HomeMy Public PortalAbout15-8948 RFP for the Towing and Storage of VehiclesSponsored by: Commissioner Pinder
RESOLUTION NO. 15 -8948
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA- LOCKA, FLORIDA, AUTHORIZING THE
CITY MANAGER TO ISSUE A REQUEST FOR PROPOSALS
(RFP) FOR THE TOWING AND STORAGE OF VEHICLES;
PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Opa -locka ( "City ") is in need of a vendor to perform towing and
storage of vehicles, including towing, storage and disposal of abandoned, unregistered and
junked vehicles, trailers and boats at the request of the City's Police Department and Code
Enforcement Department; and
WHEREAS, issuance of a Request for Proposals (RFP) would allow the City to consider
proposals from vendors for the towing and storage of vehicles; and
WHEREAS, the City Commission of the City of Opa -locks desires to authorize the City
Manager to create and issue an RFP for the towing and storage of vehicles.
NOW, THEREFORE, BE IT 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 hereby authorizes the City
Manager to issue a Request for Proposals (RFP) for the towing and storage of vehicles within the
City of Opa- locka.
Section 3. The City Manager is further authorized to take all necessary and
expedient action to effectuate the intent of this Resolution.
Section 4. This resolution shall take effect immediately upon adoption.
Resolution No. 15 -8948
PASSED AND ADOPTED this 11`x' day of
Attest to:
canna Flores
ty Clerk
2015.
Myra r. Taylor
Mayor
Approved as to form and legal sufficiency:
Vincent T. Brown
City Attorney
Moved by: COMMISSIONER KELLEY
Seconded by: COMMISSIONER PINDER
Commissioner Vote: 4 -0
Commissioner Kelley: YES
Commissioner Pinder: YES
Commissioner Santiago: YES
Vice Mayor Holmes: NOT PRESENT
Mayor Taylor: YES
Sponsored by: City Manager
RESOLUTION NO. 09-7923
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA- LOCKA, FLORIDA, ACCEPTING THE
PROPOSALS FROM MIDTOWN TOWING, INC., KAUFF'S
OF MIAMI, INC., AND SEAY TOWING, INC. IN RESPONSE
TO RFP NO. 09 -0814 FOR TOWING AND STORAGE OF
VEHICLES; FURTHER AUTHORIZING THE CITY
MANAGER TO ENTER INTO AND EXECUTE
AGREEMENTS WITH MIDTOWN TOWING, INC., KAUFF'S
OF MIAMI, INC., AND SEAY TOWING, INC. FOR TOWING
AND STORAGE OF VEHICLES FOR THE CITY OF OPA-
LOCKA, FLORIDA, IN A CONTRACT FORM ACCEPTABLE
TO THE CITY ATTORNEY
WHEREAS, the City of Opa -locka ( "City ") is in need of vendors to perform towing and
storage of vehicles, including towing, storage and disposal of abandoned, unregistered and junked
vehicles, trailers and boats at the request of the City's Police Department and Code Enforcement
Department; and
WHEREAS, the City Commission adopted Resolution 09 -7902, authorizing the City
Manager to issue a Request for Proposals (RFP) for Towing and Storage of Vehicles (RFP No. 09-
0814); and
WHEREAS, RFP No. 09 -08 -14 requested proposals from qualified firms to perform towing
and storage of vehicles for the City; and
WHEREAS, the RFP review committee evaluated the proposals submitted to the City in
response to RFP No. 09 -0814 and selected Midtown Towing, Inc., Kauff's of Miami, Inc. and Seay
Towing, Inc., as the most responsive proposals for towing and storage of vehicles; and
WHEREAS, the City Manager is recommending that the City Commission accept the
proposals from Midtown Towing, Inc., Kauff's of Miami, Inc. and Seay Towing, Inc., and further
Resolution No. _ ()9-7923
authorize the City Manager to enter into and execute agreements with the aforementioned firms for
performing towing and storage of vehicles for the City, in a contract form acceptable to the City
Attorney.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMNIISSION 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 hereby accepts the proposals
submitted by Midtown Towing, Inc., Kauff's of Miami, Inc. and Seay Towing, Inc., in response to
RFP No. 09 -0814 for towing and storage of vehicles.
Section 3. The City Commission of the City of Opa -locka hereby authorizes the City
Manager to enter into and execute agreements with Midtown Towing, Inc., Kauff's of Miami, Inc.
and Seay Towing, Inc., for performing towing and storage of vehicles for the City, in a contract form
acceptable to the City Attorney.
Section 4, The City Manager is further authorized to take all necessary and
expedient action to effectuate the intent of this Resolution.
Section 5. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 23 day of S .PTPMRFR, 2009.
Resolution No. 09-7923
Attest:
15eorah S.h3,
City Clerk
Moved by:
Seconded by:
Commission Vote:
Commissioner Holmes:
Commissioner Johnson:
Commissioner Tydus:
Vice -Mayor Taylor:
Mayor Kelley:
JOHNSON
TAYLOR
5 -0
YES
YES
YES
YES
YES
Approved as to form and legal sufficiency:
Burnadette Norms'- 'Weeks
City Attorney
October 23, 2009
Deborah S. Irby, City Clerk
Office of the City Clerk
RE: Seay Towing Incorporated
RFP No. 09 -7923 Agreement
Mrs. Irby:
Attached hereto are two (2) original agreements for
Seay Towing Incorporated in response to RFP No.
09 -7923.
Please sign both agreements and return to me as
soon as conveniently possible.
Thank you.
Sincerely,
CLaaw jr&ew
Office of the City Manager
AGREEMENT
THIS IS AN AGREEMENT, dated the day of , 2009, between:
CITY OF OPA- LOCKA,
a Florida municipal corporation, hereinafter "CITY,"
and
KAUFF'S OF MIAMI, INC.,
a Florida for profit corporation, 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.
1.0 CITY is in need of an Independent Contractor to perform towing and storage of
vehicles for the City.
1.1 CITY, by way of RFP No. 09 -0820 requested proposals from qualified firms to
perform towing and storage of vehicles for the City.
1.2 On September 23, 2009, the City Commission of the City of Opa -locka ( "City
Commission ") adopted Resolution 09 -7923, accepting the proposal from Kauff's of
Miami, Inc. to perform towing and storage of vehicles for the City and authorized the
proper CITY officials to enter into an agreement with CONTRACTOR to render the
services more particularly described herein below.
