suite 103 Pompano Beach, FL 33069 Attn: Terry Jackson, V.P. Dear Mr. Jackson: Your contract No. RLI 08100-00-RB for Disaster Recovery Services expires March 13, 2005 al may be renewed under the original provisions through March 13, 2006. Note: The purpose of this letter Is to determine your desire relative to this renewal provision. This Irijuiry does ! not constitute an extension or renewal of this contract. Please sign in the space afforded at the bottom of the page indicating your desire regarding ttia renewal provisions. Under Section 21.119.b.6., Broward County Procurement Code, a vendor who enters into a con with the i county and then requests cancellation may be debarred from further business with the county fdr a period generally not to exceed three (3) years. This action will be invoked if you indicate approval of t ' contract renewal and subsequently fall to perform,without sufficient and just cause. Your response should be received in the purchasing division no later than two (2) business days fr'm date of this letter, 5:00 p.m., March 11, 2005. Failure to respond will be deemed as tacit evidence that you' firm is no longer interested in requesting Its option to renew this contract. Your cooperation in this matter is appreciated. For further Information please contact Randy Plunkett of the Purchasing Division,Telephone#(954) -6630, 1 Fax#(954) 357-5527, Yes �We offer to renew this contract under the original revisions for the renewal period above. Nam . Title: No C) We do not wish to renew this contract. Name. Title: I i Renewal Interest Request Form#16 i 9116/02 Broward Coun Commissioners Josophus Eggell"on,it.•Ben Gruber•Sue Gunmurger-Kristin D,J •JOM E from,Jr.•Jim Scott•Diana Wassernian-Rubi Wig Weider C> CAD-X- N.k -X-- A E---a n s z:), Loa I VA s AGREEMENT BETWEEN CITY OF DANIA BEACH AND ASHBRITT. INC. FOR DISASTER RECOVERY SERVICES WHEREAS, Citv of Dania Beach,a coastal City of the State of Florida,may experience destruction of life and property because of hurricanes, floods, tornadoes,and other weather events as well as other natural or technological disasters;and WHEREAS,governing bodies of political subdivisions of the State of Florida need to provide for disaster recovery technical and support assistance; and WHEREAS,although City of Dania Beach has personnel, equipment,and price agreements in place to manage disaster recovery for most emergency situations,a major catastrophe may overwhelm local capabilities to the point that outside assistance will be required;and WHEREAS, during a state or local state of emergency the City Administrator may deem it necessary to issue notices to proceed with certain disaster services, Now,Therefore, This is an Agreement,made and entered into by and between:City of Dania Beach, a political subdivision of the State of Florida,herein afier referred.to as"City", And Ashbritt, Inc, a Florida Corporation,hereinafter referred to as "Ashbritt". In Consideration of the mutual terms,conditions,promises,covenants,and payments hereinafter set forth, City and Ashbritt agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS 1.1 Agreement- means 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 - The City of Dania Beach City Commission. 1.3 Contract Administrator-The City of Dania Beach Administrator or the designee of such City Administrator.The:primary responsibilities of the Contract Administrator are to coordinate and communicate with Ashbritt 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 the matters of policy,all parties may rely an instructions or determinations made by the Contract Administrator;provided, however,that such instruction.;and determinations do not change the scope of Services. t-d 1.4 Cite .Attorney- The chief legal ccunse! or Citv who directs and supervises the office of the udi Attorney pursuant to Section 1.03 of th,-City of Dania Beach Charter. 1.5 Project - The Project consists of the services described in Article 2. ARTICLE 2 SCOPE OF SERVICES '_.I Ashbritt shall perform ail work identified in this agreement and "Exhibit A"and "Exhibit D". The parties agree that the scope of services is a description of Ashbritt's obligations and responsibiiiries and is deemed to include preliminary consideration and prerequisites. and all labor,materials, equipment, and tasks which are such an inseparable part of the work described ;hat exclusion would render performance by Ashbrirt impractical, illogical, or unconscionable. This agreement does not establish exclusive rights on the part of Ashbritt and the City may at its option retain additional contractors to assist in disaster recovery efforts. 2.2 Ashbritt acknowledges and agrees that the Contract Administrator has no authority to make changes that would increase,decrease,or otherwise modify the scope of services to be provided under this a-ree:nent. 2.3 All work will be described b% a work authorization form that will be signed b%,the con:Tact administrator and shall describe the extent and limits of each task. No work shall be compensated that is nor it. accordance%virli an approved work authorization. The prescribed work authorization Form is attached as "Exhibit P. ARTICLE 3 TERIYI AND TIME OF PERFORMANCE :.I The tern of this agreement shall be for three(3)years and begin on the date it is fully executed by both parties and shall end on December 31, 2004; provided.however. the continuation of-this agreement beyond the end of any fiscal year shall be subject to the availability of funds from the City it accordance with Chapter 129, Florida Statues. 