HomeMy Public PortalAbout12-8392 C.A.P. Government Inc Related to Building Examiners and Inspection Services Sponsored by: City Manager
Resolution No. 12-8392
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA-LOCKA, FLORIDA, TO AUTHORIZE THE
CITY MANAGER TO ENTER INTO AND EXECUTE AN
AGREEMENT WITH C.A.P. GOVERNMENT, INC., FOR
CONSULTING SERVICES RELATED TO BUILDING
EXAMINERS AND INSPECTION SERVICES, FOR A ONE
(1) YEAR PERIOD, PIGGYBACKING ON THE TOWN OF
LAUDERDALE-BY-THE-SEA, RFP 12-01-01, , IN AN
AMOUNT NOT TO EXCEED THE TERMS OF THE
AGREEMENT, PAYABLE FROM ACCOUNT NUMBER 24-
524312; IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY; PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Manager recommends that the City Commission approve an
agreement with C.A.P. Government, Inc., ("CAP") to provide consulting services pertaining to
building examiners and inspection services; and
WHEREAS, the City of Opa-locka would piggyback on the Town of Lauderdale-by-the-
Sea RFP No. 12-10-01, which was awarded to CAP, with all of the same terms and conditions,
except as set forth herein; and
WHEREAS, if approved by the City Commission, the City shall enter into a one (1) year
agreement with CAP, with rights to renew the agreement for two (2) one-year periods, subject to
approval by the City Commission, with the option to cancel for cause with ninety days written
notice, or for convenience with 120 days written notice; and
WHEREAS, C.A.P. Government, Inc.'s, agreement with the Town of Lauderdale-by-
the-Sea is a 75% / 25% split of revenues, but the City of Opa-locka agreement will provide that
CAP will receive only 70% of gross proceeds, and the City of Opa-locka 30%; and
Resolution No. 12-8392
WHEREAS, entering into the agreement will have many benefits, such as eliminating
issues with the IRS, retention of licensed Building Code Administrator, and a decrease in the
City's long-term fiscal liability through a decrease in long-term overhead costs of full-time
employees, and it is expected that the arrangement will generate an anticipated profit of$60,000
annually; and
WHEREAS, the City of Commission of the City of Opa-locka desires the City Manager
to piggyback on the Town of Lauderdale-by-the-Sea and enter into and execute a one (1) year
Agreement with C.A.P. Government, Inc., for consulting services related to building examiners
and inspection services.
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 directs and authorizes the
City Manager to piggyback on the Town of Lauderdale-by-the-Sea contract, attached hereto,
and enter into and execute a one (1) year agreement with C.A.P. Government, Inc., for
consulting services related to building examiners and inspection services, with two one-year
options to the City, in substantially the same form as set forth in the attached agreement, and in
an amount not to exceed the terms of the Agreement, as set forth herein, payable from Account
Number 24-524312, and in a form acceptable to the City Attorney.
Section 3. This resolution shall take effect immediately upon adoption.
Resolution No. 12-8392
PASSED AND ADOPTED this 11`h day of April, 2012.
r
/
MY' , TAYLOR
MAYOR
• test to:
Jo nna Flores
I ,-rim City Clerk
Approved as to orm and legal sufficiency:
a 7/ i I II ! (
Jose. . : 7-1- www w
Cit , , ttorn:
Moved by: VICE MAYOR JOHNSON
Seconded by: COMMISSIONER MILLER
Commission Vote: 3-2
Commissioner Holmes: NO
Commissioner Miller: YES
Commissioner Tydus: YES
Vice-Mayor Johnson: YES
Mayor Taylor: NO
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City of Opa-Locka
Agenda Cover Memo
Commission Meeting 4/11/12 Item Type: Resolution Ordinance Other
Date: X
(EnterX in box)
Fiscal Impact: Ordinance Reading: 1st Reading 2nd Reading
(Enter X in box) Yes No (Enter X in box)
X Public Hearing: Yes No Yes No
(Enter X in box)
Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No
Account#24-524312 (EnterX in box) X
Contract/P.O.Required: Yes No RFP/RFQ/Bid#:
(EnterX in box) X Piggyback on City of Cutler Bay 07-
05r1
Strategic Plan Related Yes Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the
(Enter X in box) X specific objective/strategy this item will address)
Enhance Organizational n
Bus.&Economic Dev
Public Safety
Quality of Education
Qual.of Life&City Image n
Communcation
Sponsor Name City Manager Department: City Manager's Office
Short Title:
Agreement Between the City of Opa-locka and C.A.P. Government, Inc.to Provide Consulting Services Related
to Building Examiners and Inspection Services Piggybacking on the Town of Lauderdale-By-The-Sea RFP
Staff Summary:
Staff requests City Commission approval to authorize the City Manager to enter into an agreement with C.A.P.
Government, Inc.to provide consulting services pertaining to building examiners and inspection services.
C
Lauderdale-by-the-Sea's agreement is a 75%/25%split, though the City of Opa-locka agreement will stipulate that
C.A.P. Government, Inc. receive 70% of gross proceeds. The City shall receive 30% of all gross proceeds and all
professional services required under Florida law and County Ordinance for a municipal Building Department,
including inspections, plans review and supervised management by a licensed Building Code Administrator.
