HomeMy WebLinkAboutR-2013-084 One Year Extension to Agreement with Beach Raker, Inc. RESOLUTION NO. 2013-084
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE AN EXTENSION TO AN AGREEMENT FOR AN ADDITIONAL
ONE(1)YEAR PERIOD WITH BEACH RAKER,INC.RELATING TO BEACH
CLEANING SERVICES; PROVIDING FOR CONFLICTS; FURTHER,
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,City officials executed an Agreement with Beach Raker, Inc. on October 10,
2012,in an amount not to exceed Seventy-Nine Thousand Six Hundred Twenty-One Dollars and 80
cents($79,621.80);a copy of the Agreement is attached as Exhibit"A",and it is made a part of and
incorporated into this Resolution by this reference; and
WHEREAS, the Agreement provides for two (2) one (1) year extension periods for the
requested services, subject to the approval of the City and Beach Raker, Inc.; both parties have
agreed to continue the existing services for an additional one (1) year period subject to City
Commission approval; and
WHEREAS, the Director of Parks and Recreation is recommending that the existing
Agreement with Beach Raker,Inc.be extended for an additional one(1)year period for the provision
of beach cleaning services to the City's beach in an amount not to exceed Seventy-Nine Thousand
Six Hundred Twenty-One Dollars and 80 cents ($79,621.80);
NOW,THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH,FLORIDA:
Section 1. That the foregoing"Whereas"clauses are ratified and confirmed as being true
and correct, and they are made a specific part of and incorporated into this Resolution by this
reference.
Section 2. That the proper City officials are authorized to execute an extension to an
Agreement for an additional one(1)year period with Beach Raker,Inc.,relating to beach cleaning
services.
Section 3. That the City Manager and City Attorney are authorized to make minor
revisions to such Extension Agreement as are deemed necessary and proper and in the best interests
of the City.
Section 4. That funding appropriations were planned for and are available in the City
General Fund, Recreation Department budget within the Beach Division - Professional Services
Account,Account No. 0017202 572 31 10.
Section 5. That all resolutions or parts of resolutions in conflict with this Resolution are
repealed to the extent of such conflict.
Section 6. That this Resolution shall be in force and take effect immediately upon
passage and adoption.
PASSED AND ADOPTED on August 13, 2013.
ATTEST:
4r LOUISE STILSON, C C WALTVk B. DUKE, III
CITY CLERK MAYOR
APPROVED AS TO F RM D CORRECTNESS
THOMAS J. AN BRO ,
CITY ATT RNEY Paano
2 RESOLUTION#2013-084
AGREEMENT
This is an Agreement ("Agreement") dated /0 2012, between the City of
Dania Beach, Florida, a Florida municipal corporation (the "City'), with its principal place of
business located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004, and W. D.
Thompson, Inc., a Florida corporation, d/b/a Beach Raker (the "Contractor"), with its principal
place of business located at 220 NE 13*Street,Pompano Beach,Florida 33060.
In consideration of the mutual terms, conditions, promises, covenants and payments set
forth in this Agreement, the sufficiency and receipt of which are acknowledged, City and
Contractor agree as follows:
ARTICLE 1.0
SERVICES AND RESPONSIBILPTIES
1.1 The Contractor's responsibility under this Agreement is for beach cleaning
services for the City as further described in the Scope of Services in Exhibit "A", a copy of
which is attached to and incorporated into this Agreement by this reference. The cost for such
services shall not exceed an amount of Seventy Nine Thousand Six Hundred Twenty One
Dollars and 80 cents($79,621.80)per year.
1.2 Contractor agrees to do everything required by this Agreement and to comply
with any and all other provisions in the documents and items incorporated by reference into this
Agreement.
1.3 Contractor agrees that all work performed under this Agreement shall be done
in a professional manner and that Contractor's efforts will produce quality results.
1.4 Contractor represents to City, with full knowledge that City is relying upon
these representations when entering into this Agreement with Contractor that Contractor has the
expertise, experience and work force sufficient to timely perform the services to be provided by
Contractor, pursuant to the terns of this Agreement, iinnd the terms of Request for Proposal No.
12-018 and the response to the Request for Proposal, which are made a part of and incorporated
into this Agreement with this reference.
1.5 Contractor represents to City that Contractor is properly licensed by all
applicable federal, state and local agencies to provide the services specified under this
Agreement. If any of the Contractor's licenses are revoked, suspended or terminated for any
reason by any governmental agency, Contractor shall notify the City immediately.
1.6 Contractor guarantees all work and shall immediately correct any defects or
deficiencies which may appear upon written notification by the City.