3.2 Time shall be deemed of the essence in performing the duties,obligations,and responsibilities required by this Agreement. ARTICLE 4 COMPENSATION 4.1 City agrees to pay Ashbritt. in :he manner specified in Section 4.2,for work actually performed and completed pursuant to this agreement and as detailed in an approved work authorization, which amount shall be accepted by Ashbritt as full compensation for all such work. it is acknowledged r!nd agreed by Ashbritt :hat this amount is the maximu;n payable and constitutes a limitation upon City's obligation to compensate Ashbritt for its services related to this agreement. This maximum amount, however,does not constitute a limitation, of any sort,upon Ashbritt's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. Ashbritt is only eligible for compensation for specifically approved and successfully completed work authorizations. No amount shall be paid to Ashbritt to reimburse its expenses. Work authorization costs connected to Exhibits "A" and "D"shall be payable based on 2 Z•d a standard of reasonableness. but in no circumstance shall Citv be liable to Ashbritt for costs that exceed reasonable costs as determined by the Federal Emergency Management Agency(FEM.A;h. Ashbritt shall reimburse costs paid by City to Ashbritt at rates that are determined by FEM/1 not reasonable to City. 4.2 A9ethod of Billing and Pavment =.11 Ashbritt may submit invoices for compensation no more offer. than on a monthly basis. but only after The services for which the invoices are submitted have beer.completed. An original invoice plus one copy are due within fifteen (15)days of the end of the month except the final invoice which must be received no later than sixty(60)days after Ois agreement expires. Invoices shall reference the specific work authorization and approval date and designate the nature of the services performed and/or the expenses incurred. 4.2.2 Ashbritt hereby waves all rights to make claims for prompt payment that Ashbritt may accrue pursuant to the "City of Dania Beach Prompt Payment Ordinance"(City of Dania Beach ordinance No. 89-49, as may be amended from time to time)and general statuton laws relating to prompt payment or both. 4.3 Notwithstanding any provision of this Agreement to the contrary, City may withhold, in whole or in part,payment to the extent necessary to protect itself from loss on account of inadequate or defective work which has not been remedied or resolved in a manner satisfactory to Contract Administrator The amount withheld shall not be subject to payment of interest by the City. 4A Payment shall be made to Ashbritt at: Ashbritt, Inc. 1280 SW 36"Ave. Suite 102 Pompano Beach. 71 33069 ARTICLE S CHANGES IN SCOPE OF SERVICES 5.1 Any change in Scope of Services must be accompanied by a written amendment,executed by the parties in accordance with Section 9.18 below. ARTICLE 6 INDEMNIFICATION 6.1 Ashbritt shall at all times hereafter indemnify, hold harmless and,at City Attorney's option, defend or pay for an attorney selected by the City Attorney to defend City, its officers,agents. servant,and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney fees,court costs, and expenses,caused by negligent act or omission of Ashbritt, its employees,agents,servants, or officers, or accruing,resulting from,or re'.ated to the subject matter of this Agreement including. without limitation, any and all claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property.The provisions of this section shall survive the expiration or earlier tennination cf this Agreement:To the extent considered necessary by Contract .Administrator and City Attorney,any sums due Ashbritt under this agreement may be retained by the City until all of City's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved:and any amount withheld shall not be subject to payment of interest by the City. 3 Cd ARTICLE 7 INSURANCE 7.1 In order to insure'he indemnification obligation contained above. Ashbritt shall, as a minimum, provide,pay for. and maintain in force at zdI times during the term oftltis agreement (unless otherwise provided),the insurance coverage ns set forth in Sections 7.3, 7A,and 7.-;, in accordance with the terms and conditions required by this article. Each insurance policy shall clearly identify the foregoing indemnification as insured. 