Attached is the executed contract between C.A.P. Government, Inc. and the Town of Lauderdale-by-the-Sea, a
municipality within Broward County. Staff recommends piggybacking on the Town of Lauderdale-by-the-Sea's RFP
No. 12-10-01, which was awarded to C.A.P Government, Inc.
If approved, the City shall enter into a three year agreement with C.A.P. Government, Inc. with rights to renew for
two period of one-year each. The City may also cancel for cause within ninety days and for convenience by the
City within 120 days written notice.
Approval will have a positive fiscal impact. Due to the recent audit by the Internal Revenue Service (IRS)
mandating that the City's procedure for paying building contractor's is not permissible and will have to be
changed to an employee status, the City will incur an increase in non-budgeted expenditures. Retaining C.A.P.
Government, Inc. will eliminate such issues with the IRS, retain a licensed Building Code Administrator, as
required under Florida law and County ordinance and decrease the City's long-term fiscal liability through a
decrease in two full-time staff positions. All existing employees will be retained by the City of Opa-locka. The
licensing and permitting functions will continue. The engineering function will be shifted to a funded position in
public works.
Based on an analysis of the Building Department, staff has noted that the minimum fee by C.A.P. Government,
Inc. is$120,000 or 70%of the Building Department's gross revenues. Therefore, based on last year's numbers,
this arrangement would have generated over$50,000 in profit to the City. The projected revenue number to the
Building Department this year is$17,198.48, however, with the hiring of C.A.P. Government, Inc. we anticipate a
net profit of an approximate $60,000 annualized.
Staff recently conducted a cursory analysis of maintaining the current status of the Building Department,
outsourcing the professional aspects to a public or to a private company at different cost-sharing rates. Based on
this analysis, outsourcing eliminates the long-term overhead costs of two budgeted full-time positions, any
pending IRS issues pertaining to consulting/employee status and decreases the City's fiscal liability by initiating a
cost-sharing relationship to maintain a positive fiscal outlook. C.A.P. Government, Inc. has been temporarily
serving in a limited capacity as the City's Building Code Administrator and staff feels comfortable with an approval
through piggybacking on the Town of Lauderdale-by-the-Sea's RFP award.
Pro••,osed Action:
_ Y
Staff recommends approval.
Attachment:
1) Staff Analysis of Budgetary Options
2) Town of Lauderdale-by-the-Sea Agreement with C.A.P. Government, Inc.
PP O LOC-4
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Memorandum
To: Mayor Myra L. Taylor
Vice Mayor Dorothy Johnson
Commissioner Timothy Holmes
Commissioner Rose Tydus
Commissioner Gail Miller
FROM: B innie, City Manager
DATE: Apri , 012
RE: Agreement Between the City of Opa-locka and C.A.P. Government, Inc. to
Provide Consulting Services Related to Building Examiners and Inspection
Services Piggybacking on the City of Cutler Bay RFP
Request: APPROVAL OF A RESOLUTION TO AUTHORIZE THE CITY MANAGER
TO ENTER INTO AND EXECUTE AN AGREEMENT WITH C.A.P.
GOVERNMENT, INC. FOR CONSULTING SERVICES RELATED TO
BUILDING EXAMINERS AND INSPECTION SERVICES FOR A THREE-
YEAR PERIOD, PIGGYBACKING ON THE TOWN OF LADERDALE-BY-
THE-SEA RFP 12/10/01, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY, IN AN AMOUNT NOT TO EXCEED THE TERMS OF THE
AGREEMENT PAYABLE FROM ACCOUNT # 24-524312.
Description: Staff requests City Commission approval to authorize the City Manager to enter into
an agreement with C.A.P. Government, Inc. to provide consulting services pertaining
to building examiners and inspection services.
Lauderdale-by-the-Sea's agreement is a 75%/25% split, though the City of Opa-
locka agreement will stipulate that C.A.P. Government, Inc. receive 70% of gross
proceeds. The City shall receive 30% of all gross proceeds and all professional
services required under Florida law and County Ordinance for a municipal Building
Department, including inspections, plans review and supervised management by a
licensed Building Code Administrator. Attached is the executed contract between
C.A.P. Government, Inc. and the Town of Lauderdale-by-the-Sea, a municipality
within Broward County. Staff recommends piggybacking on the Town of
1
Lauderdale-by-the-Sea's RFP No. 12-10-01, which was awarded to C.A.P
Government, Inc.
If approved, the City shall enter into a three year agreement with C.A.P.
Government, Inc. with rights to renew for two period of one-year each. The City
may also cancel for cause within ninety days and for convenience by the City within
120 days written notice.
Account Number: Account# 24-524312.
Financial Impact: Approval will have a positive fiscal impact. Due to the recent audit by the
Internal Revenue Service (IRS) mandating that the City's procedure for
paying building contractor's is not permissible and will have to be changed to
an employee status, the City will incur an increase in non-budgeted
expenditures. Retaining C.A.P. Government, Inc. will eliminate such issues
with the IRS,retain a licensed Building Code Administrator, as required
under Florida law and County ordinance and decrease the City's long-term
fiscal liability through a decrease in two full-time staff positions. All existing
employees will be retained by the City of Opa-locka. The licensing and
permitting functions will continue. The engineering function will be shifted
to a funded position in public works.