ARTICLE 2
SCOPE OF WORK
2.1 The CONTRACTOR shall perform all of the work and furnish all of the materials,
tools, supplies, and labor necessary to perform all of the work described in RFP No. 09-
0820 - Towing and Storage of Vehicles attached hereto as Exhibit "A" to this Agreement,
and the Proposal submitted by CONTRACTOR in response to RFP No. 09 -0820 - Towing
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and Storage of Vehicles, dated August 20, 2009, a copy of which is attached hereto and
specifically made a part of this Agreement as 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.
ARTICLE 3
TIME FOR COMPLETION
3.1 The CONTRACTOR shall commence work to be performed under this Agreement
beginning November 1, 2009, and as specified in Exhibits "A" and "B" to this Agreement.
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
CONTRACTOR. 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.
ARTICLE 4
CONTRACT SUM
4.1 CONTRACTOR will be compensated for the faithful performance of this
Agreement, for work to be completed in accordance with the "Proposal" submitted by
CONTRACTOR in response to -RFP No. 09 -0820 - Towing and Storage of Vehicles.
Prices for work performed by the CONTRACTOR shall be as reflected in the Proposal
submitted by CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of
Vehicles, a copy of which is attached hereto and made a part hereof as Exhibit "B ". The
prices charged for work by CONTRACTOR shall not exceed the prices set forth in
Sections 13 -239 and 13 -240 of CITY's Code of Ordinances and as may be modified by
Ordinance of the City Commission of the City of Opa- locka.
4.2 The CONTRACTOR will make payments to CITY on a monthly basis for towing
and storage fees collected by CONTRACTOR for services rendered in the City of Opa-
locka in the amounts set forth in the Proposal submitted by CONTRACTOR in response
to RFP No. 09 -0820 - Towing and Storage of Vehicles, a copy of which is attached hereto
and made a part hereof as Exhibit "B ". CONTACTOR hereby guarantees that payments
to CITY shall equal no less than ten percent (10 %) of the gross value of tows in the City.
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ARTICLE 5
CONTRACTOR'S LIABILITY INSURANCE
51 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 CITY 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.
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 coverages 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 A.M. 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 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 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 liability bodily injury and
property damage. Exposures to be covered are: premises, operations,
products /completed operations, and certain contracts. Coverage must be written on an
occurrence basis, with the following limits of liability:
(a) General Liability Insurance - $1,000,000 per occurrence, $2,000,000 Aggregate;
(b) Workers' Compensation Insurance — as required by law;
(c) Employer's Liability Insurance - $1,000,000 per occurrence;
(d) Automobile Liability Insurance - $1,000,000 per occurrence, $2,000,000
Aggregate.
5.6 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 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.
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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 from all damage whatsoever, if applicable.
ARTICLE 7
CONTRACTOR'S INDEMNIFICATION
7.1 The CONTRACTOR agrees to release and indemnify CITY from and against any
and all liability and responsibility in connection with negligent acts of CONTRACTOR.
The CONTRACTOR further agrees not to sue or seek any money or damages from CITY
in connection with the above mentioned matters, with the exception of payment related to
work performed.
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 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' 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 may be 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 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.
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ARTICLE 9
CONTRACT BOND
9.1 CONTRACTOR shall provide CITY with a Performance Bond in the amount of
Twenty Five Thousand Dollars ($25,000.00) for the services rendered under this
Agreement as provided for in RFP No. 09 -0820, attached hereto as Exhibit "A ".
ARTICLE 10
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
10.1 CITY or CONTRACTOR may request changes that would increase decrease or
otherwise modify the Scope of Work to be provided under this Agreement as described in
Article 2 of this Agreement t. 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:
PROJECT NAME
PROJECT DESCRIPTION
ESTIMATED PROJECT COST
ESTIMATED COST FOR ADDITION OR CHANGE TO PROJECT CONTRACT
ESTIMATED PROJECT COMPLETION DATE
10.2 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 11
TERM AND TERMINATION
11.1 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.
11.2 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 and as specified
in Exhibits "A" and "B" hereto.
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ARTICLE 12
CONTRACT DOCUMENTS
12.1 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 No. 09 -0820 - Towing and Storage of Vehicles as set forth in
Exhibit "A "; Proposal submitted by CONTRACTOR in response to RFP No. 09 -0820 -
Towing and Storage of Vehicles as set forth in Exhibit "B "; City Commission award
(Resolution No: 09- 7923); Sections 13 -239 and 13 -240 of the City of Opa -locks Code of
Ordinances, and any other exhibits thereto.
ARTICLE 13
MISCELLANEOUS
13.1 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.
13.2 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.
13.3 Records. CONTRACTOR shall keep books and records and require any and
all subcontractor 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.
13.4 Ownership of Documents. Reports, surveys, plans, studies and other data
provided by CITY to CONTRACTOR in connection with this Agreement are and shall
remain the property of City.
13.5 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
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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.
13.6 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: Bryan K. Finnie, Interim City Manager
780 Fisherman Street, 4th Floor
Opa- Iocka, Florida 33054
Copy To: Burnadette Norris - Weeks, City Attorney
780 Fisherman Street, 4th Floor
Opa- Iocka, Florida 33054
CONTRACTOR: Francis G Russell, President
Kauffs of Miami, Inc.
2435 Ali Baba Avenue
Opa- Iocka, Florida 33054
13.7 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.
13.8 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.
13.9 Headings. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
13.10 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.
13.11 Governing Law. This Agreement shall be governed by the laws of the State of
Florida with venue lying in Miami -Dade County, Florida.
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13.12 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.
13.13 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.
13.14 Extent of Agreement. This Agreement together with Contract Documents, attached
as an Exhibits 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.
13.15 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.
13.16 Conflict. In the event of a conflict between the Proposal submitted by
CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of Vehicles,
attached hereto and specifically made a part of this Agreement as Exhibit "B ", and the
CITY's Code of Ordinances, the Code of Ordinances of the City of Opa -locka shall
prevail.
THIS SPACE IS LEFT INTENTIONALLY BLANK
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IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and year first written above.
