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HomeMy WebLinkAboutR-2015-034 - Executes an Agreement with Calvin, Giordano & Associates, Inc., not to exceed $42,670.00 for services by Nutting Environmental of Florida, Inc. involving asbestos testing RESOLUTION NO. 2015-034 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH CALVIN, GIORDANO & ASSOCIATES, INC., IN AN AMOUNT NOT TO EXCEED FORTY TWO THOUSAND SIX HUNDRED SEVENTY DOLLARS ($42,670.00), EXCLUDING THE "ADDITIONAL FEE" ITEMS REFLECTED ON PAGE THREE (3) OF THE PROPOSAL, FOR SERVICES TO BE PERFORMED BY ITS SUBCONTRACTOR, NUTTING ENVIRONMENTAL OF FLORIDA, INC., INVOLVING ASBESTOS TESTING AND RELATED SERVICES DUE TO THE STORAGE OF ASBESTOS CONTAINING MATERIALS AT THE TRAILS END SITE, BY A CONTRACTOR OF BROWARD COUNTY, SUCH SITE LYING EAST OF AND ADJACENT TO THE MELALEUCA RESIDENTIAL NEIGHBORHOOD IN THE CITY;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 authorizes the proper City officials to execute an Agreement with Calvin, Giordano & Associates, Inc., in an amount not to exceed Forty Two Thousand Six Hundred Seventy Dollars($42,670.00),excluding the"Additional Fee"items reflected on page three (3) of the Proposal, for services to be performed by its subcontractor, Nutting Environmental of Florida,Inc.,to conduct asbestos testing and related services due to the storage of asbestos containing materials at Trails End by a contractor of Broward County,such site lying east of and adjacent to the Melaleuca residential neighborhood in the City. A copy of the Agreement is attached as Exhibit"A",and is made a part of and incorporated into this Resolution by this reference. Section 2. That the City Manager and City Attorney are authorized to make minor revisions to the Agreement as are deemed necessary and proper for the best interests of the City. Section 3. That funding for these costs is not provided in the FY 2014-2015 Budget and are to be appropriated from the General Fund Contingency Account,Account No. 001-18-00-519- 99-10 to the Community Development Engineering Account,Account No. 001-15-01-515-31-30. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on April 14, 2015. ATTEST: LOUISE STILSON, CMC SALVINO, SR. CITY CLERK AYOR Is APPROVED AS TO F RM AND CORRECTNESS: l J -� THOMAS'Y. ANS O CITY ATTORNE 7 2 RESOLUTION#2015-034 AGREEMENT THIS IS AN AGREEMENT (the "Agreement") entered into on , 2015, between the City of Dania Beach, Florida, a Florida municipal corporation, (the "City") with an address of 100 West Dania Beach Boulevard, Dania Beach, Florida 33004, and Calvin, Giordano & Associates, Inc., a Florida Corporation (the "Consultant"), with an address of 1800 Eller Drive, Suite 600, Fort Lauderdale, Florida 33316. In consideration of the mutual covenants, terms and conditions contained in this Agreement, and for other good and valuable consideration,the adequacy and receipt of which are acknowledged,the parties agree as follows: 1. Scope of Services. The Consultant, Calvin, Giordano & Associates, Inc. ("CG&A"), enters into this Agreement with the City of Dania Beach for services to be performed by CG&A's subcontractor, Nutting Environmental of Florida, Inc. ("NEF"), involving asbestos testing and related services due to the storage of asbestos containing materials at the Trails End site by a contractor of Broward County, such site lying east of and adjacent to the Melaleuca residential neighborhood in the City of Dania Beach. A copy of CG&A's original Proposal No. 15-7608 (the "Proposal") dated April 1, 2015, for the Broward County Disposal Site Environmental Assessment is attached as Exhibit "A", and made a part of and incorporated into this Agreement by this reference. 2. Subcontracts. It is expressly agreed to by the parties, that the City shall approve in advance in writing any sub-consultants and the fees to be paid them by Consultant, prior to any such sub-consultant proceeding with any such work. 3. Payment for Services. a. City agrees to pay Consultant for services to be provided by Consultant's subcontractor, Nutting Environmental of Florida, Inc., as described in Exhibit "A", an agreed upon sum in an amount not to exceed Forty Two Thousand Six Hundred Seventy Dollars and no cents ($42,670.00) (the "Fee"), exclusive of the "additional fee" items reflected on page three (3) of the Proposal. Any additional work, as determined by the City, not covered on page three (3), shall not be undertaken without a prior written amendment to this Agreement to that effect, executed in advance by the parties. b. The above Fee includes full payment, including all labor, overhead and other costs, with the exclusion of the "additional fee" items reflected on page three (3) of the Proposal. No travel and meal costs are reimbursable unless incurred outside of Miami-Dade, Broward and Palm Beach Counties, approved in writing in advance by the City. Any such costs are payable at the City reimbursement rate. C. Consultant shall submit its invoices in the format and with supporting documentation as may be required by City. d. City shall pay Consultant monthly for services rendered within thirty (30) calendar days from date of approval of each of Consultant's invoices by the