Based on an analysis of the Building Department, staff has noted that the
minimum fee by C.A.P. Government, Inc. is $120,000 or 70% of the
Building Department's gross revenues. Therefore, based on last year's
numbers, this arrangement would have generated over $50,000 in profit to the
City. The projected revenue number to the Building Department this year is
$17,198.48, however, with the hiring of C.A.P. Government, Inc. we
anticipate a net profit of an approximate $60,000 annualized.
Implementation Time Line: Immediately
Legislative History: None
Recommendation(s): Staff recommends approval.
Analysis: Staff recently conducted a cursory analysis of maintaining the current status of the
Building Department, outsourcing the professional aspects to a public or to a private
company at different cost-sharing rates. Based on this analysis, outsourcing
eliminates the long-term overhead costs of two budgeted full-time positions, any
pending IRS issues pertaining to consulting/employee status and decreases the City's
fiscal liability by initiating a cost-sharing relationship to maintain a positive fiscal
outlook. C.A.P. Government, Inc. has been temporarily serving in a limited capacity
as the City's Building Code Administrator and staff feels comfortable with an
approval through piggybacking on the Town of Lauderdale-by-the-Sea's RFP award.
2
Attachment(s): 1) Staff Analysis of Budgetary Options
2) Town of Lauderdale-by-the-Sea Agreement with C.A.P. Government, Inc.
Prepared by: Jordan W. Leonard, Assistant to the City Manager
End of Memorandum
3
Current Building Department Expenses & Revenues:
Building Revenues Only
Occupational Field Inspections $5,500.00
Building Permits $160,000.00
Electrical Permits $65,000.00
Plumbing Permits $25,000.00
Certificates of Occupancy $1,000.00
Landlord Permits $0.00
Subtotal: $256,500.00
Building Expenses Only
Building Director $108,206.59
Chief Inspector $81,094.93
Professional Services(Inspectors) $50,000.00
Subtotal: $239,301.52
Total Profit for Building Department: $17,198.48
Conversion to C.A.P. Government at a 30%/70% Split (City/Private)
Building Revenues Only
Occupational Field Inspections $5,500.00
Building Permits $160,000.00
Electrical Permits $65,000.00
Plumbing Permits $25,000.00
Certificates of Occupancy $1,000.00
Landlord Permits $0.00
Subtotal: $256,500.00
Building Expenses Only
'Payment to C.A.P. of 70%Gross Revenues I $179,550.00
Subtotal: $179,550.00
Total Profit for Building Department: $76,950.00
Net Difference from Current *: $59,751.52
AGREEMENT BETWEEN
THE TOWN OF LAUDERDALE-BY-THE-SEA
AND
C.A.P. GOVERNMENT, INC.
FOR
BUILDING PLANS REVIEW AND INSPECTION SERVICES
RFP No. 12-10-01
This Agreement is made and entered into the // day of kJL .&-rdu2."/ , 2011 by and between
the Town of Lauderdale-By-The-Sea, a Florida municipal corporation, ("TOWN"), and C.A.P.
Govermnent, Inc. ("CONTRACTOR") for Plan Review and Inspection Services ("Agreement").
References in this Agreement to "Town Manager" shall include the Town Manager of the TOWN or her
designee.
WITNESSETH:
WHEREAS, the TOWN released Request for Proposals No. 12-10-01 for Building Plans Review and
Inspection Services; and
WHEREAS, on November 29, 2011, the Town Commission concurred with staff's recommendation and
directed staff to negotiate a contract with CONTRACTOR; and
WHEREAS, TOWN and CONTRACTOR desire to enter into this Agreement whereby the duties and
obligations each to the other are set forth.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS
HEREIN EXPRESSED AND THE FAITHFUL PERFORMANCE OF ALL SUCH COVENANTS AND
CONDITIONS, TOWN AND CONTRACTOR AGREE AS FOLLOWS:
SECTION 1. SCOPE OF SERVICES
1.1 The CONTRACTOR shall meet the requirements and perform the services described
herein and in the manner and as described in the Request for Proposals for Plan Review
and Inspection Services, RFP No. 12-10-01 (the"RFP"), attached hereto and incorporated
herein as Exhibit "A" and the CONTRACTOR'S Proposal, attached hereto and
incorporated herein as Exhibit "B". The scope of services required by Exhibit "A",
Exhibit"B" and this Agreement shall be referred to as"Services".
1.2 CONTRACTOR agrees and acknowledges that CONTRACTOR did not take any
exceptions to the RFP and is prohibited from exempting any provision of the RFP or of
this Agreement in any of CONTRACTOR'S Services pursuant to this Agreement. The
provisions and requirements of Exhibit "A" are hereby ratified and confirmed and are
Building Plans Review and Inspection Services
incorporated herein by this reference. CONTRACTOR shall comply with each and every
provision of the RFP.
1.3 CONTRACTOR shall provide zoning inspections and zoning plan review as requested by
TOWN. Compensation for this task is included in Section 3.1 hereof.
