HomeMy Public PortalAbout20-9807 Clark Contracting ServicesSponsored by: City Manager
RESOLUTION NO. 20-9807
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER
TO PIGGYBACK MIAMI-DADE COUNTY PUBLIC SCHOOLS
CONTRACT NO. ITB-15-057-HR WITH CLARK CONTRACTING
SOLUTIONS, LLC. FOR QUALIFIED PROFESSIONAL SERVICES
TO REPLACE THE EXISTING EIGHT (8) DOWNFLOW ROOFTOP
PACKAGE AIR CONDITIONING SYSTEMS, THREE (3) ENERGY
RECOVERY VENTILATORS, AND THREE (3) DIRECT
EXPANSION SYSTEMS FOR THE SHERBONDY VILLAGE
COMMUNITY CENTER, IN AN AMOUNT NOT TO EXCEED
ONE HUNDRED NINETY-TWO THOUSAND DOLLARS
($192,000); PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Opa-Locka ("City") desires to repair the Air
Conditioning at Sherbondy Village Community Center; and
WHEREAS, Miami -Dade County Public Schools renewed its previously
awarded contract with Clark Contracting Solutions, LLC. (d/b/a "FORAIR")
("Contractor") for HVAC and Controls Repair, Replacement, Supply and/or
Installation (attached as exhibit "A"), pursuant to its Invitation to Bid No. ITB-15-057-
HR, for a one-year period commencing May 23, 2020 through May 22, 2021; and
WHEREAS, this current proposed project with Contractor, attached hereto as
Exhibit "B", will allow for the replacement of the Air Conditioning System at
Sherbondy Village Community Center; and
WHEREAS, pursuant to Section 2-318(3) of the City's Purchasing Code (as
approved by Ordinance 2020-07) the City may purchase and acquire under contracts
with the federal government, the State of Florida or its political subdivisions and also
municipal co-operative purchasing organizations and programs and when the City
Manager has determined that the prices of the original contract are competitive and
reasonable; and
WHEREAS, the City Commission finds that it is in the best interest of the City to
piggyback the Miami -Dade County Public Schools contract with Clark Contracting
Solutions, LLC. (d/b/a "FORAIR) in order to benefit from already negotiated rates and
enter into an Agreement, as attached hereto as Exhibit "C", to replace the existing eight
(8) downflow rooftop package air conditioning systems, three (3) energy recovery
ventilators, and three (3) direct expansion systems for the Sherbondy Village
Community Center, in an amount not to exceed One Hundred Ninety -Two Thousand
Dollars ($192,000).
1
Resolution No. 20-9807
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA-LOCKA, FLORIDA:
Section 1. RECITALS ADOPTED
The recitals to the preamble herein are incorporated by reference.
Section 2. AUTHORIZATION
The City Commission of the City of Opa-Locka, Florida hereby authorizes the City
Manager to piggyback the Miami -Dade County Public Schools contract with Clark
Contracting Solutions, LLC. (d/b/a "FORAIR") for qualified professional services to
replace the Air Conditioning System at Sherbondy Village Community Center, in the
City of Opa-Locka, and enter into an Agreement, as attached hereto as Exhibit "C", in
an amount not to exceed One Hundred Ninety -Two Thousand Dollars ($192,000).
SECTION 3. SCRIVENER'S ERRORS.
Sections of this Resolution may be renumbered or re -lettered and corrections of
typographical errors which do not affect the intent may be authorized by the City
Manager, or the City Manager's designee, without need of public hearing, by filing a
corrected copy of same with the City Clerk.
Section 4. EFFECTIVE DATE.
This Resolution shall take effect upon the adoption and is subject to the approval of the
Governor or Governor's Designee.
PASSED and ADOPTED this 23rd day of September, 2020.
Matthew A. Pigatt, Mayor
ATTEST:
Jowl a Flores
Cit Clerk
Resolution No. 20-9807
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
i15%Rw
Burnadette Norris -Weeks, P.A.
