HomeMy WebLinkAboutReso 2010-1604
RESOLUTION NO. 2010 - I ~ 6 ~
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, AWARDING RFP NO. 10-07-01 TO AND
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND ENTER
INTO AN AGREEMENT WITH MIDTOWN TOWING OF MIAMI, INC.
AND WITH DOWNTOWN TOWING COMPANY, INC. TO PROVIDE
POLICE TOWING SERVICES; AUTHORIZING THE MAYOR TO
EXECUTE SAID AGREEMENTS; AUTHORIZING THE CITY MANAGER
TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS
RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach Police Department requires the services of
towing companies on a rotational basis; and
WHEREAS, the City issued and advertised Request for Proposals (RFP) No. 10-07-01, for
Professional Towing Services for the City of Sunny Isles Beach Police Department, for which three
(3) responses were received; and
WHEREAS, staff has determined that the bid response from Midtown Towing of Miami, Inc.
and Downtown Towing Company, Inc., were both qualified responsive bidders; and
WHEREAS, the City wishes to award RFP No.1 0-07 -01 to and authorize the City Manager
to enter into an agreement with Midtown Towing of Miami, Inc. and with Downtown Towing
Company, Inc. to provide towing services to the Police Department, on a rotational basis, for a
period of three (3) years.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Incorporation of Recitals. The recitals set forth in this resolution are incorporated
herein by reference as if fully set forth herein.
Section 2. Award of Bid and Authorize Citv Manager to Negotiate Agreements. The City
Commission hereby awards RFP No. 10-07-01 to and authorizes the City Manager to enter into an
agreement with Midtown Towing of Miami, Inc. and with Downtown Towing Company, Inc., to
provide towing services to the Police Department, on a rotational basis, for a period of three (3)
years.
Section 3.
Authorization of Mavor. The Mayor is hereby authorized to execute said Agreements.
Section 4. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 5.
Effective Date. This Resolution will become effective upon adoption.
R2010- Towing Srv Midtown and Downtown Towing (RFP 10-07-01) (2) Page lof2
PASSED AND ADOPTED this 16th day of September 2010.
,ATTEST:
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Jane A. Hines, CMC, City Clerk
S TO FORM
FFICIENCY:
Vote: ~-O
Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
\.,.../ (Yes)
~Y es)
0-Y es)
~Yes)
~(Yes)
Moved by: r ./')~J"~' fIA-~ CboO\)ml\-tJ
Seconded by: C1~&-~2.,tJ
_(No)
_(No)
_(No)
_(No)
_(No)
R201O- Towing Srv Midtown and Downtown Towing (RFP 10-07-01) (2) Page 2 of2
CITY OF SUNNY ISLES BEACH
AGREEMENT WITH MIDTOWN TOWING OF MIAMI, INC.
FOR PROFESSIONAL TOW SERVICES
FOR THE SUNNY ISLES BEACH POLICE DEPARTMENT
CONTRACT NO. C0910-064
THIS AGREEMENT made and entered into as of this (,=,'; day of ~.~e.., 2010
by and between Midtown Towing of Miami, Inc., a corporation organized and existing under the
laws of the State of Florida, having its principal office at 551 N.W. 72 Street, Miami, Florida
33160 (hereinafter referred to as the "Contractor"), and the City of Sunny Isles Beach, a political
subdivision of the State of Florida, having its principal office at 18070 Collins Avenue, Sunny
Isles Beach, Florida 33160 (hereinafter referred to as the "City"),
WITNESSETH:
WHEREAS, the Contractor has offered to provide Towing and Storage of Vehicles
Services that shall conform to the City of Sunny Isles Beach's Request for Proposals (RFP) No. 10-
07 -01, all associated addenda and attachments, incorporated herein by reference; and the
requirements of this Agreement; and,
WHEREAS, the Contractor submitted a written proposal in response to RFP No. 10-07-
01 hereinafter referred to as the "Contractor's Proposal", which is incorporated herein by
reference; and
WHEREAS, the City desires to procure from the Contractor such Towing and Storage of
Vehicles Services for the City, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
The following words and expressions used in this Agreement shall be construed as follows, except
when it is clear from the context that another meaning is intended:
a) The words "Contract" or "Contract Documents" or "Agreement" to mean collectively
these terms and conditions of RFP No. 10-07-01 and all associated addenda and
attachments, the Contractor's Proposal, and all other attachments hereto and all
amendments issued hereto.
b) The words "Contract Date" to mean the date on which this Agreement is effective.
c) The words "Contract Manager" to mean Michael Grandinetti, Captain Admin. Division,
Police Department, or the duly authorized representative designated to manage the
Contract.
d)
The word "Contractor" to mean Midtown Towing of Miami, Inc. and its
permitted
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successors and assigns.
e) The word "Days" to mean Calendar Days.
1) The word "Deliverables" to mean all documentation and any items of any nature submitted
by the Contractor to the City's Project Manager for review and approval pursuant to the
terms of this Agreement.
g) The words "directed", "required", "permitted", "ordered", "designated", "selected",
"prescribed" or words of like import to mean respectively, the direction, requirement,
permission, order, designation, selection or prescription of the City's Project Manager; and
similarly the words "approved", "acceptable", "satisfactory", "equal", "necessary", or
words of like import to mean respectively, approved by, or acceptable or satisfactory to,
equal or necessary in the opinion of the City's Project Manager.
h) The words "Change Order" or "Extra Work" or "Additional Work" resulting in additions or
deletions or modifications to the amount, type or value of the Work and Services as
required in this Contract, as directed and/or approved by the City.
i) The words "Project Cost" mean the sum of the construction costs, allowances for
contingencies, the total cost of design professional and related services provided by
consultant, and allowances for such other items as charges of all other professionals and
consultants.
j) The words "Project Manager" to mean the City Manager or the duly authorized
representative designated to manage the Project.
k) The words "Work", "Services" "Program", or "Project" to mean all matters and things
required to be done by the Contractor in accordance with the provisions of this Contract.
ARTICLE 2. ORDER OF PRECEDENCE
If there is a conflict between or among the prOVISIOns of this Agreement, the order of
precedence is as follows: 1) these terms and conditions, 2) the City of Sunny Isles Beach's RFP
No. 10-07-01 and any associated addenda and attachments thereof, and 3) the Contractor's
Proposal.
ARTICLE 3. RULES OF INTERPRETATION
a) References to a specified Article, section, or schedule shall be construed as reference to
that specified Article, or section of, or schedule to this Agreement unless otherwise
indicated.
b) Reference to any agreement or other instrument shall be deemed to include such agreement
or other instrument as such agreement or other instrument may, from time to time, be
modified, amended, supplemented, or restated in accordance with its terms.
c) The terms "hereof', "herein", "hereinafter", "hereby", "herewith", "hereto", and
"hereunder" shall be deemed to refer to this Agreement.
d) The titles, headings, captions and arrangements used in these Terms and Conditions are for
convenience only and shall not be deemed to limit, amplify or modify the terms of this
Contract, nor affect the meaning thereof.
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ARTICLE 4. NATURE OF THE AGREEMENT
a) This Agreement incorporates and includes all prior negotiatIOns, correspondence,
conversations, agreements, and understandings applicable to the matters contained in this
Agreement. The parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained in
this Agreement, and that this Agreement contains the entire agreement between the parties
as to all matters contained herein. Accordingly, it is agreed that no deviation from the
terms hereof shall be predicated upon any prior representations or agreements, whether oral
or written. It is further agreed that any oral representations or modifications concerning
this Agreement shall be of no force or effect, and that this Agreement may be modified,
altered or amended only by a written amendment duly executed by both parties hereto or
their authorized representatives.
b) The Contractor shall provide the services set forth in RFP No. 10-07-01 and any associated
addenda and attachments thereof, and render full and prompt cooperation with the City in
all aspects of the services performed hereunder.
c) The Contractor acknowledges that this Agreement requires the performance of all things
necessary for or incidental to the effective and complete performance of all Work and
Services under this Contract. All things not expressly mentioned in this Agreement but
necessary to carrying out its intent are required by this Agreement, and the Contractor shall
perform the same as though they were specifically mentioned, described and delineated.
d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to
perform the Work and Services that are necessary for the completion of this Contract. All
Work and Services shall be accomplished at the direction of and to the satisfaction of the
City's Project Manager.
e) The Contractor acknowledges that the City shall be responsible for making all policy
decisions regarding RFP No. 10-07-01 and any associated addenda and attachments
thereof. The Contractor agrees to implement any
and all changes in providing Services hereunder as a result of a policy change implemented
by the City. The Contractor agrees to act in an expeditious and fiscally sound manner in
providing the City with input regarding the time and cost to implement said changes and in
executing the activities required to implement said changes.
ARTICLE 5. CONTRACT TERM AND TIME FOR COMPLETION
The Contract shall become effective on upon the execution of this agreemnt and shall be for the
duration of three (3) years. The City, at its sole discretion, reserves the right to exercise the option
to renew this Contract for additional one-year periods through mutual agreement in writing by all
parties. The City will notify the vendor in writing of the extension.
ARTICLE 6. NOTICE REQUIREMENTS
All notices required or permitted under this Agreement shall be in writing and shall be deemed
sufficiently served if delivered by Registered or Certified Mail, with return receipt requested; or
delivered personally; or delivered via fax or e-mail (if provided below) and followed with delivery
of hard copy; and in any case addressed as follows:
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(1) To the City
Michael Grandinetti, Captain Admin. Division,
City of Sunny Isles Beach Police Department
18070 Collins Avenue
City of Sunny Isles Beach, FL 33160
Phone: 305-947-4440
(2) To the Contractor
Lauraine Litchtman, President
Midtown Towing of Miami, Inc.
2047 N.E. 154 Street
North Miami Beach, FL 33162
Phone: 305-754-1450
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.
ARTICLE 7. BASIS OF COMPENSATION
The Contractor agrees to provide Towing and Storage of Vehicles Services as defined in the City's
Request for Proposal 10-07-01 and as agreed upon in the Vendor's response thereto.
ARTICLE 8. PAYMENT FOR SERVICES/AMOUNT OBLIGATED
The Contractor warrants that it has reviewed the City's requirements and has asked such questions
and conducted such other inquiries as the Contractor deemed necessary in order to determine the
price the Contractor will charge to provide the Work and Services to be performed
under this Contract. The compensation for all Work and Services performed under this Contract,
including all costs associated with such Work and Services, shall be as per the Contractor's
response to the City's RFP NO. 10-07-01. The City shall have no obligation to pay the Contractor
any additional sum in excess of this amount, except for a change and/or modification to the
Contract, which is approved and executed in writing by the City and the Contractor.
All Services undertaken by the Contractor before City's approval of this Contract shall be at the
Contractor's risk and expense.
With respect to travel costs and travel related expenses outside of South Florida, the Contractor
agrees to adhere to Section 112.061 of the Florida Statutes as they pertain to out-of-pocket
expenses including employee lodging, transportation, per diem, and all miscellaneous cost and
fees. The City shall not be liable for any such expenses that have not been approved in advance,
in writing, by the City.
ARTICLE 9. TOWING RATES
The Towing Rates for City-owned vehicles shall remain firm and fixed for the term of the
Contract, including any option or extension periods. The Maximum Non-Consent Towing Rates
set by Miami-Dade County shall also remain firm for the duration of the contract unless adjusted
by the appropriate authorities of Miami-Dade County. Vendor will be notified of such adjustments
in writing.
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ARTICLE 10. INVOICINGIPAYMENT
Invoices and associated back-up documentation shall be submitted in duplicate by the Contractor
to the City as follows:
City of Sunny Isles Beach
Finance Department
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Attention: Accounts Payable
The City may at any time designate a different address and/or contact person by giving written
notice to the other party.
ARTICLE 11. INDEMNIFICATION AND INSURANCE
In accordance with Chapter 725, Florida Statutes, the Contractor shall defend, indemnify and hold
harmless the City and its officers, employees, agents and instrumentalities from any and all
liability, losses or damages, in an amount not less than $1,000,000 per occurrence which shall
include attorneys' fees and costs of defense, which the City or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings
of any kind or nature arising out of, relating to or resulting from the performance of this
Agreement by the Contractor or its employees, agents, servants, partners, or principals.
Furthermore, the Contractor shall pay all claims and losses in an amount not less than $1,000,000
per occurrence in connection therewith and shall investigate and defend all claims, suits or actions
of any kind or nature in the name of the City, where applicable, including appellate proceedings,
and shall pay all costs, judgments, and attorney's fees which may issue thereon.
The Contractor expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by the Contractor shall cover the City, its officers, employees,
agents and instrumentalities and shall include claims, or damages resulting from and/or caused by
the negligence, recklessness or intentional wrongful misconduct of the indemnifying party and
persons employed by or utilized by the indemnifying party in the performance of the contract.
Such obligation to defend, indemnify and hold harmless shall continue notwithstanding any
negligence or comparative negligence on the part of the City, including its officers, agents and
employees, relating to such loss or damage and shall include all costs, expenses, and liabilities
incurred by the City in connection with any such claim, suit, action or cause of action, including
the investigation thereof and the defense of any action or proceeding brought thereon and any
order, judgment or decree which may be entered in any such action or proceeding or as a result
thereof. These provisions shall survive the expiration or termination of this Agreement. Nothing
in this Agreement shall be construed to affect in any way the City's rights, privileges, and
immunities as set forth in Florida Statutes Section 768.28.
Upon City's notification, the Contractor shall furnish to the City Manager or his designee,
Certificates of Insurance that indicate that insurance coverage has been obtained, which meets the
requirements as outlined below:
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1. Worker's Compensation Insurance for all employees of the Contractor as required by
Florida Statute 440. Should the Contractor be exempt from this Statute, the Contractor and
each employee shall hold the City harmless from any injury incurred during performance of
the Contract. The exempt contractor shall also submit a written statement detailing the
number of employees and that they are not required to carry Worker's Compensation
insurance, and do not anticipate hiring any additional employees during the term of this
contract, or a copy of a Certificate of Exemption.
2. Garage Liability Insurance in an amount not less than $500,000 per occurrence for bodily
injury and property damage combined, endorsed to include:
a. Automobile service operations
b. Garage Keepers Legal Liability Insurance covering perils including, but not limited
to, fire and explosion, theft of an entire vehicle, collision, riot and civil commotion,
vandalism, and malicious mischief, guard dogs.
The City of Sunny Isles Beach must be shown as an additional
insured with respect to this coverage. The mailing address of City of Sunny Isles
Beach, 18070 Collins Avenue, Sunny Isles Beach, Florida 33160, as the certificate
holder, must appear on the certificate of insurance.
3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used in
connection with the Services, in an amount not less than $1,000,000 per person and
$2,000,000 per occurrence.
The insurance coverage required shall include those classifications, as listed in standard liability
insurance manuals, which most nearly reflect the operation of the Contractor. All insurance
policies required above shall be issued by companies authorized to do business under the laws of
the State of Florida with the following qualifications:
The company must be rated no less than "B" as to management, and no less than "Class V" as to
financial strength, according to the latest edition of Best's Insurance Guide published by A.M. Best
Company, or its equivalent, subject to the approval of the City's Risk Management Division.