1.4 If requested by Town Manager, CONTRACTOR shall render additional plans review or
inspection services, such as,but not limited to:
A. The completion of the review and inspection of projects previously handled by
Broward County on behalf of the TOWN;
B. After-hours emergency response for life-safety issues;
C. permit review and inspections when the TOWN has waived the permit fees; or
D. Comprehensive emergency management response.
Any such additional work shall be performed at the hourly rate set forth in the schedule
of fees included in Exhibit`B".
SECTION 2.TERM
2.1 The term of this Agreement is three years, which shall begin on January 3, 2012, and
shall extend until December 31, 2014 ("Term") unless this Agreement is terminated
earlier in accordance with the terms of this Agreement.
2.2 At the end of the Term, the TOWN shall have the option to renew this Agreement for two
(2)periods of one year each ("Renewal Term"). This provision in no way limits either
party's right to terminate this Agreement at any time during the Term or any Renewal
Term,pursuant to Section 4 of the Agreement.
2.2.1 Each Renewal Term shall be upon the same tenns, covenants and conditions as in
this Agreement, except that there will be no further privilege of extension for the
Term of this Agreement beyond the period referred to above.
2.2.2 TOWN shall exercise its right to an extension of the Term of this Agreement by
notifying CONTRACTOR in writing by certified mail, return receipt requested or
by hand delivery, of its election to exercise its option to renew this Agreement.
Said notice shall be provided not later than sixty(60) days prior to the expiration of
the Term, or any Renewal Term.
2.3 On December 14, 2011, TOWN and CONTRACTOR shall develop and implement a
transition plan, which shall include, at a minimum the elements set forth below.
2.3.1 CONTRACTOR shall coordinate with the TOWN'S Development Services
Director and TOWN'S administrative staff on a day-to-day basis to become
familiar with the current working environment and with the customers.
CONTRACTOR shall also become familiar with TOWN operations, including,
by example and not limitation, computers, hardware, software, and office
equipment.
2.3.2 All TOWN permits opened by Broward County shall be completed by Broward
County. Should Broward County decline to complete the processing for these
Page 2ofl2
Building Plans Review and Inspection Services
permits, the CONTRACTOR shall perform all necessary services for processing
the permits and invoice TOWN at the hourly rates set forth in Exhibit`B".
2.3.3 CONTRACTOR shall begin to process all permits no later than January 3, 2012.
SECTION 3. COMPENSATION
3.1 CONTRACTOR shall be compensated for its Services by receiving seventy-five (75%)
percent of actual revenue received by TOWN for permit applications (net of refunds)
according to the TOWN'S records.
3.2 '[OWN shall pay CONTRACTOR monthly in accordance with the Florida Prompt
Payment Act; however, payment may be withheld by the Town Manager, for failure of
CONTRACTOR to comply with a term, condition or requirement of this Agreement.
3.3 Notwithstanding any provision of this Agreement to the contrary, Town Manager may
withhold, in whole or in part, payment to the extent necessary to protect itself from loss
on account of inadequate or defective work of CONTRACTOR that has not been
remedied or resolved in a manner satisfactory to Town Manager. The amount withheld
shall not be subject to payment of interest by TOWN.
3.4 Payment shall be made to CONTRACTOR at:
C.A.P. Government, Inc.
Attention: Carlos A. Penin,P.E.,President
8350 NW 52nd Terrace, Suite 209
Doral,Florida 33166
or by Electronic Funds Transfer(EFT) as determined by the TOWN.
3.5 CONTRACTOR agrees to keep such records and accounts as may be necessary, for such
time period as required by Florida Statutes, in order to record complete and correct
entries as to personnel hours charged for which CONTRACTOR receives
reimbursement. Such books and records shall be available at reasonable times for
examination and audit by TOWN.
3.6 The TOWN shall adopt a permit fee schedule by Resolution, which shall be determined
by TOWN in its sole discretion and may be changed by TOWN from time to time at
TOWN'S discretion.
3.7 Upon termination of this Agreement, CONTRACTOR shall refund to TOWN all permit
fees not previously remitted to TOWN in accord with this Agreement.
SECTION 4. TERMINATION
4.1 This Agreement may be terminated for cause by TOWN or the CONTRACTOR if a
breach has not corrected within ninety(90) days after written notice from the other party.
Termination of this Agreement for cause shall include but not be limited to, failure to
suitably perform the services, failure to continuously perform the services in a manner
calculated to meet or accomplish the objectives of TOWN as set forth in this Agreement
or multiple breach of the provisions of this Agreement notwithstanding whether any such
breach was previously waived or cured.
Page 3 of 12
Building Plans Review and Inspection Services
4.2 This Agreement may be terminated for convenience of the TOWN upon not less than one
hundred and twenty(120)days'written notice by TOWN to the CONTRACTOR.