ATTEST:
, City Clerk
APPROVED AS TO FORM:
B r dette No is- Weeks, City Attorney
CITY OF OPA -LOCKA
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K. Finnie, Interim City Manager
WITNESSES:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI -DADE)
CONTRACTOR
I
Eed Representative of
of Miami, Inc.
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgments, personally appeared E, SO SAIrvit as Pa2& [}} of
l,0U((-Soh _ ca Florida corporation, and acknowledged executed the foregoing Agreement
as the proper official of,w{«cjru&h,'_ ,x 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 thisQj)day of �, 2009.
My Commission Expires:
5��'*17.0yy_Commiss_1on_DD74179
ry Public State of RAW
hael Shulman
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See attached document for Exhibit "A"
(RFP No. 09 -0820 — Towing and Storage of Vehicles)
11 of 12
See attached document for Exhibit "B"
(Response to RFP No. 09 -0820— Dated August 20, 2009)
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AGREEMENT
THIS IS AN AGREEMENT, dated the
day of
2009, between:
CITY OF OPA- LOCKA,
a Florida municipal corporation, hereinafter "CITY,"
and
SEAY TOWING INCORPORATED,
a Florida for profit corporation, 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.
1.0 CITY is in need of an Independent Contractor to perform towing and storage of
vehicles for the City.
1.1 CITY, by way of RFP No. 09 -0820 requested proposals from qualified firms to
perform towing and storage of vehicles for the City.
1.2 On September 23, 2009, the City Commission of the City of Opa -locka ( "City
Commission) adopted Resolution 09 -7923, accepting the proposal from Seay Towing
Incorporated to perform towing and storage of vehicles for the City and authorized the
proper CITY officials to enter into an agreement with CONTRACTOR to render the
services more particularly described herein below.
ARTICLE 2
SCOPE OF WORK
2.1 The CONTRACTOR shall perform all of the work and furnish all of the materials,
tools, supplies, and labor necessary to perform all of the work described in RFP No. 09-
0820 - Towing and Storage of Vehicles attached hereto as Exhibit "A" to this Agreement,
and the Proposal submitted by CONTRACTOR in response to RFP No. 09 -0820 - Towing
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and Storage of Vehicles, dated August 20, 2009, a copy of which is attached hereto and
specifically made a part of this Agreement as 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.
ARTICLE 3
TIME FOR COMPLETION
3.1 The CONTRACTOR shall commence work to be performed under this Agreement
beginning November 1, 2009, and as specified in Exhibits "A" and "B" to this Agreement.
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
CONTRACTOR. 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.
ARTICLE 4
CONTRACT SUM
4.1 CONTRACTOR will be compensated for the faithful performance of this
Agreement, for work to be completed in accordance with the "Proposal" submitted by
CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of Vehicles.
Prices for work performed by the CONTRACTOR shall be as reflected in the Proposal
submitted by CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of
Vehicles, a copy of which is attached hereto and made a part hereof as Exhibit "B ". The
prices charged for work by CONTRACTOR shall not exceed the prices set forth in
Sections 13 -239 and 13 -240 of CITY's Code of Ordinances and as may be modified by
Ordinance of the City Commission of the City of Opa- locks.
4.2 The CONTRACTOR will make payments to CITY on a monthly basis for towing
and storage fees collected by CONTRACTOR for services rendered in the City of Opa-
locka in the amounts set forth in the Proposal submitted by CONTRACTOR in response
to RFP No. 09 -0820 - Towing and Storage of Vehicles, a copy of which is attached hereto
and made a part hereof as Exhibit "B ". CONTACTOR hereby guarantees that payments
to CITY shall equal no less than ten percent (10 %) of the gross value of tows in the City.
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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 Article and such insurance has been approved
by the CITY 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.
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 coverages 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 A.M. 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 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 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 liability bodily injury and
property damage. Exposures to be covered are: premises, operations,
products /completed operations, and certain contracts. Coverage must be written on an
occurrence basis, with the following limits of liability:
(a) General Liability Insurance - $1,000,000 per occurrence, $2,000,000 Aggregate;
(b) Workers' Compensation Insurance — as required by law;
(c) Employer's. Liability Insurance - $1,000,000 per occurrence;
(d) Automobile Liability Insurance - $1,000,000 per occurrence, $2,000,000
Aggregate.
5.6 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 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.
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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 from all damage whatsoever, if applicable.
ARTICLE 7
CONTRACTOR'S INDEMNIFICATION
7.1 The CONTRACTOR agrees to release and indemnify CITY from and against any
and all liability and responsibility in connection with negligent acts of CONTRACTOR.
The CONTRACTOR further agrees not to sue or seek any money or damages from CITY
in connection with the above mentioned matters, with the exception of payment related to
work performed.
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 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 CONTRACTORS 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 may be 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 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.
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ARTICLE 9
CONTRACT BOND
9.1 CONTRACTOR shall provide CITY with a Performance Bond in the amount of
Twenty Five Thousand Dollars ($25,000.00) for the services rendered under this
Agreement as provided for in RFP No. 09 -0820, attached hereto as Exhibit "A ".
ARTICLE 10
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
10.1 CITY or CONTRACTOR may request changes that would increase decrease or
otherwise modify the Scope of Work 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:
PROJECT NAME
PROJECT DESCRIPTION
ESTIMATED PROJECT COST
ESTIMATED COST FOR ADDITION OR CHANGE TO PROJECT CONTRACT
ESTIMATED PROJECT COMPLETION DATE
10.2 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 11
TERM AND TERMINATION
11.1 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.
11.2 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 and as specified
in Exhibits "A" and "B" hereto.
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ARTICLE 12
CONTRACT DOCUMENTS
12.1 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 No. 09 -0820 - Towing and Storage of Vehicles as set forth in
Exhibit "A "; Proposal submitted by CONTRACTOR in response to RFP No. 09 -0820 -
Towing and Storage of Vehicles as set forth in Exhibit "B "; City Commission award
(Resolution No: 09- 7923); Sections 13 -239 and 13 -240 of the City of Opa -locka Code of
Ordinances, and any other exhibits thereto.
ARTICLE 13
MISCELLANEOUS
13.1 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.
13.2 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.
13.3 Records. CONTRACTOR shall keep books and records and require any and
all subcontractor 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.
