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HomeMy Public PortalAbout18-9454 Agreement for the Disposal of Surplus Property Sponsored by: City Manager RESOLUTION NO. 18-9454 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO PIGGYBACK ON THE CITY OF NORTH MIAMI'S BID WITH BIDERA LLC AND ENTER INTO AN AGREEMENT FOR THE DISPOSAL OF SURPLUS PROPERTY, IN A FORM THAT IS ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 14, 2015, the City of North Miami advertised a Request for Qualification on Surplus Auction Service Pre-Qualification RFQ No. 34-06-15 ("RFQ'), seeking competitive sealed qualifications from qualified licensed auctioneering firms to furnish all labor,machinery, supervision, expertise and services required to conduct public auctions of surplus items by the City including vehicles, office equipment,furniture and seized property, in accordance with the terms conditions and specifications contained in the RFQ; and WHEREAS, in response to the RFQ, Bidera LLC submitted its qualifications and was competitively selected by the City of North Miami administration as the highest ranked firm, with qualifications and references demonstrating to be the most advantageous to the City of North Miami in the provision of Services; and WHEREAS, the City of Opa-Locka ("City") has surplus of vehicles and scrap metals and is need of the same services; and WHEREAS, the City Commission finds that it is in the best interest of the City to piggyback on the City of North Miami service agreement with Bidera LLC Auction Services so it can benefit from already negotiated rates and enter into an agreement for the disposal of surplus property. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission of the City of Opa-Locka hereby authorizes the City Manager to piggyback on the City of North Miami agreement with Bidera LLC and enter into an Resolution No. 18-9454 agreement for disposal of surplus city property, in a form that is acceptable to the City Attorney, and in substantially the same form as attached hereto as Exhibit A. Section 3. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re-lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public hearing, by filing a corrected copy of same with the City Clerk. Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption and is subject to the approval of the Governor or his designee. PASSED AND ADOPTED this 24th day of January, 2018. if i I yra L. Taylor `Mayor Attest to: Approved as to form and legal sufficiency: ( . ,,, t , ............, . ,„...,.,,,______ , Joa il a Flores BROWN LAW GROUP, LLC Cit lerk City Attorney Moved by: COMMISSIONER RILEY Seconded by: VICE MAYOR KELLEY Commissioner Vote: 3-1 Commissioner Holmes: NOT PRESENT Commissioner Riley: YES Commissioner Pigatt: NO Vice Mayor Kelley: YES Mayor Taylor: YES dlo:'di_ ° City of Opa-Locka Agenda Cover Memo Department Director: Airia Austin Department Director Signature: Gt. Budget Administrator: Ernesto Reyes Budget Administrator 41110- t Signature: Aw Finance Director: Bryan Hamilton FD Signature: Department Asst City Manager: William Green ACM Signature: City Manager: Ed Brown CM Signature: ! '.may✓ Commission Meeting Date: 12/13/2017 Item Type: X (EnterXin box) Fiscal Impact: Ordinance Reading: (EnterXin box) (EnterXin box) X Public Hearing: • nw (Enter X in box) X X Funding Source: (Enter Fund& Advertising Requirement: Dept) (EnterXin box) X Ex: Account# Contract/P.O.Required tax 4 RFP/RFQ/Bi#: (EnterXin box) Strategic Plan Related Strategic Plan Priority Area Strategic Plan Obj./Strategy: (Enter X in box) X Enhance Organizational i (list the specific objective/strategy this Bus.&Economic Dev Q item will address) Public Safety 8 Quality of Education Qual.of Life&City Image El Communcation Sponsor Name City Manager Department: City Manager Short'Ulm A resolution authorizing the city manager to Dispose of Surplus City Property. Staff City staff, have reviewed our fleet inventory for Police and Public Works and found these units am beyond economical repair. We are therefore requesting approval to dispose of these vehicles and miscelanous scrap metals and office firnishings. Staff recommends approval 1. Agenda 2. Vehicle inventory 3. North Miami Surplus Resolution 4. North Miami Surplus Auction Services Agreement ppLIC - -+�►at*. THE CITY OF OPA—LOCKA PA * POLICE DEPARTMENT , ,; , , 4 