7.2 Such policy or policies shall be without any deductible amount and shall be issued by approved companies authorized to do business in the State of Florida,and having agents upon whom service of process may be made in City of Dania Beach, Florida. Ashbritt shall specifically protect City and the City of Dania Beach City Commission by naming City and the City of Dania Beach as additional insured under the Comprehensive General Liability policy only. 7.3 Comprehensive General Liability insurance. A Comprehensive General Liability insurance Policy shall be provided which shall contain minimum limits of five Hundred Thousand Dollars ($500,000.00)per occurrence combined single limit for bodily injury liability and property damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of Comprehensive General Liability Police, without res-rictive endorsements. as filed by tL•c Insurance Services Office and must include: Premises and;or operations independent Contractors Products and/or Completed Operations for contracts Broad Form Contractual Coverage applicable to this specific Contract. including any hold harmless and/or indemnification agreement. Personal injury coverage with Employee and Contractual Exclusions removed,with minimum limits of coverage equal to those required for bodily injure liability and Property damage liability. 7.4 Business Automobile Liability. Business Automobile liability with minimum limits of 7ltree Hundred Thousand Dollars(S300,000.00)per occurrence combined single limit for bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of Business Automobile Liability Policy,without restrictive endorsements, as filed by the Insurance Services Office and must include: Owned Vehicles Hired and Non-owned Vehicles Employers' Non-Ownership 7.5 M orker's Compensation Insurance.Worker's compensation Insurance to apply for all employees in compliance with the "Workers'Compensation Law"of the State of Florida and all applicable federal laws. In addition., the policy(iesl must include: Employers' Liability with a limit of One Hundred Thousand Dollars(S 100,000.00,each accident. If any operations are to be undertaken on or about navigable waters,coverage must be included for the US Longshoremen g Harbor Workers Act and Jones Act. 4 t,•d . 7.6 Ashbritt shall ibrnkh to the Contract Administrator Certificates of Insurance or endorsements evidencing the insurance coverage specified by this Article prior to beginning performance of work under this agreement. ?.7 Coverage is not;o cease and is to remain in force(subject to cancellation notice) until all performance required of Ashbritt is completed. All policies must be endorsed to provide City with at least thirty(30)days notice of cancellation and/or restriction. If any of the insurance coverage will eNpire prior to the completion of work,copies of renewal policies shall be furnished at !east thirty-(30)days prior to the date of their expiration. ARTICLE 8 TERMINATION 8.1 This agreement may be terminated for cause by action of the City of Dania Beach or by Ashbritt if the party in breach has not corrected the breach within ten(10 calendar days after written notice from the aggrieved party identifying the breach,or for convenience by.action of City of Dania Beach upon not less than sixty(60)calendar days' written notice by Contract Administrator. This Agreement may also be terminated by contract Administrator upon such notice,as Contract Administrator deems appropriate under the circumstances in the event Contract Administrator determines that termination is necessary to protect the public health, safety, or welfare. Failure to perform in accordance with a work authorization may, at the City's option,result in immediate termination of this agreement forcause. 8.2 Termination of this agreement for cause shall include,but not be limited to, failure to suitably perform the xork. failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of City as set forth in this agreement and detailed in an approved work authorization, or multiple breach of the provisions of this Agreement not withstanding whether any such breach was previously waived or cured. 8.3 Notice of termination shall be provided in accordance with the "Notices"section of this agreement except that notice of termination by Contract Administrator which Contract Administrator deems necessary to protect the public health,safety, or welfare maybe verbal notice which shall be promptly confirmed in writing in accordance with the "Notices"section of this agreement. 8.4 In the event this acreement is terminated for convenience,Ashbritt shall be paid for any services performed to date the Agreement is terminated;however,upon being notified of City's election to terminate,Ashbritt shall refrain from performing further services or incurring z.dditional expenses under the terms of this agreement. Ashbritt acknowledees and agrees that one hundred dollars(S 100.00) of the compensation to be paid by City,the adequacy of which is hereby acknowledged by Ashbritt, is given as specific consideration to Ashbritt for City's right to terminate this agreement for convenience. 8.5 In the event this aareement is terminated, any compensation payable by the City shall be withheld until all documents are provided to City pursuant to Section 9.1 of Article 9. 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. In the event of termination of this agreement, any reports, photographs, 5 9•d survevs, and other data and documents prepared by Ashhrirr, whether finished or ur.finished, shall become the property of City and shall be delivered by Ashbritt to the Contract Adm inistrnior within seven(7) dad 5 of termination of i;, ;agreement by either Ix:rn- .Any compensation due to Ashbritt shall be withheld until all documents are receive-, as provided herein. 