ARTICLE 20
TERMS AND CONDITIONS
2.1 Contractor shall begin to perform the work as and when so directed by the City.
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2.2 The term of the Agreement will be for a one (1) year period with the City's
option to renew for two(2)one(1)year periods.
2.3 In the event the services are scheduled to end either by contract expiration or by
termination by the City (at the City's discretion), the Contractor shall continue the services, if
requested by the City, until new services can begin. At no time shall this transitional period
extend for more than one hundred eighty (180) days beyond the expiration date of the existing
contract. The Contraotor will be reimbursed for this service at the rate in effect when this
transitional period clause is invoked by the City.
II' 2.4 This Agreement may be terminated by City if Contractor fails to perform the
work to City's sole and reasonable approval, after City sends written notice of any deficiency to
Contractor and Contractor does not cure such deficiency within seven (7) days from the date of
such notice. In such event, the Contractor shall be paid compensation for completed work
accepted by the City, if such work meets City's sole and reasonable approval, which approval
will not be unreasonably withheld. In the event that the Contractor abandons work specified in
this Agreement or causes it to be terminated,Contractor shall indemnify the City against any loss
pertaining to its abandonment up to a maximum of the amount to be paid under this Agreement.
All finished or unfinished materials, documents and reports prepared by Contractor shall become
the property of City and shall be delivered by Contractor to City before payment,if any, is made
to Contractor by City.
2.5 Termination of Agreement for Convenience. It is expressly understood and
agreed that the City may terminate this Agreement at any time for any reason or no reason at all
by giving the Contractor notice by certified mail, return receipt requested, directed to the
principal office of the Contractor, thirty (30) days in advance of the termination date. In the
event that the Agreement is terminated pursuant to this provision,the Contractor shall be entitled
to be compensated for the services rendered from the effective date of execution of the
Agreement up to the date of receipt of Notice of termination. Such compensation shall be based
on the percentage of work completed, as fairly and reasonably determined by City after
conferring with Contractor.
ARTICLE 3.0
COMPENSATION AND METHOD OF PAYMENT
3.1 The Contractor will be compensated on a monthly basis.
3.2 Payment will be made to Contractor at: j
W.D.Thompson,Inc.
Attn: Timothy Greener,President
220 NE 13*Street
Pompano Beach,Florida 30360
3.3 City's acceptance of work shall constitute a waiver of all claims by the City
except for any or all claims arising from the guarantee in this Agreement, unsettled liens,
lawsuits, deficiencies or faulty work appearing after final payment for such work. The
acceptance of payment shall constitute a waiver of all claims against City by the Contractor.
3.4 Contractor shall, before any final payment is made by City, provide City copies
of releases of all liens from any and all subcontractors,materials' providers and the like, who or
which supplied or famished any labor, services or materials that were used in the work.
Contractor shall then furnish the City a"No Lien Affidavit". Final payment shall be made upon
submission by the Contractor of evidence satisfactory to the City that all payrolls, material bills
and other costs incurred by the Contractor in connection with the work, have been paid in full,
and after all guarantees and specifications for products, materials, or both, incorporated into the
work that appear in this Agreement have been famished to and found acceptable by the City.
ARTICLE 4.0
CHANGES IN SCOPE OF WORK
4.1 City or Contractor may request changes that increase, decrease or otherwise
modify the work, as described in this Agreement. These changes may affect the compensation,
and, if so,they must be described in a written amendment, executed by the authorized agents of
both of the parties, prior to any deviation from the terms of this Agreement. In no event will
Contractor deviate or permit deviation from the work described in this Agreement without City's
advance written consent.
ARTICLE 5.0
PROTECTION OF MY'S PROPERTY
5.1 At all times during the performance of this Agreement, the Contractor shall
protect the City's property and the property of others from all damage whatsoever on account of
Contractor's performance of work.
ARTICLE 6.0
INDEMNIFICATION
6.1 Contractor shall, in addition to any other obligation to indemnify the City and to
the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City,
including its agents, elected officials and employees from and against all claims, actions,
liabilities,losses(including economic losses),or costs arising out of any actual or alleged:
(a) bodily injury, sickness, disease or death, or injury to or destruction of tangible
property including the loss of use resulting from, or any other damage or loss
arising out of or resulting or claimed to have resulted in whole or in part from any
actual or alleged act or omission of the Contractor, anyone directly or indirectly
employed by any of them, or anyone for whose acts any of them may be liable in
the performance of the work;
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(b) any violation of law, statute, ordinance, governmental administrative order, rule,
regulation, or infringement of patent rights by Contractor in the performance of
the work;
(c) liens,claims,actions made by the Contractor or other party performing the work;
(d) claims of whatsoever nature related to collection practices or any actions of a
contradictory nature pursuant to Contract or in an attempt to collect monies due or
claimed to be due to the City.