City Attorney
Moved by: Commissioner Kelley
Seconded by: Vice Mayor Davis
VOTE: 4-0
Commissioner Bass YES
Commissioner Burke NOT PRESENT
Commissioner Kelley YES
Vice -Mayor Davis YES
Mayor Pigatt YES
City of Opa-locka
Agenda Cover Memo
Department
Director:
Airia Austin
Department
Director
Signature:
�� Q
,„
City
Manager:
John E. Pate
CM Signature:
(/ i
Commission
Meeting
Date:
09/23/2020
Item Type:
(EnterX in box)
Resolution
&dinance
Other
X
Fiscal
Impact:
(Enter X in box)
Yes
No
Ordinance Reading:
(EnterX in box)
1st Reading
god Reading
X
Public Hearing:
(Enter X in box)
Yes
No
Yes
No
X
X
Funding
Source:
Account# :
(Enter Fund & Dept)
Ex:
Advertising Requirement:
(Enter X in box)
Yes
No
X
Contract/P.O.
Required:
(Enter X in box)
Yes
No
RFP/RFQ/Bid#:
X
Strategic
Plan Related
(EnterX in box)
Yes
No
Strategic Plan Priority
Enhance Organizational
Bus. & Economic Dev
Public Safety
Quality of Education
Qual. of Life & City
Communication
Area:
•
Strategic Plan Obj./Strategy:
(list the specific objective/strategy this
item will address)
X
IN
Cl
Image •
•
Sponsor
Name
City Manager
Department:
City Manager
Short Title:
Air Conditioning System Replacement at Sherbondy Village Community Center
Staff Summary:
A Resolution of the City Commission of the City of Opa-locka, Florida, authorizing the City Manager to piggy-
back an existing contract of Miami -Dade County Public Schools for qualified professional services to replace
the existing eight (8) downflow rooftop package air conditioning systems, three (3) energy recovery
ventilators, and three (3) direct expansion systems for the Sherbondy Village Community Center.
Financial Impact (FY 20)
Account
Description
Available
Project
Remaining
Balance
39-541640
Machinery & Equipment
$233,745.
$192,000
$41,745
Proposed Action:
Staff recommends approval of this resolution.
Attachment:
1. Agenda
2. Forair proposal.
3. Contract with Miami Dade County Public Schools.
4. Proposed Agreement between the City and Clark Contracting Solutions, LLC DBA FORAIR
forair
optimal air environments
13701 SW 143rd Court #101 Miami, Florida 33186 p.305.252.3186 c.786.423.2857 f.305.252.3688
forair.us
If CMCo48o23
August 13, 2020
Mr. Airia Austin,
Public Works Director/Director of Capital Improvement Programs
City of Opa Locka
780 Fisherman Street
Opa-locka, FL 33054
Re: Air -Conditioning Systems Replacement
Sherbondy Village Community Center
215 N.Perviz Ave.
Opalocka, FL 33054
We at Forair are pleased to provide this proposal to replace the existing eight (8) downflow Rooftop Package Air Conditioning
systems, three (3) Energy Recovery Ventilators, and three (3) Direct Expansion Systems at the above referenced facility.
This proposal is based on the existing equipment design and system configuration as follows:
Rooftop Package Units (No curb adapter required)
• One (1) RTU 3.0 Tons
• Two (2) RTU 7.5 Tons
• One (1) RTU 8.0 Tons
• One (1) RTU 12.5 Tons
• Two (2) RTU 15.0 Tons
• One (1) RTU 20.0 Tons
Each RTU includes: Motorized OA Damper, Disconnect NF, Phase Monitor, BACnet Interface, Electric Heater.
Energy Recovery Ventilators
• Three (3) ERV 2000-2800 CFM
Each ERV includes: OA damper, energy recovery wheel.
Direct Expansion Split Systems
• One (1) DX Split 2.0 Tons
• One (1) DX Mini -Split 2.0 Tons
• One (1) DX Split 4.0 Tons
Scope of Work
• Secure, disconnect, remove and discard existing equipment.
" N e w u n i t s w i l l b e d e l i v e r e d t o t h e j o b - s i t e a n d s e t i n s a m e p l a c e a s o r i g i n a l .
" N e w e l e c t r i c a l h o o k - u p s a n d w i r i n g w i l l b e p r o v i d e d f o r t h e n e w e q u i p m e n t .
" R e c o n n e c t e x i s t i n g r e f r i g e r a n t l i n e s t o i n t e r f a c e c o n d e n s e r a n d e v a p o r a t o r u n i t s . ( O n l y a p p l i e s t o D X s p l i t s y s t e m s )
" F u r n i s h a n d i n s t a l l n e w p r o g r a m a b l e t h e r m o s t a t s a n d s e n s o r s .
