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HomeMy Public PortalAboutResolution No. 24-055- Resolution terminating the agreement with Original Impressions LLC for Gateway Signage Installation ServicesSponsored By: City Manager RESOLUTION NO. 24-055 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, TERMINATING THE AGREEMENT WITH ORIGINAL IMPRESSIONS LLC., FOR CONVENIENCE, FOR THE PROVISION OF GATEWAY ENTRY SIGNAGE INSTALLATION SERVICES PURSUANT TO ARTICLE 10 OF THE RELEVANT AGREEMENT BETWEEN THE PARTIES AFTER PROPER NOTICE; PROVIDING FOR ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on May 8, 2023, the City of Opa-Locka ("City") published Request for Proposals (RFP) No. 23-0609200 to obtain Gateway Entry Signage Installation Services within the City; and WHEREAS, pursuant to Resolution No. 23-133, the City Commission accepted the proposal of Original Impressions, LLC and authorized the City Manager to enter into an agreement for said services, in an amount not to exceed One Hundred Ninety -Nine Thousand Dollars ($199,00.00); and WHEREAS, the City desires to end the Agreement for convenience pursuant to Article 10 of the Agreement between the City and Original Impressions LLC following proper notice; and WHEREAS, the City Manager has confirmed no invoices have been received from Original Impressions, LLC, nor have any services been provided; and WHEREAS, the City Commission finds that terminating the contract with Original Impressions, LLC. for Gateway Entry Signage Installation Services would be in the best interests of the City of Opa-Locka and its residents. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: SECTION 1. The recitals to the preamble herein are incorporated by reference. SECTION 2. The City Commission of the City of Opa-Locka, Florida hereby terminates the contract with Original Impressions LLC. for convenience for the provision of Gateway Entry Signage Installation Services pursuant to Article 10 of the Agreement between the parties after proper notice and as set forth in Exhibit "A" hereto. Resolution No. 24-055 SECTION 3. 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 following review by the City Attorney and without need of public hearing, by filing a corrected copy of same with the City. SECTION 4. This Resolution shall take effect upon adoption and is subject to the approval of the Governor or Governor's Designee. PASSED and ADOPTED this 10th day of April, 2024. ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: anna Flores, City Clerk Bu dette Norris -Weeks, P.A. City Attorney Moved by: Vice Mayor Ervin Seconded by: Commissioner Bass VOTE: 4-0 Commissioner Bass YES Commissioner Kelley ABSENT Commissioner Williams YES Vice Mayor Ervin YES Mayor Taylor YES 2 DocuSign Envelope ID: 1BCA8B62-80AE-459F-978A-56644A4CC727 City of Opa-locka Agenda Cover Memo Department Manager: Adelina Gross Department Director Signature: ,-oauswbed by. -¢at,,,G;te- (a',...aa Encg79rApAna is Interim City Manager: Commission Meeting Date: Darvin Williams CM Signature: o«uarona by: _J�� remr.07G1 FnnF4oa 04.10.2024 Item Type: (Enter Xin box) Resolution Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (EnterX in box) 1Reading 204 Reading X Public Hearing: (EnterX in box) Yes No Yes No X X Funding Source: Account#: (Enter Fund & Dept) Ex: See Financial Impact Section Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (EnterX in box) Yes No RFP/RFQ/Bid#: X Strategic Plan Related (Enter Xin box) Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the specific objective/strategy this item will address) X Enhance Organizational El Bus. & Economic Dev • Public Safety MI Quality of Education • Qual. of Life & City Image i♦ Communication No Sponsor Name City Manager Department: Capital Improvements Program City Manager Short Title: A Resolution Terminating the Contract with Original Impressions LLC for the Gateway Entry Signs Project and Rejecting All Bids for RFP No.23-0609200 Staff Summary The City issued Request for Proposal (RFP) No. 23-0609200 seeking a professional company to install the Gateway Entry Signage. The City Commission accepted the proposal of Original Impressions, LLC and authorized the City Manager to enter into an agreement for said services under Resolution No. 23433. The City's Administration believes that it is in the best interest of the City to terminate