13.4 Ownership of Documents. Reports, surveys, plans, studies and other data
provided by CITY to CONTRACTOR in connection with this Agreement are and shall
remain the property of City.
13.5 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
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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.
13.6 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 parry, 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: Bryan K. Finnie, Interim City Manager
780 Fisherman Street, 4th Floor
Opa- locka, Florida 33054
Copy To: Burnadette Norris - Weeks, City Attorney
780 Fisherman Street, 4th Floor
Opa- locka, Florida 33054
CONTRACTOR: Al Colleta, President
Seay Towing Incorporated
15699 W. Dixie Highway
North Miami Beach, Florida 33162
13.7 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.
13.8 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.
13.9 Headings. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
13.10 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.
13.11 Governing Law. This Agreement shall be governed by the laws of the State of
Florida with venue lying in Miami -Dade County, Florida.
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13.12 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.
13.13 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.
13.14 Extent of Agreement. This Agreement together with Contract Documents, attached
as an Exhibits 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.
13.15 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.
13.16 Conflict. In the event of a conflict between the Proposal submitted by
CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of Vehicles,
attached hereto and specifically made a part of this Agreement as Exhibit "B ", and the
CITY's Code of Ordinances, the Code of Ordinances of the City of Opa -locka shall
prevail.
THIS SPACE IS LEFT INTENTIONALLY BLANK
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IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and year first written above.
ATTEST:
BY:
Deborah S. Irby, City Clerk
APPROVED AS TO FORM:
Burnadetg Norris- Wdeks, City Attorney
CITY OF OPA -LOCKA
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K. Finnie, Interim City Manager
CONTRACTOR
WITNESSES: - - -�.
Authorized Representative of
Seay Towing Incorporated
ATTEST:
ATTEST:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI -DADE)
BEFORE ME, an officer duly authorized ,,law to administer oaths and take
acknowledgments, personally appeared �) o% G_ 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 a at
in the State and County aforesaid on thig) day of c-�0 :, 2009.
N PUBLIC
My Commission Expires:
NOTARY P?'P.':.IC -STATE OF FLORIDA C
" Jordan W. Leonard
Commission # DD549323
hiy Co;�; ,. Fxpi:es: 05/08/2010
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See attached document for Exhibit "A"
(RFP No. 09 -0820 — Towing and Storage of Vehicles)
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See attached document for Exhibit "B"
(Response to RFP No. 09 -0820— Dated August 20, 2009)
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AGREEMENT
THIS IS AN AGREEMENT, dated the day of , 2009, between:
CITY OF OPA- LOCKA,
a Florida municipal corporation, hereinafter "CITY,"
and
MIDTOWN TOWING OF MIAMI, INC.,
a Florida for profit corporation, 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.
1.0 CITY is in need of an Independent Contractor to perform towing and storage of
vehicles for the City.
1.1 CITY, by way of RFP No. 09 -0820 requested proposals from qualified firms to
perform towing and storage of vehicles for the City.
1.2 On September 23, 2009, the City Commission of the City of Opa -locka ( "City
Commission) adopted Resolution 09 -7923, accepting the proposal from Midtown
Towing, Inc. to perform towing and storage of vehicles for the City and authorized the
proper CITY officials to enter into an agreement with CONTRACTOR to render the
services more particularly described herein below.
ARTICLE 2
SCOPE OF WORK
2.1 The CONTRACTOR shall perform all of the work and furnish all of the materials,
tools, supplies, and labor necessary to perform all of the work described in RFP No. 09-
0820 - Towing and Storage of Vehicles attached hereto as Exhibit "A" to this Agreement,
and the Proposal submitted by CONTRACTOR in response to RFP No. 09 -0820 - Towing
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and Storage of Vehicles, dated August 20, 2009, a copy of which is attached hereto and
specifically made a part of this Agreement as 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.
ARTICLE 3
TIME FOR COMPLETION
3.1 The CONTRACTOR shall commence work to be performed under this Agreement
beginning November 1, 2009, and as specified in Exhibits "A" and "B" to this Agreement.
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
CONTRACTOR. 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.
ARTICLE 4
CONTRACT SUM
4.1 CONTRACTOR will be compensated for the faithful performance of this
Agreement, for work to be completed in accordance with the "Proposal" submitted by
CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of Vehicles.
Prices for work performed by the CONTRACTOR shall be as reflected in the Proposal
submitted by CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of
Vehicles, a copy of which is attached hereto and made a part hereof as Exhibit "B ". The
prices charged for work by CONTRACTOR shall not exceed the prices set forth in
Sections 13 -239 and 13 -240 of CITY's Code of Ordinances and as may be modified by
Ordinance of the City Commission of the City of Opa- locka.
4.2 The CONTRACTOR will make payments to CITY on a monthly basis for towing
and storage fees collected by CONTRACTOR for services rendered in the City of Opa-
locka in the amounts set forth in the Proposal submitted by CONTRACTOR in response
to RFP No. 09 -0820 - Towing and Storage of Vehicles, a copy of which is attached hereto
and made a part hereof as Exhibit "B ". CONTACTOR hereby guarantees that payments
to CITY shall equal no less than ten percent (10 %) of the gross value of tows in the City.
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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 Article and such insurance has been approved
by the CITY 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.
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 coverages 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 A.M. 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 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 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 liability bodily injury and
property damage. Exposures to be covered are: premises, operations,
products /completed operations, and certain contracts. Coverage must be written on an
occurrence basis, with the following limits of liability:
(a) General Liability Insurance - $1,000,000 per occurrence, $2,000,000 Aggregate;
(b) Workers' Compensation Insurance — as required by law;
(c) Employer's Liability Insurance - $1,000,000 per occurrence;
(d) Automobile Liability Insurance - $1,000,000 per occurrence, $2,000,000
Aggregate.
5.6 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 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.
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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 from all damage whatsoever, if applicable.
ARTICLE 7
CONTRACTOR'S INDEMNIFICATION
7.1 The CONTRACTOR agrees to release and indemnify CITY from and against any
and all liability and responsibility in connection with negligent acts of CONTRACTOR.
The CONTRACTOR further agrees not to sue or seek any money or damages from CITY
in connection with the above mentioned matters, with the exception of payment related to
work performed.