ARTICLE 7.0
INSURANCE
7.1 The Contractor shall not commence work under this Agreement until Contractor
has obtained all insurance required by the City Risk Manager, and that such insurance has been
approved by the Risk Manager of the City. The Contractor shall not allow any subcontractor to
commence work on any subcontract until the subcontractor has all of the insurance coverages
required of any subcontractor,and that they have beep approved by City. In addition,Contractor
shall be responsible for any policy deductibles and self-insured retentions. Contractor shall
provide, pay for and maintain in force at all times during the term of this Agreement, such
insurance,including Workers'Compensation,and Comprehensive General Liability insurance as
stated below:
A. General Liability Insurance is to include bodily injury, broad form
property damage, products and completed operations, blanket contractual
liability with limits of not less than one million dollars($I,000,000.00)per
occurrence and Two Million Dollars ($2,000,000.00) annual aggregate.
City shall be an"additional insured"under this policy, and Owner shall be
provided a certificate of insurar_ye evidencing coverage and named insured
status on the policy.
B. Workers' Compensation insurance to apply for all employees in
compliance with the "Workers' Compensation Law" of the State of
Florida and all applicable federal laws, for the benefit of the Contractor or
its employees.
Employers' Liability. Minimum limits of One Hundred Thousand
Dollars($100,000.00)each accident.
C. Comprehensive general liability insurance, including contractual, with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence,
combined single limit for bodily injury liability and property damage
liability. The City shall be included as an"additional insured" under this
policy, and Owner shall be provided a certificate of insurance evidencing
coverage and named insured status on the policy.
D. Automobile Liability with minimum limit of One Million Dollars
($1,000,000.00)combined single limit.
E. If Contractor hires a subcontractor for any portion of any work, then such
subcontractor shall provide general liability insurance with minimum
limits of liability of One Million Dollars($1,000,000.00).
F. The Contractor shall provide the Risk Manager of the City Certificates of
Insurance for coverages and policies required by this Agreement. All
certificates shall state that the City shall be given thirty(30)days'advance
notice prior to expiration or cancellation of any policy. Such policies and
coverages shall not be affected by any other policy of insurance which the
City may carry in its own name. All certificates (of insurance) must
clearly identify the contract to which they pertain, including a brief
description of the subject matter of the contract.
7.2 Contractor shall file Certificates of Insurance with the City,reflecting evidence of
the coverages. The City is to be named as an"additional insured"with respect to any coverages
required by this Agreement. They shall be filed with the City Risk Manager within ten(10)days
of the date of this Agreement by all parties. These Certificates shall contain a provision that
coverages afforded under these policies will not be canceled until at least thirty (30) days' prior
written notice has been given to the City. Policies for coverages shall be issued by companies
authorized to do business under the laws of the State of Florida and any such companies'
financial ratings must be no less than "A" in the latest edition of the "BEST'S KEY RATING
GUIDE",published by A.M.Best Guide.
7.3 Coverages shall be in force at all times and until all work required to be
performed under the terms of this Agreement is satisfactory to the City or until the conclusion of
this Agreement,including any renewals of it. In the event insurance certificates provided to City
indicate that the insurance shall terminate and lapse during the period of this Agreement, then in
that event,the Contractor shall furnish,at least thirty(30)days prior to the expiration of the date
of such insurance, a renewed certificate of insurance as proof that equal and like coverages for
the balance of the period of the Agreement and any extension of it is in effect. THE
CONTRACTOR SHALL NOT PERFORM OR CONTINUE TO WORK PURSUANT TO
THIS AGREEMENT UNLESS ALL COVERAGES REMAIN IN FULL FORCE AND
EFFECT.
7.4 The Contractor shall hold the City, its agents and employees, harmless on
account of claims for damages to persons, property or premises arising out of the operations to
complete any work. The City reserves the right to require Contractor to provide and pay for any
other insurance coverage that City deems necessary depending upon the possible exposure to
liability.
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ARTICLE&0
INDEPENDENT CONTRACTOR
8.1 This Agreement does not create an employeetemployer relationship between the
parties. Contractor agrees that it is not the City's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act, minimum wages' laws and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the Florida Workers'
Compensation Act, and the Florida unemployment insurance law. The Contractor shall retain
sole and absolute discretion and exercise its judgment as to the manner and means of carrying
out Contractor's activities and responsibilities towi nd completion of work. Administrative
procedures applicable to services rendered under this Agreement shall be those of Contractor,
which policies of Contractor shall not conflict with City, H.U.D.,or United States policies,rules
or regulations relating to the use of Contractor's funds provided for in this Agreement. The
Contractor agrees that it is a separate and independent enterprise from the City, that it has 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,overtime premiums or both.