November 28, 2017 PROPOSED AUCTION LIST BIDERA# VEH# YEAR MAKE/MODEL YIN 101 0301 2003 FORD/CV 2FAHP71W93X212434 102 0302 2003 FORD/CV 2FAHP71W53X212432 103 0304 2003 FORD/CV 2FAHP71W83X214062 104 0306 2003 FORD/CV 2FAHP71W93X214068 105 0405 2004 FORD/CV 2FAHP71W64X159569 105 0406 2004 FORD/CV 2FAHP71W64X161189 107 0407 2004 FORD/CV 2FAHP71W94X161199 108 22806 2006 FORD/CV 2FALP71W16X110372 109 22807 2006 FORD/CV 2FAHP71W36X110373 110 22820 2006 DODGE/CHARGER 2B3KA43G86H429804 111 22821 2006 DODGE/CHARGER 2B3RA43GX6H429805 112 22822 2006 DODGE/CHARGER 2B3KA43G16H429806 113 22823 2006 DODGE/CHARGER 2B3KA43G36H429807 114 22829 2006 DODGE/CHARGER 2B3KA43G96H429813 115 22840 1996 FORD/CV 2FALP71W0TX159875 116 0701 2007 FORD/CV 2FAFP71 W 17X 160844 117 0902 2009 DODGE/CHARGER 2B3KA43T39H624713 118 0907 2009 DODGE/CHARGER 2B3KA43T29H624718 119 9101 1991 FORD/F-350 1FTJF35GXMN819340 120 603 2006 FORD/TAURUS 1FAHP53U66A175808 121 22808 2006 FORD TAURUS 1FAHP53U66A175806 122 UNMARKED 2005 CHRYSLER/300 2C3JA43R35H642156 123 UNMARKED 2001 JAGUAR/S-TYPE SAJDA01 P91 GL97907 124 22819 2006 DODGE/CHARGER 2B3KA43G66H429803 125 COPS 1998 FORD/CV 2FAFP71W8WX163562 126 0900 2009 FORD/EXPEDITION 1 FMFU 15579LA09701 *** NOTE *** $225.00 per vehicle will be charged for equipment removal. Approximately$4,725.00 (21 Vehicles with Equipment; 5 Vehicles without Equipment) Sponsored by:City Manager RESOLUTION NO. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO PIGGYBACK ON THE CITY OF NORTH MIAMI BID WITH BIDERA LLC AND ENTER INTO AN AGREEMENT FOR THE DISPOSAL OF SURPLUS PROPERTY, IN A FORM THAT IS ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Orlando issued an Invitation to Bid on June 12, 2013 and entered into a service agreement with Aramark Uniform Services on July 1,2013;and WHEREAS, the City of Opa-Locka ("City") has surplus of vehicles and scrap metals;and WHEREAS, the City Commission finds that it is in the best interest of the City to piggyback on the City of North Miami service agreement with Bidera LLC Auction Services so it can benefit from already negotiated rates and enter into an agreement for the disposal of surplus property;and 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 piggyback on the City of North Miami agreement with Bidera LLC and enter into an agreement for disposal of surplus city property, in a form that is acceptable to the City Attorney, and in substantially the same form as attached hereto as Exhibit A. Section 3.This Resolution shall take effect immediately upon adoption,and is subject to the review of the State of Florida Financial Emergency Board for the City of Opa- Locka,FL. PASSED AND ADOPTED this day of ,2017. Myra L. Taylor Mayor Attest to: Approved as to form and legal sufficiency: Joanna Flores Vincent T.Brown,Esq. City Clerk The Brown Law Group, LLC City Attorney Moved by: Seconded by: Commissioner Vote: Commissioner Holmes: Commissioner Riley Commissioner Pigatt: Vice Mayor Kelley: Mayor Taylor: DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22,nhibit it RESOLUTION NO. 2015-R-125 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI, FLORIDA, APPROVING THE CITY ADMINISTRATION'S COMPETITIVE SELECTION OF BIDERA LLC,AS THE HIGHEST RANKED FIRM TO. PROVIDE PUBLIC AUCTION SERVICES FOR THE DISPOSITION OF SURPLUS ITEMS BY THE CITY, INCLUDING VEHICLES, OFFICE EQUIPMENT, FURNITURE, AND SEIZED PROPERTY; FURTHER AUTHORIZING THE INTERIM CITY MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT FOR THE PROVISION OF PUBLIC AUCTION SERVICES, WITH AN INITIAL TERM OF ONE(1)YEAR AND TWO(2) OPTIONS TO RENEW ON A YEARLY BASIS,IN ACCORDANCE WITH THE TERMS, CONDITIONS AND SPECIFICATIONS CONTAINED IN THE REQUEST FOR QUALIFICATION SURPLUS AUCTION SERVICES PRE-QUALIFICATION RFQ NO.34-06-15; PROVIDING FOR AN EFFECTIVE DATE AND FOR ALL OTHER PURPOSES. • WHEREAS,in September 14.,2015,the City ofNorth Miami("City")advertised Request for Qualification Surplus Auction Services Pre-Qualification RFQ No. 34-06-15 ("RFQ"), seeking competitive sealed qualifications from qualified licensed auctioneering firms to furnish all labor,machinery,supervision,expertise and services required to conduct public auctions of surplus items by the City including vehicles, office equipment, .furniture and seized property, in accordance with the terms conditions and specifications contained in the