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HomeMy WebLinkAboutReso 2018-2784 RESOLUTION NO. 2018 - 7 1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY _ ISLES BEACH,FLORIDA,AWARDING RFP NO. 17-11-01 TO APPROVING AN AGREEMENT WITH PRESTIGE AUTO TRANSPORT TOWING & RECOVERY, INC. AND WITH DOWNTOWN TOWING COMPANY 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. 17-11-01,for Professional Towing Services for the City of Sunny Isles Beach Police Department, for which four (4) responses were received; and WHEREAS, staff has determined that the bid responses from Prestige Auto Transport Towing&Recovery,Inc. and Downtown Towing Company were both qualified responsive bidders; and WHEREAS,the City wishes to award RFP No. 17-11-01 and approves an agreement with Prestige Auto Transport Towing & Recovery, Inc. and Downtown Towing Company 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. Award of Bid and Approval of Agreements. The City Commission hereby awards RFP No. 17-11-01 to and approves the agreements with Prestige Auto Transport Towing & Recovery, Inc. and Downtown Towing Company to provide towing services to the Police Department, on a rotational basis, for period of three (3) years. Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreements. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effe ' upon adoption. PASSED AND ADOPTED this 15111 da of Febrlr- ry 2018. George . Scholl, Mayor R2018-Towing Sr'Prestige and Downtown Towing(RFP 17-11-01) Page 1 of 2 ATTEST:, Mauricio Betancur, CMC, City Clerk APPROVED AS TO FORM AND LEGAL U FICIENCY: f I' fan! ttinot, V ity Attorney Moved by: CtliISSiortE'R_ Kkrto Seconded by: VICE M Oe aOLbeitAi • Vote: Mayor Scholl 1 (Yes) (No) Vice Mayor Goldman (Yes) (No) Commissioner Aelion ✓ (Yes) (No) Commissioner Gatto V (Yes) (No) Commissioner Svechin I (Yes) (No) R2018-Towing Sry Prestige and Downtown Towing(RFP 17-11-01) Page 2 of 2 SUNNY iJf AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND DOWNTOWN TOWING COMPANY SF ,•F,0,0�o yE. °`sus CONTRACT NO. 058-4544 rt- THIS AGREEMENT, entered into this + day of Vv 2018, by and between the CITY OF SUNNY ISLES BEACH (hereinafter referred to as ("City") and DOWNTOWN TOWING COMPANY, a company authorized to do business in the State of Florida (hereinafter referred to as "Contractor"), whose Federal I.D. # is 59-1844781. RECITALS WHEREAS, the City is in need of a Contractor to provide towing services on a month- to-month rotating basis. The Contractor will provide 24 hour towing services, 365 days per year for the City of Sunny Isles Beach ("Services"); and WHEREAS, Contractor has expressed the ability and desire to provide these Services subject to the terms and conditions contained in RFP No. 17-11-01, which is expressly incorporated herein by reference and made a part hereof; and WHEREAS, the City wishes to employ Contractor to provide towing services on a month-to-month rotating basis. The Contractor will provide 24 hour towing services, 365 days per year pursuant to the specifications outlined in RFP No. 17-11-01 ("Services"); and WHEREAS, Contractor was selected by the City Manager to the City Commission as the lowest responsible, responsive bidder in response to RFP No. 17-11-01. NOW THEREFORE, in consideration of the premises and the mutual covenants herein names, the parties agree as follows: TERMS 1. RECITALS: The recitals set forth above are hereby incorporated into this Agreement and made a part hereof. 2. SERVICES: The Contractor agrees to perform those services described in RFP No. 17- 11-01, and Contractor's response thereto, which are both expressly incorporated herein by reference and made a part hereof. All obligations and Services undertaken pursuant to this Agreement shall be performed diligently and completely in accordance with professional standards of conduct and performance. All work shall be performed to the satisfaction of the City and within the times specified by the City. 3. TOWING RATES. The Contractor shall provide the Services to the City based on the rates set forth in Miami-Dade County Maximum Non-Consent Towing Rates. 4. DELAY PENALTIES. The Contractor shall be subject to the following penalties for failure to provide timely services: 058-4544 Downtown Towing Company 1 Service Request Required Response Time Within Penalty Amount Emergency Exceeds 30 minutes $125.00 Non-Emergency Exceeds 45 minutes $100.00 5. EXEMPT CHARGES: City vehicles up to and including 3 (three) ton trucks shall be towed or serviced at to charge anywhere within Miami-Dade County, Broward County and Palm Beach County. The City will not be charged for any scrap or derelict vehicles disposed of by the tow company. Towing or servicing of City vehicles over 3 (three) tons shall be at the contract rates specified herein. Calls for towing City vehicles and busses shall be responded to within thirty minutes and subject to the performance fee mentioned. 