9.2 Audit Right and Retention of Records-City shall have the assignable right (ro FEVfA, for example)to audit the books,records, and accounts of AshLrirt that are related to this project. Ashbritt shall keep such books, records,and accounts as may be necessary in order-to record complete and correct entries related to the project Ashbritt shall preserve and make available, at reasonable times for examination and audit by City, all financial records, supporting documents,statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (chapter 119• Fla. Stat.), if applicable, or if the Florida Public Records Act is not applicable, for a minimum period of three years after termination of this agreement. if any audit has been initiated -.nd audit findings have not been resolved at the end of the retention period or three year's,whichever is longer,the books,records,and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by Cite to be applicable to Aslibria's records, .Ashbritt shall comply with all requirements thereof, however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Ashbritt.Any incomplete or incorrect entry in such books. records, and accounts shall be a basis for City's disallowance and recovery of any payment upon such entry. 9.3 Nondiscrimination,Equal Employment Opportunity,and americans with Disabilities Act- Ashbritt shall not unlawfully discriminate against anv person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this agreement. Ashbritt shall affirmatively comply with all applicable provisions of the Americans with disabilities Act(ADA) in the course of providing any services funded by the City, including Titles t and lI of the ADA(regarding nondiscrimination on the basis of disability),and all applicable regulations, guidelines and standards. in addition.Ashbritt shall take affirmative steps to erasure nondiscrimination in employment against disabled persons.Such actions shall include,but not be limited to,the following:employment.uparadin;, demotion,transfer, recruitment or recruitment advertising, layoff, termination,rates of pay,other forms of el compensation. terms and conditions of employment. training(including apprenticeship),and accessibility. Ashbritt'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 (City of Dania Beach Code,Chapter 16 1/1),national origin. marital status, physical or rnentai disability, political affiliation,or any other factor which cannot be lawfully used as a basis for service delivery. Ashbritt shall not en-age in or commit any discriminatory practice in violation of the City of' Dania Beach Human Rights Act(City of Dania Beach Code. Chapter 16 1/2) in performing any services pursuant to this agreement. 9.4 Public Entity Crime-Ashbritt represents that the execution of this agreement will not violate the Public Entity Crime Act(Section 287.133. Florida Statues), which essentially provides that a person or affiliate who is a contractor,consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime rnav not submit a bid on a contract to provide any,goods or services to City, may not submit a bid on a contract with City for the construction or repair of a public building or public work, may not submit bids on leases of real property to City, may not be awarded or perform work as a contractor,supplier, subcontractor, or consultant under a contract with City, and may not transact any business with City in excess of the threshord amount provided in Section 6 gd 287.017, Florida Statutes, for category two purchases for a period of thirty six months from the date of being placed on the convicted vendor list. Violation of this section shall result ir. termination of this agreement and recovery of al' monies paid hereto, and may result in debarment from City's competitive procurement activities. In addition to the foregoing,Ashbritt further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133. Florida Statures, as a "public entity crime"and that it has not been formally charged with committing and act defined as a "public entity crime"regardless of the amount of money involved or whether Ashbritt has been placed on the convicted vendor list. 9.5 Independent contractor- Ashbritt is an independent contractor under this Agreement. Services provided by Ashbritt pursuant to this agreement shall be subject to the supervision of Ashbritt. In providing such services,neither Ashbritt nor its agents shall act as officers, employees,or agents of the City. This agreement shall not constitute or make the parties a partnership or joint venture. 9.6 Prevailing%vage requirement-If construction work in excess of Fifty Thousand Dollars ($50,000.00) is required of, or undertaken by,Ashbritt as a result of this agreement,City of Dania Beach Ordinance No.23-98,as may be amended from time to time, shall be deemed to apply to such construction work,and further Ashbritt shall fully comply with the requirements of such ordinance and shall satisfy, comply with,and complete the requirements set forth in Exhibits B and C. 9.7 Third Party Beneficiaries-Neither Ashbritt nor City intend to directly or substantially benefit a third party Agreement. Therefore,the parties agree that there are no third party- beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them 'used upon this Agreement. The parties expressly acknowiedge that it • is not their intent to create any rights or obligations in any third person or entity under this Agreement. 