City Manager. If any errors or omissions are discovered in any invoice, City will inform Consultant and request revised copies of all such documents. If any disagreement arises as to payment of any portion of an invoice, City agrees to pay all undisputed portions and the parties agree to cooperate by promptly conferring to resolve the disputed portion. e. Any invoice which is not timely paid as prescribed above will be subject to the accrual of interest at the statutory rate prescribed by applicable Florida law. 4. Licenses, Permits and Fees A. In accordance with the Public Bid Disclosure Act, Section 218.80, Florida Statutes, each license, permit, or fee, Consultant will have to pay the City before or during the Work, items or services to be provided or the percentage method or unit method of all licenses, permits and fees required by the City and payable to the City by virtue of the Work, items or services as part of this Agreement are as follows: 1. Consultant shall have and maintain during the term of this Agreement any and all appropriate City licenses, fees (and business tax receipts, if applicable), which shall be paid in full in accordance with the City's fee structure for such items. There will not be any percentage reduction or waiving of City licenses, fees (or business tax receipts, if applicable). 2. During the performance of this Agreement, there may be times when Consultant will be required to obtain a City permit for such Work, or in connection with the items or services. It is the responsibility of Consultant to insure that it has the appropriate City permits as may become necessary during the performance of this Agreement. Any fees related to the City required permits in connection with the Contract will be the responsibility of Consultant. 5. Indemnification of City. Consultant shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, indemnify and hold harmless the City, including its elected officials and employees from and against liabilities, losses (including economic losses), or costs arising out of any actual or alleged claim or action to the extent caused by, or alleged to have been caused by the negligence or willful misconduct of Consultant in the performance or omission to perform its services under this Agreement. 6. Insurance Coverage. The Consultant shall not commence any services under the Agreement until Consultant has obtained all insurance required by the City, and not until such time that the coverages are approved by the Risk Manager of the City. The Consultant shall not allow any employee of Consultant or any Subcontractor to commence Work on any subcontract until the Subcontractor and all Coverages required of any Subcontractor have been obtained and approved by the Risk Manager of the City. In addition, Consultant shall be responsible for any and all policy deductibles and self-insured retentions. 2 6.1 "Official' Certificates of Insurance must be delivered to the City Clerk's office and Risk Manager of the City before or on the fourteenth (10) Business Day before the Agreement is to be signed. "Special Provisions", as referenced below under each type of insurance requirement shall be fully confirmed on or attached to the "Official" certificates. 6.2 All Certificates of Insurance must clearly identify the contract to which they pertain, including a brief description of the subject matter of the contract. The certificates shall contain a provision that coverage afforded under the policies will not be canceled until at least thirty (30) days' prior written notice has been given to City. If this coverage is not provided, then Consultant is responsible for such notice to City. INSURANCE POLICIES FOR REQUIRED 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-VII IN THE LATEST EDITION OF THE "BEST'S KEY RATING GUIDE", PUBLISHED BY A.M. BEST GUIDE. In the event that the insurance carrier's rating shall drop, the insurance carrier shall immediately notify the City in writing. 6.3 Coverages shall be in force until all Work required to be performed under the terms of this Agreement, is satisfactorily completed as evidenced by the formal written acceptance by the City. In the event insurance certificates provided to City indicate that the insurance shall terminate and lapse during the period of the Agreement, then in that event, the Consultant 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, including any extension of it, is in effect. THE CONSULTANT AND ANY SUBCONTRACTOR OF THE CONSULTANT SHALL NOT PERFORM OR CONTINUE ANY SERVICES PURSUANT TO THE AGREEMENT, UNLESS ALL COVERAGES REMAIN IN FULL FORCE AND EFFECT. ANY DELAY IN THE WORK CAUSED BY A LAPSE IN COVERAGE SHALL BE NON-EXCUSABLE, SHALL NOT BE GROUNDS FOR A TIME EXTENSION, AND WILL BE SUBJECT TO ANY OTHER APPLICABLE PROVISIONS DESCRIBED IN THIS AGREEMENT, CONCERNING CONSULTANT OR ITS CONTRACTOR OR SUBCONTRACTOR'S DELAY. 6.4 Insurance Requirements. The below coverages are minimum limit requirements. Umbrella or Excess Liability policies are acceptable to provide the total required liability limits, as long as the Risk Manager of the City reviews and approves in writing the insurance limits on each of the policies. 