" R e c o n n e c t a n d r e p a i r i f n e c e s s a r y t h e e x i s t i n g d r a i n l i n e s t o e a c h u n i t .
" S t a r t - u p a n d a i r b a l a n c i n g o f t h e n e w e q u i p m e n t w i l l b e p e r f o r m e d i n a c c o r d a n c e w i t h t h e m a n u f a c t u r e r ' s
r e c o m m e n d a t i o n s .
T h i s p r o p o s a l a l s o i n c l u d e s :
" P e r m i t
" E l e c t r i c a l
" C o n t r o l I n t e r f a c e
" C r a n e a n d r i g g i n g , a s r e q u i r e d
" A p p l i c a b l e t a x e s a n d i n s u r a n c e
T h i s p r o p o s a l d o e s N O T i n c l u d e :
" B o n d
" R o o f i n g
" F i r e / S m o k e e q u i p m e n t , c o n t r o l c o n d u i t o r w i r i n g
" H a z a r d o u s m a t e r i a l s
" A n y w o r k n o t s t a t e d a b o v e
> C o m p l e t e P r o j e c t E q u i p m e n t a n d i n s t a l l a t i o n : $ 1 9 2 , 0 0 0 . 0 0
T h i s p r o p o s a l i s b a s e d o n p e r f o r m i n g t h e w o r k d u r i n g n o r m a l w o r k i n g h o u r s o f 8 : 0 0 a m t o 4 : 3 0 p m , M o n d a y t h r o u g h F r i d a y .
T h i s p r o p o s a l i s b a s e d o n t h e t e r m s e s t a b l i s h e d i n t h e M i a m i - D a d e C o u n t y c o n t r a c t # 0 5 2 - 3 3 0 6 a n d M - D C P S I T B - 1 5 - 0 5 7 - H R .
I f y o u h a v e a n y q u e s t i o n c o n c e r n i n g t h i s p r o p o s a l , p l e a s e d o n o t h e s i t a t e t o c o n t a c t m e . I f t h i s p r o p o s a l m e e t s w i t h y o u r
a p p r o v a l , p l e a s e s i g n a n d r e t u r n o n e c o p y o f t h i s l e t t e r a s y o u r a u t h o r i z a t i o n t o p r o c e e d .
W e t h a n k y o u f o r t h i s o p p o r t u n i t y t o b e o f s e r v i c e a n d l o o k f o r w a r d t o w o r k i n g w i t h y o u o n t h i s p r o j e c t .
V e r y t r u l y y o u r s ,
/ 1 1
H e c t o r S a n t i n i
A c c o u n t M a n a g e r
A c c e p t e d B y :
T i t l e :
D a t e :
Superintendent of Schools
Alberto M. Carvelho
March 31, 2020
Mr. Frank Junior Clark
Clark Contracting Solutions, LLC
DBA Forair
13701 SW 143 COURT, SUITE 101
MIAMI, FLORIDA 33186
giving our students the world
Nli rni-Dade County School Board
Perla Tabares Hantman, Chair
Dr. Martin Karp, Vice Chair
Dr. Dorothy Bendross-Mindingall
Susie V. Castillo
Dr. Lawrence S. Feldman
Dr. Steve Gallon 111
Lubby Navarro
Dr. Marta Perez
Mari Tere Rojas
RE: Extension of Contract No. ITB-15-057-HR — HVAC and Controls: Repair, Replace, Supply and/or Install
Dear Mr. Clark,
The purpose of this letter is to provide your company with the opportunity to renew/extend the above -referenced Contract
No. ITB-15-057-HR. HVAC and Controls: Repair, Replace, Supply and/or Install awarded at the Board Meeting on November
23, 2016. This current contract expires on May 22, 2020. The renewal period starts May 23, 2020 through May 22, 2021.
Miami -Dade County Public Schools ("M-DCPS or the District") values your company as a partner in providing great services
to our schools, staff and most importantly our students.
Thank you in advance for continuing to partner with M-DCPS. Should your company be in agreement with the above -
referenced contract renewal/extension, please feel free to sign this form below, indicating your company's acceptance. Also,
please provide an updated pricing sheet or overall discount, if updates are applicable, and return the signed document to my
contact information.