RFQ (collectively referred hereto as"Services");and WHEREAS,in response to the RFQ,Bidera LLC("Vendor")submitted its qualifications and was competitively selected by City administration as the highest ranked fi m, with qualifications and references demonstrating to be the most advantageous to the City in the provision of Services; and WHEREAS,the Vendor manifested the capability and willingness of providing Services at no cost to the City,and instead will charge the highest bidder of the auctioned property the amount of ten(10)percent of the bid price;and WHEREAS, City administration respectfully requests that the Mayor and City Council -- approve the selection of Vendor and further authorize an agreement for an initial term of one(1) year with two (2)options to renew on a yearly basis,for the provision of Services;and IWO NO. 15-1112(RCG) Page 1 of 3 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 WHEREAS,the Mayor and City Council find the selection of Vendor to be in the best interest of the City, and that the provision of Services are designed to protect the public health, safety,and welfare. NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH MIAMI,FLORIDA: Section 1. Selection Anuroval. The Mayor and City Council of the City of North Miami,Florida,hereby approve the City administration's competitive selection of Bidera LLC,as the highest ranked firm to provide public auction services for the disposition of surplus items by the City,including vehicles,office equipment,furniture,and seized property. Section 2. Authority of Interim City Manager. The Mayor and City Council of the City of North Miami,Florida,hereby authorize the Interim City Manager to negotiate and execute. an agreement for the provision of public auction services,with an initial term of one(1)year and two (2) options to renew on a yearly basis, in accordance with the terms, conditions and specifications contained in the Request for Qualification Surplus Auction Services Pre- Qualification RFQ No. 34-06-15. Section 3. Effective Date.This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED by a 5- 0 vote of the Mayor and City Council of the City of North Miami,Florida,this 24th day of NommhAr ,2015. DR. ri'' 'y EPH MA •R ATTEST di r MICHAEL A.ETIENNE,ESQ. CITY CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: AND C. DOS,ESQ. INTERIM CI ATTORNEY IWO NO.15-1112(RCG) Page 2 of 3 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 SPONSORED BY: CITY ADMINISTRATION Moved by: Keys Seconded by: Galvin Vote: Mayor Smith Joseph,D.O.,Pharm.D. � (Yes) (No) Vice Mayor Carol Keys,Esq. X (Yes) (No) Councilman Scott Galvin X (Yes) (No) Councilman Philippe Bien-Aime � (Yes) (No) Councilman Alix Desulme X (Yes) (No) IWO NO.15-1112(RCG) Page 3 of 3 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 11/9/2015 Detail by Entity Name OPftiA 1)1.1'r1RTMEN'1' OF S'i'ATi; ' 117 l Detail by Entity Name Florida Limited Liability Company BIDERA LLC Filing Information Document Number L13000090491 FEIIEIN Number 46-3100185 Date Filed 06/24/2013 Effective Date 06/24/2013 State FL Status ACTIVE Last Event REINSTATEMENT Event Date Filed 09/30/2015 Principal Address 4995 NW 72 Ave 405 Miami, FL 33166 Changed: 01/30/2014 Mailing Address 4995 NW 72 Ave 405 Miami, FL 33166 Changed: 01/30/2014 Registered Agent Name&Address PERERA,ARMANDO 8950 NE 8 Ave 302 MIAMI, FL 33138 Name Changed: 09/30/2015 Address Changed: 01/30/2014 Authorized Persons. Detail Name &Address Title MGR http://search.sunb iz.org/Inquiry/CorporadonSearch/SearchResultDetailAnquiryrype=EntilyName&directionType=Initial&searc hNameOrder=BIDERAYo20L130... 1/2 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 11/9/2015 Detail by Entity Name PERERA, ARMANDO 8950 NE 8 Ave 302 MIAMI, FL 33138 Annual Reports Report Year Filed Date 2014 01/30/2014 2015 09/30/2015 Pocument Images 09/30/2015-- REINSTATEMENT View image in PDF format 01/30/2014 --ANNUAL REPORT View image in PDF format 06/24/2013-- Florida Limited Liability View image in PDF format Copyright©and Privacy Policies State of Florida,Department of State http://search.sunbiz.orgllnquiry/Corporation3earch/SearchResultDetail?inqusrytype=EntityName&dlrectionType=lni tial&seerchNameOrder=BIDERA%20L130... 