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 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 may be 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 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
I ny obligation incurred by CONTRACTOR, including but not limited to unpaid minimum
wages and /or overtime premiums.
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ARTICLE 9
CONTRACT BOND
9.1 CONTRACTOR shall provide CITY with a Performance Bond in the amount of
Twenty Five Thousand Dollars ($25,000.00) for the services rendered under this
Agreement as provided for in RFP No. 09 -0820, attached hereto as Exhibit "A ".
ARTICLE 10
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
10.1 CITY or CONTRACTOR may request changes that would increase decrease or
otherwise modify the Scope of Work 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:
PROJECT NAME
PROJECT DESCRIPTION
ESTIMATED PROJECT COST
ESTIMATED COST FOR ADDITION OR CHANGE TO PROJECT CONTRACT
ESTIMATED PROJECT COMPLETION DATE
10.2 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 11
TERM AND TERMINATION
11.1 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.
11.2 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 and as specified
in Exhibits "A" and "B" hereto.
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ARTICLE 12
CONTRACT DOCUMENTS
12.1 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 No. 09 -0820 - Towing and Storage of Vehicles as set forth in
Exhibit "A "; Proposal submitted by CONTRACTOR in response to RFP No. 09 -0820 -
Towing and Storage of Vehicles as set forth in Exhibit "B "; City Commission award
(Resolution No: 09- 7923); Sections 13 -239 and 13 -240 of the City of Opa -locka Code of
Ordinances, and any other exhibits thereto.
ARTICLE 13
MISCELLANEOUS
13.1 Lecial 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.
13.2 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.
13.3 Records. CONTRACTOR shall keep books and records and require any and
all subcontractor 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.
13.4 Ownership of Documents. Reports, surveys, plans, studies and other data
provided by CITY to CONTRACTOR in connection with this Agreement are and shall
remain the property of City.
13.5 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
6 of 12
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.
13.6 Notice. Whenever any party desires to give notice unto any other parry, 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: Bryan K. Finnie, Interim City Manager
780 Fisherman Street, 4th Floor
Opa- locka, Florida 33054
Copy To: Burnadette Norris - Weeks, City Attorney
780 Fisherman Street, 4th Floor
Opa- locka, Florida 33054
CONTRACTOR: Lauraine Lichtman, President
Midtown Towing of Miami, Inc.
551 NW 72 Street
Miami, Florida 33150
13.7 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.
13.8 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.
13.9 Headings. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
13.10 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.
13.11 Governing Law. This Agreement shall be governed by the laws of the State of
Florida with venue lying in Miami -Dade County, Florida.
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13.12 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.
13.13 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.
13.14 Extent of Agreement. This Agreement together with Contract Documents, attached
as an Exhibits 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.
13.15 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.
13.16 Conflict. In the event of a conflict between the Proposal submitted by
CONTRACTOR in response to RFP No. 09 -0820 - Towing and Storage of Vehicles,
attached hereto and specifically made a part of this Agreement as Exhibit "B ", and the
CITY's Code of Ordinances, the Code of Ordinances of the City of Opa -locka shall
prevail.
THIS SPACE IS LEFT INTENTIONALLY BLANK
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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:
4or.BY:
by, City Clerk 7Bryat� innie, Interim City Manager
APPROVED AS TO FORM:
Burnadette Norris -We , City Attorney
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CONTRACTOR
WITN SES:
Authorized Representative of
Midtown Towing of Miami, Inc.
ATTEST:
ATTEST:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI -DADE)
BEFORE o ice �rized by law to administer oaths and take
acknowledgmen ,personally appeared' _ as of
, a Florid -co WW atiorr, aid 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 offic' al at
in the State and County aforesaid on this2) day of C4 o x2009.
My Commission Expires:
NOTARY PUBLIC -STATE OF FLORIDA
kvJordan W. Leonard
Commission # DDS49323
My Comm. Expires: 05/08./2010
IkgLW
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J
See attached document for Exhibit "A"
(RFP No. 09 -0820 — Towing and Storage of Vehicles)
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See attached document for Exhibit "B"
(Response to RFP No. 09 -0820— Dated August 20, 2009)
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Sponsored by: Commissioner Pinder
RESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA LOCKA, FLORIDA, DIRECTING THE CITY
MANAGER TO ISSUE A REQUEST FOR QUALIFICATIONS
TO PROVIDE AUDITING SERVICES TO THE CITY FOR
FISCAL YEAR 2014 -2015, WITH OPTIONS FOR RENEWAL;
PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Opa -locka requires the services of an outside auditor
to provide auditing services to the City for fiscal year 2014 -2015; and
WHEREAS, the services of an outside auditor are necessary to review the
City's finances; and
WHEREAS, the services will be for a one year contract, with an optional one
year renewal at the City's discretion.
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 hereby directs the City Manager to issue an
RFQ to qualified firms to provide auditing services for fiscal year 2014/201.5, with
the City's one year renewal option.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this day of , 2015.
Resolution No.
Attest to:
Joanna Flores
City Clerk
Moved by:
Seconded by:
Commissioner Vote:
Commissioner Kelley:
Commissioner Pinder:
Commissioner Santiago:
Vice Mayor Holmes:
Mayor Taylor:
Myra L. Taylor
Mayor
Approved as to form and legal sufficiency:
Vincent T. Brown I i
City Attorney
�i I
Sponsored by: City Manager
and
RESOLUTION NO. 13-8732
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA LOCKA, FLORIDA, AUTHORIZING THE
CITY MANAGER TO ENTER INTO AND EXECUTE AN
AMENDMENT TO THE AGREEMENT WITH HARVEY,
COVINGTON, AND THOMAS FOR AUDITING SERVICES,
AND TO REMAIN AS THE CITY AUDITOR, PAYABLE
FROM ACCOUNT NO. 17- 513320, A BUDGETED ITEM;
PROVIDING FOR INCORPORATION OF RECITALS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Harvey, Covington, and Thomas are the current City auditors of record;
WHEREAS, the prior agreement with the City's current auditors of record expired on
September 30, 2011; and
WHEREAS, the City exercised a one -year renewal option which expired on September
30, 2012; and
WHEREAS, the prior agreement provides that additional work may be provided through
amendments to the agreement; and
WHEREAS, the City staff recommends approval for the City Manager to enter into and
execute an amendment to the agreement with Harvey, Covington, and Thomas to provide for
auditing services and to remain as the City auditor through the current fiscal year, no later than
September 30, 2014.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION
OF THE CITY OF OPA LOCKA, FLORIDA:
Section 1. The recitals to the preamble are hereby incorporated by reference.