In the event this Agreement is terminated for convenience, CONTRACTOR shall be paid
for any services performed to the date the Agreement is terminated; however, upon being
notified of TOWN'S election to terminate, CON TRACTOR shall refrain from performing
further services or incurring additional expenses under the terms of this Agreement unless
specifically requested by TOWN. CONTRACTOR acknowledges and agrees that Ten
Dollars ($10.00) of the compensation to be paid by TOWN, the adequacy of which is
hereby acknowledged by CONTRACTOR, is given as specific consideration to
CONTRACTOR for TOWN'S right to terminate this Agreement for convenience.
4.3 This Agreement may be terminated by the Town Manager upon such notice as the Town
Manager deems appropriate in the event Town Manager determines that termination is
necessary to protect the public health, safety, or welfare.
4.4 Notice of termination shall be provided in accordance with the "NOTICES" Section of
this Agreement except that notice of termination by Town Manager to protect the public
health, safety or welfare may be verbal notice that shall be promptly confirmed in writing
in accordance with the "NOTICES" section of this Agreement.
43 In the event this Agreement is terminated, any compensation payable to CONTRACTOR
shall be withheld until all documents are provided to TOWN pursuant to Section 7.2 of
this Agreement. in no event shall the TOWN be liable to CONTRACTOR for any
additional compensation, other than that provided herein, or for any consequential or
incidental damages.
SECTION 5. INDEMNIFICATION
5.1 CONTRACTOR shall at all times indemnify, and hold harmless and defend, the TOWN
of and from any and all fines, suits, claims, demands, penalties, losses and actions
(including attorney's fees and costs), including but not limited to, any injury to persons or
damage to or loss of property caused by CONTRACTOR or its agents, employees or
subcontractors, in the performance of this Agreement or in any way arising from this
Agreement, whether such is caused by such person's negligence, gross negligence,
willful misconduct, or breach of this Agreement, including, without limitation, such
person's actions, in connection with providing the Services hereunder, or failure to
provide such Services, to the extent permitted by applicable law. This covenant shall
survive the expiration or earlier termination of this Agreement. The provisions of this
indemnity shall survive the expiration or termination of this Agreement.
5.2 To the extent considered necessary by the Town Manager and the Town Attorney, any
sums due CONTRACTOR under this Agreement may be retained by TOWN until all of
TOWN'S claims for indenmification pursuant to this Agreement have been settled or
otherwise resolved, and any amount withheld shall not be subject to payment of interest
by TOWN.
5.3 In any and all claims against the TOWN, or any of their agents or employee's by any
employee of the CONTRACTOR, any sub-contractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, the
indemnification obligation under this Paragraph shall not be limited in any way by any
Pave 4 of[2
Building Plans Review and Inspection Services
limitation on the amount or type of damages, compensation, or benefits payable by or for
the CONTRACTOR, or any sub-contractor under Worker's Compensations Acts,
Disability Benefit Acts or other Employee Benefits Acts. Nothing in this section shall
affect the immunities of the TOWN pursuant to Chapter 768,Florida Statutes.
SECTION 6. INSURANCE
Throughout the term of this Agreement, CONTRACTOR shall maintain insurance in the type and
amounts and pursuant to the requirements set forth below. The underwriter of such insurance shall be
qualified to do business in Florida and have agents upon whom service of process may be made in the
State of Florida. The insurance coverage shall be primary insurance with respect to the CONTRACTOR,
its officials. employees, agents and volunteers. Any insurance maintained by the TOWN shall be in
excess of the CONTRACTOR'S insurance and shall not contribute to the CONTRACTOR'S insurance.
The insurance coverage shall include a minimum of:
6.1 Worker's Compensation and Employer's Liability Insurance: Coverage to apply for
all employees for statutory limits as required by applicable State and Federal laws.
6.2 Comprehensive Automobile and Vehicle Liability Insurance: This insurance shall be
written in comprehensive form and shall protect the TOWN and the CONTRACTOR
against claims for injuries to members of the public and/or damages to property of others
arising from the CONTRACTOR'S use of motor vehicles or any other equipment and
shall cover operations with respect to onsite and offsite operations. Insurance coverage
shall extend to any motor vehicles or other equipment irrespective of whether the same is
owned, non-owned, or hired. The limit of liability shall not be less than $1,000.000.00
per occurrence for Bodily Injury and Property Damage and for Hired& Non Owned Auto
Liability.
6.3 Comprehensive General Liability. This insurance shall be written in comprehensive
form and shall protect the TOWN and the CONTRACTOR against claims arising from
injuries to members of the public or damage to property of others arising out of any act or
omission to act of the CONTRACTOR or any of its agents, employees, or subcontractors.
The limit of liability shall not be less than combined single limit of$1,000,000.00 per
occurrence and $2,000,000.00 in the aggregate for Bodily Injury and Property Damage.
Comprehensive General Liability insurance shall include endorsements for property
damage; personal injury; contractual liability; completed operations; products liability
and independent contractors' coverage.
(a) The TOWN is to be specifically included as an additional insured for the liability
of the CONTRACTOR resulting from operations performed by or on behalf of TOWN in
performance of this Agreement. CONTRACTOR'S insurance, including that applicable
to the TOWN as an additional insured, shall apply on a primary basis and any other
insurance maintained by the TOWN shall be in excess of and shall not contribute to
CONTRACTOR'S insurance. CONTRACTOR'S insurance shall contain a severability
of interest provision providing that, except with respect to the total limits of liability, the
insurance shall apply to each insured or additional insured in the same manner as if
separate policies had been issued to each.