its contract with Original Impressions, LLC for convenience and further authorize the City Manager to reject all bids received under RFP No. 23-0609200. At this time, no invoices have been received nor have services been rendered, therefore no expenses have been incurred. DocuSign Envelope ID: 1BCA8862-80AE-459F-97BA-56644A4CC727 Financial Impact There is no financial impact for this item. Staff recommends termination of the contract with Original Impressions LLC and rejecting all bids for RFP No. 23-0609200. Attachment: 1. Agenda 2. Termination Letter 3. Resolution No. 23-133 4. Executed Contract Agreement Sponsored by: Interim City Manager RESOLUTION NO. 23-133 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, ACCEPTING THE PROPOSAL OF ORIGINAL IMPRESSIONS, LLC. FOR GATEWAY ENTRY SIGNAGE INSTALLATION SERVICES, PURSUANT TO RFP NO. 23-0609200 AND FURTHER AUTHORIZING THE INTERIM CITY MANAGER TO ENTER INTO AN AGREEMENT WITH ORIGINAL IMPRESSIONS, LLC. FOR SAID SERVICES, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED NINETY-NINE THOUSAND DOLLARS ($199,00.00); PROVIDING FOR ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on May 8, 2023, the City of Opa-Locka ("City") published Request for Proposals (RFP) No. 23-0609200 to obtain Gateway Entry Signage Installation Services within the City; and WHEREAS, three (3) sealed proposal were received by the City Clerk's Office and certified by the City Clerk on June 23, 2023; and WHEREAS, the Interim City Manager recommends approval of Original Impressions LLC. The company is one of the nation's largest, state-of-the-art transactional printing, postal, mail, and signage organizations with 41 years of experience; and WHEREAS, at eight key gateways into the City, the company will provide design, fabrication (two sites), rehabilitation (six sites) and installation services for gateway signage, including planting low maintenance and drought tolerant native species and illumination/ solar power lighting; and WHEREAS, the City Commission finds that acceptance of Original Impressions, LLC.'s proposal for Gateway Entry Signage Installation Services within the City and entering into an agreement with said company is in the best interest of the City of Opa- Locka and its residents. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: SECTION 1. The recitals to the preamble herein are incorporated by reference. SECTION 2. The City Commission of the City of Opa-Locka, Florida hereby accepts the proposal of Original Impressions, LLC. relating to Request for Proposals (RFP) 23- 0609200, for Gateway Entry Signage Installation Services within the City, and authorizes the Interim City Manager to enter into an agreement for same, attached hereto as Exhibit "A", in an amount not to exceed One Hundred Ninety -Nine Thousand Dollars ($199,00.00). Resolution No. 23-133 SECTION 3. 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 following review by the City Attorney and without need of public hearing, by filing a corrected copy of same with the City. SECTION 4. This Resolution shall take effect upon adoption and is subject to the approval of the Governor or Governor's Designee. PASSED and ADOPTED this 1311 day of September, 2023. ATTEST: oanna Flores, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: B rtadette N. rris-Weeks, P.A. City Attorney Moved by: Commissioner Bass Seconded by: Commissioner Williams VOTE: 5-0 Commissioner Bass YES Commissioner Kelley YES Commissioner Williams YES Vice Mayor Ervin YES Mayor Taylor YES John H. f= ylor Jr., Mayor 2 Resolution No. 23-133 3 City of Opa-locka Agenda Cover Memo City Manager: Darvin Williams CM Signature: CA -C " f/(/t/ `✓` Commission Meeting Date: 9/13/23 Item Type: (EnterX in box) Resolution Ordinance Other X Fiscal Impact: (EnterX in box) Yes No Ordinance Reading: (EnterX in box) 1st Reading 2nd Reading ) X Public Hearing: (EnterX in box) Yves No Yes No X X Funding Source: Account# : (Enter Fund & Dept) Ex: See Financial Impact Section Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (EnterX in box) Yes No RFP/RFQ/Bid#: X Strategic Plan Related (EnterX in box) Yes No Strategic Plan Priority Area: Enhance Organizational p Bus. & Economic Dev IN ; Public Safety 0 Quality of Education p Qual. of Life & City Image Communication El Strategic Plan Obj./Strategy: (list the specific objective/strategy this item will