212 Option to Renew Letter Hie I �H MIAMI F L DR ID A October 24, 2017 Bidera, LLC ATTN: Armando Perera, President 4995 NW 72 Ave Miami, FL 33166 RE: CONTRACT NO.: RFQ 34-06-15 EXPIRATION DATE: December 22, 2017 CONTRACT TITLE: Surplus Auction Services RENEWAL NO.: 2 of 2 Dear Mr. Perera, The City of North Miami would like to exercise the second option to renew the above referenced contract. The renewal shall be exercised with all the same terms and conditions adhered to with no deviations, unless otherwise specified within the original agreement. The renewal period shall be effective from December 23, 2017 through December 22, 2018. The City reserves the right to terminate and re-solicit any contract if it determines that contract terms are not in the City's best interests. The renewal of this contract is contingent upon approval from the City Manager. Please acknowledge receipt of this letter by no later than October 30, 2017 by signing below and returning this letter, along with copies of your updated insurance certificates, to the City of North Miami Purchasing Department. If you have any questions, please feel free to contact me at (305) 895-9886. Your cooperation in this matter is appreciated. Sincerely, I HEREBY ACKNOWLEDGE RECEIPT AGREEMENT f"/„/„/ OF THIS LETTER & WILL SUBMIT COMPLIANCE DOCUMENTS AS REQUIRED: Alberto Destrade j Bidera, LLC Purchasing Director Company Name L.- -D Signature { Armando Perera,President Print Name and Title 11/2/2017 _ Date 776 NE 125 Street North Miami Florida ' 33181 305.895.9886 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 CITY OF NORTH MIAMI SURPLUS AUCTION SERVICES AGREEMENT (RFQ#34-06-15;Auction Services) THIS SURPIAJ�i'lTocTION SERVICES AGREEMENT("Agreement")is entered into this day of , 2015, between the City of North Miami, a Florida municipal corporation with a principal address of 776 NE 125th Street, North Miami, Florida ("City"), and Bidera, LLC, a Florida limited liability company registered and authorized to do business under the laws of the State of Florida,having its principal office at 4995 Northwest 72nd Avenue, Suite 405, Miami, FL 33166 ("Vendor"). The City and Vendor shall collectively be referred to as the"Parties", and each may individually be referred to as a"Party". RECITALS WHEREAS, on September 14, 2015, the City of North Miami ("City") advertised Request for Qualifications#34-06-15,Surplus Auction Services Pre-Qualification("RFQ"),for the purpose of retaining experienced and qualified Auctioneers to provide auction services for surplus items for the City to include, but not limited to vehicles, office equipment, furniture and confiscated or seized times, (collectively referred hereto as"Services");and WHEREAS, the RFQ was administered in accordance with Chapter 7, Article III of the City's Procurement Code; and WHEREAS, in response to the RFQ, Vendor submitted its sealed Qualifications for the provision of professional Auctioneering Services, and was subsequently selected by City administration as having those qualifications and references most advantageous to the City;and WHEREAS,on October 29,2015,Vendor was ranked as the most responsive,responsible respondent for the provision of Services;and WHEREAS, on November 24, 2015, the Mayor and City Council passed and adopted Resolution No. 2015-R-125, authorizing the City Manager to execute this Agreement for the provision of Services,as beneficial to the health, safety and welfare of all City residents. NOW,THEREFORE,in consideration of the mutual terms and conditions set forth herein and other good and valuable consideration,the Parties hereto agree as follows: ARTICLE 1 -RECITALS 1.1 The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. ARTICLE 2-CONTRACT DOCUMENTS 2.1 The following documents are incorporated into and made a part of this Agreement (collectively referred to as the "Contract Documents"): 2.1.1 The City's Request for Qualifications No. 34-06-15, Surplus Auctions Services Pre-Qualification,attached hereto by reference; IWO#15- 1182(RCG) Page 1 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 2.1.2 Vendor's response to the RFQ ("Qualifications"), attached hereto by reference; 2.1.3 Resolution No. 2015-R-125,passed and adopted by the Mayor and City Council on November 24, 2015, approving Vendor's selection and authorizing the execution of this Agreement,attached hereto as Exhibit"A"; 2.1.4 Any additional documents which are required to be submitted by Vendor under this Agreement. 