6.4 Professional Liability (Errors & Omissions): $2,000,000.00 policy to be written on a
claims made basis.
6.5 Certificate of Insurance: Prior to the execution of this Agreement, CONTRACTOR
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Building Plans Review and Inspection Services
shall provide the TOWN Manager with evidence of insurability from the
CONTRACTOR'S insurance carrier or a Certificate of Insurance. Prior to
commencement of any Services hereunder, CONTRACTOR shall provide to the TOWN
Manager, Certificates of Insurance evidencing the required insurance coverage's. The
Certificates of Insurance shall not only name the types of policy(ies) provided, but also
shall specifically Name the TOWN as additionally insured. The TOWN reserves the
right to require the CONTRACTOR to provide endorsements or a certified copy of such
policies, upon written request by the TOWN. If a policy is due to expire prior to the
completion of the Services hereunder, renewal Certificates of Insurance or policies shall
be furnished thirty (30) calendar days prior to the date of their policy expiration. Each
policy certificate shall be endorsed with a provision that not less than thirty(30) calendar
days' written notice shall be provided to the CONTRACTOR and the TOWN before any
policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to
approval of the TOWN Manager.
6.6 All deductibles or self-insured retentions must be declared to and be approved by the
TOWN Manager. The CONTRACTOR shall be responsible for the payment of any
deductible or self-insured retentions in the event of any claim. The TOWN Manager may
require the CONTRACTOR, at any time subsequent to the execution of this Agreement,
to provide a bond or other monetary consideration to cover the CONTRACTORS'
deductible for Professional Liability Insurance.
SECTION 7. MISCELLANEOUS
7.1 Ownership of Documents. Unless otherwise provided by law, any and all reports,
surveys, and other data and documents provided or created in connection with this
Agreement are and shall remain the property of TOWN. Upon termination of this
Agreement, any reports, photographs, surveys and other data and documents prepared by
CONTRACTOR, whether finished or unfinished, shall become the property of TOWN
and shall be delivered by CONTRACTOR to the Town Manager within seven(7)days of
termination of this Agreement or on the date agreed to by the parties. Any compensation
due to CONTRACTOR shall be withheld until all documents are received as provided
herein.
7.2 Audit and Inspection Rights and Retention of Records. TOWN shall have the right to
audit the books, records and accounts of CONTRACTOR that are related to this
Agreement. CONTRACTOR shall keep such books, records, and accounts as may be
necessary in order to record complete and correct entries related to this Agreement.
CONTRACTOR shall preserve and make available, at reasonable times for examination
and audit by TOWN, all financial records, supporting documents, statistical records, and
any other documents pertinent to this Agreement for the required retention period of the
Florida Public Records Act (Chapter 119, Florida Statutes), if applicable, or, if the
Florida Public Records Act is not applicable, for a minimum period of three (3) years
after termination of this Agreement, unless CONTRACTOR is notified in writing by
TOWN of the need to extend the retention period. Such retention of such records and
documents shall be at CONTRACTOR'S expense. If any audit has been initiated and
audit findings have not been resolved at the end of the retention period or three (3) years,
whichever is longer, the books, records, and accounts shall be retained until resolution of
the audit findings.
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The CONTRACTOR understands that the public shall have access at all reasonable times
to all documents and information pertaining to TOWN contracts, subject to the provisions
of Chapter 119, Florida Statutes, and agrees to allow access by the TOWN and the public
to all documents subject to disclosure under all applicable law.
When the Florida Public Records Act is applicable to CONTRACTOR'S records,
CONTRACTOR shall comply with all requirements thereof; however, no confidentiality
or non-disclosure requirement of either federal or state law shall be violated by
CONTRACTOR. Any incomplete or incorrect entry in such books, records, and
accounts shall be a basis for TOWN'S disallowance and recovery of any payment upon
such entry.
In addition, CONTRACTOR shall respond to the reasonable inquiries of successor
CONTRACTORS and allow successor CONTRACTORS to receive working papers
relating to matters of continuing significance.
In addition, CONTRACTOR shall provide a complete copy of all working papers to the
TOWN, prior to final payment by the TOWN, in accordance with the RFP for
CONTRACTOR services.
7.3 Policy of Non Discrimination. CONTRACTOR shall not discriminate against any
person in its operations, activities or delivery of services under this Agreement.
CONTRACTOR shall affirmatively comply with all applicable provisions of federal,
state and local equal employment laws and shall not engage in or commit any
discriminatory practice against any person based on race, age, religion, color, gender,
sexual orientation, national origin, marital status, physical or mental disability, political
affiliation or any other factor which cannot be lawfully used as a basis for service
delivery.