address) X Sponsor Name City Manager Department: City Manager Short Title: A resolution authorizing the Interim City Manager to accept the proposal of Postal Center International Original Impressions LLC for Gateway Entry Signage Installation and Services pursuant to RFP No. 23- 0609200 and further authorizing the Interim City Manager to enter into an agreement with Postal Center International Original Impressions, LLC for said services. Staff Summary: Request for Proposals (RFP) 23-0609200 was published on May 08, 2023, for Gateway Entry Signage Installation and Services. Three (3) companies submitted proposal documents which were certified by the City Clerk on June 23, 2023. The Interim City Manager recommends approval of Postal Center International Original Impressions LLC. (PCIOI). The company is one of the nation's largest, state-of-the-art transactional printing, postal, mail, and signage organizations with 41 years of experience. At eight key gateways into the City, PCIOI wi11 provide design, fabrication (two sites), rehabilitation (six sites) and installation services for gateway signage, including planting low maintenance and drought tolerant native species and illumination/solar power lighting. Financial Impact: The winning bid proposed a cost of $199,000. Staff recommends an additional 10% contingency to be available to address unforeseen circumstances justifying a change order. The FY 24 Proposed Budget for this project (44-541847) had forecasted $140,000 to be spent in FY 23 and $140,000 in FY 24. Since the project won't begin until FY 24, the first budget amendment for FY 24 will bring forward $78,900 of the $140,000' unspent in FY 23 to fully fund the project cost and contingency. Proposed Action: Staff recommends the City Commission approve the recommendation for Postal Center International Original Impressions, LLC, authorize the Interim City Manager to enter into an agreement with said company for $199,000 and to further establish a 10% contingency of $19,900 to address unforeseen circumstances. Attachment: RFP No. 23-0609200 Bid Certification Bid Proposal EVALUATION FORM RFP No. 23-0609200 Gateway Entry Signage Installation and Services By signing this form as an Evaluator, I certify that I have no conflict of interest. Reviewer Name: Signature: Firm Name: Aviczft Fu s Tr,J DDRepro Graphics and Marketing Evaluation Notes: Criterion Experience and Qualifications 64 References ,3 Resources and Approach Price Proposal /i Rating Firm Name: Evaluation Criterion Date: si..11- Zo23 No P01%.r.- c.qc Pz e7-4Ra-s of PRoi tt, L)DRz PCI Rating Experience and Qualifications f References Z Resources and Approach Z, Price Proposal Firm Name: Evaluation Criterion Experience and Qualifications References q Resources and Approach Z Price Proposal I Ratin Notes: m a t ris)s PRa � !� Q 1/%,i) 56 Pizza 25 -ex/ye Excla Specialty Contractor Solutions, LLC Notes: J'2 Nm i PR4d2_,A R ce.v1PRe Ngovsixt /DPW-lic# 12, ,fc PRav2p% 7?( • u%> ox 3 ociii EVALUATION FORM RFP No. 23-0609200 Gateway Entry Signage Installation and Services By signing this form as an Evaluator, I certify that I have no conflict of interest. Reviewer Name: Signature: Firm Name: DDRepro Graphics and Marketing Evaluation Notes: Criterion Ratin Experience and Qualifications /� References "� Resources and Approach l Price Proposal ., Firm Name: Evaluation Criterion Experience and Qualifications 4. References .2 Resources and Approach 0 Price Proposal Date: L 7// 1:12.)S 4 Li/oxfac Utter -it LAM h-tY1 4=116614--,v l,-6 c G -1x„ p OlLk eAV/AV4it_Ei PCI Ratin Firm Name: Evaluation Criterion Experience and Qualifications References .7 Resources and Approach Price Proposal Rating Notes: 01.41 iv ( &Paz orzA, c4; 1-24---A-11111, Uj /t-6aLZiAt G,G .I-Io 7/ LI; S7art-_( Excla Specialty Contractor Solutions, LLC Notes: 5 6fn0&1/1/1/ 4116- a+�RAP-7 is 4,rrw 1,%�� 3 WIN, ('..p66,4&/..:, 'rot/0 3 I?L 7 t4aG r/a, (d4/; ' Vr�1frie HIP/al EVALUATION FORM RFP No. 23-0609200 Gateway Entry Signage Installation and Services By signing this form as an Evaluator, I certify that 1 have no conflict of interest Reviewer Name: Signature: Firm Name: Evaluation Criterion Experience and Qualifications References Resources and Approach 2 Price Proposal 3 DDRepro Graphics and Marketing Radii Firm Name: Evaluation Criterion Notes: Date: (6A' \`� ?RV\oas es V :5 j c`o c (c\ ;,k(`A t.Q fQ\ (\CQ (q( .too'f \ r s`) flQS UJ :Q (`Q- PCI Rating Experience and Qualifications '3.. References Resources and Approach J Price Proposal Firm Name: Evaluation Criterion Experience and Qualifications References 3 Resources and Approach 2 Price Proposal 4 Rating Excla Specialty Contractor Solutions, LLC Notes: 0.14'1 EVALUATION FORM RFP No. 23-0609200 Gateway Entry Signage Installation and Services 8y signing this form as an Evaluator, I certify that I have no conflict of interest. Reviewer Name: Signatu re: Firm Name: Evaluation Criterion Experience and Qualifications 3 References 3 Resources and Approach Price Proposal DDRepro Graphics and Marketing Rating Firm Name: Evaluation Criterion Date: Notes: CO in c -C bt4- Adi Sur-. .1c Otto n e nr d-er w t l i tie pri C.f.. 7/1/2.3 PCI Rating Experience and Qualifications References Resources and Approach Price Proposal ium MEI Firm Name: Evaluation Criterion Experience and Qualifications References l Resources and Approach Price Proposal Notes: Ith k (prod 4 I_ic1-“1. Rating Excla Specialty Contractor Solutions, LLC Notes: • aCte It/GA e Otept S'e-e V--cor 0-C-46-f---e--e)v-‘ Poi EVALUATION FORM RFP No. 23-0609200 Gateway Entry Signage Installation and Services By signing this form as an Evaluator, I certify that I have no conflict of interest. Reviewer Name: Signature: Firm Name: Evaluation Criterion Experience and Qualifications 3 References 3 Resources and Approach Price Proposal 4. DDRepro Graphics and Marketing Rating Firm Name: Evaluation Criterion Experience and Qualifications References Resources and Approach Price Proposal LJ Date: Notes: aget t "Mar '0 r�rS �r Mpt'11.,mL'f1' Need VV1ore. btA5(ne;55 .e,cper'enec- . PCI Rating Firm Name: Evaluation Criterion Experience and Qualifications References Resources and Approach t9. Price Proposal 6., Rating Notes: pYi_D 1d mnre- \e dov ` c cl/)ne burr nc(SS Excla Specialty Contractor Solutions, LLC Notes: ry _ t s!/ 1(10.1- is `r t t 2 qi-erl4 )&)•,\k 1,Jt2. pe�ri �1c '2— , AGREEMENT FOR GATEWAY ENTRY SIGNAGE INSTALLATION SERVICES THIS IS AN AGREEMENT, dated they day of IV New -V(2023, between: THE CITY OF OPA-LOCKA, a Florida municipal corporation, hereinafter "CITY" and ORIGINAL IMPRESSIONS, LLC a Florida Corporation, hereinafter "CONTR ACTOR." WITNESSETH: 1n consideration of the mutual terms and conditions, 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 ofthe mutual considerations upon which this Agreement is based. 1.1 CITY is in need of a CONTRACTOR toprovidethe services for a project titled, Gateway Entry Signage Installation Services. 1.2 CITY finds it necessary to seek a professional, full -service company to provide design for the eight key gateways into the City, fabrication for two of the eight sites, rehabilitation to six of the eight sites, and to the eight key gateway provide installations services for gateway signage, including planting low maintenance and drought tolerant native species and illumination/solar power lighting. 1.3 CITY issued RFP 23-0609200 ("RFP"), seeking a professional company with the knowledge and ability to perform the services sought. 1.3 At its meeting of September 13, 2023, CITY selected CONTRACTOR to perform services needed that will provide professional full services ofa Design, Fabrication, Rehabilitation, Maintenance, and Installation for Signage at Eight Designated Gateways/Locations around the City (The Contractor will construct two new gateways and rehab six existing gateways). 1.4 Contractor's firm will be responsible for Design, Fabrication, Rehabilitation, Maintenance, and Installation for Signage at the Eight designated Gateways/Locations around the City. CONTRACTOR's project team agrees to demonstrate the necessary experience, skills, and understanding for services rendered pursuant to RFP No. 23-0609200. ARTICLE 2 SCOPE OF WORK 2.1 CONTRACTOR shall furnish all of the materials, tools, supplies, and labor necessary to perform all of the work described in the Request for Proposals RFP 23- 0609200, a copy of which is attached hereto and specifically made a part of this Agreement as Exhibit "A", Scope of Services. 2.2 CONTRACTOR shall abide by all specifications outlined in RFP 23-0609200. 