2.2 In the event of any conflict between the Contract Documents or any ambiguity or missing specification or instruction,the following priority is hereby established: 2.2.1 Specific written direction from the City Manager or City Manager's designee. 2.2.2 This Agreement. 2.2.3 The RFQ. 2.2.4 The Proposal. 2.3 The Parties agree that Vendor is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or other error found in the RFQ prior to Vendor submitting its Qualifications or the right to clarify same shall be waived. ARTICLE 3—TIME FOR PERFORMANCE 3.1 Subject to authorized adjustments, the initial term of the Contract will be for a period of one(1)year,with the first six(6)months being a trial period. If the services provided by Vendor are satisfactory,as determined by the City Manager at the conclusion of the six-month trial period, the Contract term will then continue through the expiration of the initial term. The City Manager shall have the option to renew the Contract in writing and upon the same pricing, terms and conditions at the expiration of the initial term for two(2) additional, one(1)year periods. 3.2 Commencing on the date this Agreement is executed,unless terminated earlier by the City. Vendor agrees that the performance of Services shall be pursued on schedule, diligently and uninterrupted at a rate of progress which will ensure full completion within the agreed time for performance. Failure to achieve timely final completion shall be regarded as a material breach of this Agreement and shall be subject to the appropriate remedies available at law. This Agreement shall remain in full force and effect until the completion of Services by the Vendor and the acceptance of Services by the City. 3.3 Minor adjustments to the Time for Performance which are approved in writing by the City in advance, shall not constitute non-performance by Vendor.Any impact on the time for performance shall be determined and the time schedule for completion of Services will be modified accordingly. 3.4 When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to the Vendor's ability to perform Services or any portion thereof, the City may request that the Vendor,within a reasonable time frame set forth in the City's request,provide adequate assurances to the City in writing,of Vendor's ability to perform in accordance with terms of this Agreement. IWO#15- 1182(RCG) Page 2 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 In the event that the Vendor fails to provide the City the requested assurances within the prescribed time frame,the City may treat such failure as a repudiation or breach of this Agreement,and resort to any remedy for breach provided for in this Agreement or at law. 3.5 Notwithstanding the provisions of this Article 3,this Agreement may be terminated by the City at any time,with or without cause. ARTICLE 4-COMPENSATION 4.1 Vendor shall provide Services at no cost to the City, and instead will charge the highest bidder(i.e.,purchaser)of the auctioned property the amount of ten(10)percent of the bid price. 4.2 Funding for this Agreement is contingent on the availability of funds and the Agreement is subject to amendment or termination due to lack of funds or a reduction of funds,upon ten(10) days written notice to Vendor. ARTICLE 5-SCOPE OF SERVICES 5.1 Vendor agrees to perform Services for the benefit of the City under the special terms, schedules, and conditions set forth in the Contract Documents. Vendor shall perform Services in accordance with that degree of care and skill ordinarily exercised by reputable members of its profession. 5.2 Vendor represents and warrants to the City that: (i) Vendor possesses all qualifications, licenses and expertise required in the provision of Services, with personnel fully licensed by the State of Florida; (ii)Vendor is not delinquent in the payment of any sums due the City,including payment of permit fees,local business taxes, or in the performance of any obligations to the City; (iii) all personnel assigned to perform work shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv)the Services will be performed in the manner as described in the Contract Documents for the budgeted amounts,rates and schedules; and (v) the person executing this Agreement on behalf of Vendor is duly authorized to execute same and fully bind Vendor as a Party to this Agreement. 