Section 2. The City Commission of the City of Opa- locks, authorizes and approves
the City manager to enter into and execute an amendment to the prior agreement with Harvey,
Resolution No. 13 -8732
Covington, and Thomas to provide for auditing services and to remain as the City auditor
through the current fiscal year, no later than September 30, 2014, payable from Account Number
17- 513320, a budgeted item.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 31 St day of December, 2013.
to:
na Flores
Clerk
Moved by:
Seconded by:
Commission Vote:
Commissioner Holmes:
Commissioner Johnson:
Commissioner Santiago:
Vice -Mayor Kelley:
Mayor Taylor.
MYRA T LOR
MAYOR
Commissioner Santiago
Commissioner Johnson
5 -0
YES
YES
YES
YES
YES
AGREEMENT
BETWEEN
THE CITY OF OPA LOCKA, FLORIDA
AND
HARVEYCOVINGTON AND THOMAS OF SOUTH FLORIDA, LLC
FOR PROFESSIONAL AUDITING SERVICES
This Agreement is entered into this J1 day of , 2014 by and between the
City of Opa Locka, Florida, with its principal business address located at
Opa Locka, FL , hereinafter referred to as "COL ",
AND
Harvey Covington and Thomas of South Florida, LLC, a Florida limited liability company
with its principal business address located at 3816 Hollywood Boulevard Suite 203,
Hollywood, FL33021, hereinafter referred to as "Auditor ".
NOW, THEREFORE, in consideration of the mutual terms and conditions, promises,
and covenants, hereinafter set forth, COL and Auditor agree as follows:
SECTION 1
SCOPE OF SERVICES
Auditor agrees to perform the following auditing services (the "Services ") for the COL:
1 Auditor agrees to perform audits (the "Audit ") for the COL for the Fiscal Year
beginning October 1, 2012 and ending September 30, 2013, and the fiscal year
beginning October 1, 2013, and ending September 30, 2014, in accordance with all
applicable state and Federal auditing requirements and applicable law (the
"Services "). Auditor shall express an opinion on the fair presentation of the COL's
financial statements in conformity with generally accepted accounting principles.
Auditor shall prepare and submit to the COL all reports ( "Reports ") required by
applicable law to support the Audit. Additionally, the following basic services shall
be provided as a part of the Financial Statement audit:
a. An audit and report on the CITY's Comprehensive Annual Financial Report,
including data collection form and the following funds and account groups of the
CITY:
General Fund
Special Revenue Funds
Enterprise Fund
Debt Service Funds
Capital Projects Funds
Trust and Agency funds
1.2 Auditor represents and warrants to the COL that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the
Services; (ii) all personnel assigned to perform the Services are and shall be, at
all times during the term hereof, fully qualified and trained to perform the tasks
assigned to each; and (iii) the Services will be performed in accordance with
applicable law.
1.3 The Audit shall be performed in accordance with generally accepting auditing
standards as set forth by the American Institute of Certified Public Accountants,
the standards for financial audits set forth in the most current applicable U.S.
General Accounting. Office's ( "GAO ") Government Auditing Standards, the most
current applicable provisions of the Federal Single Audit Act of 1984, Chapter 6
of the Metropolitan Planning Organization Program Management Handbook and
the most current applicable provisions of U.S. Office of Management and Budget
( "OMB ") Circular A -133, Audits of States, Local Governments, and Non - Profit
Organizations, Audits of State and Local Governments, as well as the following
additional requirements:
1. The most current applicable Codification of Governmental
Accounting and Financial Reporting Standards as promulgated by
the Governmental Accounting Standards Board.
2. The most current applicable Statements on Auditing Standards
issued by the American Institute of Certified Public Accountants.
3. The most current applicable Government Auditing Standards
published by the Comptroller General of the United States.
4. The most current applicable Audit and Accounting Guide - Audits of
State and Local Governmental Units, published by the American
Institute of Certified Public Accountants.
5. The most current applicable Statements and Interpretations issued
by the Financial Accounting Standards Board.
6. Rules 10.550 and 10.650 of the Auditor General for the State of
Florida.
7. Section 215.97, Florida Statutes, Florida Single Audit Act.
8. 31 U.S.C. 7501 -7507 regarding requirements for single audits.
9. 49 C.F.R. 18.26 regarding Non - Federal audits.
1.4 THE COMPLETION TIME FOR ALL AUDITS SHALL BE NINETY (90) DAYS
AFTER NOTIFICATION BY THE FINANCE DIRECTOR OF THE AVAILABILITY
F THE CITY;S FINAL TRIAL BALANCES.
1.5 Auditor agrees to furnish COL with an electronic fileable pdf copy, one bound and
one unbound original of the Auditor's final Report(s) concerning the Audit.
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1.6 Auditor shall be required to make an immediate written report of all irregularities
and illegal acts or indications of illegal acts of which they become aware of, to the
Executive Director.
1.7 Auditor shall make an oral presentation to the COL
Commission concerning each Audit final report.
SECTION 2
COMPENSATION
2.1 In consideration for the Services to be performed by Auditor, the COL agrees to
pay Auditor in an amount not to exceed $69,775.00 per year and $5,000 for all
quarterly unaudited financial statement discussions before the Mayor and
Commission (including all out -of- pocket expenses) for the auditing services
performed in accordance with the terms and conditions herein. Payments to the
Auditor shall be made based on the hourly professional service rate schedule,
attached as Exhibit "A ". It is acknowledged and agreed by Auditor that these
amounts are the maximum p abe t limitation CO
obligation to compensate Auditor payable
s services related th sAgreementThis
maximum amount, however, does not constitute a limitation of any sort, upon
Auditor's obligation to perform all items of work required by or which can be
reasonably inferred from the Services to be performed, which includes, but is not
limited to, all services required to perform the COL's Fiscal Year 2012 -2013 and
2013 -14 audits in accordance with state and Federal law.