7.4 Public Entity Crime Act. CONTRACTOR represents that the execution of this
Agreement will not violate the Public Entity Crime Act (Section 287.133, Florida
Statutes), which essentially provides that a person or affiliate who is a contractor,
consultant or other provider and who has been placed on the convicted vendor list
following a conviction for a Public Entity Crime may not submit a bid on a contract to
provide any goods or services to TOWN, may not submit a bid on a contract with TOWN
for the construction or repair of a public building or public work, may not submit bids on
leases of real property to TOWN, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with TOWN, and may not transact
any business with TOWN in excess of the threshold amount provided in Section 287.017,
Florida Statutes, for category two purchases for a period of thirty six (36) months from
the date of being placed on the convicted vendor list. Violation of this section shall result
in termination of this Agreement and recovery of all monies paid hereto, and may result
in debarment from TOWN'S competitive procurement activities. In addition to the
foregoing, CONTRACTOR further represents that there has been no deterinination, based
on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a
"public entity crime" and that it has not been formally charged with committing an act
defined as a "public entity crime" regardless of the amount of money involved or whether
CONTRACTOR has been placed on the convicted vendor list.
7.5 Independent Contractor. CONTRACTOR is an independent contractor under this
Agreement. Services provided by CONTRACTOR pursuant to this Agreement shall be
subject to the supervision of CONTRACTOR. In providing such services, neither
CONTRACTOR nor its agents shall act as officers, employees or agents of the TOWN.
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Personnel policies, tax responsibilities, social security and health insurance, employee
benefits, purchasing policies and other similar administrative procedures applicable to
services rendered under this Agreement shall be those of CONTRACTOR. This
Agreement shall not constitute or make the parties a partnership or joint venture.
7.6 Third Party Beneficiaries. Neither CONTRACTOR nor TOWN intends to directly or
substantially benefit a third party by this Agreement. Therefore, the parties agree that
there are no third party beneficiaries to this Agreement and that no third party shall be
entitled to assert a claim against either of them. Based upon this Agreement the parties
expressly acknowledge that it is not their intent to create any rights or obligations in any
third person or entity under this Agreement.
7.7 Notices. Whenever either party desires to give notice to the other, such notice must be in
writing, sent by certified United States Mail postage prepaid return receipt requested or
by hand delivery with a request for a written receipt of acknowledgment of delivery,
addressed to the party for whom it is intended at the place last specified. The place for
giving notice shall remain the same as set forth herein until changed in writing in the
manner provided in this section. For the present, the parties designate the following:
FOR CONTRACTOR: Carlos A. Penin, P.E., President
C.A.P. Government, Inc.
8350 NW 52"`�Terrace, Suite 209
Doral, Florida 33166
FOR TOWN: Town Manager
4501 N. Ocean Drive
Lauderdale-By-The-Sea, FL 33308
Copy To: Town Attorney
Town of Lauderdale-By-The-Sea
4501 Ocean Drive
Lauderdale-By-The-Sea, Florida 33308
Phone: (954) 640-4200
Fax: (954) 776-1857
Any party hereto may change the address to which notices shall be directed under this
Section by giving ten(10)days written notice of such change to the other party.
7.8 Assignment and Performance. Neither this Agreement nor any interest herein shall be
assigned, transferred, or encumbered by CONTRACTOR, without the consent of TOWN,
which consent may be withheld or conditioned in the sole and absolute discretion of
TOWN. In addition, CONTRACTOR shall not subcontract any portion of the work
required by this Agreement, except with the prior approval of the Town Manager, which
shall be in his sole and absolute discretion. A list of all such subcontractors shall be
included in the Proposal. If additional subcontractors are to be used during the term of
this Agreement, other than those submitted in the Proposal, a list of such subcontractors
shall be provided to the Town Manager, which shall he subject to her written approval.
7.8.1 CONTRACTOR represents that all persons delivering the Services have the
knowledge and skills, either by training, experience, education, or a
combination thereof, to adequately and competently perform the duties,
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obligations, and Services and to provide and perform such Services to TOWN'S
satisfaction for the agreed compensation.
7.8.2 CONTRACTOR shall perform its duties, obligations and Services under this
Agreement in a skillful and respectable manner.
7.8.3 In the event that the Town Manager becomes dissatisfied with the performance
of any personnel, which includes employees, independent contractors, or
subcontractors, performing services under this Agreement for any reason, the
Town Manager shall provide written notification to CONTRACTOR. Upon
receipt of such notification, CONTRACTOR shall transfer such person out of
TOWN service within three (3) days. TOWN retains the right to immediately
request a transfer if in the sole opinion of the TOWN, the person in question is
a danger to the health, safety and welfare of the workplace.
7.9 Conflicts. Neither CONTRACTOR nor its employees shall have or hold any continuing
or frequently recurring employment or contractual relationship that is substantially
antagonistic or incompatible with CONTRACTOR'S loyal and conscientious exercise of
judgment related to its performance under this Agreement.
CONTRACTOR agrees that none of its officers or employees shall, during the term of
this Agreement, serve as an expert witness against TOWN in any legal or administrative
proceeding in which he or she is not a party, unless compelled by court process. Further,
CONTRACTOR agrees that such persons shall not give sworn testimony or issue a report
or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to
the interests of TOWN in connection with any such pending or threatened legal or
administrative proceeding. The limitations of this section shall not preclude
CONTRACTOR or any other persons from representing themselves in any action or in
any administrative or legal proceeding.