Please email your response to eahorner@dadeschools.net, along with your current Insurance Certificate and Business Tax
Receipt, no later than Monday, April 6th, 2020. Lastly, should your company seek to discuss this further, please feel free to
contact me.
Thank you again and we look forward to working with your company within the new contract year.
Sincerely,
Elizabeth Ahorner, MBA
Procurement Management Services
1450 N.E. 2nd Avenue, Suite 650
Miami, FL 33132
Email: eahorner@dadeschools.net
Phone: (305) 995-2309
Please indicate acceptance: YES ONO
Signature:
Print Name:
'r'ct•4\
(This person must have signature authority of the company)
Procurement vlanagcmcnt Services • School Board Administration Building • 1450 N.E. 2nd Ave. • Suite 650 • Miami, FL 33132
305-995-4288 • http://procurement.dadeschools.nel
CONTRACT AGREEMENT
BETWEEN
CITY OF OPA- LOCKA
AND
CLARK CONTRACTING SOLUTIONS, LLC DBA FORAIR
FOR
Replacement of the Air Conditioning System at Sherbondy Village Community Center
Page 1 of 17
AGREEMENT
THIS IS AN AGREEMENT dated the 15th Day of October 2020, between:
CITY OF OPA-LOCKA, a Florida municipal corporation, hereinafter
"CITY
and
CLARK CONTRACTING SOLUTIONS, LLC DBA FORAIR
A licensed Company, authorized to do business in the State of Florida,
hereinafter "CONTRACTOR".
WITNESSETH:
In consideration of the mutual terms and condition, promises, covenants, and payments hereinafter set
forth, CITY and CONTRACTOR agree as follows:
ARTICLE 1
PREAMBLE
In order to establish the background, context and form of reference for this Agreement and to generally
express the objectives, and intentions, of the respective parties herein, the following statements,
representations and explanations shall be accepted as predicates for the undertakings and commitments
included within the provisions which follow and may be relied upon by the parties as essential elements
of the mutual considerations upon which this Agreement is based.
1.1
On September 23, 2020, the CITY authorized the proper CITY officials to enter into an
agreement with CONTRACTOR to render the services more particularly described herein
below.
Page 2 of 17
ARTICLE 2
SCOPE OF WORK
2.1 The CON TRACTOR shall furnish all of the materials, equipment, tools, supplies, and labor
necessary to perform all of the work described in accordance with Proposal dated August 13,
2020 submitted for Air Conditioning Systems Replacement. A copy of the Proposal is attached
hereto and specifically made a part of this Agreement as Composite "Exhibit A" and the
Resolution package is also attached as Composite "Exhibit B".
2.2 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon
these representations when entering into this Agreement with CONTRACTOR, that
CONTRACTOR has the professional expertise, experience and manpower to perform the
services to be provided by CONTRACTOR pursuant to the terms of this Agreement.
2.3 CONTRACTOR assumes professional and technical responsibility for performance of its
services to be provided hereunder in accordance with recognized professional standards for
specified services. If within One (1) year following completion of its services, such services fail
to meet the aforesaid standards, and the CITY promptly advises CONTRACTOR,
CONTRACTOR agrees to re -perform such deficient services without charge to the CITY.
ARTICLE 3
TIME FOR COMPLETION AND LIQUIDATED DAMAGES
3.1 The CONTRACTOR shall commence work to be performed under this Agreement upon full
execution of Contract. CONTRACTOR shall complete all work in a timely manner
substantially within Thirty days (30) after full execution of this Agreement, and final
completion will be thirty days (30) after substantial completion date. Should there be any
delay in issuance of permit by the jurisdictional authorities completion time will be adjusted
accordingly.
3.2 Anything to the contrary notwithstanding, minor adjustment to the timetable for completion
approved by CITY in advance, in writing, will not constitute a delay by CON TRACTOR.
Furthermore, a delay due to an Act of God, fire, lockout, strike or labor dispute, riot or civil
commotion, act of public enemy or other cause beyond the control of CONTRACTOR shall
extend this Agreement for a period equal to such delay and during this period such delay shall
not constitute a delay by CONTRACTOR for which liquidated damages are due.