Certificates of Insurance must indicate that for any cancellation of coverage before the
expiration date, the issuing insurance carrier will endeavor to mail thirty (30)
day written advance notice to the certificate holder. In addition, the Contractor hereby
agrees not to modify the insurance coverage without thirty (30) days written advance notice
to the City.
NOTE: CITY OF SUNNY ISLES BEACH CONTRACT NUMBER AND TITLE MUST
APPEAR ON EACH CERTIFICATE OF INSURANCE.
Compliance with the foregoing requirements shall not relieve the Contractor of this liability and
obligation under this section or under any other section in this Agreement.
Award of this Contract is contingent upon the receipt of the insurance documents, as required,
within fifteen (15) calendar days after City notification to Contractor to comply before the award is
made. If the insurance certificate is received within the specified time frame but not in the manner
prescribed in this Agreement, the Contractor shall be verbally notified of such deficiency and snall
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have an additional five (5) calendar days to submit a corrected certificate to the City. If the
Contractor fails to submit the required insurance documents in the manner prescribed in this
Agreement within twenty (20) calendar days after City notification to comply, the Contractor shall
be in default of the contractual terms and conditions and award of the Contract will be rescinded,
unless such time frame for submission has been extended by the City.
The Contractor shall be responsible for assuring that the insurance certificates required in
conjunction with this Section remain in force for the duration of the contractual period of the
Contract, including any and all option years or extension periods that may be granted by the City.
If insurance certificates are scheduled to expire during the contractual period, the Contractor shall
be responsible for submitting new or renewed insurance certificates to the City at a minimum of
thirty (30) calendar days in advance of such expiration. In the event that expired certificates are
not replaced with new or renewed certificates which cover the
contractual period, the City shall suspend the Contract until such time as the new or renewed
certificates are received by the City in the manner prescribed herein; provided, however, that this
suspended period does not exceed thirty (30) calendar days. Thereafter, the City may, at its sole
discretion, terminate this contract.
ARTICLE 12. FAILURE TO COMPLY
Contractor agrees that failure to comply with all terms, conditions, and specifications outlined in
the Request for Proposal, this Agreement, and letter of award may result in the immediate removal
from the rotation schedule and termination of this Agreement.
ARTICLE 13. MANNER OF PERFORMANCE
a) The Contractor shall provide the Services described herein in a competent and professional
manner satisfactory to the City in accordance with the terms and
conditions of this Agreement. The City shall be entitled to a satisfactory performance of all
Services described herein and to full and prompt cooperation by the Contractor in
all aspects of the Services. At the request of the City, the Contractor shall promptly
remove from the project any Contractor's employee, or, or any other person performing
Services hereunder. The Contractor agrees that such removal of any of its employees does
not require the termination or demotion of any employee by the Contractor.
b) The Contractor agrees to defend, hold harmless and indemnify the City and shall be
liable and responsible for any and all claims, suits, actions, damages and costs (including
attorney's fees and court costs) made against the City, occurring on account of, arising from
or in connection with the removal and replacement of any Contractor's personnel
performing Services hereunder at the behest of the City. Removal and replacement of any
Contractor's personnel as used in this Article shall not require the termination and or
demotion of such Contractor's personnel.
c) The Contractor agrees that at all times it will employ, maintain and assign to the
performance of the Services a sufficient number of competent and qualified professionals
and other personnel to meet the requirements to which reference is hereinafter made. The
Contractor agrees to adjust its personnel staffing levels or to replace any of its personnel if
so directed upon reasonable request from the City, should the City make a determination, in
its sole discretion, that said personnel staffing is inappropriate or that any individual is not
performing in a manner consistent with the requirements for such a position.
d) The Contractor warrants and represents that its personnel have the proper skill, training,
background, knowledge, experience, rights, authorizations, integrity, character and licenses
as necessary to perform the Services described herein, in a competent and professiona~
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manner.
e) The Contractor shall at all times cooperate with the City and coordinate its respective work
efforts to most effectively and efficiently maintain the progress in performing the Services.
1) The Contractor shall comply with all provisions of all federal, state and local laws, statutes,
ordinances, and regulations that are applicable to the performance of this Agreement.
ARTICLE 14. EMPLOYEES ARE THE RESPONSIBILITY OF THE CONTRACTOR
All employees of the Contractor shall be considered to be, at all times, employees of the
Contractor under its sole direction and not employees or agents of the City. The Contractor shall
supply competent employees. The City of Sunny Isles Beach may require the Contractor
to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable
and whose continued employment on City property is not in the best interest of the City. Ea,ch
employee shall have and wear proper identification.
ARTICLE 15. INDEPENDENT CONTRACTOR RELATIONSHIP
The Contractor is, and shall be, in the performance of all Services and activities under this
Agreement, an independent contractor, and not an employee, agent or servant of the City. All
persons engaged in any of the work or services performed pursuant to this Agreement shall at all
times, and in all places, be subject to the Contractor's sole direction, supervision and control. The
Contractor shall exercise control over the means and manner in which it and its employees perform
the work, and in all respects the Contractor's relationship and the relationship of its employees to
the City shall be that of an independent contractor and not as employees and agents of the City.
The Contractor does not have the power or authority to bind the City in any promise, agreement or
representation other than specifically provided for in this Agreement.
ARTICLE 16. INITIAL DISPUTE RESOLUTION PROCEDURE
a) The Contractor hereby acknowledges that the City's Project Manager will determine in the
first instance all questions of any nature whatsoever arising out of, under, or in connection
with, or in any way related to or on account of, this Agreement including without
limitations: questions as to the value, acceptability and fitness of the Services; questions as
to either party's fulfillment of its obligations under the Contract; negligence, fraud or
misrepresentation before or subsequent to acceptance of the Proposal; questions as to the
interpretation of the Services; and claims for damages, compensation and losses.
b) The Contractor shall be bound by all determinations or orders and shall promptly obey and
follow every order of the Project Manager, including the withdrawal or modification of any
previous order and regardless of whether the Contractor agrees with the Project Manager's
determination or order. Where orders are given orally, they will be issued in writing by the
Project Manager as soon thereafter as is practicable.
c) The Contractor must, in the final instance, seek to resolve every difference concerning the
Agreement with the Project Manager. In the event that the Contractor and the Project
Manager are unable to resolve their difference, the Contractor may initiate a dispute in
accordance with the procedures set forth in this Article. Exhaustion of these procedures
shall be a condition precedent to any lawsuit permitted hereunder.
d) In the event of such dispute, the parties to this Agreement authorize the City Manager or
designee, who may not be the Project Manager or anyone associated with this Project,
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acting personally, to decide all questions arising out of, under, or in connection with, or in
any way related to or on account of the Agreement (including but not limited to claims in
the nature of breach of contract, fraud or misrepresentation arising either before or
subsequent to execution hereof) and the decision of each with respect to matters within the
City Manager's purview as set forth above shall be conclusive, final and binding on parties.
Any such dispute shall be brought, if at all, before the City Manager within 10 days of the
occurrence, event or act out of which the dispute arises.
e) The City Manager may base this decision on such assistance as may be desirable, including
advice of experts, but in any event shall base the decision on an independent and objective
determination of whether Contractor's performance or any Deliverable meets the
requirements of this Agreement and any specifications with respect thereto set forth herein.
The effect of any decision shall not be impaired or waived by any negotiations or
settlements or offers made in connection with the dispute, whether or not the City Manager
participated therein, or by any prior decision of others, which prior decision shall be
deemed subject to review, or by any termination or cancellation of the Agreement. All
such disputes shall be submitted in writing by the Contractor to the City Manager for a
decision, together with all evidence and other pertinent
information in regard to such questions, in order that a fair and impartial decision may be
made. The parties agree that whenever the City Manager is entitled to exercise discretion
or judgment or to make a determination or form an opinion pursuant to the provisions of
this Article, such action shall be deemed fair and impartial when exercised or taken. The
City Manager, as appropriate, shall render a decision in writing and deliver a copy of the
same to the Contractor.
f) The Contractor shall be prohibited from pursuing additional dispute resolution procedures
set forth in Article 17 below without first exhausting the provisions of this Article.
ARTICLE 17. INITIAL DISPUTE RESOLUTION PROCEDURE
The merits of any dispute arising under, out of, in connection with, or in relation to this
agreement, or the making or validity thereof, or its interpretation, or any breach thereof, shall be
determined and settled by Arbitration before an Arbitrator in the State of Florida, pursuant to
the Commercial Arbitration Rules then obtaining of the American Arbitration Association.
If the parties hereto are unable to agree upon the selection of an arbitrator, such arbitration shall
be held before the American Arbitration Association. Any award rendered shall be final and
conclusive upon the parties hereto and a judgment thereon may be entered in the highest court of
the State of Florida having jurisdiction.
Before submitting a dispute to Arbitration, the parties shall first attempt to resolve the dispute
amicably pursuant to the provisions of Article 16 above. In the event that the parties hereto are
unable to resolve the dispute amicably, either party may give notice for a Mediation session before
a Mediator appointed by mutual agreement (hereinafter the "Mediator"). If the parties are
unable to agree upon the selection of a mediator, such mediation shall be held before the
American Arbitration Association. The Mediator shall make a recommendation to the parties in
the form of a written mediated settlement agreement. Each party to the dispute shall sign
such agreement after receipt of the same or immediately file a demand for Arbitration, in which
event the parties shall proceed to Arbitration in accordance with the previous paragraph.
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All costs of the Arbitration, including Mediation and the legal action to confirm and enforce
the arbitrator's award, as the case may be, including the reasonable legal fees of both parties
shall be paid by the non-prevailing party, or, if neither party prevails on the whole, each party shall
be responsible for a portion of the costs of Arbitration and Mediation as may be determined by the
court on confirmation.
ARTICLE 18. MUTUAL OBLIGATIONS
a) This Agreement, including attachments and appendices to the Agreement, shall constitute
the entire Agreement between the parties with respect hereto and
supersedes all previous communications and representations or agreements, whether
written or oral, with respect to the subject matter hereto unless acknowledged in writing by
the duly authorized representatives of both parties.
b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any
third party that is not a parent or subsidiary of a party or otherwise related (by virtue of
ownership control or statutory control) to a party.
ARTICLE 19. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING
The Contractor shall maintain, and shall require that its suppliers maintain, complete and accurate
records to substantiate compliance with the requirements set forth in the City's RFP 10-07-01.
Contractor and its suppliers shall retain such records, and all other documents relevant to the
Services furnished under this Agreement for a
period of three (3) years from the expiration date of this Agreement and any extension thereof.
ARTICLE 20. AUDITS
The City, or its duly authorized representatives or governmental agencies shall, until the expiration
of three (3) years after the expiration of this Agreement and any extension thereof, have access to
and the right to examine and reproduce any of the Contractor's books, documents, papers and
records and those of its suppliers which apply to all
matters of the City. Such records shall substantially conform to Generally Accepted Accounting
Principles requirements, as applicable, and shall only address those transactions related to this
Agreement.
The Contractor agrees to grant access to the City's Auditor to all financial and performance-
related records, property, and equipment purchased in whole or in part with government funds.
The Contractor agrees to maintain an accounting system that provides accounting records that are
supported with adequate documentation, and adequate procedures for determining the allowability
and allocability of costs.
ARTICLE 21. SUBSTITUTION OF PERSONNEL
In the event the Contractor wishes to substitute personnel for the key personnel identified by the
Contractor's Proposal, the Contractor must notify the City in writing and request written approval
for the substitution at least ten (10) business days prior to effecting such substitution.
ARTICLE 22. CONSENT OF THE CITY REQUIRED FOR ASSIGNMENT
The Contractor shall not assign, transfer, conveyor otherwise dispose of this Agreement,
including its rights, title or interest in or to the same or any part thereof without the prior
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written consent of the City.
ARTICLE 23. SUB CONTRACTUAL RELATIONS
There shall be no sub-contractors for the Services to be performed pursuant to this Agreement.
ARTICLE 24. SEVERABILITY
If this Agreement contains any provision found to be unlawful, the same shall be deemed to be
of no effect and shall be deemed stricken from this Agreement without affecting the binding force
of this Agreement as it shall remain after omitting such provision.
ARTICLE 25. TERMINATION FOR CONVENIENCE AND SUSPENSION OF WORK
a) The City may terminate this Agreement if an individual or corporation or other ent~ty
attempts to meet its contractual obligation with the City through fraud, misrepresentation or
material misstatement.
b) The City may, as a further sanction, terminate or cancel any other contract(s) that such
individual or corporation or other entity has with the City. Such individual, corporation or
other entity shall be responsible for all direct and indirect costs associated with such
termination or cancellation, including attorney's fees.
c) The foregoing notwithstanding, any individual, corporation or other entity which attempts
to meet its contractual obligations with the City through fraud, misrepresentation or
material misstatement may be debarred from City contracting.
In addition to cancellation or termination as otherwise provided in this Agreement, the City may at
any time, in its sole discretion, with or without cause, terminate this Agreement by written notice
to the Contractor and in such event:
d) The Contractor shall, upon receipt of such notice, unless otherwise directed by the City:
1. stop work on the date specified in the notice ("the Effective Termination Date");
take such action as may be necessary for the protection and preservation of the City's
materials and property;
11. cancel orders;
IV. assign to the City and deliver to any location designated by the City any non-
cancelable orders for Deliverables that are not capable of use except in the
performance of this Agreement and which have been specifically developed for the
sole purpose of this Agreement and not incorporated in the Services;
v. take no action which will increase the amounts payable by the City under this
Agreement.
e) In the event that the City exercises its right to terminate this Agreement pursuant to this
Article the Contractor will be compensated as stated in the payment Articles,
herein, for the:
1.
portion of the Services completed in accordance with the
Effective Termination Date; and
Agreement up to the
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11. non-cancelable Deliverables that are not capable of use except in the performance of
this Agreement and which have been specifically developed for the sole purpose of
this Agreement but not incorporated in the Services.
f) All compensation pursuant to this Article is subject to audit.
ARTICLE 26. EVENT OF DEFAULT
a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without
limiting the generality of the foregoing and in addition to those instances referred to herein
as a breach, an Event of Default, shall include the following:
1. the Contractor has not delivered Deliverables on a timely basis;
11. the Contractor has refused or failed, except in any case for which an extension of time
is provided, to supply enough properly skilled Staff Personnel;
111. the Contractor has failed to make prompt payment to suppliers for any Services;
IV. the Contractor has become insolvent (other than as interdicted by the bankruptcy
laws), or has assigned the proceeds received for the benefit of the Contractor's
creditors, or the Contractor has taken advantage of any insolvency statute or
debtor/creditor law or if the Contractor's affairs have been put in the hands of a
receIver;
v. the Contractor has failed to obtain the approval of the City where required by this
Agreement;
V1. the Contractor has failed to provide "adequate assurances" as required under
subsection "b" below; and
V11. the Contractor has failed in the representation of any warranties stated herein.
b) When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to
the Contractor's ability to perform the Services or any portion thereof, the City may request
that the Contractor, within the time frame set forth in the City's request, provide adequate
assurances to the City, in writing, of the Contractor's ability to
perform in accordance with terms of this Agreement. Until the City receives such
assurances the City may request an adjustment to the compensation received by the
Contractor for portions of the Services which the Contractor has not performed. In the
event that the Contractor fails to provide to the City the requested assurances within the
prescribed time frame, the City may:
1. treat such failure as a repudiation of this Agreement;
111. resort to any remedy for breach provided herein or at law, including but not limited to,
taking over the performance of the Services or any part thereof either by itself or
through others.
c) In the event the City shall terminate this Agreement for default, the City or its
designated representatives may immediately take possession of all applicable equipment,
materials, products, documentation, reports and data.