2.2 Auditor may submit an invoice for compensation no more often than on a monthly
basis, but only after the services for which the invoices are submitted have been
completed. Compensation due to the Auditor shall be payable within 30 calendar
days following submission of a proper invoice by the Auditor to the COL.
Invoices shall designate the nature of the services performed and shall also show
a summary of fees and expenses with accrual of the total and credits for portions
paid previously. Each statement shall show the proportion of the guaranteed
maximum payment that has been expended through previous billings.
2.3 If it should become necessary for the COL to request Auditor to render any
additional services to either supplement the services described herein or to
perform additional work as a result of the specific recommendations included in
any report issued pursuant to this Agreement, such additional work shall be
performed only if set forth in an a
additional work agreed to by both parties shall be performed at the rates set forth
in the rate schedule attached as Exhibit "A ".
2.4 In the event of COL's termination on 4 or Section
o t' 7e COL shall pay Auditor on a
Agreement Term pursuant to Section
pro -rata basis for the Services performed by Auditor prior to the COL's
termination of this Agreement.
SECTION 3
TERM OF AGREEMENT
3. The term of this Agreement shall commence upon the date of execution hereof
and shall remain in effect until December 31, 2015 (the "Term "), unless
terminated earlier pursuant to Section 4 of this Agreement, or by completion of
the services.
SECTION 4
TERMINATION OF AGREEMENT
4. COL may terminate this Agreement with cause by giving the Auditor thirty (30)
days written notice. The termination of this Agreement shall not relieve either
party of any liability that accrued prior to such termination and any such accrued
liability shall survive the termination of this Agreement. COL may also terminate
this agreement for convenience upon 10 days written notice.
SECTION 5
INDEPENDENT CONTRACTOR
5. Auditor is an independent contractor under this Agreement. Services provided
by Auditor shall be by employees of Auditor and subject to supervision by
Auditor, and not as officers, employees or agents of the COL. Personnel policies,
tax responsibilities, social security, health insurance, employee benefits, travel,
per diem policy, and purchasing policies under the Agreement shall be the sole
responsibility of Auditor. Auditor shall have no rights under the COL's worker's
compensation, employment, insurance benefits or similar laws or benefits.
SECTION 6
INDEMNIFICATION / HOLD HARMLESS CLAUSE
6.1 COL shall indemnify, defend and hold harmless the Auditor, its officials, agents,
employees, and volunteers from and against any and all liability, suits, actions,
damages, costs, losses and expenses, including attorneys' fees, demands and
claims for personal injury, bodily injury, sickness, diseases or death or damage or
destruction of tangible property or loss of use resulting there from, arising out of
any errors, omissions, misconduct or negligent acts of COL, its respective
officials, agents, employees or subcontractors in the performance of Services
pursuant to this Agreement, whether direct or indirect and from and against any
orders, judgments, or decrees which may be entered thereon and from and
against all costs, damages, attorneys' fees, expenses and liabilities incurred in
and about the defense of any such claim and investigation thereof.
4
6.2 Auditor shall indemnify, defend and hold harmless the COL, its officials, agents,
employees, and volunteers from and against any and all liability, suits, actions,
damages, costs, losses and expenses, including attorneys' fees, demands and
claims for personal injury, bodily injury, sickness, diseases or death or damage or
destruction of tangible property or loss of use resulting there from, arising out of
any errors, omissions, misconduct or negligent acts of Auditor, its respective
officials, agents, employees or subcontractors in the performance of Services
pursuant to this Agreement, whether direct or indirect and from and against any
orders, judgments, or decrees which may be entered thereon and from and
against all costs, damages, attorneys' fees, expenses and liabilities incurred in
and about the defense of any such claim and investigation thereof.
6.3 The parties acknowledge that specific consideration has been paid or will be paid
under this Agreement for this hold harmless and indemnification provision.
SECTION 7
NON - APPROPRIATION OF FUNDS
7. In the event no funds or insufficient funds are appropriated and budgeted or are
otherwise unavailable in any fiscal year for payments due under this Agreement,
then the COL, upon written notice to Auditor of such occurrence, shall have the
unqualified right to terminate this Agreement without any penalty or expense to
the COL.
SECTION 8
INSURANCE
8. For programs that are active in nature, which shall be determined in the sole and
exclusive discretion of the COL, Auditor shall maintain liability insurance in an
amount acceptable to the COL and naming the COL as an additional insured.
Auditor shall maintain the following required types and minimum limits of
insurance coverage during the Term of this Agreement:
Per Occurrence Aggregate
General Liability $ 500,000 $ 500,000
Professional Liability $ 500,000 $500,000
Workers' Compensation
Statutory Amount
This Agreement shall not be deemed approved until the Auditor has obtained all
insurance required under this section and has supplied the COL with evidence of
such coverage in the form of a Certificate of Insurance and endorsement. The
COL shall approve such certificates prior to the performance of any services
pursuant to this Agreement.
5
Auditor's liability insurance polices shall be endorsed to add the COL as an
additional insured. The Auditor's liability insurance shall be primary to any liability
insurance policies that may be carried by the COL. The Auditor shall be
responsible for all deductibles and self- insured retentions on their liability
insurance policies.
All of the policies of insurance so required to be purchased and maintained shall
contain a provision or endorsement that the coverage afforded shall not be
cancelled, materially changed or renewal refused until at least sixty (60) calendar
days written notice has been given to the COL by certified mail.
SECTION 9
MISCELLANEOUS
9.1 Taxes and Licenses. Auditor shall, without additional expense to the COL, be
responsible for paying any taxes, obtaining any necessary licenses and for
complying with all applicable federal, state, county, and municipal laws,
ordinances and regulations in connection with the performance of the Services
specified herein.
9.2 Ownership of Documents. Except for the final audit report and any documents
provided to the COL by the Auditor, and unless otherwise provided by law, any
and all reports, surveys, and other data and documents created by the Auditor in
connection with this Agreement are and shall remain the property of the Auditor.
In the event of termination of this Agreement, reports, photographs, surveys and
other data and documents prepared by Auditor, whether finished or unfinished,
shall become the property of the Auditor, except for the final audit report and any
documents provided to the COL by the Auditor. Any compensation due to
Auditor may be withheld until all documents required to be provided to the COL
are received as provided herein.