9.8 Notices- Whenever either party desires to give notice to the other,such notice must be in writing,seat by certified United States Mail,postage prepaid,return receipt requested,or by hand-delivery with a request for a written receipt of acknowledgement of delivery,addressed to the parry 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 Cite of Dania Beach: Notices sent to: Contact: Ivan Pato,City Manager Leo Williams Citv of Dania Beach Public Works Supervisor 100 W. Dania Beach Blvd. Citv of Dania Beach Dania Beach, Florida 33004 100 W. Dania Beach Blvd_ Dania Beach, Florida 33004 (954)924-3743 For Ashbritt: Mr. Randall Perkins,Vice President Ashbritt, Inc. 1280 SW 36 Avenue Suite 102 Pompano Beach, FL 33069 9.9 Assignment and Performance-Neither this Agreementnorany interest herein shall be assigned, transferred,or encumbered by either party. Iri'addition,Ashbritt shall not assign 7 1-d any portion of the work required hN,this Agreement, ft is envi.sior.ed that substantial sill) contracting will take place on the part of Ashbritt in order to accomplish approved work authorizations. Ashbritt will provide an updated List of subcontractors on a daily basis to thr City Project Nlana-rr. Ashbritt represents that zil persons delivers; 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 th Scope of Services and approved work' authorization services to City's satisfaction for the agreed compensation. Ashbritt shall perform its duties, obligations,and services under this Agreement in a skillful and respectful manner. The quality of Ashbritt's performance and all interim and final product(s)provided to or on behalf of Cite shall be comparable to the best local and national standards. 9.10 Conflicts-Neither Ashbritt nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Aslabritt's loyal and conscientious exercise of judgment related to its performance under this Agreement. Ashbritt agrees that none of its officers or employees shall,during the term of this Agreement. serve as an expert witness against City in any Iegal or administrative proceeding in which he or site is not a party,unless compelled by court process. Further, Ashbritt agrees that such persons shall not give sworn testimony or issue a report of writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of the Citv in connection with any such pending or threatened legal or administrative proceeding. The limitations of this secrio_t shall not preclude .Ashbritt or any other persons from representing themselves in any action or in any administrative or legal proceeding. In the event Ashbritt is permitted to utilize subcontractors to perform any services required by this Agreement, Ashbritt agrees to prohibit such subcontractors, by written contract, from having any conflicts within the meaning of this section. 9.1 : Contingency Fee- Ashbritt warrants that it has not employed or retained any company or person.other than a bona fide employee working solely for Ashbritt,to solicit or secure this Agreement and that it has not paid or agreed to pay any person.compam.,corporation, individual or firm, other than a bona fide employee working solely for Ashbritt,any fee. commission,percentage,gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, City shall aave the right to terminate this Agreement without liability at this discretion,or to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. 9.12 City and Ashbritt 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. 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. 9.13 Compliance with Laws-Ashbritt shall comply with all federal,state,and local laws, cedes. ordinances_rules, and regulations in performing its duties.responsibilities,and obligations pursuant to this Agreement. ' B g•d • 9.14 Severance- In the event a portion of this Agreement is found by a coup of competent jurisdiction to be invalid; the remaining provisions shall continue to be effective unless City or Ashbritt elects to terminate this Agreement. An election to terminate this Agreement based upon this-)rovision shall be made%kith in seven(7)days after the finding by the court becomes final. 9.15 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 heir joint effort. The language agreed to expresses their mutual intent and the resulting cocument shall not, solely as a matter of judicial construction, be constructed more severely against one of the parties than the other. 9.16Priority 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, 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. 9.17 Applicable Law and Venue-This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out if this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Seventeenth judicial Circuit of City of Dania Beach, Florida. By enterinl- into this Agreement, Ashbritt and City hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to,or arising out of the Project. 