6.4.1 Professional Liability Insurance covering any engineering, architectural design consulting or other licensed services related to the scope of the Work in an amount of no less than One Million Dollars ($1,000,000.00). 3 SPECIAL PROVISIONS AS TO PROFESSIONAL LIABILITY INSURANCE: (to be confirmed on or attached to the Official Certificate of Insurance) • 30 Days' Notice of Cancellation or modification to City (if not available on the insurance policies, then Consultant has responsibility for notification); and • Professional Liability coverage must apply to the job for a minimum of two (2) years following the Project's completion date by evidence of written acceptance of completion by the City. 6.4.2 General Liability Insurance to include bodily injury, broad form property damage, products completed operations, blanket contractual liability, and personal injury with limits of no less than One Million Dollars ($1,000,000.00) per occurrence, and Two Million Dollars ($2,000,000.00) annual aggregate. SPECIAL PROVISIONS AS TO GENERAL LIABILITY INSURANCE: (to be confirmed on or attached to the Official Certificate of Insurance) • Annual Aggregate shall apply"Per Job"; • "The City of Dania Beach, Florida" is added as"Additional Named Insured"; • Additional Named Insured status is included for Products completed operations coverage for a period of no less than five (5) years following the completion date of the Work or Project, as evidenced by a written acceptance of completion by the City; • Additional named insured coverage shall be no more restrictive than Insurance Services Office (ISO) form CG 2037 (07 04); • Consultant's insurance shall be primary and non-contributory; • Waiver of Subrogation in favor of the City; • 30 Days' Notice of Cancellation or modification to City (if not available on the insurance policies, then Consultant has responsibility for notification); and • Copy of Additional Named Insured Endorsement or other endorsements may be attached to the Certificate. 6.4.3 Workers' Compensation Insurance shall be maintained by Consultant and any contractors or subcontractors during the life of the Agreement, including any applicable warranty period(s), and it is to apply to all "statutory employees" of Consultant (as that phrase is defined by Chapter 440, Florida Statutes), in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws, for the benefit of the Consultant, its employees, and subcontractors. 6.4.4 In the case any work is sublet as otherwise addressed in the Agreement, the Consultant shall require any subcontractors similarly to provide Workers' Compensation Insurance for all of the latter's employees, in addition to any coverage afforded by the Contractor or Subcontractor, by furnishing statutory 4 limits Part A, and no less than and One Million Dollars ($1,000,000.00) employers' liability limits Part B. SPECIAL PROVISIONS AS TO WORKERS' COMPENSATION INSURANCE: (to be confirmed on or attached to the Official Certificate of Insurance) • 30 Days' Notice of Cancellation or modification to City(if not available on the insurance policies,then Consultant has responsibility for notification); and • Waiver of Subrogation in favor of the City. IN NO EVENT SHALL THE CONSULTANT BE PERMITTED TO UTILIZE IN THE PROSECUTION OF THE WORK,THE FOLLOWING: I) ANY EMPLOYEE, SUBCONTRACTOR OR SUBCONTRACTOR EMPLOYEE THAT IS EXEMPTED OR PURPORTED TO BE EXEMPT FROM WORKERS' COMPENSATION INSURANCE COVERAGE; OR II) ANY EMPLOYEE, SUBCONTRACTOR OR SUBCONTRACTOR EMPLOYEES WHO WILL BE COVERED BY AN EMPLOYEE LEASING ARRANGEMENT. 6.4.5 Automobile Liability Insurance shall be maintained with combined single limits of no less than Two Million Dollars ($2,000,000.00), to include coverage for owned,hired, and non-owned vehicles. SPECIAL PROVISIONS AS TO AUTOMOBILE LIABILITY INSURANCE: (to be confirmed on or attached to the Official Certificate of Insurance) • "The City of Dania Beach" is added as "Additional Named Insured"; • 30 Days' Notice of Cancellation or modification to City (if not available on the insurance policies,then Consultant has responsibility for notification); and • Waiver of Subrogation in favor of the City. 6.4.6 If Consultant hires a sub-consultant for any portion of any work, then such sub-consultant shall provide all insurances required of the Consultant. 6.4.7 The Consultant 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 must clearly identify the contract to which they pertain, including a brief description of the subject matter of the contract. 