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ARTICLE 27. NOTICE OF DEFAULT - OPPORTUNITY TO CURE /TERMINATION
If an Event of Default occurs, in the determination of the City, the City may so notify the
Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor
that such default must be cured immediately or this Agreement with the City may be terminated.
Notwithstanding, the City may, in its sole discretion, allow the Contractor to rectify the default to
the City's reasonable satisfaction within a thirty (30) day period. The City may grant an additional
period of such duration as the City shall deem appropriate without waiver of any of the City's
rights hereunder, so long as the Contractor has commenced curing such default and is effectuating
a cure with diligence and continuity during such thirty (30) day period or any other period which
the City prescribes. The default notice shall specify the date the Contractor shall discontinue the
Services upon the Termination Date.
ARTICLE 28. REMEDIES IN THE EVENT OF DEFAULT
If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the
default, including but not limited to:
a) lost revenues;
b) the difference between the cost associated with procuring Services hereunder and the
amount actually expended by the City for reprocurement of Services, including
procurement and administrative costs; and,
c) such other direct damages.
The Contractor shall also remain liable for any liabilities and claims related to the Contractor's
default. The City may also bring any suit or proceeding for specific performance or for an
injunction.
ARTICLE 29. PATENT AND COPYRIGHT INDEMNIFICATION
a) The Contractor warrants that all Deliverables furnished hereunder, including but not
limited to: equipment programs, documentation, software, analyses, applications, methods,
ways, processes, and the like, do not infringe upon or violate any patent, copyrights,
service marks, trade secret, or any other third party proprietary rights.
b) The Contractor shall be liable and responsible for any and all claims made against the City
for infringement of patents, copyrights, service marks, trade secrets or any other third party
proprietary rights, by the use or supplying of any programs, documentation, software,
analyses, applications, methods, ways, processes, and the like, in the course of performance
or completion of, or in any way connected with, the Services, or the City's continued use of
the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense,
including the payment of attorney's fees, shall indemnify, and hold harmless the City and
defend any action brought against the City with respect to any claim, demand, cause of
action, debt, or liability.
c) In the event any Deliverable or anything provided to the City hereunder, or a portion
thereof is held to constitute an infringement and its use is or may be enjoined, the
Contractor shall have the obligation, at the City's option, to (i) modify, or require that the
applicable or supplier modify, the alleged infringing item(s) at the Contractor's expense,
without impairing in any respect the functionality or performance of the item(s), on(ii)
VIII
procure for the City, at the Contractor's expense, the rights provided under this Agreement
to use the item(s).
d) The Contractor shall be solely responsible for determining and informing the City
whether a prospective supplier is a party to any litigation involving patent or copyright
infringement, service mark, trademark, violation, or proprietary rights claims or is subject
to any injunction which may prohibit it from providing any Deliverable hereunder. The
Contractor shall enter into agreements with all suppliers at the Contractor's own risk. The
City may reject any Deliverable that it believes to be the subject of any such litigation or
injunction, or if, in the City's judgment, use thereof would delay the Services or be
unlawful.
e) The Contractor shall not infringe any copyright, trademark, service mark, trade secrets,
patent rights, or other intellectual property rights in the performance of the Services.
ARTICLE 30. CONFIDENTIALITY
a) All Developed Works (as defined in Article 32(b) below) and other materials, data,
transactions of all forms, financial information, documentation, inventions, designs
and methods obtained from the City in connection with the Services performed under
this Agreement, made or developed by the Contractor in the course of the performance
of such Services, or the results of such Services, or to which the City holds the
proprietary rights, all City employee information, and City financial information
constitute Confidential Information. Confidential Information may not, without the
prior written consent of the City, be used by the Contractor or its employees, agents,
or suppliers for any purpose other than for the
benefit of the City, unless required by law. Neither the Contractor nor its employees,
agents, or suppliers may sell, transfer,
publish, disclose, display, license, or otherwise make available to others any part of
such Confidential Information without the prior written consent of the City.
Additionally, the Contractor expressly agrees to be bound by and to defend,
indemnify and hold harmless the City, and its officers and employees from the breach
of any federal, state, or local law in regard to the privacy of individuals.
b) The Contractor shall advise each of its employees, agents, and suppliers who may be
exposed to such Confidential Information of their obligation to keep such information
confidential and shall promptly advise the City in writing if it learns of any unauthorized
use or disclosure of the Confidential Information by any of its employees or agents, or
supplier's employees, present or former. In addition, the Contractor agrees to cooperate
fully and provide any assistance necessary to ensure the confidentiality of the Confidential
Information.
c) It is understood and agreed that in the event of a breach of this Article, damages may not be
an adequate remedy and the City shall be entitled to injunctive relief to restrain
any such breach or threatened breach. Unless otherwise requested by the City, upon the
completion of the Services performed hereunder, the Contractor shall immediately turn
over to the City all such Confidential Information existing in tangible form, and no copies
thereof shall be retained by the Contractor or its employees, agents, or suppliers without the
prior written consent of the City. A certificate evidencing compliance with this provision
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and signed by an officer of the Contractor shall accompany such materials.
ARTICLE 31. PROPRIETARY INFORMATION
As a political subdivision of the State of Florida, the City of Sunny Isles Beach is subject to the
provisions of Florida's Public Records Law.
The Contractor acknowledges that all computer software in the City's possession may constitute or
contain information or materials which the City has agreed to protect as proprietary information
from disclosure or unauthorized use and may also constitute or contain information or materials
which the City has developed at its own expense, the disclosure of which could harm the City's
proprietary interest therein.
During the term of the contract, the Contractor will not use directly or indirectly for itself or for
others, or publish or disclose to any third party, or remove from the City's property, any computer
programs, data compilations, or other software which the City has developed, has used or is using,
is holding for use, or which are otherwise in the possession of the City (hereinafter "Computer
Software"). All third-party license agreements must also be honored by the contractors and their
employees, except as authorized by the City and, if the Computer Software has been leased or
purchased by the City, all third party license agreements must also be honored by the contractors'
employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis,
telecommunications, personal computers and any and all information technology software.
The Contractor will report to the City any information discovered or which is disclosed to the
Contractor which may relate to the improper use, publication, disclosure or removal from the
City's property of any information technology software and hardware and will take such steps as
are within the Contractor's authority to prevent improper use, disclosure or removal.
ARTICLE 32. PROPRIETARY RIGHTS
a) The Contractor hereby acknowledges and agrees that the City retains all rights, title and
interests in and to all materials, data, documentation and copies thereof furnished by the
City to the Contractor hereunder or furnished by the Contractor to the City and/or created
by the Contractor for delivery to the City, even if unfinished or in process, as a result of the
Services the Contractor performs in connection with this Agreement, including all
copyright and other proprietary rights therein, which the Contractor as well as its
employees, agents, and suppliers may use only in connection with the performance of
Services under this Agreement. The Contractor shall not, without the prior written consent
of the City, use such documentation on any other project in which the Contractor or its
employees, agents, or suppliers are or may become engaged. Submission or distribution by
the Contractor to meet official
regulatory requirements or for other purposes in connection with the performance of
Services under this Agreement shall not be construed as publication in derogation of the
City's copyrights or other proprietary rights.
b) All rights, title and interest in and to certain inventions, ideas, designs and methods,
specifications and other documentation related thereto developed by the Contractor
specifically for the City, hereinafter referred to as "Developed Works" shall become the
property of the City.
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c) Accordingly, neither the Contractor nor its employees, agents, or suppliers shall have any
proprietary interest in such Developed Works. The Developed Works may not be utilized,
reproduced or distributed by or on behalf of the Contractor, or any employee, agent, or
supplier thereof, without the prior written consent of the City, except as required for the
Contractor's performance hereunder.
d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the
Contractor and its suppliers hereunder shall retain all proprietary
rights in and to all licensed software provided hereunder, that have not been customized
to satisfy the performance criteria set forth in the City's RFP 10-07-01. Notwithstanding
the foregoing, the Contractor hereby grants, and shall require that its suppliers grant, if the
City so desires, a perpetual, irrevocable and unrestricted right and license to use,
duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such licensed
software and the associated specifications, technical data and other documentation for the
operations of the City or entities controlling, controlled by, under common control with, or
affiliated with the City, or organizations which may hereafter be formed by or become
affiliated with the City. Such license specifically includes, but is not limited to, the right
of the City to use and/or disclose, in whole or in part, the technical documentation and
licensed software, including any source code provided hereunder, to any person or entity
outside the City for such person's or entity's use in furnishing any and/or all of the
Deliverables provided hereunder exclusively for the City or entities controlling, controlled
by, under common control with, or affiliated with the City, or organizations which may
hereafter be formed by or become affiliated with the City. No such licensed software,
specifications, data, documentation or related information shall be deemed to have been
given in confidence and any statement or legend to the contrary shall be void and of no
effect.
ARTICLE 33. BUSINESS APPLICATION AND FORMS
Vendor Application The Contractor shall be a registered vendor with the City for the duration of
this Agreement. It is the responsibility of the Contractor to file the appropriate vendor application
and to update the application file for any changes for the duration of this Agreement, including any
option years.
Section 2-11.1(d) of the Miami-Dade County Code as amended by Ordinance 00-1, requires any
City employee or any member of the employee's immediate family who has a controlling financial
interest, direct or indirect, with the City or any person or agency acting for the City competing or
applying for any such contract as it pertains to this solicitation, must first
request a conflict of interest opinion from the County's Ethic Commission prior to their or their
immediate family member's entering into any contract or transacting any business through a firm,
corporation, partnership or business entity in which the employee or any member of the
employee's immediate family has a controlling financial interest, direct or indirect, with the City
of Sunny Isles Beach or any person or agency acting for the City and that any such contract,
agreement or business engagement entered in violation of this subsection, as amended, shall render
this Agreement voidable. For additional information, please contact the Ethics Commission
hotline at (305) 579-2593.
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ARTICLE 34. LOCAL. STATE. AND FEDERAL COMPLIANCE REQUIREMENTS
Contractor agrees to comply, subject to applicable professional standards, with the provisions of
any and all applicable Federal, State, County and City orders, statutes, ordinances, rules and
regulations which may pertain to the Services required under this Agreement, or to its facility,
including but not limited to:
a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as
amended and applicable to this Contract.
b) Miami-Dade County Florida, Department of Small Business Development Participation
Provisions, as applicable to this Contract.
c) Environmental Protection Agency (EP A), as applicable to this Contract.
d) Miami-Dade County Code, Chapter l1A, Article 3. All contractors performing work in
connection with this Contract shall provide equal opportunity for employment because of
race, religion, color, age, sex, national origin, sexual preference, disability or marital status.
The aforesaid provision shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment advertising;
layoff or termination; rates of payor other forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees to post in a conspicuous place
available for employees and applicants for employment, such notices as may be required
by the Dade County Fair Housing and Employment Commission, or other authority having
jurisdiction over the work setting forth the provisions ofthe nondiscrimination law.
e) "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199.
f) Sunny Isles Beach Purchasing Policies and Procedures Manual Policy 3.6 "Debarment and
Suspension" .
g) Sunny Isles Beach Code of Ordinances, Chapter 14, Building and Housing; Chapter 16,
Property Maintenance and Chapter 24, Zoning and Land Development.
Failure to comply with the provisions of this Article is an Event of Default under this Agreement.
Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant
to this Agreement to take any action or abstain from taking any action if such action or abstention
would, in the good faith determination of the Contractor, constitute a violation of any law or
regulation to which Contractor is subject, including but not limited to laws and regulations
requiring that Contractor conduct its operations in a safe and sound manner.
ARTICLE 35. NONDISCRIMINATION
During the performance of this Contract, Contractor agrees to not discriminate against any
employee or applicant for employment because of race, religion, color, sex, handicap, marital
status, age or national origin, and will take affirmative action to ensure that they are afforded equal
employment opportunities without discrimination. Such action shall be taken with reference to,
but not limited to recruitment, employment, termination, rates of payor other forms of
compensation, and selection for training or retraining, including apprenticeship and on the job
training. By entering into this Contract with the City, the Contractor attests that it is not in
violation of the Americans with Disabilities Act of 1990 (and related Acts). If the Contractor or
any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the
responsible enforcement agency or the City to be in violation of the Act, such violation shall
J"l/<9
render this Contract void. This Contract shall be void if the Contractor submits a false affidavit or
the Contractor violates the Act during the term of this Contract, even if the Contractor was not in
violation at the time it submitted its affidavit.
ARTICLE 36. CONFLICT OF INTEREST
The Contractor represents that:
a) No officer, director, employee, agent, or other consultant of the City or a member of the
immediate family or household of the aforesaid has directly or indirectly received or been
promised any form of benefit, payment or compensation, whether tangible or intangible, in
connection with the grant of this Agreement.
b) There are no undisclosed persons or entities interested with the Contractor in this
Agreement. This Agreement is entered into by the Contractor without any connection with
any other entity or person making a proposal for the same purpose, and without collusion,
fraud or conflict of interest. No elected or appointed officer or official, director, employee,
agent or other consultant of the City, or of the State of Florida (including elected and
appointed members of the legislative and executive branches of government), or member of
the immediate family or household of any of the aforesaid:
i) is interested on behalf of or through the Contractor directly or indirectly in any manner
whatsoever in the execution or the performance of this Agreement, or in the services,
supplies or work, to which this Agreement relates or in any portion of the revenues; or
ii) is an employee, agent, advisor, or consultant to the Contractor, or to the best of the
Contractor's knowledge, any supplier to the Contractor.
c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary,
or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's
faithful performance of its obligations under this Agreement; provided that the City, in its
sole discretion, may consent in writing to such a relationship, and provided the Contractor
provides the City with a written notice, in advance, which identifies all the individuals and
entities involved and sets forth in detail the nature of the relationship and why it is in the
City's best interest to consent to such relationship.
d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with
respect to conflict of interest. In the event there is a difference between the standards
applicable under this Agreement and those provided by statute, the stricter standard shall
apply.
e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above
and acquires information which may indicate that there may be an actual or apparent
violation of any of the above, Contractor shall promptly bring such information to the
attention of the City's Project Manager. Contractor shall thereafter cooperate with the
City's review and investigation of such information, and comply with the instructions
Contractor receives from the Project Manager in regard to remedying the situation.
ARTICLE 37. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION
Under no circumstances shall the Contractor, its employees, agents, and suppliers, without the
express written consent of the City:
a) Issue or permit to be issued any press release, advertisement or literature of any kind which
refers to the City, or the Work being performed hereunder, unless the Contractor first
obtains the written approval of the City. Such approval may be withheld if for any reason . O/~
the City believes that the publication of such information would be harmful to the public
interest or is in any way undesirable; and
b) Communicate in any way with any contractor, department, board, agency, councilor other
organization or any person whether governmental or private in connection with the
Services to be performed hereunder except upon prior written approval and instruction of
the City; and
c) Represent, directly or indirectly, that any product or service provided by the Contractor or
such parties has been approved or endorsed by the City, except as may be required by law.