9.3 Certificate of Competency. The Auditor shall, at the time of executing this
Agreement and throughout the Agreement Term, hold a valid certificate of
competency for the Services contemplated herein, issued by the Federal, State,
or County examining board qualifying said person, firm, corporation or joint
venture to perform the Services proposed. If a Subcontractor(s) is employed, an
applicable certificate of competency or license issued to the Subcontractor(s)
shall be submitted along with the Auditor's certificate prior to performing any
Services; provided, however, that the COL may, at its sole option and in its best
interest, allow the Auditor to supply the certificate to the COL during the first
week of Services performed by the Auditor.
C�
SECTION 10
AUDIT AND INSPECTION RIGHTS
10.1 The COL may, at reasonable times, and for a period of up to three (3) years
following the date of final performance of Services by Auditor under this
Agreement, audit, or cause to be audited, those books and records of Auditor
that are related to Auditor's performance under this Agreement. Auditor agrees
to maintain all such books and records at its principal place of business for a
period of three (3) years after final payment is made under this Agreement.
10.2 The COL may, at reasonable times during the term hereof, perform such
inspections, as the COL deems reasonably necessary, to determine whether the
services required to be provided by Auditor under this Agreement conform to the
terms of this Agreement. Auditor shall make available to the COL all reasonable
assistance to facilitate the performance of inspections by the COL's
representatives.
10.3 Auditor shall respond to the reasonable inquiries of successor auditors and allow
successor auditors to review The Auditor shall be paid gorot me expended continuing
accounting significance. the
professional rates listed on Exhibit A.
SECTION 11
AMENDMENTS AND ASSIGNMENT
11.1 This Agreement constitutes the entire agreement between Auditor and COL and
all negotiations and oral understandings this parties
upersede merged
The terms and conditions s y and all
previous agreements, promises, negotiations or representations. Any other
agreements, promises, negotiations or representations not expressly set forth in
this Agreement are of no force and effect.
11.2 No modification, amendment or alteration of the terms and conditions contained
herein shall be effective unless contained in a written document executed with
the same formality as this Agreement.
11.3 Auditor shall not transfer or assign the performance of Services called for in the
Agreement without the prior written consent of the COL, which may be withheld
or conditioned in the COL's sole discretion.
7
SECTION 12
GOVERNING LAW AND VENUE
12. This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Florida. Venue for any action arising out of, or relating to this
agreement shall be in Dade County, Florida.
SECTION 13
NOTICES
13. Whenever either party desires to give notice to the other, it must be given by
written notice, sent by certified United States mail, return receipt requested,
addressed to the party for whom it is intended, at the place last specified in
writing, and the place for giving of notice in compliance with the provisions of this
paragraph. For the present, the parties designate the following as the respective
places for giving of notice, to -wit:
FOR AUDITOR:
FOR COL:
Roderick Harvey, CPA
Harvey Covington and Thomas of South Florida, LLC
3816 Hollywood Boulevard, Suite 203
Hollywood, FL 33021
Telephone: (954) 966 -4435
Facsimile: (954) 962 -7747
Susan Liburd
Finance Director
City of Opa Locka, Florida
Opa Locka, Florida
Telephone: (305) _
Facsimile: (305)
With A Copy to:
, Esquire
COL General Counsel
Fort Lauderdale, Florida
Telephone: 954 -
Facsimile: 954-
SECTION 14
0
NON- DISCRIMINATION
14. Auditor represents and warrants to the COL that Auditor does not and will not
engage in discriminatory practices and that there shall be no discrimination in
connection with Auditor's performance under this Agreement on account of 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 delivery of services. Auditor further covenants
that no otherwise qualified individual shall, solely by reason of his /her 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 delivery of services, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this
Agreement.
SECTION 15
PUBLIC RECORDS
15. Auditor understands that the public shall have access, at all reasonable times, to
all documents and information pertaining to COL contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the
COL and the public to all documents subject to disclosure under applicable law.
Auditor's failure or refusal to comply with the provisions of this section shall result
in the immediate termination of this Agreement by the COL.
SECTION 16
HEADINGS, CONFLICT OF PROVISIONS
WAIVER OR BREACH OF PROVISIONS
16. Headings are for convenience of reference only and shall not be considered in
any interpretation of this Agreement. In the event of conflict between the terms of
this Agreement and any terms or conditions contained in any attached
documents, the terms in this Agreement shall prevail. No waiver or breach of
any provision of this Agreement shall constitute a waiver of any subsequent
breach of the same or any other provision, and no waiver shall be effective
unless made in writing.
SECTION 17
SEVERABILITY
17. If any provision of this Agreement or the 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.
E
SECTION 18
SURVIVAL
18. All representations and other relevant provisions herein shall survive and thereby
continue in full force and effect, upon termination of this Agreement.
SECTION 19
ENTIRE AGREEMENT
19. This Agreement represents the entire and integrated Agreement between the
COL and Auditor and supersedes all prior negotiations, representations or
agreements, either written or oral.
SECTION 20
JOINT PREPARATION
20. The parties hereto 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 a joint effort of the parties, the
language has been agreed to by parties to express 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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
10
AGREEMENT BETWEEN THE
AND THOMAS SOUTH FLORIDA,D AND HARVEY
LLC
COVINGTON
FOR PROFESSIONAL AUDITING SERVICES
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
on the respective dates under each signature: COL, signing by and through its Finance
Director, attested to and duly authorized to execute attested to and the
dulOy authorized r to
Auditor, signing by and through its
execute same.
CITY OF OPA WCKA, FLORIDA
By By
Co 1,. �rK
This P, 3 day of �a�� , 2014.
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY FOR THE USE OF AND
RELIANCE BY THE COL ONLY:
This 0� day of
AUDITOR
i
u ✓I , 2014.
HARVEY COVINGTON AND THOMAS OF SOUTH
FLORIDA, LLC A ------7
11
M
Title: /' y
ip
oA4ptpeA—
This day of , 2014.
EXHIBIT A
HOURLY RATE SCHEDULE
Partner
Professional Rates
Engagement Partner
$275.00
Engagement Quality Review Partner
$225.00
Engagement Audit Director
$200.00
Engagement Manager
$175.00
Engagement Senior Accountant
$150.00
Engagement Staff Accountant
$125.00
Administrative Support
$45.00
12