5 7. Assignment of Agreement. The Consultant acknowledges, understands and agrees that its performance under this Agreement is or may be contingent upon the City receiving timely services from other consultants (the "Supporting Consultants"). The Consultant agrees to use its best efforts to coordinate its services with the services of the Supporting Consultants and further agrees that in the event the rendition of any services of any of the Supporting Consultants is delayed, such delay will not entitle the Consultant to any additional compensation or payment of any kind. Furthermore, the Consultant shall not be entitled to an increase in compensation, or be entitled to payment of any kind from the City, for damages or expenses incurred which are direct, indirect or consequential or other costs and lost profits of any kind including, but not limited to, costs of acceleration, inefficiency or extended overhead, arising because of any other delay, disruption, interruption, interference or hindrance from any cause whatsoever, whether such delay, disruption or interference be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by the Consultant for hindrances or delays caused solely by fraud, bad faith or active malicious interference on the part of the City. The Consultant shall only be entitled to extensions of time for performance as the exclusive and sole remedy for delay. In recognition of the fact that Consultant is not entitled to costs of acceleration arising out of the delays caused by Supporting Consultants, Consultant shall not be required to accelerate its services where delays have resulted from Supporting Consultants, unless the City agrees to compensate Consultant for such accelerated efforts. 8. Examination of Records. Consultant shall maintain books, records, documents and other evidence directly pertinent to performance of work under this Agreement in accordance with generally accepted accounting principles and practices. The Consultant shall also maintain the financial information and data used by the Consultant in the preparation of support of any claim for reimbursement for any out-of-pocket expense or cost. The City shall have access to such books, records, documents and other evidence for inspection, audit and copying during normal business hours. The Consultant will provide proper facilities for such access and inspection. Audits conducted under this section shall observe generally accepted auditing standards and established procedures and guidelines of the City. The Florida Public Records Act, Chapter 119 of the Florida Statutes, may have application to records or documents pertaining to this Agreement, and Consultant acknowledges that such laws have possible application and agrees to comply with all such laws. 9. 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 Consultant notice by certified mail, return receipt requested, directed to the principal office of the Consultant, ten (10) calendar days in advance of the termination date. In the event that the Agreement is terminated pursuant to this provision, the Consultant 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 Consultant. 6 9.1 Termination of Agreement for Cause. If City elects to terminate the Agreement for cause, City will provide Consultant five (5) days' advance written notice. If Consultant promptly cures the matter giving rise to the cause within that time, this Agreement shall continue. If not timely cured, the Agreement will stand terminated and the City will pay Consultant for work completed less any costs, expenses and damages incurred by City as a result of such termination. If a court of competent jurisdiction determines that the termination was not authorized under the circumstances then the termination shall be deemed to be a termination for convenience. 10. Ownership of Documents. All correspondence, studies, data, analyses, documents, instruments, applications, memorandums and the like, including drawings and specifications prepared or furnished by Consultant (and Consultant's independent professional sub-consultants or sub-consultants) pursuant to this Agreement shall become owned by and be the property of the City and the City shall consequently obtain ownership of them by any statutory common law and other reserved rights, including copyright; however, such documents are not intended or represented by Consultant to be suitable for reuse by City on extensions of the work or on any other work or project. Any such reuse, modification or adaptation of such document without written verification or permission by Consultant for the specific purpose intended will be at City's sole risk and without liability or legal exposure to Consultant or to Consultant's independent professional sub-consultants. If City alters any such documents, City will expressly acknowledge same so that no third party will be in doubt as to the creation or origination of any such document. 11. Notices. Except as provided above, whenever either party desires to give notice to the other, it must be given by written notice, sent by certified U.S. mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified and the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties 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 With a copy to: Thomas J. Ansbro, City Attorney City of Dania Beach, Florida 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Consultant: Calvin, Giordano &Associates, Inc. Attn: Dennis J. Giordano, President 1800 Eller Drive, Suite 600 Fort Lauderdale, Florida 33316 7 12. Consent to Jurisdiction. The parties agree that the jurisdiction for any legal action arising out of or pertaining to this Agreement shall be the Circuit Court for the Seventeenth Judicial Circuit in and for Broward County, Florida, or the federal District Court in the Southern District of the United States. Each party further agrees that venue of any action to enforce this Agreement shall be in Broward County, Florida. 