3.3 Contractor's failure to perform the work specified in Exhibit "A" shall result in Contractor being
required to pay liquidated damages in the Amount of One Thousand Dollars and Zero Cents
($1,000.00) per day for each unexcused day after the completion date set forth in Section 3.1
above.
Page 3 of 17
ARTICLE 4
CONTRACT SUM
4.1 The CITY hereby agrees to pay CONTRACTOR for the faithful performance of this Agreement,
$192,000.00 for work to be completed in accordance with the "Proposal" submitted by
CONTRACTOR. Itemized prices for work completed by the CONTRACTOR shall be as
reflected in the proposal submitted, a copy of which is attached hereto and made a part hereof as
Exhibit "A", with no change in the price shown. A total contract price hereto is referred to as
Contract Sum and shall be One Hundred Ninety Two Thousand Dollars.
4.2 Notwithstanding any other provision of this contract, the CONTRACTOR shall guarantee all
portions of the Project against poor workmanship and faulty materials for a period of one (1) year
after final completion certificate and retainage payment, and shall correct within fourteen
business days (14) any defects which may appear during this period upon notification by CITY.
This provision shall in no way affect the manufacturing warranty for repair or replacement.
4.3 The making and acceptance of the final payment shall constitute a waiver of all claims by
CONTRACTOR except those previously made and still unsettled.
ARTICLE 5
PROGRESS PAYMENTS
5.1 Based upon Applications for Payment submitted by the Contractor to the Owner in the
Standard American Institute of Architects' Forms (AIA) G701, G702, and G703, and upon
Project Applications and Certificates for Payment issued by the Owner, the Owner shall make
progress payments on account of the Contract Sum to the Contractor as provided below and
elsewhere in the Contract Documents.
5.2 The period covered by each Application for Payment shall be one calendar month ending on
the last day of the month, or as follows:
5.2.1. The City is under a declared State of Financial Emergency pursuant to Section
218.503, Florida Statutes. As a result, the parties to this Agreement acknowledge
that all invoices presented for payment shall be reviewed and approved by the State
of Florida prior to payment and that the City is therefore unable to comply with the
Florida Local Government Prompt Payment Act.
5.2.2. Each Application for Payment shall be based upon the Schedule of Values submitted
by the Contractor in accordance with the Contract Documents. The Schedule of
Values shall allocate the entire Contract Sum among the various portions of the
Work and be prepared in such form and supported by such data to substantiate its
accuracy as the Owner may require. This schedule, unless objected to by the Owner,
shall be used as a basis for reviewing the Contractor's Applications for Payment.
Page 4 of 17
5.2.3. Applications for Payment shall indicate the percentage of completion of each portion
of the Work as of the end of the period covered by the Application for Payment.
5.2.4. Subject to the provisions of the Contract Documents, the amount of each progress
payment shall be computed as follows:
5.2.4.1 Take that portion of the Contract Sum properly allocable to completed Work as
determined by multiplying the percentage completion of each portion of the
Work by the share of the total Contract Sum allocated to that portion of the
Work in the Schedule of Values, less retainage of Ten percent (10%). Pending
final determination of cost to the Owner of changes in the Work, amounts not
in dispute may be included in applications for Payment. The amount of credit
to be allowed by the Contractor to the Owner for a deletion or change which
results in a net decrease in the Contract Sum shall be actual net cost as
confirmed by the Construction Manager. When both additions and credits
covering related Work or substitutions are involved in a change the allowance
for overhead and profit shall be figured on the basis of net increase, if any, with
respect to that change.
5.2.4.2 Add that portion of the Contract Sum properly allocable to materials and
equipment delivered and material suitably stored at the site for subsequent
incorporation in the completed construction or, if approved in advance by the
Owner, material suitably stored off the site at a location agreed upon in writing,
less retainage of ten percent (10%).
5.2.4.3 Subtract the aggregate of previous payments made by the Owner; and subtract
amounts, if any, for which the Construction Manager has withheld or nullified
a Certificate for Payment.
5.3 Each Application for Payment submitted by the Contractor to the Owner shall include Partial
Release of lien from his company and each subcontractor for labor, equipment, services or
materials described in the Application for Payment.