ARTICLE 38. BANKRUPTCY
The City reserves the right to terminate this contract if, during the term of any contract the
Contractor has with the City, the Contractor becomes involved as a debtor in a bankruptcy
proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a
trustee or receiver is appointed over all or a substantial portion of the property of the
Contractor under federal bankruptcy law or any state insolvency law.
ARTICLE 39. GOVERNING LAW AND VENUE
This Contract, including appendices, and all matters relating to this Contract (whether in
contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in
accordance with, the laws of the State of Florida. The Venue for any legal proceeding under this
Agreement shall be in Miami-Dade County, Florida.
ARTICLE 40. SURVIVAL
The parties acknowledge that any of the obligations in this Agreement will survive the term,
termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and
the City under this Agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof.
(Fhe remainder of this page has been intentionally left blank.)
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NESS WHEREOF, the parties hereto have executed this Agreement in triplicate
ear first written above.
MIDTOWN OF MIAMI, INC.
.
M~Uo ~Wcz..
Print Name
B~~ r/AC/A1/fYV'
ame & Title /
WITNESSES:
, Signature
Print Name
ATTEST:
CITY OF SUNNY ISLES BEACH
B~.~
Jape A. Hines, CMC, City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY: ~.A .,....A A ^ ~ R9A..
Hans Ottinot, City.Attorney
J'/
(;
PROPOSAL FOR TOWING SERVICES
I. Business Name: MIDTOWN TOWING OF MIAMI INC.
2. Business Address: 2047 N.E. 154 STREET
Telephone: (305) 754-1450 City: NORTH MIAMI BEACH
Zip: 33162
Mailing Address:
551 N.W. 72 STREET
City: MIAMI
Zip: 33150
State type of business enterprise (e.g. corporation, association, partnership, joint
venture, trust, foundation, firm, group, society, individual natural person, etc.):
CORPORA TION
3. NAME ALL OWNERS/PERSONS HAVING AN INTEREST IN THE TOWING
AGENCY. (Attach additional sheets if necessary)
NAME: LAURAINE LICHTMAN SS#: 137-44-6767
ADDRESS: 2255 N.E. 120 STREET PHONE: (05) 893-3533
CITY: NORTH MIAMI STATE: FL D/O/B: 06/09/49
NAME: N/A SS#:
ADDRESS: PHONE:
CITY: STATE: D/O/B:
NAME: N/A SS#:
ADDRESS: PHONE:
CITY: STATE: D/O/B:
A TT ACHEMNT "C"
51
4. Has the business enterprise, or any person whose name appears in this application,
ever been convicted of any crime? YES
If so, list the name, the arrest and conviction record of each person. (Attach
additional sheets if necessary).
LAURAINE LICHTMAN
06/30/76 (appx date) Robbery; 07/12/79 Robbery; 07/12/79 Accessory after the fact
5. If a Corporation, supply the following:
Corporate Name:
MIDTOWN TOWING OF MIAMI, INC.
Date Incorporated: February 11, 1987
State of Charter:
Florida
6. What is the fictitious name under which the business will be conducted (if applicable):
N/A
7. Has this business ever been suspended, revoked or been the subject of suspension,
revocation or violation of the Local, County or State Law? NO
8. How many wreckers does the Towing Agency have in each class? (attach copies of
each registration)
CLASS "A": 7
CLASS "B": 1
CLASS "C" 2
CLASS "A": 2 (FLATBED)
CLASS "B": 1 (FLATBED)
CLASS "D": 1
Please provide complete information for each wrecker on the attached equipment form.
9.
Do you have now or have you had any contracts with private companies?
YES
If so, List two, including the name and phone number of your contact at these
compames: Handi-Van, Inc., David Del Valle, Fleet Manager, 305-751-1236
Potamkin Honda, Luis Pedraia, Service Manager, 305-493-5100
10. Has the Towing Agency filed for insolvency, reorganization or bankruptcy petition
(Voluntary or Involuntary)? NO
fJD
II. List five (5) references preferably public agencies with current or past contracts:
CONTACT
TELEPHONE
AGENCY
City of A ventura Police Department
Chief Steinberg
305-466-8999
City of Miami Police Department
Officer Solomon
305-603-6531
City of North Miami Police Department
Sgt. Pedro Dominguez
305-891-8111
City of North Miami Beach Police Dept.
Maior Kevin Prescott
305-948-2935
City of El Portal Police Department
Chief Eugene Morales
305-795-7870
12. How long has this Towing Agency been in the towing business? 23 YEARS
13. How long has the owner(s) listed in Item 3, been in the towing business? (List by name)
LAURAINE LICHTMAN HAS OVER 23 YEARS EXPERIENCE IN THE TOWING
INDUSTRY
14.
Are the payment office and storage facility located at the same site?
YES
15. Provide the address of the payment office:
2047 N.E. 154 ST., NORTH MIAMI BEACH, FL 33162
16. Provide the address of the storage facility; indicate how many outside storage spaces are
at this facility and how many inside storage spaces:
INSIDE STORAGE ADDRESS:
2045 N.E. 154 STREET, N. MIAMI BEACH, FL 33162
SPACES:
7
2047 N.E. 154 STREET, N. MIAMI BEACH, FL 33162
OUTSIDE STORAGE ADDRESS:
SPACES:
5
2035 N.E. 153 STREET, N. MIAMI BEACH, FL 33162
SP ACES
200
17. Js the Towing Agency located entirely within the City ofN. Miami Beach limits? NO
6'
18. Enclose a copy of your licensees), Certificate of Use and Occupancy, proof of ownership or
first party lease of all facilities, Certificates of insurance, and evidence of ownership or
valid first party lease of the wreckers and slide back carriers that will be utilized to perform
the services.
19. Complete the attached personnel form including all the employees to be utilized in
performance of the contract work.
20. Please attach a narrative statement to describe the Proposer's ability to meet or exceed all
requests for proposal requirements, the capacity to perform the services specified, and the
Proposers ability and commitment to respond in emergency situations.
/ 0:-u1 ~ ~?>7 12m /~
,,~
.EQUIPMENT LIST
Please identify below all vehicles the Proposer intends to utilize for the services required for this contract. Identify whether
the unit is presently owned or leased by the Proposer. Please make sure to enclose evidence of ownership or valid
first party lease of tile equipment.
WRECKER I MAKE/MODEL - YEAR LICENSE TAG NO. OWNED/LEASED
CLASS I
CLASS "A" CHEVROLET - WHEEL LIFT 2002 E6051C LEASED
CLASS "B", INTERNATIONAL/WHEEL LIFT 1986 D1583B O\VNED
CLASS "C" i PETERBUILT - WHEEL LIFT 1974 E9787B OWNED
CLASS "C" I KEN\VORTH - WHEEL LIFT 1999 E0251C OWNED
CLASS "0" KEN\VORTH - WHEEL LiFT 1994 E0252C OWNED
CLASS "B" INTERNATIONAL- FLAT BED 2001 E8838B OWNED
._.~--_.. -- --
CLASS "B" INTERNATIONAL -FLAT BED 2001 E8822 B OWNED
INTERNATIONALJyVHEEL L.!FT ---_.
CLASS "B" 2002 E0281 C O\VNED
CLASS "A" FORD - WHEEL LIFT 2002 E5391B OWNED
CLASS" A" FORD - WHEEL LIFT 2001 E8901 B OWNED
CLASS "A" FORD - WHEEL LIFT 2003 --- --. ....--. E5390B OWNED
CLASS "B" INTERNATIONAL - FLAT BED 2005 E8871B OWNED
-- -.- ---..--
CLASS "B" HINO - FLAT BED 2005 E8891B O\VNED
~._-
CLASS "A" FORD - WHEEL LIFT 2005 E5389 B OW~ED
CLASS "B" INTERNATIONAL -FLAT BED 2005 E0259D OWNED
CLASS "A" FORD - WHEEL LIFT 2006 E0274D OWNED
CLASS" A" INTERNATIONAL- FLAT BED 2001 E5395B OWNED
-,_._-
-----
--
--
-
-- .---
,
I
I
f,~
ATTACHMENT "D"
28
PERSONNEl
Please furnish below the names, present titles, dates of birth, drivers license number, addresses, and telephone numbers
of all persons the Proposer intends to utilize in the performance of the contract work.
NAME & TITLE DATE DRIVER ADDRESS TELEPHONE
OF LICENSE NUMBER
BIRTH NUMBER
2255 NE 121 St.
Lauraine Lichtman, Owner 06/09/49 L235538497090 North Miami.33181 305-893-3533
1350 NW 154 Lane
Robert W. Kay, Mana2,el' 06/13/51 KOOO779512130 Miramar, 33028 305-450-2309
2415 W 52 Place
Armando Villete, Dispacher 08/03/58 V430000582830 Hialeah, 33016 305-231-5294
1654 N\V 75 St.
Michael MQntgofl!cry, Security 07/16/58 1.\1532540582560 Miami, 33147 305-300-2565
631 NW 74 St.
Paris Bean, Office Manage.' 06/05/80 8500670801650 Miami, 33150 305-917-5252
1465 NE 123 St.
Robert .J. Wate..s, Office Mgr. 06/26/70 W362770702260 N. Miami. 33161 954-815- 7158
1465 NE 123 St.
Edward Wate..s,PM Dispach 11/24/82 W362235824240 N. Miami 33161 954-496-5364
-_.
1220 NW 62 Terr.
Ada 1\1. Times, Office Clerk 07/06/66 noes Not D.'ive Miami, 33147 305-835-6835
1--__ --__..__ --
Sherry Ledbetter, Office Clerk L313791477840 24 SE 11 St., #2
08/04/47 Dania, 33304 786-306-5288
--- .
-
I
l
6'1-
ATTACHMENT "E"
29
S"VORN STATEMENT I>URSUANT TO SECTION 28i.133(3)(a)
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted
to~!Y of Sunnvlsles Beach Police Depart~ent
by ~-,~l.IE~ne Li~lltman, President
for Midtown Towing of IVIi~!ni, Inc.
whose business address is
Main Office: ;;51 NW_7.~. .~J!'~tl,.l\1 iami, FL 3315Q
.Ql!jce/Stora~!,.Q!:.~tion~~Q~t7.J~E J54 Street, NOI.th Miami Beach, FL 33162
and (if applicable) its Federal Emplnyer Identification Number (FEIN)
59-2769797
----------
(If the entity had no FEIN. include the Social Security Number of the individual signing this
sworn statement:
------------['I/.~_._--_._...
2. I understand that a "public entity crime" as defined in Paragraph 287.133(l)(g), FIQrida
Statutes, means a violation of any sLate or federal law by a person with respect to and directly
related to the transaction of business with any public entity or with an agency or political
subdivision of any other state or of the United States, including, but not limited to, any bid or
contract for goods or services to be provided to any public entity or an agency or political
subdivision of any other state or of the United States and involving antitrust, fraud, theft,
bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statutes means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial comi of record relating to charges brought by
indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry
of a plea of guilty 01 nolo contenders.
4. I understand that an "affiliate" as defined in Paragraph 287. 133(1)(a), Florida Statutes, means:
:1. A predecessor or succ,;;ssor of a person convicted of a public entity crime; or
b. An entity under the control of any natural person who is active in the management of the
entity and \vllo has been convicted of a public entity come. The term "affiliate" includes
those officers, directors, executives, partners, shareholders, employees, members, and
agents who are active in the management of an affiliate. The ownership by one person of
shares constituting a controlling interest in another person, or a pooling of equipment or
income among persons when not for fair market value under an arm's length agreement,
shall be a prima facie case that one person controls another person. A person who
knowingly enters into a joint venture with a person who has been convicted of a public
entity crime in Florida during the preceding 36 months shall be considered an affiliate.
5. I understand that a "person" as defined in Paragraph 287.133(l)(e), Florida Statutes, means any
natural perSall or entity organized under the laws of any state or of the United States with the
legal power to enter into a binding contract and which bids or applies to bid on contracts for
115'
ATTACHMENT "F"
30
the provision of goods or services let by a public entity, or which otherwise transacts or applies
to transact business with a public entity. The term "person" includes those officers, directors,
executives, partners. shareholders. employees, members, and agents who arc active in
management of any entity.
6. Based on information and belief, the statement which I have marked below is truc in a
relation to the entity submitting this swom statement. (Please indicate which one (1) of the
following three (3) statements is applicable.)
~ (1) Neither thc entity submitting this sworn statement, nor any of its officers, directors,
executives, partners. shareholders, employees, members, or agents who are active in the
management of the entity, or any affiliate of the entity has been charged with and convicted of a
public entity crime within the past 36 months.
____(2) The entity submitting this S\\10111 statcment, or one or more of its officers. dir~ctors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or any affiliate of the entity has been charged with and convicted of a
public entity crime within the past 36 months.
_(3) The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or agents who arc active in management of the entity, or any affiliate
of thc entity has bcen charged with and convicted of a public cntity crime within the past 36
months. Ho\vever, there has been a subsequent proceeding before a Hearing Officer of the State
of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer
determined that it was not in the public interest to place the cntity submitting this sworn
statement on the convicted vendor list. (Attached is a copy of the final order.)
I UNDERSTAND THAT THE StTBMISSION OF THIS FORM TO THE CONTRACTING
OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS
FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALlD THROUGH
DECEr..'rBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE
PERIOD OF THE CONTRACT ENTERED INTO , WHICHEVER PERIOD IS LONGER. 1
ALSO lJNDERST AND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY
PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT
PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR THE CATEGORY TWO OF
ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
~~_ ~~r ---- Lanra;ne Lichtman, P'-esident
SIGNA TURE 0 AFFIANT /. (Printed or Typed Legal Name of Affiant)
."
31
STATE OF FLORIDA )
)ss.
COUNTY OF MIAMI-DADE)
The foregoing Form was ackno\v1edged before me this 27_ day of -.!!:lLY_, 2010, by
_______.. Lam-aine Lichtman , as President of
IVli!HQ~n Towin1! of Mimni , a Florida corporation, 011 behalf of said corporation and limited
partnership. He/She personally appeared before me and is personally known to me.
{NOTARY SEAL}
NOTARY PUBLlC-STATE OF FLORIDA
;:........ Robert J. Waters
i W\ Commission # DD822706
\~i Expires: OCT. 03, 2012
B~;niD THRlJ ATLAIfflC BONDING co..lNc.
Not~~
Print Name Robel J. \y~ter~__
Notary Public, State of Florida
My Commission Expires: Oct. 03, 2012
'7
32
NON-COLLUSION AFFIDA vrr
STATE OF FLORIDA
COUNTY OF IVrIAl\H-DADE
The undersigned being first duly sworn as provided by law, deposes, and says:
1.1. This Affidavit is made with the knowledge and intent that it is to be filed with the City of
Sunny Isles Beach City Commission and that it will be relied upon by said City, in any
consideration which may give to and any action it may take with respect to this proposal.
1.2. The undersigned is authorized
____~iIidtQ~n To.wine of Miami, Inc.
(;tc.). a corpor~tion cluly organized
________E1orirr.<L..____ of which he is
to make this Affidavit on behalf of.
(Name of Corporation, Partnership, Individual,
and existing under the laws of the State of
Sole Ownel:lP.r..~sident (Sole Owner, Partner,
President. etc.)