5.3 Vendor agrees and understands that: (i)any and all subcontractors used by Vendor shall be paid by Vendor and not paid directly by the City;and(ii)any and all liabilities regarding payment to or use of subcontractors for any of the work related to this Agreement shall be borne solely by Vendor. Any work performed for Vendor by a subcontractor will be pursuant to an appropriate agreement between Vendor and subcontractor which specifically binds the subcontractor to all applicable terms and conditions of the Contract Documents. 5.4 Vendor warrants that any and all work,materials,services or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result,will be supplied by the Vendor at its own cost,whether or not specifically called for. ARTICLE 6- CITY'S TERMINATION RIGHTS 6.1 The City shall have the right to terminate this Agreement,in its sole discretion at any time, with or without cause, upon ten (10) days written notice to Vendor. In such event, the City shall pay Vendor compensation for Services rendered prior to the effective date of termination.The City IWO#15- 1182(RCG) Page 3 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 shall not be liable to Vendor for any additional compensation, or for any consequential or incidental damages. ARTICLE 7-INDEPENDENT CONTRACTOR 7.1 Vendor, its employees and agents shall be deemed to be independent contractors and not agents or employees of the City and shall not attain any rights or benefits under the civil service or pension ordinances of the City, or any rights generally afforded to classified or unclassified employees. The Vendor shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of the City. ARTICLE 8-DEFAULT 8.1 In the event the Vendor fails to comply with any provision of this Agreement,the City may declare the Vendor in default by written notification.The City shall have the right to terminate this Agreement if the Vendor fails to cure the default within ten (10) days after receiving notice of default from the City. If the Vendor fails to cure the default,the Vendor will only be compensated for completed Services. In the event partial payment has been made for such Services not completed,the Vendor shall return such sums due to the City within ten(10)days after notice that such sums are due. The Vendor understands and agrees that termination of this Agreement under this section shall not release Vendor from any obligations accruing prior to the effective date of termination. ARTICLE 9 -ERRORS AND OMISSIONS 9.1 Vendor shall be responsible for deficient conduct and reporting due to Vendor's errors and omissions, and shall promptly correct or replace all such deficiencies without cost to City. The Vendor shall also be responsible for all damages resulting from such errors and omissions. Payment in full by the City for Services performed does not constitute a waiver of this representation. ARTICLE 10-INDEMNIFICATION 10.1 Vendor agrees to indemnify, defend, save and hold harmless the City its officers, agents and employees, from and against any and all claims, liabilities, suits, losses,claims,fines, and/or causes of action that may be brought against the City, its officers, agents and employees, on account of any negligent act or omission of Vendor, its agents, servants, or employees in the performance of Services under this Agreement and resulting in personal injury, loss of life or damage to property sustained by any person or entity,to the extent caused by Vendor's negligence within the scope of this Agreement, including all costs, reasonable attorney's fees, expenses, including any appeal,and including the investigations and defense of any action or proceeding and any order,judgment,or decree which may be entered in any such action or proceeding,except for damages specifically caused by or arising out of the negligence, strict liability,intentional torts or criminal acts of the City,its officer,agents,employees or contractors,which claims are lodged by any person,firm, or corporation. 