5.4 The progress payment amount determined in accordance with the above shall be further
modified under the following circumstances:
5.4.1 Add, upon Substantial Completion of the Work, a sum sufficient to
increase the total payments to Ninety percent (90%) of the Contract Sum,
less such amounts as the Construction Manager recommends and the
Owner determines for incomplete Work and unsettled claims; and
5.5 Reduction or limitation of retainage, if any, shall be as follows: None
Page 5 of 17
ARTICLE 6
FINAL PAYMENT
6.1 Final Payment, constituting the entire unpaid balance of the Contract Sum, shall be made by
the Owner to the Contractor when:
(a) The Contract has been fully performed by the Contractor upon the Contractor's fulfilled
responsibility to correct nonconforming Work and to satisfy other requirements, if any,
which necessarily survive final payment, and
(b) The Contractor has furnished the City with Final Release of Lien from his own
company and from each subcontractor for labor, equipment, services or materials
described in the Final Application for Payment, and
(c) A fmal Project Certificate for Payment has been issued by the City upon the
Architect/Engineer of records final completion Certificate, and
(d) The Contractor has met all provisions of the reporting requirements of grants if the
project is funded by grant money; such final payment shall be made by the Owner not
more than 20 days after the issuance of the fmal Project Certificate for Payment.
ARTICLE 7
CONTRACTOR'S LIABILITY INSURANCE
7.1 The CONTRACTOR shall not commence work under this contract until it has obtained all
insurance required under this Article and such insurance has been approved by the C1TY nor
shall the CONTRACTOR allow any Subcontractor, if applicable, to commence work on a sub-
contract until all similar such insurance required of the subcontractor has been obtained and
approved.
7.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the
City prior to the commencement of the work. These Certificates shall contain a provision that
coverage afforded under these policies will not be canceled until at least thirty days (30) prior
written notice has been given to the CITY. Policies shall be issued by companies authorized to
do business under the laws of the State of Florida.
7.3 Financial Ratings must be no less than "A" in the latest edition of "Bests Key Rating Guide",
published by A.M. Best Guide.
7.4 Insurance shall be in force until all work required to be performed under the terms of the Contract
is satisfactorily completed as set forth in the Architect/Engineer of Records' Final Completion
Certificate and the Certificate of Occupancy (C.O.) as evidenced by the formal acceptance by the
CITY. In the event the insurance certificate provided indicates that the insurance shall terminate
and lapse during the period of this contract, then in that event, the CON TRACTOR shall furnish,
at least three (3) days prior to the expiration of the date of such insurance, a renewed certificate
of insurance as proof that equal and like coverage for the balance of the period of the contract
and extension there under is in effect. The CONTRACTOR shall not continue to work pursuant
Page 6of17
to this contract unless all required insurance remains in full force and effect.
7.5 Contractor's Insurance Coverage shall include General Liability, Automobile Liability,
Professional Liability and Worker's Compensation and Employer's Liability:
(a) Workers' Compensation Insurance — as required by law;
(b) Employer's Liability Insurance - as required by law;
(c) Automobile Liability Insurance — the minimum limit of coverage shall be $500,000 per
occurrence, combined single limit for Bodily Injury Liability and Property Damage
Liability
(d) Personal Injury in the minimum amounts of $500,000 for combined Bodily Injury and
Property Damage.
(e) Professional Liability Insurance: minimum coverage shall be $500,000.00 with
deductible or self -insured retention (SIR) indicated.
7.6 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 this Agreement and name the CITY as additional insured under their policy.
7.7 The CITY reserves the right to require any other insurance coverage it deems necessary
depending upon the exposures, following discussion and confirmation of the same with the
Contractor.
ARTICLE 8
PROTECTION OF PROPERTY
8.1 At all times during the performance of this Contract, the CONTRACTOR shall protect the
CITY's property and properties adjoining the Project site from all damage whatsoever.
ARTICLE 9
CONTRACTOR'S INDEMNIFICATION
9.1 The CON1RACTOR agrees to release the CITY from and against any and all liability and
responsibility in connection with the above mentioned matters and with the work being
performed by Contractor. The CONTRACTOR further agrees not to sue or seek any money or
damages from CITY in connection with the above mentioned matters.
9.2 The CON1RACTOR agrees to indemnify and hold harmless the CITY, its trustees, elected and
appointed officers, agents, servants and employees, from and against any and all claims,
demands, or causes of action of whatsoever kind or nature, and the resulting losses, costs,
expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or decrees, sustained
by the CITY or any third party arising out of, or by reason of, or resulting from the
Page 7 of 17
CONTRACTOR's negligent acts, errors, or omissions.