2.3 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Agreement with CONTRACTOR, and that CONTRACTOR has the professional expertise, experience and manpower to perform the services to be provided by CONTRACTOR as set forth in CONTRACTOR'S response to RFP. 2.3 CONTRACTOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with applicable recognized professional standards and relevant Florida Statutes. ARTICLE 3 COMMENCEMENT OF SERVICES 3.1 The CONTRACTOR shall commence work as directed by CITY upon the effective date this Agreement is executed by both parties. ARTICLE 4 CONTRACT SUjVI 4.1 The CITY hereby agrees to pay CONTRACTOR for the faithful performance of this Agreement, for work completed in accordance with this Agreement and RFP 23-0609200. The payment for services pursuant to this Agreement shall not exceed One Hundred Ninety - Nine Thousand Dollars ($199,000.00). 4.2 CONTRACTOR shall be solely responsible for and shall provide for the payment of workers compensation insurance coverage and premium, and all other insurance pursuant to Article 5 below, withholding taxes, FICA, pension and profit-sharing contributions, retirement contributions, if any, all remunerations; all labor contract compliance, and all other charges, fees, permits and expenses associated with the employment of such personnel provided by CONTRACTOR hereunder. CITY shall bear no responsibility for any such charge, fees, permits or expenses associated with the employment of such personnel by CONTRACTOR. 4.3 Payment to CONTRACTOR for all tasks and charges under this Agreement shall be based on the following conditions: A. Disbursements. There are no reimbursable expenses associated with this Agreement. B. Payment Schedule. Invoices received from CONTRACTOR pursuant to this 21r. Agreement will be reviewed by the appropriate financial staff. If services have been rendered in conformity with the Agreement, the invoice will be sent to the City of Opa-Iocka' s Finance Department for payment and may need to be subsequently approved by the State of Florida. C. Availability of Funds. CITY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation from the CITY. D. Final Invoice. In order for both parties herein to close their books and records, the CONTRACTOR will clearly state "final invoice" on the CONTRACTORS final bill to the CITY. 4.4 The making and acceptance of the final payment shall constitute a waiver of all claims by the CITY. It shall also constitute a waiver of all claims by the CONTRACTOR, except those previously made and still unsettled. ARTICLE 5 CONTRACTOR'S LIABILITY INSURANCE 5.1 The CONTRACTOR shall not commence work under this contract until it has obtained all insurance required under this paragraph and such insurance has been approved by the CITY nor shall the CONTRACTOR allow any Subcontractor to commence work on his sub- contract until all similar such insurance required of the subcontractor has been obtained and approved. 5.2 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. 5.3 Financial Ratings must be no less than "A" in the latest edition of "Bests Key Rating Guide", published by AM. Best Guide. 5.4 Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed 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 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 coverage for the balance of the period of the contract and extension thereunder is in effect. The CONTRACTOR shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect. 5.5 Comprehensive General Liability insurance to cover bodily injury liability and property damage liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence/Two Million Dollars Aggregate ($2,000,000.00). Exposures to be covered are: • Premises and Operation • Products/Completed Operations • Broad Form Property Damages 3 1 1' .: • Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement. • Personal Injury Coverage with Employee and Contractual Exclusions removed, with minim limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence/One Million dollars Aggregate ($1,000,000.00) combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, and must include: • Owned vehicles • Hired and Non -Owned Vehicles • Employers' Non -Ownership. Worker's Compensation Coverage with Statutory limits and Employer's Liability coverage with minimum limits of One Million Dollars ($1,000,000.00). The City shall be listed as an additional insured (this may be specifically limited to the specific job(s) the Contractor will be performing); and it is required a minimum of 30 -day written notice of cancellation. 