10.2 Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Chapter 768,Florida Statutes. Additionally,the City does not waive sovereign immunity,and no claim or award against the City shall include attorney's fees,investigative costs or pre judgment interest. IWO#15- 1182(RCG) Page 4 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 ARTICLE 11 -INSURANCE 11.1 Prior to the execution of this Agreement,the Vendor shall submit certificate(s)of insurance evidencing the required coverage and specifically providing that the City is an additional named insured or additional insured with respect to the required coverage and the operations of the Vendor under this Agreement. Vendor shall not commence work under this Agreement until after Vendor has obtained all of the minimum insurance described in the RFQ and the policies of such insurance detailing the provisions of coverage have been received and approved by the City. Vendor shall not permit any subcontractor to begin work until after similar minimum insurance to cover subcontractor has been obtained and approved. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the term of this Agreement,Vendor shall furnish,at least thirty (30) calendar days prior to expiration of the date of the insurance, a renewed certificate of insurance as proof that equal and like coverage and extension is in effect. Vendor shall not continue to perform the Services required by this Agreement unless all required insurance remains in full force and effect. 11.2 All insurance policies required from Vendor shall be written by a company with a Best rating of B+or better and duly authorized and licensed to do business in the State of Florida and be executed by duly licensed agents upon whom service of process may be made in Miami-Dade County,Florida. ARTICLE 12 -OWNERSHIP OF DOCUMENTS 12.1 All documents developed by Vendor under this Agreement shall be delivered to the City by the Vendor upon completion of the Services and shall become property of the City, without restriction or limitation of its use.The Vendor agrees that all documents generated hereto shall be subject to the applicable provisions of the Public Records Law,under Chapter 119,Florida Statutes (2015). 12.2 The Vendor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation,the following conditions: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service;(2)provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3)ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed,except as authorized by law; (4)meet all requirements for retaining public records and transfer, at no cost to the City, all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and (5) all electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. 12.3 It is further understood by and between the Parties that any information, writings, tapes, Contract Documents,reports or any other matter whatsoever which is given by the City to the Vendor pursuant to this Agreement shall at all times remain the property of the City and shall not be used by the Vendor for any other purposes whatsoever without the written consent of the City. 12.4 In the event the Agreement is terminated, Vendor agrees to provide the City all such documents within ten(10)days from the date the Agreement is terminated. IWO#15- 1182(RCG) Page 5 of 9 DocuSipn Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 ARTICLE 13-NOTICES 13.1 All notices,demands,correspondence and other communications between the Parties shall be deemed sufficiently given under the terms of this Agreement when dispatched by registered or certified mail,postage prepaid,return receipt requested, addressed as follows or as the same may be changed from time to time: For Vendor: Bidera LLC 4995 Northwest 72nd Avenue Suite 405 Miami,FL 33166 Phone: (305) 822-5000 For the City: City of North Miami Attn: City Manager 776 N.E.125th Street North Miami,Florida 33161 With copy to: City of North Miami Attn: City Attorney 776 N.E.125th Street North Miami,Florida 33161 13.2 Either Party may at any time designate a different address and/or contact person by giving notice as provided above to the other Party. Such notices shall be deemed given upon receipt by the addressee. 13.3 In the event there is a change of address and the moving Party fails to provide notice to the other Party,then notice sent as provided in this Article shall constitute adequate notice ARTICLE 14-CONFLICT OF INTEREST 14.1 Vendor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay,paid,or agreed to pay any person any fee, commission,percentage, brokerage fee,or gift of any kind contingent upon or in connection with,the award of this Agreement. 