9.3 If a court of competent jurisdiction holds the City liable for certain tortious acts of its agents,
officers, or employees, such liability shall be limited to the extent and limit provided in 768.28,
Florida Statutes. This provision shall not be construed as a waiver of any right or defense that
the City may possess. The City specifically reserves all rights as against any and all claims
that may be brought.
ARTICLE 10
INDEPENDENT CONTRACTOR
10.1 This Agreement does not create an employee/employer relationship between the parties. It is the
intent of the parties that the CONTRACTOR is an independent contractor under this Agreement
and not the CITY's employee for any purposes, including but not limited to, the application of
the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of
the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment
insurance law and similar laws. The CONTRACTOR shall retain sole and absolute discretion in
the judgment of the manner and means of carrying out the CONTRACTOR's activities and
responsibilities hereunder provided. This Agreement shall not be construed as creating any joint
employment relationship between the CONTRACTOR and the CITY and the CITY will not be
liable for any obligation incurred by CONTRACTOR, including but not limited to unpaid
minimum wages and/or overtime premiums.
ARTICLE 11
CON TRACT BOND
NOT APPLICABLE
Page 8 of 17
ARTICLE 12
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
12.1 CITY or CONTRACTOR may request changes that would increase decrease or otherwise
modify the Scope of Services/Basic Services to be provided under this Agreement as described
in Article 2 of this Agreement. Such changes or additional services must be in accordance with
the provisions of the Code of Ordinances of the CITY and must be contained in a written
amendment, executed by the parties hereto, with the same formality and with equality and dignity
prior to any deviation from the terms of this Agreement, including the initiation of any additional
or extra work. Each amendment shall at a minimum include the following information on each
project:
DATE
PROJECT NAME
PROJECT COST
CHANGES DESCRIPTION
ESTIMATED COST FOR ADDITION OR CHANGE TO PROJECT CONTRACT
ESTIMATED PROJECT COMPLETION DATE
ARCHITECT/ENGINEER OF RECORD'S APPROVAL
12.2 In no event will the CONTRACTOR be compensated for, nor will the City request for any work
which has not been described in a separate written agreement executed by the parties hereto.
ARTICLE 13
TERM AND TERMINATION
13.1 This Agreement may be terminated by either party for cause, or the CITY for convenience, upon
thirty (30) days written notice by the CITY to CONTRACTOR in which event the
CONTRACTOR shall be paid its compensation for services performed to termination date. In
the event that the CONTRACTOR abandons this Agreement or causes it to be terminated, he
shall indemnify the CITY against any loss pertaining to this termination up to a maximum of the
full contracted fee amount. All finished or unfinished documents, data, studies, plans, surveys,
and reports prepared by CONTRACTOR shall become the property of CITY and shall be
delivered by CONTRACTOR to CITY.
13.2 This Agreement shall take effect as of the date of execution as shown herein below and continue
for such time as is contemplated by the Agreement.
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ARTICLE 14
CONTRACT DOCUMENTS
14.1 CONTRACTOR and CITY hereby agree that the following Contract Documents, made a part of
this Agreement, as if written herein word for word: This Agreement; Proposals as set forth in
Exhibit "A" and City's Resolution in Exhibit "B".
ARTICLE 15
MISCELLANEOUS
15.1 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 and, accordingly, the rule that a contract shall be
interpreted strictly against the party preparing same shall not apply due to the joint contribution
of both parties.
15.2 Assignments:
This Agreement, or any interest herein, shall not be assigned, transferred 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 CONTRACTOR shall
constitute an assignment which requires CITY approval. However, this Agreement shall run to
the CITY and its successors and assigns.
15.3 Records:
CONTRACTOR shall keep the as -built drawings, the shop -drawings, books and records and
require any and all subcontractors to keep books and records as may be necessary in order to
record complete and correct entries as to personnel hours charged to this engagement, and any
expenses for which CONTRACTOR expects to be reimbursed, if applicable. Such books and
records will be available at all reasonable times for examination and audit by CITY and shall be
kept for a period of three (3) years after the completion of all work to be performed pursuant to
this Agreement, or for such longer period as is required by law. Incomplete or incorrect entries
in such books and records will be grounds for disallowance by CITY of any fees or expenses
based upon such entries.