1.3. Neither the undersigned nor allY person, firm, or corporation named in above Paragraph
1.2. nor anyone else to the knowledge of the undersigned, have themselves solicited or employed
anyone else to solicit favorable action for this proposal by the City, also that no head of any
department or employee therein, or any officer of the City of Sunny Isles Beach, Florida is directly
interested therein.
1.4. This proposal is genuine and not collusive or a sham; the person, firm or corporation
named above in Paragraph 1.2 has not colluded, conspired, connived or agreed directly or
indirectly with any Proposer or person, firm or corporation, to put in a sham proposal, or that such
person, firm or corporation, shall refrain from Proposing, and has not in any manner, directly or
indirectly, sought by agreement or collusion, or communication or conference with any person,
finn or corporation, to fix the prices of said proposal or proposals of any other Proposer; and all
statements contained in the proposal or proposals described above are true; and further; neither the
undersigned, nor the person, firm or corporation named above in Paragraph 1.2, has directly or
indirectly submitted said proposal or the contents thereof, or divulged information or data relative
thereto, to any association or to any member or agent thereof.
r/0aA~ ~~r;v,~
A~'FIANT'S NAlVfE -Lam'aine Lich6llan
President
AFFI ANT'S TITLE
The foregoing Affidavit was acknowledged before me this~ day of .JULY , 2010, by
Lam'aine Lichtman as Presid~Jlt of
Mid.1:mYl1.JJlwing of MiamL a Florida corporation, on behalf of said corporation and limited
partnership. HelShe personally appeared before me and is ' n' lly kno to me.
{ NOTORIAL SEAL}
NOTARY PUBIJC.sTATE OF FLORIDA
.......,.... Robert J. Waters
'.'Commission I DD822706
,.. ..l Expires: OCT. 03, 2012
BONDm TllRU ATLANTIC BQHDING co., INC.
,,8'
ATTACHMENT "G"
33
October 4,2010
Ms. Lauraine Litchtman
Midtown Towing of Miami, Inc.
2047 NE 154 Street
North Miami Beach, Florida 33162
Dear Ms. Litchtman,
I am please to inform you that at the September 16, 2010 Regular Commission l\:1eeting, Midtown
Towing of Miami. Inc. was one of the tow companies approved and awarded the contract for
Professional Towing Services (RFP # 10-07-01) for the City of Sunny Isles Beach.
Effective Friday, October 1, 2010 the below listed rotation schedule will be in effect until further
notice.
We look forward to a continued great working relationship and if you have any questions, please
feel free to contact me.
Sincerely,
C~pt ~a#Q ~CUn~'
Michael A. Grandinetti
Captain
xc:
Sgt Paul Manzella
Police Communications
City Clerks Office
TOW COMPANY
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
CITY OF SUNNY ISLES BEACH
AGREEMENT WITH DOWNTOWN TOWING
FOR PROFESSIONAL TOW SERVICES FOR THE
SUNNY ISLES BEACH POLICE DEPARTMENT
CONTRACT NO. C0910-063
THIS AGREEMENT made and entered into as of this l ~1!l day of ~~tA/l~rz, 2010
by and between Downtown Towing, a corporation organized and existing under the laws of the
State of Florida, having its principal office at 15415 N.E. 21st Avenue, North Miami Beach,
Florida 33162 (hereinafter referred to as the "Contractor"), and the City of Sunny Isles Beach, a
political subdivision of the State of Florida, having its principal office at 18070 Collins Avenue,
Sunny Isles Beach, Florida 33160 (hereinafter referred to as the "City"),
WITNESSETH:
WHEREAS, the Contractor has offered to provide Towing and. Storage of Vehicles
Services that shall conform to the City of Sunny Isles Beach's Request for Proposals (RFP) No.10-
07 -01, all associated addenda and attachments, incorporated herein by reference; and the
requirements of this Agreement; and, .
WHEREAS, the Contractor submitted a written proposal in response to RFP 10-07-01
hereinafter referred to as the "Contractor's Proposal", which is incorporated herein by reference;
and
WHEREAS, the City desires to procure from the Contractor such Towing and Storage of
Vehicles Services for the City, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
The following words and expressions used in this Agreement shall be construed as follows, except
when it is clear from the context that another meaning is intended:
a) The words "Contract" or "Contract Documents" or "Agreement" to mean collectively
these terms and conditions of RFP No. 10-07-01 and all associated addenda and
attachments, the Contractor's Proposal, and all other attachments hereto and all
amendments issued hereto.
b) The words "Contract Date" to mean the date on which this Agreement is effective.
c) The words "Contract Manager" to mean Michael Grandinetti, Captain Admin. Division,
Police Department, or the duly authorized representative designated to manage the .
Contract.
d) The word "Contractor" to mean Downtown Towing and its permitted successors and
S/8
assIgns.
e) The word "Days" to mean Calendar Days.
f) The word "Deliverables" to mean all documentation and any items of any nature submitted
by the Contractor to the City's Project Manager for review and approval pursuant to the
terms of this Agreement.
g) The words "directed", "required", "permitted", "ordered", "designated", "selected",
"prescribed" or words of like import to mean respectively, the direction, requirement,
permission, order, designation, selection or prescription of the City's Project Manager; and
similarly the words "approved", "acceptable", "satisfactory", "equal", "necessary", or
words of like import to mean respectively, approved by, or acceptable or satisfactory to,
equal or necessary in the opinion of the City's Project Manager.
h) The words "Change Order" or "Extra Work" or "Additional Work" resulting in additions or
deletions or modifications to the amount, type or value of the Work and Services as
required in this Contract, as directed and/or approved by the City.
i) The words "Project Cost" mean the sum of the construction costs, allowances for
contingencies, the total cost of design professional and related services provided by
consultant, and allowances for such other items as charges of all other professionals and
consultants.
j) The words "Project Manager" to mean the City Manager or the duly authorized
representative designated to manage the Project.
k) The words "Work", "Services" "Program", or "Project" to mean all matters and things
required to be done by the Contractor in accordance with the provisions of this Contract.
ARTICLE 2. ORDER OF PRECEDENCE
If there is a conflict between or among the provlSlons of this Agreement, the order of
precedence is as follows: 1) these terms and conditions, 2) the City of Sunny Isles Beach's RFP
No. 10-07-01 and any associated addenda and attachments thereof, and 3) the Contractor's
Proposal.
ARTICLE 3. RULES OF INTERPRETATION
a) References to a specified Article, section, or schedule shall be construed as reference to
that specified Article, or section of, or schedule to this Agreement unless otherwise
indicated.
b) Reference to any agreement or other instrument shall be deemed to include such agreement
or other instrument as such agreement or other instrument may, from time to time, be
modified, amended, supplemented, or restated in accordance with its terms.
c) The terms "hereof', "herein", "hereinafter", "hereby", "herewith", "hereto", and
"hereunder" shall be deemed to refer to this Agreement.
d) The titles, headings, captions and arrangements used in these Terms and Conditions are for
convenience only and shall not be deemed to limit, amplify or modify the terms of this
Contract, nor affect the meaning thereof.
SIB
ARTICLE 4. NATURE OF THE AGREEMENT
a) This Agreement incorporates and includes all prior negotiatIOns, correspondence,
conversations, agreements, and understandings applicable to the matters contained in this
Agreement. The parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained in
this Agreement, and that this Agreement contains the entire agreement between the parties
as to all matters contained herein. Accordingly, it is agreed that no deviation from the
terms hereof shall be predicated upon any prior representations or agreements, whether oral
or written. It is further agreed that any oral representations or modifications concerning
this Agreement shall be of no force or effect, and that this Agreement may be modified,
altered or amended only by a written amendment duly executed by both parties hereto or
their authorized representatives.
b) The Contractor shall provide the services set forth in RFP No. 10-07-01 and any associated
addenda and attachments thereof, and render full and prompt cooperation with the City in
all aspects of the services performed hereunder.
c) The Contractor acknowledges that this Agreement requires the performance of all things
necessary for or incidental to the effective and complete performance of all Work and
Services under this Contract. All things not expressly mentioned in this Agreement but
necessary to carrying out its intent are required by this Agreement, and the Contractor shall
perform the same as though they were specifically mentioned, described and delineated.
d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to
perform the Work and Services that are necessary for the completion of this Contract. All
Work and Services shall be accomplished at the direction of and to the satisfaction of the
City's Project Manager.
e) The Contractor acknowledges that the City shall be responsible for making all policy
decisions regarding RFP No. 10-07-01 and any associated addenda and attachments
thereof. The Contractor agrees to implement any
and all changes in providing Services hereunder as a result of a policy change implemented
by the City. The Contractor agrees to act in an expeditious and fiscally sound manner in
providing the City with input regarding the time and cost to implement said changes and in
executing the activities required to implement said changes.
ARTICLE 5. CONTRACT TERM AND TIME FOR COMPLETION
The Contract shall become effective upon the execution of this agreement and shall be for the
duration of three (3) years. The City, at its sole discretion, reserves the right to exercise the option
to renew this Contract for additional one-year periods through mutual agreement in writing by all
parties. The City will notify the vendor in writing of the extension.
ARTICLE 6. NOTICE REQUIREMENTS
All notices required or permitted under this Agreement shall be in writing and shall be deemed
sufficiently served if delivered by Registered or Certified Mail, with return receipt requested; or
delivered personally; or delivered via fax or e-mail (if provided below) and followed with delivery
of hard copy; and in any case addressed as follows:
S\'3
(1) To the City
Michael Grandinetti, Captain Admin. Division,
City of Sunny Isles Beach Police Department
18070 Collins Avenue
City of Sunny Isles Beach, FL 33160
Phone: 305-947-4440
(2) To the Contractor
Dagmar Del Rosal
Downtown Towing
15415 N.E. 21at Avenue
North Miami Beach, FL 33162
Phone: 305-576-0989
Mailing Address:
2418 N. Miami Avenue
Miami, FL 33127
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.
ARTICLE 7. BASIS OF COMPENSATION
The Contractor, agrees to provide Towing and Storage of Vehicles Services as defined in the City's
Request for Proposal 10-07-01 and as agreed upon in the Vendor's response thereto.
ARTICLE 8. PAYMENT FOR SERVICES/AMOUNT OBLIGATED
The Contractor warrants that it has reviewed the City's requirements and has asked such questions
and conducted such other inquiries as the Contractor deemed necessary in order to determine the
price the Contractor will charge to provide the Work and Services to be performed
under this Contract. The compensation for all Work and Services performed under this Contract,
including all costs associated with such Work and Services, shall be as per the Contractor's
response to the City's RFP NO. 10-07-01. The City shall have no obligation to pay the Contractor
any additional sum in excess of this amount, except for a change and/or modification to the
Contract, which is approved and executed in writing by the City and the Contractor.
All Services undertaken by the Contractor before City's approval of this Contract shall be at the
Contractor's risk and expense.
With respect to travel costs and travel related expenses outside of South Florida, the Contractor
agrees to adhere to Section 112.061 of the Florida Statutes as they pertain to out-of-pocket
expenses including employee lodging, transportation, per diem, and all miscellaneous cost and
fees. The City shall not be liable for any such expenses that have not been approved in advance,
in writing, by the City.
ARTICLE 9. TOWING RATES
The Towing Rates for City-owned vehicles shall remain firm and fixed for the term of the
Contract, including any option or extension periods. The Maximum Non-Consent Towing Rates
S '\ ..~
set by Miami-Dade County shall also remain firm for the duration of the contract unless adjusted
by the appropriate authorities of Miami-Dade County. Vendor will be notified of such adjustments
in writing.
ARTICLE 10. INVOICINGIP A YMENT
Invoices and associated back-up documentation shall be submitted in duplicate by the Contractor
to the City as follows:
City of Sunny Isles Beach
Finance Department
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Attention: Accounts Payable
The City may at any time designate a different address and/or contact person by giving written
notice to the other party.
ARTICLE 11. INDEMNIFICATION AND INSURANCE
In accordance with Chapter 725, Florida Statutes, the Contractor shall defend, indemnify and hold
harmless the City and its officers, employees, agents and instrumentalities from any and all
liability, losses or damages, in an amount not less than $1,000,000 per occurrence which shall
include attorneys' fees and costs of defense, which the City or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings
of any kind or nature arising out of, relating to or resulting from the performance of this
Agreement by the Contractor or its employees, agents, servants, partners, or principals.
Furthermore, the Contractor shall pay all claims and losses in an amount not less than $1,000,000
per occurrence in connection therewith and shall investigate and defend all claims, suits or actions
of any kind or nature in the name of the City, where applicable, including appellate proceedings,
and shall pay all costs, judgments, and attorney's fees which may issue thereon.
The Contractor expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by the Contractor shall cover the City, its officers, employees,
agents and instrumentalities and shall include claims, or damages resulting from and/or caused by
the negligence, recklessness or intentional wrongful misconduct of the indemnifying party and
persons employed by or utilized by the indemnifying party in the performance of the contract.
Such obligation to defend, indemnify and hold harmless shall continue notwithstanding any
negligence or comparative negligence on the part of the City, including its officers, agents and
employees, relating to such loss or damage and shall include all costs, expenses, and liabilities
incurred by the City in connection with any such claim, suit, action or cause of action, including
the investigation thereof and the defense of any action or proceeding brought thereon and any
order, judgment or decree which may be entered in any such action or proceeding or as a result
thereof. These provisions shall survive the expiration or termination of this Agreement. Nothing
in this Agreement shall be construed to affect in any way the City's rights, privileges, and
immunities as set forth in Florida Statutes Section 768.28.
SIJ
Upon City's notification, the Contractor shall furnish to the City Manager or his designee,
Certificates of Insurance that indicate that insurance coverage has been obtained, which meets the
requirements as outlined below:
1. Worker's Compensation Insurance for all employees of the Contractor as required by
Florida Statute 440. Should the Contractor be exempt from this Statute, the Contractor and
each employee shall hold the City harmless from any injury incurred during performance of
the Contract. The exempt contractor shall also submit a written statement detailing the
number of employees and that they are not required to carry Worker's Compensation
insurance, and do not anticipate hiring any additional employees during the term of this
contract, or a copy of a Certificate of Exemption.
2. Garage Liability Insurance in an amount not less than $500,000 per occurrence for bodily
injury and property damage combined, endorsed to include:
a. Automobile service operations
b. Garage Keepers Legal Liability Insurance covering perils including, but not limited
to, fire and explosion, theft of an entire vehicle, collision, riot and civil commotion,
vandalism, and malicious mischief, guard dogs.
The City of Sunny Isles Beach must be shown as an additional
insured with respect to this coverage. The mailing address of City of Sunny Isles
Beach, 18070 Collins Avenue, Sunny Isles Beach, Florida 33160, as the certificate
holder, must appear on the certificate of insurance.
3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used in
connection with the Services, in an amount not less than $1,000,000 per person and
$2,000,000 per occurrence.
The insurance coverage required shall include those classifications, as listed in standard liability
insurance manuals, which most nearly reflect the operation of the Contractor. All insurance
policies required above shall be issued by companies authorized to do business under the laws of
the State of Florida with the following qualifications:
The company must be rated no less than "B" as to management, and no less than "Class V" as to
financial strength, according to the latest edition of Best's Insurance Guide published by A.M. Best
Company, or its equivalent, subject to the approval of the City's Risk Management Division.