0 9.18 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 City of Dania Beach and Ashbritt. 9.19 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 sha'I be effective unless set forth in writing in accordance with Section 9.18 above. 9.20 Incorporation by Reference-The attached exhibits A,B, C, D,and E are incorporated into and made-a part of this Agreement. 9.21 Multiple Originals-This Agreement may be fully executed in three(3)copies by all parties. each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF, the parties hereto have made and executed this agreement: CITY OF DANIA BEACH through its CITY COMMISSION, signing by and through its Mayor, authorized to 9 g•d execute same by action on 233 rd day of April, 2002, and ASHRRITT, sipin� by and thrnu`,h its President. duly authorized to execute same. AGREEMENT BETI,VEEN CITY OF DANIA BEACH AND �kSHBRITT, INC. FOR DISASTER RECOVERY SERVICES CITY ATTEST: grT , OF DANIA BEACH f By — 4 ^- Robe H. Chunn,Jr., Mayor , Charlene Johnson, Ci v Jerk J day of 1002 By =( van P C Manager .Approved as to ford a11, correctness: By � t . u i Thoi6s Ailsb, City Artornev AGREEMENT BETWEEN CITY OF DANIA BEACH AND ASHBRITT, INC.. FOR DISASTER RECOVERY SERVICES ASHBRITT ASHBRITT, INC. WITNESSES: By 4sarkin Pre ident day of 2002. 10 Ol'd EXHIBIT A 1. Debris Management. ASHBRITT shall remove all hazards to life and property resulting from the disaster. Clean-up, demolition, and removal shall be work authorization approved by the CITY Project Manager by individual work authorizations. Clean-up, demolition, and removal shall be limited to eligible debris. Eligible debris is that which after its clean-up, demolition, and removal: 1) eliminates immediate threats to life, public health, and safety; 2) eliminates threats of significant damage to improved public or private property; and 3) is essential by its absence of ensuring economic recovery. Scope of Services shall include items such as emergency road clearance, debris removal from public rights-of-way, removal of hazardous stumps, leaning treesllimbs, temporary debris staging areas and reduction sites, debris disposal, hazardous waste abatement, and sand screening, etc. 2. Technical Disaster Recovery Assistance. ASHBRITT shall provide disaster recovery technical assistance to elected and appointed officials of CITY government. This assistance shall include documentation and management for the public assistance program, planning, training, and exercise development, as well as attendance at the City of Dania Beach Emergency Operations Center (ECC) during activation of the EOC for exercise and actual emergency events as requested by the Contract Administrator. 3. Temporary Satellite Communications. ASHBRITT shall provide Temporary Satellite Communications equipment and "on-air' talk time to the CITY to facilitate emergency communications within the CITY and with outside agencies because of the loss of . communications capability. Specifically, ASHBRITT shall provide the satellite communications equipment and space time as listed in the work authorizations and the notice to proceed. 4. Emergency Power Generators. ASHBRITT shall provide Temporary Emergency Power Generators to CITY to supply temporary electricity to critical facilities because of power failures. Specifically, ASHBRITT shall provide the power generation equipment to the capacity and quantity as listed in the work authorizations and the notice to proceed. 5. Emergency Delivery of Ice. ASHBRITT shall provide an Emergency Supply of Ice to CITY to facilitate food storage and other life sustaining measures. Specifically, ASHBRITT shall provide the ice within the specifications and quantities as listed in the work authorizations and the notice to proceed. 6_ Emergency Delivery or Potable Water. ASHBRITT shall provide an Emergency Supply of Potable Water to CITY to facilitate a safe supply of water for human consumption, cooking of food, and other life sustaining measures. Specifically, ASHBRITT shall provide the potable water within the specifications and quantities as listed in the work authorizations and the notice to proceed. 7. Emergency Equipment Rental, Labor, Materials and Supplies. ASHBRITT shall provide Emergency Rental of Light, Medium, and Heavy Equipment; Trucks and other Vehicles; Labor; Materials; and Supplies as requested by CITY. Specifically, ASHBRITT shall provide the rental of light, medium, and heavy equipment; trucks and other vehicles; labor; materials; and supplies as listed in 'he work authorizations and the notice to proceed. 8. Logistical Staging Areas. ASHBRITT shall provide for the operation and management of Logistical Staging Areas to facilitate disaster recovery operations. Specifically, ASHBRITT shall provide for the supplies and labor for the operations and management needed to establish and 11 t L,d i i • operate Logistical Staging Areas within the specifications and quantities as listed in the work authorizations and the notice to proceed. 