In the event CONTRACTOR is permitted to utilize subcontractors to perform any
services required by this Agreement, CONTRACTOR agrees to prohibit such
subcontractors, by written contract, from having any conflicts within the meaning of this
section.
CONTRACTOR shall not give, solicit for, deliver or provide a campaign contribution
directly or indirectly to a candidate, or to the campaign committee of a candidate, for the
offices of Mayor or Commissioner during the term of this Agreement.
No officer or employee of the TOWN, during his or her term of employment or for one
year thereafter, shall have any interest, direct or indirect, in this Agreement or the
proceeds thereof.
7.10 Contingency Fee. CONTRACTOR warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for 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 tide 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 a breach
or violation of this provision, TOWN shall have the right to terminate this Agreement
without liability and, at its discretion, to deduct from the Agreement price or otherwise
recover the full amount of such fee, commission, percentage, gift or consideration.
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7.11 Materiality and Waiver of Breach. TOWN and CONTRACTOR agree that each
requirement, duty, and obligation set forth herein is substantial and important to the
formation of this Agreement and, therefore, is a material term hereof. TOWN'S failure to
enforce any provision of this Agreement shall not be deemed a waiver of such provision
or modification of this Agreement. A waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
7.12 Compliance with Laws. CONTRACTOR shall comply with all federal, state, and local
laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities,
and obligations pursuant to this Agreement_
7.13 Severance. In the event a portion of this Agreement is found by a court of competent
jurisdiction to be invalid, the remaining provisions shall continue to be effective unless
TOWN or CONTRACTOR elect to terminate this Agreement. An election to terminate
this Agreement based upon this provision shall be made within seven (7) days after the
finding by the court becomes final.
7.14 Joint Preparation. The parties acknowledge that they have sought and received
whatever competent advice and counsel as was necessary for them to form a full and
complete understanding of all rights and obligations herein and that the preparation of
this Agreement has been their joint effort. The language agreed to expresses their mutual
intent and the resulting document shall not, solely as a matter of judicial construction, be
construed more severely against one of the parties than the other.
7.15 Priority of Provisions. If there is a conflict or inconsistency between any term,
statement, requirement, or provision of any exhibit attached hereto, any document or
events referred to herein, or any document incorporated into this Agreement by reference
and a term, statement, requirement, or provision of this Agreement, the text of this
Agreement shall prevail and be given effect. Next in priority shall be the RFP and last in
priority shall be CONTRACTOR'S proposal, attached hereto as"Exhibit B".
7.16 Amendments. No modification, amendment or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document prepared with
the same or similar formality as this Agreement.
7.17 Prior Agreements. This Agreement and its attachments constitute the entire agreement
between CONTRACTOR and TOWN, and this document incorporates and includes all
prior negotiations, correspondence, conversations, agreements, and understandings
applicable to the matters contained herein and the parties agree that there are no
commitments, agreements or understandings concerning the subject matter of this
Agreement that are not contained in this document. Accordingly, the parties agree that
no deviation from the terms hereof shall be predicated upon any prior representations or
agreements,whether oral or written. It is further agreed that no modification, amendment
or alteration in the terms or conditions contained here shall be effective unless set forth in
writing in accordance with SECTION 7.16 above.
7.18 Drug-Free Workplace. CONTRACTOR shall maintain a drug-free workplace.
7.19 Incorporation by Reference. The truth and accuracy of each "Whereas" clause set forth
above is acknowledged by the parties. The attached Exhibits are incorporated hereto and
made a part of this Agreement.
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7.20 Multiple Originals. This Agreement may be fully executed in two (2) copies by all
parties each of which, bearing original signatures, shall have the force and effect of an
original document.
7.21 Headings. Headings are for convenience of reference only and shall not be considered in
any interpretation of this Agreement.
7.22 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.
7.23 Public Records. CONTRACTOR understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to TOWN contracts,
subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by
the TOWN and the public to all documents subject to disclosures under applicable law.
CONTRACTOR'S failure or refusal to comply with the provisions of this section shall
result in the immediate cancellation of this Agreement by the TOWN.
7.24 Survival of Provisions. Any terms or conditions of this Agreement that require acts
beyond the date of its termination shall survive the termination of this Agreement, shall
remain in full force and effect unless and until the terms of conditions are completed, and
shall be fully enforceable by either party.
7.25 Truth-in-Negotiation Certificate. Signature of this Agreement by CONTRACTOR
shall act as the execution of a truth-in-negotiation certificate stating that wage rates and
other factual unit costs supporting the compensation of this Agreement are accurate,
complete, and current at the time of contracting.
SIGNATURES APPEAR ON FOLLOWING PAGE
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TOWN: CONTRACTOR:
TOWN OF LAUDERDALE-BY-THE-SEA C.A.P G r VE' LEN ,INC.
By: By: #. "-
Constance Hoffmann, To n anager Carlos A.Penin,P.E.,Pres ent
Attest: .") C /2.—/
Rine White. CMC, Town Clerk
Approved as to Form and Legal Sufficiency:
~ //
i n Attor ey
Fite-R.'0 Agenda 12-13-I I Commission Adm in CAP Building Services Agi-eenient.docs
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