Certificates of Insurance must indicate that for any cancellation of coverage before the
expiration date, the issuing insurance carrier will endeavor to mail thirty (30)
day written advance notice to the certificate holder. In addition, the Contractor hereby
agrees not to modify the insurance coverage without thirty (30) days written advance notice
to the City.
NOTE: CITY OF SUNNY ISLES BEACH CONTRACT NUMBER AND TITLE MUST
APPEAR ON EACH CERTIFICATE OF INSURANCE.
Compliance with the foregoing requirements shall not relieve the Contractor of this liability and
obligation under this section or under any other section in this Agreement.
~\3
Award of this Contract is contingent upon the receipt of the insurance documents, as required,
within fifteen (15) calendar days after City notification to Contractor to comply before the award is
made. If the insurance certificate is received within the specified time frame but not in the manner
prescribed in this Agreement, the Contractor shall be verbally notified of such deficiency and shall
have an additional five (5) calendar days to submit a corrected certificate to the City. If the
Contractor fails to submit the required insurance documents in the manner prescribed in this
Agreement within twenty (20) calendar days after City notification to comply, the Contractor shall
be in default of the contractual terms and conditions and award of the Contract will be rescinded,
unless such time frame for submission has been extended by the City.
The Contractor shall be responsible for assuring that the insurance certificates required in
conjunction with this Section remain in force for the duration of the contractual period of the
Contract, including any and all option years or extension periods that may be granted by the City.
If insurance certificates are scheduled to expire during the contractual period, the Contractor shall
be responsible for submitting new or renewed insurance certificates to the City at a minimum of
thirty (30) calendar days in advance of such expiration. In the event that expired certificates are
not replaced with new or renewed certificates which cover the
contractual period, the City shall suspend the Contract until such time as the new or renewed
certificates are received by the City in the manner prescribed herein; provided, however, that this
suspended period does not exceed thirty (30) calendar days. Thereafter, the City may, at its sole
discretion, terminate this contract.
ARTICLE 12. FAILURE TO COMPLY
Contractor agrees that failure to comply with all terms, conditions, and specifications outlined in
the Request for Proposal, this Agreement, and letter of award may result in the immediate removal
from the rotation schedule and termination of this Agreement.
ARTICLE 13. MANNER OF PERFORMANCE
a) The Contractor shall provide the Services described herein in a competent and professional
manner satisfactory to the City in accordance with the terms and
conditions of this Agreement. The City shall be entitled to a satisfactory performance of all
Services described herein and to full and prompt cooperation by the Contractor in
all aspects of the Services. At the request of the City, the Contractor shall promptly
remove from the project any Contractor's employee, or, or any other person performing
Services hereunder. The Contractor agrees that such removal of any of its employees does
not require the termination or demotion of any employee by the Contractor.
b) The Contractor agrees to defend, hold harmless and indemnify the City and shall be
liable and responsible for any and all claims, suits, actions, damages and costs (including
attorney's fees and court costs) made against the City, occurring on account of, arising from
or in connection with the removal and replacement of any Contractor's personnel
performing Services hereunder at the behest of the City. Removal and replacement of any
Contractor's personnel as used in this Article shall not require the termination and or
demotion of such Contractor's personnel.
c) The Contractor agrees that at all times it will employ, maintain and assign to the
performance of the Services a sufficient number of competent and qualified professionals
and other personnel to meet the requirements to which reference is hereinafter made. The
Contractor agrees to adjust its personnel staffing levels or to replace any of its personnel if
so directed upon reasonable request from the City, should the City make a determination, in
its sole discretion, that said personnel staffing is inappropriate or that any individual is not
performing in a manner consistent with the requirements for such a position.
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d) The Contractor warrants and represents that its personnel have the proper skill, training,
background, knowledge, experience, rights, authorizations, integrity, character and licenses
as necessary to perform the Services described herein, in a competent and professional
manner.
e) The Contractor shall at all times cooperate with the City and coordinate its respective work
efforts to most effectively and efficiently maintain the progress in performing the Services.
f) The Contractor shall comply with all provisions of all federal, state and local laws, statutes,
ordinances, and regulations that are applicable to the performance of this Agreement.
ARTICLE 14. EMPLOYEES ARE THE RESPONSIBILITY OF THE CONTRACTOR
All employees of the Contractor shall be considered to be, at all times, employees of the
Contractor under its sole direction and not employees or agents of the City. The Contractor shall
supply competent employees. The City of Sunny Isles Beach may require the Contractor
to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable
and whose continued employment on City property is not in the best interest of the City. Each
employee shall have and wear proper identification.
ARTICLE 15. INDEPENDENT CONTRACTOR RELATIONSHIP
The Contractor is, and shall be, in the performance of all Services and activities under this
Agreement, an independent contractor, and not an employee, agent or servant of the City. All
persons engaged in any of the work or services performed pursuant to this Agreement shall at all
times, and in all places, be subject to the Contractor's sole direction, supervision and control. The
Contractor shall exercise control over the means and manner in which it and its employees perform
the work, and in all respects the Contractor's relationship and the relationship of its employees to
the City shall be that of an independent contractor and not as employees and agents of the City.
The Contractor does not have the power or authority to bind the City in any promise, agreement or
representation other than specifically provided for in this Agreement.
ARTICLE 16. INITIAL DISPUTE RESOLUTION PROCEDURE
a) The Contractor hereby acknowledges that the City's Project Manager will determine in the
first instance all questions of any nature whatsoever arising out of, under, or in connection
with, or in any way related to or on account of, this Agreement including without
limitations: questions as to the value, acceptability and fitness of the Services; questions as
to either party's fulfillment of its obligations under the Contract; negligence, fraud or
misrepresentation before or subsequent to acceptance of the Proposal; questions as to the
interpretation of the Services; and claims for damages, compensation and losses.
b) The Contractor shall be bound by all determinations or orders and shall promptly obey and
follow every order of the Project Manager, including the withdrawal or modification of any
previous order and regardless of whether the Contractor agrees with the Project Manager's
determination or order. Where orders are given orally, they will be issued in writing by the
Project Manager as soon thereafter as is practicable.
c) The Contractor must, in the final instance, seek to resolve every difference concerning the
Agreement with the Project Manager. In the event that the Contractor and the Project
Manager are unable to resolve their difference, the Contractor may initiate a dispute in
accordance with the procedures set forth in this Article. Exhaustion of these procedures
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shall be a condition precedent to any lawsuit permitted hereunder.
d) In the event of such dispute, the parties to this Agreement authorize the City Manager or
designee, who may not be the Project Manager or anyone associated with this Project,
acting personally, to decide all questions arising out of, under, or in connection with, or in
any way related to or on account of the Agreement (including but not limited to claims in
the nature of breach of contract, fraud or misrepresentation arising either before or
subsequent to execution hereof) and the decision of each with respect to matters within the
City Manager's purview as set forth above shall be conclusive, final and binding on parties.
Any such dispute shall be brought, if at all, before the City Manager within 10 days of the
occurrence, event or act out of which the dispute arises.
e) The City Manager may base this decision on such assistance as may be desirable, including
advice of experts, but in any event shall base the decision on an independent and objective
determination of whether Contractor's performance or any Deliverable meets the
requirements of this Agreement and any specifications with respect thereto set forth herein.
The effect of any decision shall not be impaired or waived by any negotiations or
settlements or offers made in connection with the dispute, whether or not the City Manager
participated therein, or by any prior decision of others, which prior decision shall be
deemed subject to review, or by any termination or cancellation of the Agreement. All
such disputes shall be submitted in writing by the Contractor to the City Manager for a
decision, together with all evidence and other pertinent
information in regard to such questions, in order that a fair and impartial decision may be
made. The parties agree that whenever the City Manager is entitled to exercise discretion
or judgment or to make a determination or form an opinion pursuant to the provisions of
this Article, such action shall be deemed fair and impartial when exercised or taken. The
City Manager, as appropriate, shall render a decision in writing and deliver a copy of the
same to the Contractor.
f) The Contractor shall be prohibited from pursuing additional dispute resolution procedures
set forth in Article 17 below without first exhausting the provisions of this Article.
ARTICLE 17. INITIAL DISPUTE RESOLUTION PROCEDURE
The merits of any dispute arising under, out of, in connection with, or in relation to this
agreement, or the making or validity thereof, or its interpretation, or any breach thereof, shall be
determined and settled by Arbitration before an Arbitrator in the State of Florida, pursuant to
the Commercial Arbitration Rules then obtaining of the American Arbitration Association.
If the parties hereto are unable to agree upon the selection of an arbitrator, such arbitration shall
be held before the American Arbitration Association. Any award rendered shall be final and
conclusive upon the parties hereto and a judgment thereon may be entered in the highest court of
the State of Florida having jurisdiction.
Before submitting a dispute to Arbitration, the parties shall first attempt to resolve the dispute
amicably pursuant to the provisions of Article 16 above. In the event that the parties hereto are
unable to resolve the dispute amicably, either party may give notice for a Mediation session before
a Mediator appointed by mutual agreement (hereinafter the "Mediator"). If the parties are
unable to agree upon the selection of a mediator, such mediation shall be held before the
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American Arbitration Association. The Mediator shall make a recommendation to the parties in
the form of a written mediated settlement agreement. Each party to the dispute shall sign
such agreement after receipt of the same or immediately file a demand for Arbitration, in which
event the parties shall proceed to Arbitration in accordance with the previous paragraph.
All costs of the Arbitration, including Mediation and the legal action to confirm and enforce
the arbitrator's award, as the case may be, including the reasonable legal fees of both parties
shall be paid by the non-prevailing party, or, if neither party prevails on the whole, each party shall
be responsible for a portion of the costs of Arbitration and Mediation as may be determined by the
court on confirmation.
ARTICLE 18. MUTUAL OBLIGATIONS
a) This Agreement, including attachments and appendices to the Agreement, shall constitute
the entire Agreement between the parties with respect hereto and
supersedes all previous communications and representations or agreements, whether
written or oral, with respect to the subject matter hereto unless acknowledged in writing by
the duly authorized representatives of both parties.
b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any
third party that is not a parent or subsidiary of a party or otherwise related (by virtue of
ownership control or statutory control) to a party.
ARTICLE 19. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING
The Contractor shall maintain, and shall require that its suppliers maintain, complete and accurate
records to substantiate compliance with the requirements set forth in the City's RFP 10-07-01.
Contractor and its suppliers shall retain such records, and all other documents relevant to the
Services furnished under this Agreement for a
period ofthree (3) years from the expiration date of this Agreement and any extension thereof.
ARTICLE 20. AUDITS
The City, or its duly authorized representatives or governmental agencies shall, until the expiration
of three (3) years after the expiration of this Agreement and any extension thereof, have access to
and the right to examine and reproduce any of the Contractor's books, documents, papers and
records and those of its suppliers which apply to all
matters of the City. Such records shall substantially conform to Generally Accepted Accounting
Principles requirements, as applicable, and shall only address those transactions related to this
Agreement.
The Contractor agrees to grant access to the City's Auditor to all financial and performance-
related records, property, and equipment purchased in whole or in part with government funds.
The Contractor agrees to maintain an accounting system that provides accounting records that are
supported with adequate documentation, and adequate procedures for determining the allowability
and allocability of costs.
ARTICLE 21. SUBSTITUTION OF PERSONNEL
In the event the Contractor wishes to substitute personnel for the key personnel identified by the
Contractor's Proposal, the Contractor must notify the City in writing and request written approval
for the substitution at least ten (10) business days prior to effecting such substitution.
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ARTICLE 22. CONSENT OF THE CITY REQUIRED FOR ASSIGNMENT
The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement,
including its rights, title or interest in or to the same or any part thereof without the prior
written consent ofthe City.
ARTICLE 23. SUB CONTRACTUAL RELATIONS
There shall be no sub-contractors for the Services to be performed pursuant to this Agreement.
ARTICLE 24. SEVERABILITY
If this Agreement contains any provision found to be unlawful, the same shall be deemed to be
of no effect and shall be deemed stricken from this Agreement without affecting the binding force
of this Agreement as it shall remain after omitting such provision.
ARTICLE 25. TERMINATION FOR CONVENIENCE AND SUSPENSION OF WORK
a) The City may terminate this Agreement if an individual or corporation or other entity
attempts to meet its contractual obligation with the City through fraud, misrepresentation or
material misstatement.
b) The City may, as a further sanction, terminate or cancel any other contract(s) that such
individual or corporation or other entity has with the City. Such individual, corporation or
other entity shall be responsible for all direct and indirect costs associated with such
termination or cancellation, including attorney's fees.
c) The foregoing notwithstanding, any individual, corporation or other entity which attempts
to meet its contractual obligations with the City through fraud, misrepresentation or
material misstatement may be debarred from City contracting.
In addition to cancellation or termination as otherwise provided in this Agreement, the City may at
any time, in its sole discretion, with or without cause, terminate this Agreement by written notice
to the Contractor and in such event:
d) The Contractor shall, upon receipt of such notice, unless otherwise directed by the City:
1. stop work on the date specified in the notice ("the Effective Termination Date");
take such action as may be necessary for the protection and preservation of the City's
materials and property;
11. cancel orders;
IV. assign to the City and deliver to any location designated by the City - any non-
cancelable orders for Deliverables that are not capable of use except in the
performance of this Agreement and which have been specifically developed for the
sole purpose of this Agreement and not incorporated in the Services;
v. take no action which will increase the amounts payable by the City under this.
Agreement.
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e) In the event that the City exercises its right to terminate this Agreement pursuant to this
Article the Contractor will be compensated as stated in the payment Articles,
herein, for the:
1. portion of the Services completed III accordance with the Agreement up to the
Effective Termination Date; and
11. non-cancelable Deliverables that are not capable of use except in the performance of
this Agreement and which have been specifically developed for the sole purpose of
this Agreement but not incorporated in the Services.
f) All compensation pursuant to this Article is subject to audit.
ARTICLE 26. EVENT OF DEFAULT
a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without
limiting the generality of the foregoing and in addition to those instances referred to herein
as a breach, an Event of Default, shall include the following:
1. the Contractor has not delivered Deliverables on a timely basis;
11. the Contractor has refused or failed, except in any case for which an extension of time
is provided, to supply enough properly skilled Staff Personnel;
111. the Contractor has failed to make prompt payment to suppliers for any Services;
IV. the Contractor has become insolvent (other than as interdicted by the bankruptcy
laws), or has assigned the proceeds received for the benefit of the Contractor's
creditors, or the Contractor has taken advantage of any insolvency statute or
debtor/creditor law or if the Contractor's affairs have been put in the hands of a
receIver;
v. the Contractor has failed to obtain the approval of the City where required by this
Agreement;
V1. the Contractor has failed to provide "adequate assurances" as required under
subsection "b" below; and
V11. the Contractor has failed in the representation of any warranties stated herein.
b) When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to
the Contractor's ability to perform the Services or any portion thereof, the City may request
that the Contractor, within the time frame set forth in the City's request, provide adequate
assurances to the City, in writing, of the Contractor's ability to
perform in accordance with terms of this Agreement. Until the City receives such
assurances the City may request an adjustment to the compensation received by the
Contractor for portions of the Services which the Contractor has not performed. In the
event that the Contractor fails to provide to the City the requested assurances within the
prescribed time frame, the City may:
1. treat such failure as a repudiation of this Agreement;
111. resort to any remedy for breach provided herein or at law, including but not limited to,
taking over the performance of the Services or any part thereof either by itself or
through others.