5.6 The CONTRACTOR shall hold the CITY, the City of Opa-locka their 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 an additional insured under their policy. 5.7 The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. ARTICLE 6 PROTECTION OF PROPERTY 6.1 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 on account of the work being carried on pursuant to this Agreement. ARTICLE 7 CONTRACTOR'S INDEMNIFICATION 7.1 The CONTRACTOR agrees to release the CITY from and against any and all liability and responsibility in connection with the above -mentioned matters. The CONTRACTOR further agrees not to sue or seek any money or damages from CITY in connection with the above- mentioned matters, except in the event that the CITY fails to pay to CONTRACTOR the fees and costs as provided for in Article 4 herein. 7.2 The CONTRACTOR agrees to indemnify and hold harmless the CITY, its trustees, elected and appointed officers, agents, servants and employees, from and against any and all 41" 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 CONTRACTOR's negligent acts, errors, or omissions. 7.3 If a court of competent jurisdiction holds the CITY liable for certain tortuous 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 maybe brought. ARTICLE 8 INDEPENDENT CONTRACTOR 8.1 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 all 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. 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 9. CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK 9.1 CITY or CONTRACTOR may request changes that would increase, decrease or otherwise modify the Scope ofServices/Basic Services to be provided underthis Agreement as described in Article 2 of this Agreement. Such changes or additional services must be in accordance with 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: PROJECT NAME PROJECT DESCRIPTION ESTIMATED PROJECT COST ESTIMATED COST FORADDITION OR CHANGE TO PROJECT CONTRACT ESTIMATED PROJECT COMPLETION DATE s4' 9.2 In no event will the CONTRACTOR be compensated for any work which has not been described in a separate written agreement executed by the parties hereto. ARTICLE 10 TERM AND TERMINATION 10.1 This Agreement shall commence upon execution of this Agreement and shall not exceed one fiscal year and has two options to renew of one-year term. 10.2 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. ARTICLE 11 CONTRACT DOCUMENTS 11.1 CONTRACTOR and CITY hereby agree that the following Specification and Contract Documents, which are attached hereto and made a part thereof, are fully incorporated herein and made a part of this Agreement, as if written herein word for word: this Agreement; RFP 23- 0609200 attached as Exhibit "A", and the Scope of Services attached hereto as Exhibit "B". ARTICLE 12 MISCELLANEOS 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 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. 12.2 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. 12.3 Records. CONTRACTOR shall keep 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 shall 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. 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. 61 1 CITY is a public agency subject to Chapter 119, Florida Statutes. To the extent CONTRACTOR is acting on behalf of CITY pursuant to Section 119.0701, Florida Statutes, CONTRACTOR shall: a. Keep and maintain public records that ordinarily and necessarily would be required to be kept and maintained by CITY were CITY performing the services under this agreement. b. Provide the public with access to such public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining public records and transfer to CITY, at no cost, all public records in possession of the CONTRACTOR upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CITY. e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CH. 119, F..S, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS AT: (305) 953- 2868; 780 Fisherman Street, Opa-Locka, FL 33054; jflores@opalockafl.gov. 12.4 Ownership of Documents. Reports, surveys, plans, studies, and other data provided in connection with this Agreement are and shall remain the property of CITY. 12.5 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. 