14.2 Vendor covenants that no person under its employ who presently exercises any functions or responsibilities on behalf of the City in connection with this Agreement has any personal financial interest,directly or indirectly,with contractors or vendors providing professional services on projects assigned to the Vendor, except as fully disclosed and approved by the City. Vendor further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. IWO#15- 1182(RCG) Page 6 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 ARTICLE 15-MISCELLANEOUS PROVISIONS 15.1 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 hereof, and no waiver shall be effective unless made in writing. 15.2 All representations, indemnifications, warranties and guarantees made in, required by, or given in accordance with this Agreement, as well as all continuing obligations indicated in the Contract Documents, shall survive final payment, completion and acceptance of the Services and termination or completion of the Agreement. 15.3 Should any provision,paragraph,sentence,word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 15.4 This Agreement and Contract Documents constitute the sole and entire agreement between the Parties. No modification or amendments to this Agreement shall be binding on either Party unless in writing and signed by both Parties. 15.5 This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the Parties shall be in Miami-Dade County,Florida. 15.6 The City reserves the right to audit the records of the Vendor covered by this Agreement at any time during the provision of Services and for a period of three years after final payment is made under this Agreement. 15.7 The Vendor agrees to comply with and observe all applicable federal,state,and local laws, rules,regulations,codes and ordinances,as they may be amended from time to time. 15.8 Services shall not be subcontracted, transferred, conveyed, or assigned under this Agreement in whole or in part to any other person, firm or corporation without the prior written consent of the City. 15.9 The City of North Miami is exempt from Federal Excise and State taxes. The applicable tax exemption number or certificate shall be made available upon request. 15.10 The professional Services to be provided by Vendor pursuant to this Agreement shall be non-exclusive, and nothing herein shall preclude the City from engaging other firms to perform Services. 15.11 This Agreement shall be binding upon the Parties herein, their heirs, executors, legal representatives,successors and assigns. IWO#15- 1182(RCG) Page 7 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 15.12 The Vendor agrees that it shall not discriminate as to race,sex,color,creed,national origin, or disability,in connection with its performance under this Agreement. 15.13 All other terms, conditions and requirements contained in the RFQ,which have not been modified by this Agreement, shall remain in full force and effect. 15.14 In the event of any dispute arising under or related to this Agreement,the prevailing Party shall be entitled to recover all actual attorney fees,costs and expenses incurred by it in connection with that dispute and/or the enforcement of this Agreement,including all such actual attorney fees, costs and expenses at all judicial levels, including appeal, until such dispute is resolved with finality. 15.15 This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same Agreement. IWO#15- 1182(RCG) Page 8 of 9 DocuSign Envelope ID:D747BC3A-3A0D-43A1-86AF-31C88E9CCD22 IN WITNESS WHEREOF,the Parties have executed this Agreement by their respective proper officers duly authorized the day and year first written above. ATTEST: Bidera,LLC,a Florida Limited Liability Company: Corporate Secretary or Witness: "Vendor" B rADocuSigned by: rintUliaO DocuSigned by: tariat a t/a�,�t,5 B Pe,rt,ra By: i4E86"°WBBIC3... y' 3c1-21CCLO2C/A DA... Mariana valdes Armando Perera Print Name: Print Name: 12/23/2015 12/17/2015 Date: Date: ATTEST: City of North Miami, a Florida municipal corporation: "City" DocuSigned by: c—DocuSigned by Qrgt r A. Som.! BY: �2,70+0877FE84.. By: ‘---FDAE1897923F4DD. Michael A. Etienne Arthur H. Sorey,III City Clerk Interim City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY: DocuSigned by: �i .d, C. .es By: 12fD11010844C7... Roland C. Galdos,Esq. Interim City Attorney IWO#15- 1182(RCG) Page 9 of 9