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c) In the event the City shall terminate this Agreement for default, the City or its
designated representatives may immediately take possession of all applicable equipment,
materials, products, documentation, reports and data.
ARTICLE 27. NOTICE OF DEFAULT - OPPORTUNITY TO CURE /TERMINATION
If an Event of Default occurs, in the determination of the City, the City may so notify the
Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor
that such default must be cured immediately or this Agreement with the City may be terminated.
Notwithstanding, the City may, in its sole discretion, allow the Contractor to rectify the default to
the City's reasonable satisfaction within a thirty (30) day period. The City may grant an additional
period of such duration as the City shall deem appropriate without waiver of any of the City's
rights hereunder, so long as the Contractor has commenced curing such default and is effectuating
a cure with diligence and continuity during such thirty (30) day period or any other period which
the City prescribes. The default notice shall specify the date the Contractor shall discontinue the
Services upon the Termination Date.
ARTICLE 28. REMEDIES IN THE EVENT OF DEFAULT
If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the
default, including but not limited to:
a) lost revenues;
b) the difference between the cost associated with procuring Services hereunder and the
amount actually expended by the City for reprocurement of Services, including
procurement and administrative costs; and,
c) such other direct damages.
The Contractor shall also remain liable for any liabilities and claims related to the Contractor's
default. The City may also bring any suit or proceeding for specific performance or for an
injunction.
ARTICLE 29. PATENT AND COPYRIGHT INDEMNIFICATION
a) The Contractor warrants that all Deliverables furnished hereunder, including but not
limited to: equipment programs, documentation, software, analyses, applications, methods,
ways, processes, and the like, do not infringe upon or violate any patent, copyrights,
service marks, trade secret, or any other third party proprietary rights.
b) The Contractor shall be liable and responsible for any and all claims made against the City
for infringement of patents, copyrights, service marks, trade secrets or any other third party
proprietary rights, by the use or supplying of any programs, documentation, software,
analyses, applications, methods, ways, processes, and the like, in the course of performance
or completion of, or in any way connected with, the Services, or the City's continued use of
the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense,
including the payment of attorney's fees, shall indemnify, and hold harmless the City and
defend any action brought against the City with respect to any claim, demand, cause of
action, debt, or liability.
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c) In the event any Deliverable or anything provided to the City hereunder, or a portion
thereof is held to constitute an infringement and its use is or may be enjoined, the
Contractor shall have the obligation, at the City's option, to (i) modify, or require that the
applicable or supplier modify, the alleged infringing item(s) at the Contractor's expense,
without impairing in any respect the functionality or performance of the item(s), or (ii)
procure for the City, at the Contractor's expense, the rights provided under this Agreement
to use the item(s).
d) The Contractor shall be solely responsible for determining and informing the City
whether a prospective supplier is a party to any litigation involving patent or copyright
infringement, service mark, trademark, violation, or proprietary rights claims or is subject
to any injunction which may prohibit it from providing any Deliverable hereunder. The
Contractor shall enter into agreements with all suppliers at the Contractor's own risk. The
City may reject any Deliverable that it believes to be the subject of any such litigation or
injunction, or if, in the City's judgment, use thereof would delay the Services or be
unlawful.
e) The Contractor shall not infringe any copyright, trademark, service mark, trade secrets,
patent rights, or other intellectual property rights in the performance of the Services.
ARTICLE 30. CONFIDENTIALITY
a) All Developed Works (as defined in Article 32(b) below) and other materials, data,
transactions of all forms, financial information, documentation, inventions, designs
and methods obtained from the City in connection with the Services performed under
this Agreement, made or developed by the Contractor in the course of the performance
of such Services, or the results of such Services, or to which the City holds the
proprietary rights, all City employee information, and City financial information
constitute Confidential Information. Confidential Information may not, without the
prior written consent of the City, be used by the Contractor or its employees, agents,
or suppliers for any purpose other than for the
benefit of the City, unless required by law. Neither the Contractor nor its employees,
agents, or suppliers may sell, transfer,
publish, disclose, display, license, or otherwise make available to others any part of
such Confidential Information without the prior written consent of the City.
Additionally, the Contractor expressly agrees to be bound by and to defend,
indemnify and hold harmless the City, and its officers and employees from the breach
of any federal, state, or local law in regard to the privacy of individuals.
b) The Contractor shall advise each of its employees, agents, and suppliers who may be
exposed to such Confidential Information of their obligation to keep such information
confidential and shall promptly advise the City in writing if it learns of any unauthorized
use or disclosure of the Confidential Information by any of its employees or agents, or
supplier's employees, present or former. In addition, the Contractor agrees to cooperate
fully and provide any assistance necessary to ensure the confidentiality of the Confidential
Information.
c) It is understood and agreed that in the event of a breach of this Article, damages may not be
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an adequate remedy and the City shall be entitled to injunctive relief to restrain
any such breach or threatened breach. Unless otherwise requested by the City, upon the
completion of the Services performed hereunder, the Contractor shall immediately turn
over to the City all such Confidential Information existing in tangible form, and no copies
thereof shall be retained by the Contractor or its employees, agents, or suppliers without the
prior written consent of the City. A certificate evidencing compliance with this provision
and signed by an officer of the Contractor shall accompany such materials.
ARTICLE 31. PROPRIETARY INFORMATION
As a political subdivision of the State of Florida, the City of Sunny Isles Beach is subject to the
provisions of Florida's Public Records Law.
The Contractor acknowledges that all computer software in the City's possession may constitute or
contain information or materials which the City has agreed to protect as proprietary information
from disclosure or unauthorized use and may also constitute or contain information or materials
which the City has developed at its own expense, the disclosure of which could harm the City's
proprietary interest therein.
During the term of the contract, the Contractor will not use directly or indirectly for itself or for
others, or publish or disclose to any third party, or remove from the City's property, any computer
programs, data compilations, or other software which the City has developed, has used or is using,
is holding for use, or which are otherwise in the possession of the City (hereinafter "Computer
Software"). All third-party license agreements must also be honored by the contractors and their
employees, except as authorized by the City and, if the Computer Software has been leased or
purchased by the City, all third party license agreements must also be honored by the contractors'
employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis,
telecommunications, personal computers and any and all information technology software.
The Contractor will report to the City any information discovered or which is disclosed to the
Contractor which may relate to the improper use, publication, disclosure or removal from the
City's property of any information technology software and hardware and will take such steps as
are within the Contractor's authority to prevent improper use, disclosure or removal.
ARTICLE 32. PROPRIETARY RIGHTS
a) The Contractor hereby acknowledges and agrees that the City retains all rights, title and
interests in and to all materials, data, documentation and copies thereof furnished by the
City to the Contractor hereunder or furnished by the Contractor to the City and/or created
by the Contractor for delivery to the City, even if unfinished or in process, as a result of the
Services the Contractor performs in connection with this Agreement, including all
copyright and other proprietary rights therein, which the Contractor as well as its
employees, agents, and suppliers may use only in connection with the performance of
Services under this Agreement. The Contractor shall not, without the prior written consent
of the City, use such documentation on any other project in which the Contractor or its
employees, agents, or suppliers are or may become engaged. Submission or distribution by
the Contractor to meet official
regulatory requirements or for other purposes in connection with the performance of
Services under this Agreement shall not be construed as publication in derogation of the
City's copyrights or other proprietary rights.
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b) All rights, title and interest in and to certain inventions, ideas, designs and methods,
specifications and other documentation related thereto developed by the Contractor
specifically for the City, hereinafter referred to as "Developed Works" shall become the
property of the City.
c) Accordingly, neither the Contractor nor its employees, agents, or suppliers shall have any
proprietary interest in such Developed Works. The Developed Works may not be utilized,
reproduced or distributed by or on behalf of the Contractor, or any employee, agent, or
supplier thereof, without the prior written consent of the City, except as required for the
Contractor's performance hereunder.
d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the
Contractor and its suppliers hereunder shall retain all proprietary
rights in and to all licensed software provided hereunder, that have not been customized
to satisfy the performance criteria set forth in the City's RFP 10-07-01. Notwithstanding
the foregoing, the Contractor hereby grants, and shall require that its suppliers grant, if the
City so desires, a perpetual, irrevocable and unrestricted right and license to use,
duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such licensed
software and the associated specifications, technical data and other documentation for the
operations of the City or entities controlling, controlled by, under common control with, or
affiliated with the City, or organizations which may hereafter be formed by or become
affiliated with the City. Such license specifically includes, but is not limited to, the right
of the City to use and/or disclose, in whole or in part, the technical documentation and
licensed software, including any source code provided hereunder, to any person or entity
outside the City for such person's or entity's use in furnishing any and/or all of the
Deliverables provided hereunder exclusively for the City or entities controlling, controlled
by, under common control with, or affiliated with the City, or organizations which may
hereafter be formed by or become affiliated with the City. No such licensed software,
specifications, data, documentation or related information shall be deemed to have been
given in confidence and any statement or legend to the contrary shall be void and of no
effect.
ARTICLE 33. BUSINESS APPLICATION AND FORMS
Vendor Application The Contractor shall be a registered vendor with the City for the duration of
this Agreement. It is the responsibility of the Contractor to file the appropriate vendor application
and to update the application file for any changes for the duration of this Agreement, including any
option years.
Section 2-11.1(d) of the Miami-Dade County Code as amended by Ordinance 00-1, requires any
City employee or any member of the employee's immediate family who has a controlling financial
interest, direct or indirect, with the City or any person or agency acting for the City competing or
applying for any such contract as it pertains to this solicitation, must first request a conflict of
interest opinion from the County's Ethic Commission prior to their or their immediate family
member's entering into any contract or transacting any business through a firm, corporation,
partnership or business entity in which the employee or any member of the employee's immediate
family has a controlling financial interest, direct or indirect, with the City of Sunny Isles Beach or
any person or agency acting for the City and that any such contract, agreement or business
engagement entered in violation of this subsection, as amended, shall render this Agreement
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voidable. For additional information, please contact the Ethics Commission hotline at (305) 579-
2593.
ARTICLE 34. LOCAL. STATE. AND FEDERAL COMPLIANCE REQUIREMENTS
Contractor agrees to comply, subject to applicable professional standards, with the provisions of
any and all applicable Federal, State, County and City orders, statutes, ordinances, rules and
regulations which may pertain to the Services required under this Agreement, or to its facility,
including but not limited to:
a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as
amended and applicable to this Contract.
b) Miami-Dade County Florida, Department of Small Business Development Participation
Provisions, as applicable to this Contract.
c) Environmental Protection Agency (EPA), as applicable to this Contract.
d) Miami-Dade County Code, Chapter l1A, Article 3. All contractors performing work in
connection with this Contract shall provide equal opportunity for employment because of
race, religion, color, age, sex, national origin, sexual preference, disability or marital status.
The aforesaid provision shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment advertising;
layoff or termination; rates of payor other forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees to post in a conspicuous place
available for employees and applicants for employment, such notices as may be required
by the Dade County Fair Housing and Employment Commission, or other authority having
jurisdiction over the work setting forth the provisions of the nondiscrimination law.
e) "Conflicts oflnterest" Section 2-11 of the County Code, and Ordinance 01-199.
f) Sunny Isles Beach Purchasing Policies and Procedures Manual Policy 3.6 "Debarment and
Suspension" .
g) Sunny Isles Beach Code of Ordinances, Chapter 14, Building and Housing; Chapter 16,
Property Maintenance and Chapter 24, Zoning and Land Development.
Failure to comply with the provisions of this Article is an Event of Default under this Agreement.
Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant
to this Agreement to take any action or abstain from taking any action if such action or abstention
would, in the good faith determination of the Contractor, constitute a violation of any law or
regulation to which Contractor is subject, including but not limited to laws and regulations
requiring that Contractor conduct its operations in a safe and sound manner.
ARTICLE 35. NONDISCRIMINATION
During the performance of this Contract, Contractor agrees to not discriminate against any
employee or applicant for employment because of race, religion, color, sex, handicap, marital
status, age or national origin, and will take affirmative action to ensure that they are afforded equal
employment opportunities without discrimination. Such action shall be taken with reference to,
but not limited to recruitment, employment, termination, rates of pay or other forms of
compensation, and selection for training or retraining, including apprenticeship and on the job
training. By entering into this Contract with the City, the Contractor attests that it is not in
violation of the Americans with Disabilities Act of 1990 (and related Acts). If the Contractor or
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any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the
responsible enforcement agency or the City to be in violation of the Act, such violation shall
render this Contract void. This Contract shall be void if the Contractor submits a false affidavit or
the Contractor violates the Act during the term of this Contract, even if the Contractor was not in
violation at the time it submitted its affidavit.
ARTICLE 36. CONFLICT OF INTEREST
The Contractor represents that:
a) No officer, director, employee, agent, or other consultant of the City or a member of the
immediate family or household of the aforesaid has directly or indirectly received or been
promised any form of benefit, payment or compensation, whether tangible or intangible, in
connection with the grant of this Agreement.
b) There are no undisclosed persons or entities interested with the Contractor in this
Agreement. This Agreement is entered into by the Contractor without any connection with
any other entity or person making a proposal for the same purpose, and without collusion,
fraud or conflict of interest. No elected or appointed officer or official, director, employee,
agent or other consultant of the City, or of the State of Florida (including elected and
appointed members ofthe legislative and executive branches of government), or member of
the immediate family or household of any of the aforesaid:
i) is interested on behalf of or through the Contractor directly or indirectly in any manner
whatsoever in the execution or the performance of this Agreement, or in the services,
supplies or work, to which this Agreement relates or in any portion of the revenues; or
ii) is an employee, agent, advisor, or consultant to the Contractor, or to the best of the
Contractor's knowledge, any supplier to the Contractor.
c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary,
or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's
faithful performance of its obligations under this Agreement; provided that the City, in its
sole discretion, may consent in writing to such a relationship, and provided the Contractor
provides the City with a written notice, in advance, which identifies all the individuals and
entities involved and sets forth in detail the nature of the relationship and why it is in the
City's best interest to consent to such relationship.
d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with
respect to conflict of interest. In the event there is a difference between the standards
applicable under this Agreement and those provided by statute, the stricter standard shall
apply.
e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above
and acquires information which may indicate that there may be an actual or apparent
violation of any of the above, Contractor shall promptly bring such information to the
attention of the City's Project Manager. Contractor shall thereafter cooperate with the
City's review and investigation of such information, and comply with the instructions
Contractor receives from the Project Manager in regard to remedying the situation.
ARTICLE 37. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION
Under no circumstances shall the Contractor, its employees, agents, and suppliers, without the
express written consent of the City:
a)
Issue or permit to be issued any press release, advertisement or literature of any kind which
SfJ
refers to the City, or the Work being performed hereunder, unless the Contractor first
obtains the written approval of the City. Such approval may be withheld if for any reason
the City believes that the publication of such information would be harmful to the public
interest or is in any way undesirable; and
b) Communicate in any way with any contractor, department, board, agency, councilor other
organization or any person whether governmental or private in connection with the
Services to be performed hereunder except upon prior written approval and instruction of
the City; and
c) Represent, directly or indirectly, that any product or service provided by the Contractor or
such parties has been approved or endorsed by the City, except as may be required by law.