15.4 Ownership of Documents:
Reports, surveys, plans, calculations, shop -drawings studies and other data provided in
connection with this Agreement are and shall remain the property of City.
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15.5 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 making of this Agreement. For the breach or violation of this provision, the CITY shall have
the right to terminate the Agreement without liability at its discretion, to deduct from the contract
price, or otherwise recover the full amount of such fee, commission, percentage, gift or
consideration.
15.6 Notice:
Whenever any party desires to give notice unto any other party, it must be given by written notice,
sent by registered United States mail, with return receipt requested, addressed to the party for
whom it is intended and the remaining party, at the places last specified, and the places for giving
of notice shall remain such 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 places for giving of notice:
CITY:
COPY TO:
COPY TO:
CONTRACTOR:
John E. Pate, City Manager
780 Fisherman Street, 4th Floor
Opa-locka, Florida 33054
Burnadette Norris -Weeks, City Attorney
401 NW 7th Avenue
Fort Lauderdale, FL 33311
Airia Austin, CIP Director
780 Fisherman Street, 4th Floor
Opa-locka, Florida 33054
15.7 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 to bind and obligate such party with respect to all provisions contained in this
Agreement.
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15.8 Exhibits:
Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits
if not physically attached should be treated as part of this Agreement and are incorporated herein
by reference.
15.9 Headings:
Headings herein are for convenience of reference only and shall not be considered on any
interpretation of this Agreement.
15.10 Severability:
If any provision of this Agreement or application thereof 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 thereby, and shall continue in full force and effect, and be
enforced to the fullest extent permitted by law.
15.11 Governing Law:
This Agreement shall be governed by the laws of the State of Florida with venue lying in Miami -
Dade County, Florida.
15.12 Disputes:
Any claim, objection, or dispute arising out of the terms of this Agreement shall be litigated in
the Eleventh Judicial Circuit Court in and for Miami -Dade County.
15.13 Attorney's Fees:
To the extent authorized by law, in the event that either party brings suit for enforcement of this
Agreement, the prevailing party shall be entitled to attorney's fees and court costs in addition to
any other remedy afforded by law.
15.14 Extent of Agreement:
This Agreement, together with all contract documents, and all exhibits hereto or to the contract
documents, represents the entire and integrated agreement between the CITY and the
CONTRACTOR and supersedes all prior negotiations, representations or agreements, either
written or oral.
15.15 Waiver:
Failure of the CITY to insist upon strict performance of any provision or condition of this
Agreement, or to execute any right there in contained, 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.
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15.16 Equal Opportunity Employment:
CONTRACTOR agrees that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color, religion, sex, age, national
origin, or disability and will take affirmative steps to ensure that applicants are employed and
employees are treated, during employment, without regard to race, color, religion, sex, age,
national origin or disability. This provision shall include, but not be limited to, the following:
employment upgrading, demotion or transfer; recruitment advertising, layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeships.
ARTICLE 16
NOTICE TO PROCEED
The CONTRACTOR shall commence work within five (5) working days from the date of the Notice
to Proceed (NTP) following the issuance of approved permit by jurisdictional authorities,
whichever comes earlier. No work shall begin without NTP. Residents must be given at least 48
hour -notice to commence construction at the site.
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IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first
written above.
CITY OF OPA-LOCKA
ATTEST:
BY:
Joanna Flores, CMC John E. Pate
City Clerk City Manager
APPROVED AS TO FORM:
Burnadette Norris -Weeks, P.A., City Attorney
CLARK CONTRACTING SOLUTIONS DBA FORAIR
ATTEST:
Authorized Representative (Name) (Signature)
WITNESSES:
(Name) (Signature)
(Name) (Signature)
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE
BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments,
personally appeared as , of
, a Florida corporation, and acknowledged executed the
foregoing Agreement as the proper official of for the use
and purposes mentioned in it and affixed the official seal of the corporation, and that the
instrument is the act and deed of that corporation.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at m the State
and County aforesaid on this day of , 2020.
NOTARY PUBLIC
My Commission Expires:
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See attached document for Exhibit "A"
PROPOSAL:
FORAIR Proposal Dated August 13, 2020
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See attached document for Exhibit "B"
CITY'S RESOLUTION No. 20 -
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