6. NON CONSENT TOW RATES: Non Consent Tow Rates shall be in accordance with Miami-Dade County Maximum rates and will only be adjusted by County revisions to these rates. By signing this contract, the Contractor agrees to charge the rates specified herein. Contractors shall have contract rates posted in an area that will be plainly visible to the public (offices, waiting area, etc.). The rates and heading shall be posted wherever the contractor releases vehicles at the storage compound. 7. TERM: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall commence upon the date the Agreement is signed by both parties and shall end three (3) years thereafter, with two (2) optional one (1) year renewal terms, for a maximum of five (5) years, unless terminated earlier by the City during the initial term or any optional renewal term. 8. TERMINATION: A. Termination for Cause. If, through any cause within the reasonable control the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement. (i). In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 3 herein. (ii). Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the purposes of set-off until such time as the exact amount of damages due to the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by giving 058-4544 Downtown Towing Company 2 written notice which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraph A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. INDEPENDENT CONTRACTOR RELATIONSHIP: The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 10. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work product produced pursuant to this Agreement shall become the exclusive property of the City and shall be provided to the City upon request. 11. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not subcontract, assign or transfer any work under this agreement without the prior written consent of the City. Should the Contractor subcontract any services under this agreement, it shall be done with continued liability for the Contractor. The Contractor shall remain responsible for services, responsibilities and liabilities of any person or entity acting under Contractor. 12. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 13. GOVERNING LAW, VENUE AND ATTORNEYS FEES. It is agreed that this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. 14. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason Whatsoever, disclose to any 058-4544 Downtown Towing Company 3 person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Paragraph could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor in a court of equity for violating such provisions. 15. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, contractors or employees, as more particularly set forth below: ❑ Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. ❑ Worker's Compensation, as required by law, but with no less than $1,000,000.00 for Employer's Liability. ❑ Business Automobile Liability which shall include coverage for all owned, non-owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence, One Million Dollars ($1,000,000.00) per accident for bodily injury and Five Hundred Thousand Dollars ($500,000.00) per accident for property damage. Insurance required of the Contractor shall be primary to, and not contributory with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub-Contractor(s) providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 16. DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS. Contractor agrees to defend, indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including, but not limited to, 058-4544 Downtown Towing Company 4 attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, agents or other personal entity acting under Contractor's control in connection with the Contractor's performance of Services under this Agreement and to that extent the Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Contractor for this indemnity. 17. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the services. The Contractor further covenants that in the performance of this agreement, no person having any such interest shall knowingly be employed by the Contractor. No member of, or delegate to the Congress of the United States shall be admitted to any share or part of this agreement or to any benefits arising therefrom. 18. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The. Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 19. NOTICES: All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by 058-4544 Downtown Towing Company 5 certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Christopher J. Russo With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor: Timothy Ryan Del Rosal, Vice President Downtown Towing Company 301 NW 170 Street North Miami Beach, Florida 33169 Tel: (305)576-0644 20. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: (i.) Contractor shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.) Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City. (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF 058-4544 Downtown Towing Company 6 PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net, 18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160. 21. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE (3) years. 22. MISCELLANEOUS: A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement, together with all terms and conditions contained in Request for Proposal No. 17-11-01, and the Contractor's response thereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. [SIGNATURES ON FOLLOWING PAGE] 058-4544 Downtown Towing.Company 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. WI;I\/S . . DOWNTOWN TOWING COMPANY A .igvstur -\--1\PC1 d/D BY: Print N.me Timoth an Del osal, ce President f �. . •tel -ATTES I•• , CITY OF SLES BEACH r BY: — 4!I+i ' BY: Maur].. :eta•cur, CMC, City Clerk Georg-. . Scholl,Mayor APPRO\ ' 1 AS TO FORM AND LEGAL SUFFICIENCY 4171 • BY: • B . Department Head "ans Ottinot, City Attorney • • 058.4544 Downtown Towing Company 8 uNNY IS(f ' R - O AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND PRESTIGE AUTO TRANSPORT TOWING & SE\\)\\•FLORO ti Cly RECOVERY INC. CONTRACT NO. 060-6706 11 THIS AGREEMENT, entered into this day of v'4).1 2018, by and between the CITY OF SUNNY ISLES BEACH (hereinafter referred o as ("City") and PRESTIGE AUTO TRANSPORT TOWING & RECOVERY INC. , a company authorized to do business in the State of Florida (hereinafter referred to as "Contractor"), whose Federal I.D. # is 45-2595305. RECITALS WHEREAS, the City is in need of a Contractor to provide towing services on a month- to-month rotating basis. The Contractor will provide 24 hour towing services, 365 days per year for the City of Sunny Isles Beach ("Services"); and WHEREAS, Contractor has expressed the ability and desire to provide these Services subject to the terms and conditions contained in RFP No. 17-11-01, which is expressly incorporated herein by reference and made a part hereof; and WHEREAS, the City wishes to employ Contractor to provide towing services on a month-to-month rotating basis. The Contractor will provide 24 hour towing services, 365 days per year pursuant to the specifications outlined in RFP No. 17-11-01 ("Services"); and WHEREAS, Contractor was selected by the City Manager to the City Commission as the lowest responsible, responsive bidder in response to RFP No. 17-11-01. NOW THEREFORE, in consideration of the premises and the mutual covenants herein names, the parties agree as follows: TERMS 1. RECITALS: The recitals set forth above are hereby incorporated into this Agreement and made a part hereof 2. SERVICES: The Contractor agrees to perform those services described in RFP No. 17- 11-01, and Contractor's response thereto, which are both expressly incorporated herein by reference and made a part hereof All obligations and Services undertaken pursuant to this Agreement shall be performed diligently and completely in accordance with professional standards of conduct and performance. All work shall be performed to the satisfaction of the City and within the times specified by the City. 3. TOWING RATES. The Contractor shall provide the Services to the City based on the rates set forth in Miami-Dade County Maximum Non-Consent Towing Rates. 4. DELAY PENALTIES. The Contractor shall be subject to the following penalties for failure to provide timely services: 060-6706 Prestige Auto Transport Towing& Recovery I Service Request Required Response Time Within Penalty Amount Emergency Exceeds 30 minutes $125.00 Non-Emergency Exceeds 45 minutes 5. EXEMPT CHARGES: City vehicles up to and including 3 (three) ton trucks shall be towed or serviced at to charge anywhere within Miami-Dade County, Broward County and Palm Beach County. The City will not be charged for any scrap or derelict vehicles disposed of by the tow company. Towing or servicing of City vehicles over 3 (three) tons shall be at the contract rates specified herein. Calls for towing City vehicles and busses shall be responded to within thirty minutes and subject to the performance fee mentioned. 6. NON CONSENT TOW RATES: Non Consent Tow Rates shall be in accordance with Miami-Dade County Maximum rates and will only be adjusted by County revisions to these rates. By signing this contract, the Contractor agrees to charge the rates specified herein. Contractors shall have contract rates posted in an area that will be plainly visible to the public (offices, waiting area, etc.). The rates and heading shall be posted wherever the contractor releases vehicles at the storage compound. 7. TERM: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall commence upon the date the Agreement is signed by both parties and shall end three (3) years thereafter, with two (2) optional one (1) year renewal terms, for a maximum of five (5) years, unless terminated earlier by the City during the initial term or any optional renewal term. 8. TERMINATION: A. Termination for Cause. If, through any cause within the reasonable control the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement. (i). In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 3 herein. (ii). Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the purposes of set-off until such time as the exact amount of damages due to the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by giving 060-6706 Prestige Auto Transport Towing& Recovery 2 written notice which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraph A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. INDEPENDENT CONTRACTOR RELATIONSHIP: The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 10. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work product produced pursuant to this Agreement shall become the exclusive property of the City and shall be provided to the City upon request. 11. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not subcontract, assign or transfer any work under this agreement without the prior written consent of the City. Should the Contractor subcontract any services under this agreement, it shall be done with continued liability for the Contractor. The Contractor shall remain responsible for services, responsibilities and liabilities of any person or entity acting under Contractor. 12. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 13. GOVERNING LAW, VENUE AND ATTORNEYS FEES. It is agreed that this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. 14. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any 060-6706 Prestige Auto Transport Towing& Recovery 3 person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Paragraph could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor in a court of equity for violating such provisions. 15. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, contractors or employees, as more particularly set forth below: ❑ Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. ❑ Worker's Compensation, as required by law, but with no less than $1,000,000.00 for Employer's Liability. ❑ Business Automobile Liability which shall include coverage for all owned, non-owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence, One Million Dollars ($1,000,000.00) per accident for bodily injury and Five Hundred Thousand Dollars ($500,000.00) per accident for property damage. Insurance required of the Contractor shall be primary to, and not contributory with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub-Contractor(s) providing services hereunder (if any).procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 16. DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS. Contractor agrees to defend, indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including, but not limited to, 060-6706 Prestige Auto Transport Towing& Recovery 4 attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, agents or other personal entity acting under Contractor's control in connection with the Contractor's performance of Services under this Agreement and to that extent the Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Contractor for this indemnity. 17. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the services. The Contractor further covenants that in the performance of this agreement, no person having any such interest shall knowingly be employed by the Contractor. No member of, or delegate to the Congress of the United States shall be admitted to any share or part of this agreement or to any benefits arising therefrom. 18. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 19. NOTICES: All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by 060-6706 Prestige Auto Transport Towing& Recovery 5 • certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Christopher J. Russo With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor: Nechelle Morales, Owner Prestige Auto Transport Towing & Recovery Inc. 1491 NE 130 Street North Miami, Florida 33161 Tel: (305)830-1571 20. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: (i.) Contractor shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.) Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City. (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF 060-6706 Prestige Auto Transport Towing& Recovery 6 PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net, 18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160. 21. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE (3) years. 22. MISCELLANEOUS: A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement, together with all terms and conditions contained in Request for Proposal No. 17-11-01, and the Contractor's response thereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. [SIGNATURES ON FOLLOWING PAGE] • 060-6706 Prestige Auto Transport Towing& Recovery 7 WITNESS: PRESTIGE AUTO TRANSPORT TOWING& RECOVERY INC. Signature Nechelle MOCa)C6 BYO-1301d 4—{ttcL7 . Print Name Nechelle Morales,Owner A r ATTEST, I CITY 0 r ISLES BEACH 111 BY. - ` BY: Mauricic Betanc , CMC, City Clerk Geor eH.Scholl,Mayor , I 1 ' APPRO'ED AS TO FORM AND LEGAL FICIENCY BY: 1/�/� .'1l:g Department Head H.IT0' ot, City Attorney 060-6706 Prestige Auto Transport Towing&Recovery 8