13. Governing Law. The parties agree that this Agreement shall be construed in accordance with and governed by the laws of the State of Florida. 14. Attorney Fees and Costs. If City or Consultant incurs any expense in enforcing the terms of this Agreement, whether suit is brought or not, each party shall bear its own costs and expenses including, but not limited to, court costs and reasonable attorneys fees. 15. Headings. Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. 16. Exhibits. Each exhibit referred to in this Agreement forms an essential part of this Agreement. Each such exhibit is a part of this Agreement and each is incorporated by this reference. 17. Severability. If any provision of this Agreement or the 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, shall continue in full force and effect, and shall be enforced to the fullest extent permitted by law. 18. All Prior Agreements Superseded. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement 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, it is agreed that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements, whether oral or written. 19. Consultant and its employees and agents shall be and remain independent Consultants and not employees of City with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties to this Agreement. All agents, employees and sub-consultants of the Consultant retained to perform services pursuant to this Agreement shall comply with all laws of the United States concerning work eligibility. 8 20. The Consultant understands and agrees that the City, during any fiscal year, is not authorized to expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year and that any contract, verbal or written, made in violation of this subsection is null and void and that consequently, no money may be paid on such contract beyond such limits. Nothing contained in this Agreement shall prevent the making of contracts for periods exceeding one (1) year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Consultant shall not proceed with services under this Agreement without City's written verification that the funds necessary for Consultant compensation and other necessary expenditures are budgeted as available within the appropriate fiscal year budget. 21. Consultant warrants and represents that no elected official, officer, agent or employee of the City has a financial interest, directly or indirectly, in this Agreement or the compensation to be paid under it and, further, that no City employee who acts in the City of Dania Beach as a"purchasing agent" as defined in Chapter 112, Florida Statutes, nor any elected or appointed officer of the City of Dania Beach, nor any spouse or child of such purchasing agent, employee or elected or appointed officer, is a partner, officer, director or proprietor of the Consultant and, further, that no such City employee, purchasing agent, City elected or appointed officer, or the spouse or child of any of them, alone or in combination, has a material interest in the Consultant. Material interest means direct or indirect ownership of more than five percent (5%) of the total assets or capital stock of the Consultant. 22. Consultant shall comply with all federal, state and City laws applicable to the Consultant services and specifically those covering Equal Opportunity Employment, the Americans With Disabilities Act ("ADA") eligibility to perform services as specified in the Florida Public Entity Crime law and the Florida Building Code. The Consultant is expected to fully comply with all provisions of all laws and the City reserves the right to verify the Consultant's compliance with them. Failure to comply with any laws will be grounds for termination of the Agreement for cause. 23. In the event of any conflict between any provisions of this Agreement and any provision in any attached Exhibit, the parties agree that the provisions of this Agreement are controlling (including, but not limited to, all terms and provisions governing compensation). 24. Consultant agrees to perform its obligations under this Agreement in accordance with the degree of skill and care exercised by practicing design professionals performing similar services under similar conditions. Consultant makes no other representations and no warranties, whether express or implied, with respect to the quality of its performance under this Agreement. 9 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,FLORIDA a Florida Municipal Corporation LOUISE STILSON, CMC MARCO A. SALVINO, SR. CITY CLERK MAYOR ROBERT BALDWIN CITY MANAGER Dated: , 2015 APPROVED FOR FORM AND CORRECTNESS: THOMAS J. ANSBRO CITY ATTORNEY 10 CONSULTANT: CALVIN, GIORDANO & ASSOCIATES, WITNESSES: INC., a Florida corporation SIGNATURE SIGNATURE PRINT Name PRINT Name SIGNATURE Title PRINT Name STATE OF FLORIDA ) COUNTY OF BROWARD) The foregoing instrument was acknowledged before me on 2015, by , as of Calvin, Giordano & Associates, Inc., a Florida corporation, on behalf of the corporation. He/she is personally known to me or produced as identification and did (did not) take an oath. NOTARY PUBLIC My Commission Expires: State of Florida 11