ARTICLE 38. BANKRUPTCY
The City reserves the right to terminate this contract if, during the term of any contract the
Contractor has with the City, the Contractor becomes involved as a debtor in a bankruptcy
proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a
trustee or receiver is appointed over all or a substantial portion of the property of the
Contractor under federal bankruptcy law or any state insolvency law.
ARTICLE 39. GOVERNING LAW AND VENUE
This Contract, including appendices, and all matters relating to this Contract (whether in
contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in
accordance with, the laws of the State of Florida. The Venue for any legal proceeding under this
Agreement shall be in Miami-Dade County, Florida.
ARTICLE 40. SURVIVAL
The parties acknowledge that any of the obligations in this Agreement will survive the term,
termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and
the City under this Agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof.
(Fhe remainder of this page has been intentionally left blank.)
s/]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate
on the day and year first written above.
WI~ J)J~
SIgnature
~~f,~~i~~
PrInt ame
DOWNTOWN TOWING
_~w ~\CJJQ-
Print Name
, " t l.
,
AJ"J;'EST:
AP ROVED AS TO FORM AND
LEGAL SUFFICIENCY
· ~y:~ ~ JL.v
Jane A. Hines, CMC, City Clerk
'"'
.... I "
~ I _,", ~ w ~-
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BY:",~AV'/I....1 ...A..A A-A ~ f't2A
Hans Ottinot, City Attorney
SIC
Proposal for Towinq Services
1. Business Name: Downtown 'T'owi ng Company
2. Business Address: 15415 N.E. 21st Avenue
Phone: (305)576,--0989 City: North Miami Beach
Mailing Address: )41 R N M; rim; lIvpnllP
Zip: 33162
City: Miami Zip: 331 27
State type of business enterprise (e.g. corporation, association, partnership, organization, joint venture,
trust, foundation, firm, group, society, individual natural person, etc.): Corporation
3. NAME ALL OWNERS, OFFICERS, AND PERSONS HAVING AN INTEREST IN THE TOWING AGENCY:
(Attach additional sheets if necessary)
a. NAME Dagmar Del Rosal
STATE
STATE
SJATE
STATE
4. Has the business enterprise, or any person whose name appears in this application, ever been convicted of any
crime? ~
If so, list the name, the arrest and conviction record of each person:
(Attach Additional sheets if necessary)
N/A
5. If a corporation, supply the following:
A TT ACHMENT "C"
25
Corporate Name: Downtown Towing Company
Date Incorporated: October 1978 State of Charter: Florida
6. What is the fictitious name under which the business will be conducted (if applicable): N / A
7. Has this business ever been suspended, revoked or been the subject of suspension, revocation or
violation of Local, County, or State Law? No
8. How many wreckers does the towing agency have in each class?
Refer to Equipment Requirements of specifications for class description
CLASS A WRECKER 6
CLASS A SLIDE BACK CARE CARRIER
CLASS B WRECKER 1
CLASS B SLIDE BACK CAR CARRIER
CLASS C WRECKER 1
CLASS 0 WRECKER 1
OTHER: (DESCRIPTION AND NUMBER)
2
4
2 Landolls
1 Lowboy
2 Tractors
Please provide complete Information for each wrecker on the attached equipment form.
9. Do you have now or have you had any contracts with private companies? Yes
If so, fist two, including the name and phone number of your contact at these companies:
Walmart Agustine Chinique - (305)298-0379
University of Miami - Peggy Mason - (305)284-1641
10. Has the towing agency filed for insolvency, reorganization or bankruptcy petition (voluntary or involuntary)?
No
11. Ust five (5) references preferably public agencies with current or past contracts: AGENCY CONTACT
TELEPHONE
Miami Dade ?olice Dept.
Florida Highway Patrol
/ Off. Amaoor / ~(786)486-6911
/ Trooper Washington / #(305)218-4382
City of Miami Police Dept. / Off. Soloman / #(305)607-0079
City of Coral Gables Police Dept. / Maior Masington / #(305)460-5457
Mia~i Dooe School ~ / Ke'Tin Mclnt~~~ ! #(305)995 137~
12. How long has this towing agency been in the towing business?
30+ years
26
"
13. How long have the owner(s), listed in item 3, been in the towing business? (List by name)
Dagmar Del Rosal, since 1986
14. Are the payment office and the storage facility located at the same site? Inside - yes
15. Provide the address of the payment office: Outside - on same street
15415 N.E. 21 Avenue, North Miami Beach, FL 33162
16. Provide the address of the storage facility; indicate how many outside storage spaces are at this facility and
how many inside storage spaces: Address: 15415 NE 21 Ave. & 2050 NE 154 St. NMB, FL
Outside: 100 @ 2050 NE 154 Street
Inside: 6 @ 15415 NE 21 ~venue
17. Is the towing agency located entirely within the City of North Miami Beach limits? Yes
18. Enclose a copy of your Iicense(s), Certificate of Use and Occupancy, proof of ownership or first party
lease of all facilities, Certificates of Insurance, and evidence of ownership or valid first party lease of the
wreckers and slide back carriers that will be utilized to perfonn the services.
19. Complete the attached personnel form including all the employees to be utilized in perfonnance of the contract
work.
20. Please attach a narrative statement to describe the Proposer's ability to meet or exceed all request for
proposal requirements, the capacity to perfonn the services specified, and the Proposes ability and
commitment to respond in emeryency situations.
27
SWORN STATE1\1ENT PURSUANT TO SECTION 287.133(3)(a)
FLORIDA STATUTES, ON PUBLIC ENTITY CRIl\1ES
THIS FORM MUST BE SIGNED AND SWORN TO l}.I TI-IE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted
to City of Sunny Isles Beach, Florioa
by Dagmar Del Rosal
fur Downtown Towing Company
whose business address is
15415 N.E. 21 Ave. North Miami Beach. FL.33162
and (if applicable) its Fcder:\l Employer Identification Number (FEIN)
fl59-1844781
(If the entity had no FEIN, include the Social Security Number of the individual signing this
sworn statement:
2. I understand that a "public entity crime" as defined in Paragraph 287.133(l)(g), Florida
Statutes, means a violation of any state or federal law by a pcrson with respcct to and dircctly
related to the transaction of business with any public entity or with an agency or political
subdivision of any other state or of the United States, including, but not limited to, any bid or
contract for goods or services to be provided to any public entity or an agency or political
subdivision of any other state or of the United States and involving antitrust, fraud, theft,
bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(l)(b), Florida
Statutes means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought by
indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry
of a plea of guilty or nolo contenders.
4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
a. A predecessor or successor of a person convicted of a public entity crime; or
b. An entity under the control of any natural person who is active in the management of the
entity and who has been convicted of a public entity come. The term "affiliate" includes
those officers, directors, executives, partners, shareholders, employees, members, and
agents who are active in the management of an afiiliate. The ownership by one person of
shares constituting a controlling interest in another person, or a pooling of equipment or
income among persons when not for fair market value under an arm's length agreement,
shall be a prima facie case that one person controls another person. A person who
knowingly entcrs into a joint venture with a person who has becn convicted of a public
cntity crimc in Florida during the preceding 36 months shall be considercd an affiliate.
5. I undcrstand that a "person" as defined in Paragraph 287.133(l)(e), Florida Statutes, means any
natural person or entity organized under thc laws of any state or of the United States with the
legal power to enter into a binding contract and which bids or applies to bid on contracts for
ATTACHMENT "F)) .
30
the provision of goods or services let by a public entity, or which otherwise transacts or applies
to transact business with a public entity. The term "person" includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in
management of any entity.
6. Based on information and belief, the statement which I have marked below is true in a
relation to the entity submitting this sworn statement. (Please indicate which one (1) of the
following three (3) statements is applicable.)
--1L- (1) Neither the entity submitting this sworn statement, nor any of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or any affiliate of the entity has been charged with and convicted of a
public entity crime within the past 36 months.
-<--(2) The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or any affiliate of the entity has been charged with and convicted of a
public entity crime within the past 36 months.
_(3) The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or agents who are active in management of the entity, or any affiliate
of the entity has been charged with and convicted of a public entity crime within the past 36
months. However, there has been a subsequent proceeding before a Hearing Officer of the State
of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer
determined that it was not in the public interest to place the entity submitting this sworn
statement on the convicted vendor list. (Attached is a copy of the final order.)
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING
OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS
FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH
DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE
PERIOD OF THE CONTRACT ENTERED INTO , WHICHEVER PERIOD IS LONGER. I
ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY
PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT
PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR THE CATEGORY TWO OF
ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
~.
Dagmar Del Rosal
(Printed or Typed Legal Name of Affiant)
31
STATE OF FLORIDA )
)ss.
COUNTY OF MIAMI-DADE)
-:J "'-d'U>
before m~ this.2'.2 d~y of -:RL~ ' 2010, by
, as-.rf g~::t of
Ida corporation, on behalf of said corporation and limited
ppeared before me and is personally known to me.
J';'OTARY PUBllC-STA!E OF FLORIDA
__"'''''''' Saran Perez
{~t\Commission #DD703676
-:...W!./ Expires: SEP. 17 J 2011
",,,,,\' NDINGCO INe
BONDED THRU ATLANTIC BO .,'
{ NOTARY SEAL}
Notary:\ ,
Print Na\ne' ..' '1' /2
Notary Public, State of Florida ..JT
My Commission Expires: ~<e I.
(;.{ ;)-CJi{
32
NON-COLLUSION AFFIDAVIT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The undersigned being first duly sworn as provided by law, deposes, and says:
1.1. This Affidavit is made with the knowledge and intent that it is to be filed with the City of
Sunny Isles Beach City Commission and that it will be relied upon by said City, in any
consideration which may give to and any action it may take with respect to this proposal.
1.2. The undersigned is authorized to make this Affidavit on behalf of,
Downtown Towing Company (Name of Corporation, Partnership, Individual,
etc.), a corporation duly organized and existing under the laws of the State of
Florida of which he is President & Sole Owner (Sole Owner, Partner,
President, etc.)
1.3. Neither the undersigned nor any person, firm, or corporation named in above Paragraph
1.2, nor anyone else to the knowledge of the undersigned, have themselves solicited or employed
anyone else to solicit favorable action for this proposal by the City, also that no head of any
department or employee therein, or any officer of the City of Sunny Isles Beach, Florida is directly
interested therein.
1.4. This proposal is genuine and not collusive or a sham; the person, firm or corporation
named above in Paragraph 1.2 has not colluded, conspired, connived or agreed directly or
indirectly with any Proposer or person, firm or corporation, to put in a sham proposal, or that such
person, firm or corporation, shall refrain from Proposing, and has not in any manner, directly or
indirectly, sought by agreement or collusion, or communication or conference with any person,
firm or corporation, to fix the prices of said proposal or proposals of any other Proposer; and all
statements contained in the proposal or proposals described above are true; and further; neither the
undersigned, nor the person, firm or corporation named above in Paragraph 1.2, has directly or
indirectly submitted said proposal or the contents thereof, or divulged information or data relative
thereto to an associatio any member or agent thereof.
~.
President / Owner
AFFIANT'S TITLE
_i\C). .
The foregoing Affidavit was acknowledged before me this ,d-,-:, day of.:.TI. )L~11 2010, by
Dagmar Del Rosal , as President of
Downtown Tow; ng compaAflorida corporation, on behalf of said corporation and limited
partnership. He/She personally appeared before me and is p onaUy- own,to me.
{ NOTaRIAL SEAL} } I
NOTARY PUBllC-STATE OF FLORIDA
,'......, Sarah Perez
t~~\ Commission # DD703676
\~/ Expires: SEP.17,2011
".....-- U .'TLANTIC BoNDING co., INC.
BONDED THR "
Notary:
Print Nartul. /{ .1-
Notary Public, State of FIO~
My Commission Expires: ,\ 7( J\) \ l
ATTACHMENT "G"
33
October 4,2010
Mrs. Dagmar Del Rosal
Downtown Towing Company
15415 NE 21st Avenue
North Miami Beach, Florida 33162
Dear Mrs. Del Rosal,
I am please to inform you that at the September 16, 2010 Regular Commission Meeting, Downtown
Towing Companv, Inc. was one of the tow companies approved and awarded the contract for
Professional Towing Services (RFP # 10-07-01) for the City of Sunny Isles Beach.
Effective Friday, October 1, 2010 the below listed rotation schedule will be in effect until further
notice.
We look forward to a great working relationship and if you have any questions, please feel free to
contact me.
Sincerely,
~~0d2 a. ~O/Y)~
Michael A. Grandinetti
Captain
xc:
sgt. Paul Manzella
Police Communications
City Clerks Office
TOW COMPANY
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
October 4, 2010
Mrs. Dagmar Del Rosal
Downtown Towing Company
15415 NE 21st Avenue
North Miami Beacp., Florida 33162
Dear Mrs. Del Rosal,
I am please to inform you that at the September 16, 2010 Regular Commission Meeting, Downtown
Towing Companv, Inc. was one of the tow companies approved and awarded the contract for
Professional Towing Services (RFP # 10-07-01) for the City of Sunny Isles Beach.
Effective Friday, October 1, 2010 the below listed rotation schedule will be in effect until further I
notice.
We look forward to a great working relationship and if you have any questions, please feel free to
contact me.
. ~.MONTH
October 2010
November 2010
December 2010
Janua 2011
Februa 2011
March 2011
A ril2011
Ma 2011
June 2011
Jul 2011
Au ust 2011
Se tember 2011
Sincerely,
~~cd2 a . Jsfnom~'
Michael A. Grandinetti
Captain
xc:
Sgt Paul Manzella
Police Communications
City Clerks Office
TOW COMPANY
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Midtown Towin
Downtown Towin
Preview
TO:
FROM:
DATE:
RE:
Page 1 of 1
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
The Honorable Mayor and City Commission
Fred A. Maas, Chief of Police
Michael A. Grandinetti, Police Captain
9/16/2010
Selecting Two (2) Towing Companies to Perform Police Towing Services
for the City, in Response to RFP No. 10-07-01
RECOMMENDATION:
It is recommended that the City Commission approve a Resolution authorizing
the Mayor to enter into an agreement with Midtown Towing of Miami, Inc. and
Downtown Towing Company, Inc. to provide police towing services.
REASONS:
The City of Sunny Isles Beach Police Department requires the services of towing
companies on a rotation for the removal, impounding, and/or storage of junk
vehicles, abandoned vehicles, illegally parked vehicles, non-drivable vehicles at
accident scenes, the vehicles of prisoners arrested by the City of Sunny Isles
Beach Police Department, confiscated vehicles, or for any other reason that
arises from the streets or other areas within the City, or from other locations as
directed by the Police Department, for a period of three years.
ADDITIONAL INFORMATION:
The two recommended tow companies were both qualified responsive bidders to
the RFP # 10-07-01 issued on July 15, 2010 and closed on July 29, 2010
FUNDING SOURCE:
None Required
ATTACHMENTS:
. Resolution
http://sibagenda.sibfl.net/agendalPreview .aspx?I temID=340&MeetingID=0&MeetingDate... 9/1 0/20 1 0