9. Services and Facilities. ASHBRITT shall provide and pay for all labor, tools, equipment, transportation, supervision, and all other services and facilities of any nature whatsoever necessary to execute, complete and deliver the services within the term specified in the work authorization. All work authorizations involving a time and materials portion of this Acreerrient shall have a not-to-exceed amount placed within them. 1G Permits and Licenses. ASHBRITT shall obta n, with the assistar.-ce of CITY, Permits and Licenses of a temporary nature necessary for the prosecution of Services. ASHBRITT shall not be responsible to obtain permits or licenses where the requirement for which has or will be waived because of a declaration of emergency or disaster. 11. Supervision by ASHBRITT. Under the general oversight of the CITY, ASHBRITT shall supervise and direct all work, workers, and equipment. ASHBRITT is solely 7esponsible for the means, methods, techniques, sequences, safety program, and procedures utilized. ASHBRITT shall employ and maintain on the work site a qualified supervisor(s)who shall have full authority to act on behalf of ASHBRITT, and all communications given to the supervisor in writing by the CITY'S Authorized Representative shall be as binding as if given to ASHBRITT. 12. Other Related Work. ASHBRITT shall perform other related work as directed by the Contract Administrator. EXHIBIT B Prevailing Wage Rates: On December 8, 1998, the City of Dania Beach City Commission eracted Ordinance No. 23-98 providing the following.- Chapter 8, Buildings, of the Code of Ordinances of the City of Dania Beach, is amended to add Section 8- 14'. tb read as follows., Sec. 8-141. Rate of wages fringe benefits on city construction contracts W Establishment of Minimum Wages, Every construction contract in excess of fifty thousand dollars $50 000.00 to which Dania Beach is a-party shall include a provision that the rate of wages and fringe benefits or cash eouivalent, for all laborers, mechanics and apprentices and similar iobs (i.e., non-office) listed by the Department of Labor, Employment Standards Administration Wage and Hour Division and employed by any contractor or subcontractor on the work covered by the contract shall not be less than the prevailing rate of wages and fringe benefit payments or cash e wvalent for similar skills or classificatiors of work as established by the General Wage Determinations Issued Under the Davis-Bacon and Related Acts U.S. Department of Labor, Employment Standards Administration Wage and Hour Division for Brcward Ccunty, Florida. Lb Implementation of the Department of Labor General Wage Determinations. The prevailing wage rate and fringe benefit payments to be used in the implementation of this section shall be those last pub'ished by the U.S. Department of Labor as noticed in the Federal Register and reported in the General Wa e Determinations Issued Under the Davis-Bacon and Related Acts prior to the date of issuance of specifications by Dania Beach in connection with its invitation for bids 12 • Zl'd • (c) Notice Requirement. On the date an empfoVee commences work or a construction contract to which this section applies, the contractor shall be required to post a notice in a prominent place at the worK site stating the requirements of this section. Preemption by Federal Funding. When construction contracts involve federal funding or are otherwise subject to the provisions of the Davis-Bacon Act (40 U.S.C. 276(a))`this section shall not apply; and the minimum wages to be paid the various classes of laborers, mechanics and apprentices shall be based upon the wages determined by the secretary of labor in accordance with the Davis-Bacon Act (40 U.S.C. 275(a)). () Exceptions. The provisions of this section shall not apply to any existinq contract or construction project in which a notice for bids or request for proposals has been advertised in the public media prior to the effective date of this section or to any developer agreement whereby Dania Beach is requiring the construction of certain improvements including, but not limited to, road construction, as condition of the issuance of a development permit or to any construction project performed bV Dania Beach utilizing its own employees. CAF#112.FRM (Rev. 1/5/00) -13- 411U l:I JIy11GV i + rlcl'CUy JwGdIJ UIIUIr( pt"lalty Of Vtr.)Uly l:lal, uunng me perloe coverea oy the applicator for payment to which this statement is attached, all mechanics, laborers, and apprentices, employed or working on the site of the Project, have been paid at wage rates, and that the wage rates of payments. contributions, or costs for fringe benefits have not been less than those required by City of Dania Beach Ordinance No. 23-98 and the applicable conditions of this Agreement. Datec AS TT By Q � g ture) By ` 11,J PD (Name and TiVe) STATE OF i j SS. CI?Y OF ) The foregoing instrument was acknowledged before me this day of by who is personally known to me or who has produced as identification and who did/did no:take an oath. • W TNESS my hand and official seal, this day of (NOTARY SEAL) (Signature of pe-son taking acknowledgment) (Name of officer taking acknowledgment) typed, printed or stamped (Title or rank) (Serial number, if any) My commission expires. CAF#112.FRM (Rev. 1/5/00), -14- t,6'd