ARTICLE 9.0
DEFAULT OF AGREEMENT'AND REMEDIES
9.1 Remedies in Default. In case of any default by Contractor,the City shall notify
the Contractor, in writing,of such default and direct Contractor to comply with all provisions of
the Agreement. If Contractor does not timely cure such default of the date after notice was sent
by City, City may declare a default of this Agreement and may notify the Contractor of such
declaration of default m writing and terminate the Agreement.
ARTICLE 10.0
BANKRUPTCY
10.1 It is agreed that if the Contractor is adjudged bankrupt, either voluntarily or
involuntarily, then this Agreement shall terminate effective on the date and at the time the
bankruptcy petition is filed, and Contractor will automatically be in default of this Agreement
and the provisions of Article 9 will be enforced at City's discretion.
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ARTICLE 11.0
DISPUTE RESOLUTION
11.1 Venue; Fees. All claims, counterclaims, disputes and other matters in question
between City and Contractor arising out o& relating to or pertaining to this Agreement, or the
breach of it,or the services of it,or the standard of performance required in it, shall be addressed
by resort to non-binding mediation as authorized under the laws and rules of Florida; provided,
however, that in the event of any dispute between the parties, the parties agree to first negotiate
with each other for a resolution of the matter or matters in dispute and, upon failure of such
negotiations to resolve the dispute, the parties shall resort to mediation. If mediation is
unsuccessful, any such matter may be determined by litigation in a court of competent
jurisdiction in Broward County, Florida, or the Federal District Court of the Southern District of
Florida and appropriate appellate courts for such venue and jurisdiction. In any litigation, the
parties agree to each waive any trial by jury of any and all issues. In the event of any litigation
which arises out oC pertains to, or relates to this Agreement, or the breach of it, or the standard
of performance required in it, the prevailing party shall be entitled to recover reasonable
attorneys' fees from the non-prevailing party.
11.2 Operations During Dispute.
In the event that a dispute, if any, arises between the City and the Contractor relating to
this Agreement,or its performance or compensation, the Contractor agrees to continue to render
service in full compliance with all terns and conditions of this Agreement as required by the
City.
ARTICLE 12.0
MISCELLANEOUS
12.1 Legal Representation. It is acknowledged that each party to this Agreement had
the opportunity to be represented by counsel in the preparation of this Agreement. Further, the
rule that a contract shall be interpreted strictly against the party preparing same shall not apply to
this Agreement due to the joint contributions to it of both parties.,
12.2 Signature of this Contract by the Contractor shall also act as the execution of a
truth-in-negotiation certificate certifying that the wage rates, over-head charges, and other costs
used to determine the compensation provided for in this Contract are accurate, complete and
current as of the date of the Contract and no higher than those charged the Contractor's most
favored customer for the same or substantially similar service. The rates and costs shall be
adjusted to exclude any significant sums should the City determine that the rates and costs were
increased due to inaccurate, incomplete or non-current wage rates or due to inaccurate
presentation of fees paid to outside contractors. The City shall exercise its rights under this
clause within three(3)years following final payment.
12.3 Assignments, Subcontracts and A,=dments. This Agreement, and any
interests in it,shall not in whole or in part be assigned, subcontracted, transferred in any way or
otherwise encumbered,under any circumstances, by Contractor without the prior written consent
of City. For purposes of this Agreement, any change of ownership of or controlling interest in
Contractor shall constitute an assignment which requires City approval. Violation of the terns
of this paragraph shall constitute a breach of this Agreement by Contractor and City may, in its
discretion, cancel this Agreement and all rights of Contractor under this Agreement will
terminate.
It is fiarther agreed that no modification, amendment or alteration of the terms or
conditions contained in this Agreement shall be effective unless contained in a written document
executed by the authorized agents of the parties.
12.4 No Contingent Fees. 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, individual or firm, other than a bona fide employee working solely for Contractor
any fee, commission, percentage, gift or other consideration contingent upon or resulting from
the award or malting of this Agreement. For the breach or violation of this provision, the City
shall have the right to terminate the Agreement without liability and, in its discretion, to deduct
from the Agreement price, or otherwise recover the full amount of such fee, commission,
percentage,gift or consideration.