12.6 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 or national delivery service with verified confirmation. If by 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: 71 CITY: Copy To: Contractor: Darvin Williams, Interim City Manager City of Opa-locka Municipal Complex 780 Fisherman Street, Fourth Floor Opa-locka, FL 33054 Burnadette Norris -Weeks, City Attorney Burnadette Norris -Weeks, P.A. 401 North Avenue of the Arts Fort Lauderdale, Florida 3331 1 Original Impressions, LLC Dennis R. Garcia, Executive Vice President & Chief Financial Officer 2965 West Corporate Lakes Blvd. Weston, FL 33331 12.7 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. 12.8 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. 12.9 Headings. Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 12.10 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. 12.1 1 Governing Law. This Agreement shall be governed by the laws of the State of Florida with venue lying in Miami -Dade County, Florida. 12.1 2 Disnutes. 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. 12.13 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. 12.14 Extent of Agreement. This Agreement together with Contract Documents, attached as an Exhibit hereto, as amended herein above represents the entire and integrated agreement between the CITY and the CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either written or oral. 8 1 '' 12.15 Waiver. Failure of the CITY to insist upon strict performance of any provision or condition of this Agreement, or to execute any right therein 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. ARTICLE 13 CONTRACT BOND 13.1 The Contractor is required to furnish a Performance Bond and Payment Bond, each, in the amount of 100% of the total BID Price, including alternates if any, with the City of Opa-locka as the oblige, as security for the faithful performance of the contract and for the payment of all persons performing labor or furnishing materials in connection herewith. The bonds shall be with a surety company authorized to do business in the State of Florida. 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: Joa'na Flores Cit} Clerk ►� 3o aoa?� APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Burn. deft- orris -W: eks City A .rney Williams Interim City Manager 9 1 '' CONTRACTOR ORIGINAL IMPRESSIONS, LLC WITNESSES: -1Vez ( BY: Dennis R. Garcia Executive Vice President & Chief Financial Officer ATTEST: SECRETARY STATE OF FLORIDA COUNTY OF' MIAMI-DADE) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared 1)t,4,n.1 co_co as ivr 4 c. f 0 of a Florida corporation, and acknowledged executed the foregoing Agreement as the proper official of oP-i(,,,an+- otj 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 in the State and County aforesaid on this /6 day of r✓livi.r' 2023. My Commission Expires: NOTARY PUBLIC •<IS•Y pis • BRANDON MARTON s^ Notary Public • State of Florida Commission # HH 408335 ... ..°.•' My Comm. Expires Jun 30, 2027 Bonded through National Notary Assn, 101 EXHIBIT — A RFP No. 23-0609200 EXHIBIT — B BID Document received from Original Impressions LLC in response to RFP No. 23-0609200 12 I Termination Letter Date: 03/06/2024 Original Impressions, LLC 2965 West Corporate Lakes Blvd. Weston, FL, 33331 Contract Number: RFP 23-0609200 Project/Service: Gateway Entry, Signage Installation and Services Dear Dennis R. Garcia, This letter is to notify you that the City of Opa-Iocka is terminating contract number (RFP 23-0609200) effective immediately. The contract is being terminated due to Contractor being unresponsive, the City has requested several updates and progress report on the project, representative states updates will be submitted, and none have been received timely (communications to this regard have been attached as Exhibit A). Termination for Convenience: A contract may be terminated in whole or in part by the City at any time and for any reason in accordance with this clause whenever the City determines that such termination is in the best interest of the City. This letter serves as the Final Decision for the City of Opa-Iocka. The decision is not appealable as this decision is generally applicable as well as being required by the City regulation. If you have any further questions regarding this issue and would like to speak with a City official, please call (305) 953-2868 . Sincerely, Darvin Williams, City Manager