12.5 Notice. Whenever any party desires to give notice to the other party, it must be
given by written notice, sent by certified United Slates mail, with return receipt requested,
addressed to the party for whom it is intended. The places for giving of notice shall remain as ad
forth below until they shall have been changed by written notice in compliance with the
provisions of this section. For the present,the Contractor and the City designate the following as
the respective persons and places for giving of notice:
City: Robert Baldwin,City Manager
City of Dania Beach,Florida
100 West Dania Beach Boulevard
Dania Beach,Florida 33004
Copies to: Thomas I Ansbro,City Attorney
City of Dania Beach,Florida
100 West Dania Beach Blvd.
Dania Beach,FL 33004
Contractor. W.D.Thompson,Inc.d/b/a Beach Raker
Attn: Timothy Greener
220 NE 13* Street
Pompano Beach,Florida 33060
12.6 Binding Authority. Each person signing this Agreement on behalf of either
party individually warrants that he or she has full legal power to execute this Agreement on
behalf of the party for whom he or she is signing, and is authorized to bind and obligate such
party with respect to all provisions contained in this Agreement.
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12.7 Headings. Headings in this Agreement are for the convenience of reference
only and shall not be considered in any interpretation of this Agreement.
12.8 Severability. If any provision of this Agreement or application of it to any
person or situation shall to any extent be held invalid or unenforceable, the remainder of this
Agreement, and the application of such provisions to persons or situations other than those as to
which it shall have been held invalid or unenforceable, shall not be affected, and shall continue
in full force and effect,and shall be enforced to the fullest extent permitted by law.
12.9 Governing Law. This Agreement shall be governed by the laws of the State of
Florida with venue lying in Broward County,Florida.
12.10 Extent of Agreement. This Agreement represents the entire and integrated
Agreement between the City and the Contractor and supersedes all prior negotiations,
representations or agreements,either written or oral.
12.11 Waiver. Failure of the City to insist upon strict performance of any provision or
condition of this Agreement, or to enforce any right contained in it, shall not be construed as a
waiver or relinquishment for:the future of any such provision, condition or right, but the same
shall remain in full force and effect.
12.12 Conflict. In the event there is a conflict between any of the terms in any of the
documents contained in any Exhibit to this Agreement and any terms of this Agreement, the
terms of this Agreement shall prevail.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year first written above.
CITY:
CITY OF DANIA BEACH,FLORIDA,
ATTEST: a Florida municipal corporation
01
LOUISE STILSON,CMC PATRICIA FLURY
CITY CLERK /0—
APPROVED FOR FORM AND ►s
FP101 BALDW INt
CORRECTNESS: Y MANAGER
THOKAS A14SjRO
CITY ATrORNEY
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CONTRACTOR:
W.D.THOMPSON,INC.,a Florlda
corpora d/b/a BEACH RAKER
Si !�/ Signature
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PRINT Name PRINT Name
T1TLE
STATE OF FLO DA
COUNTY OF &&pwd
FORE me on 0 CD)W 5j 20 iZ 2012, personally appeared
etwe► as of W. D. THOMPSON, INC., a Florida
corporation d/b/a BEACH RAKER, who acknowledged execution of the foregoing Agreement
for the use and purposes mentioned in it, and that the instrument is the act and deed of the
Contractor. Such person is personally known to me or produced R + Iv&5 "U. as
identification.
NOTARY PUB IC
State of Florida
My Commission Expires:
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EXHIBIT "A"
SCOPE OF SERVICES
A. Tide line:
Remove all man-made material along approximately 2200 feet of shoreline within the City
limits. Make multiple passes along shoreline with tractor-towed beach cleaner machine five (5)
days per week. Those five(5)days will be Monday, Wednesday, Friday,Saturday and Sunday.
B. Upper Beach:
Sanitize and groom upper beach area from ten feet east of dune line, seaward to the high water
line. This should provide a smooth cleaned combed appearance to the beach without tire tracks.
This service shall only be performed during the months of November through February (outside
of turtle nesting season). Special permits must be obtained from the Florida Fish and Wildlife
j Conservation Commission ("FWCC'l on behalf of the City of Dania Beach to use this
equipment during Turtle season.
C. Upper Beach,North and South of the Pier:
As required and directed by City (minimum of once per month), sift sand around volleyball and
picnic areas on North side of pier and around restaurant area on South side of pier to remove
shells,rocks,bottle caps,cigarette butts and small foreign objects.
D. Beach Entrances,Walkways,and Playground area:
As required and directed by City (minimum of once per month), sift sand around beach entrance
walkways and children's playground areas to remove shells, rocks, bottle caps, cigarette butts,
and small foreign objects. At entrances and walkways with wood decking, remove accumulated
sand to expose wood decking as necessary and directed by City.
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