Resolution No. 2021-36 Approving Agreement with CrowderGulf Joint Venture Inc. for Diaster Recovery Services - July 13, 2021 CITY OF AVENTURA RESOLUTION NO. 2021-36
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA,
FLORIDA APPROVING THE RECOMMENDATION OF CROWDERGULF JOINT
VENTURE, INC. AS THE CITY'S DISASTER RECOVERY SERVICE;
AUTHORIZING THE CITY MANAGER TO EXECUTE AND OTHERWISE ENTER
INTO THE ATTACHED AGREEMENT; AUTHORIZING THE CITY MANAGER
TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THE
RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Aventura, pursuant to applicable state law, has solicited
and reviewed proposals from firms to provide, professional services relative to Disaster
Recovery Services (RFP No. 21-04-20-3); and
WHEREAS, City staff has negotiated fees and scope of services with the selected
firm (CrowderGulf Joint Venture, Inc.) and recommends approval of the Agreement; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized on behalf of the City of Aventura
to execute and otherwise enter into that certain agreement between the City of Aventura
and CrowderGulf Joint Venture, Inc. for Disaster Recovery Services.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above, and to carry out the aims of this resolution.
Section 3. The Resolution shall become effective immediately upon its adoption.
The foregoing Resolution was offered by Vice Mayor Dr. Marks, who moved its
adoption. The motion was seconded by Commissioner Shelley, and upon being put to a
vote, the vote was as follows:
Commissioner Jonathan Evans Yes
Commissioner Rachel S. Friedland Yes
Commissioner Denise Landman Yes
Commissioner Marc Narotsky Yes
Commissioner Robert Shelley Yes
Vice Mayor Dr. Linda Marks Yes
Mayor Enid Weisman Yes
City of Aventura Resolution No. 2021-36
PASSED AND ADOPTED this 13t" day of July, 2021.
ENID WEISMAN, MAYOR
ATTEST:
ELLISA L. HORVAT , MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
ITY ATTORNEY
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DISASTER RECOVERY SERVICES AGREEMENT
BETWEEN
THE CITY OF AVENTURA
AND
CROWDERGULF,JOINT VENTURE, INC.
This Disaster Recovery Services Agreement ("Agreement") is made as of the 13' day of
July, 2021 ("Effective Date") by and between the City of Aventura, Florida, a Florida municipal
corporation ("City") and CrowderGulf. Joint Venture, Inc. ("Contractor"), (individually as a
"Party," or collectively as the "Parties").
WHEREAS, on March 18, 2021, the City issued a Request for Proposal for Disaster
Recovery Services RFP#21-04-20-3 ("RFP"), attached hereto as Exhibit "A," soliciting Disaster
Recovery Services ("Services"); and
WHEREAS, on or before April 20, 2021, Contractor submitted a response to the RFP
("Proposal"), attached hereto as Exhibit `B," and was subsequently deemed the top ranked
proposer; and
WHEREAS,the City desires to engage Contractor for the Services specified herein under
the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City
and Contractor hereby agree as follows:
1. EXHIBITS. The RFP, attached hereto as Exhibit "A," the Proposal, attached hereto as
Exhibit "B," and the Payment Schedule, which is attached hereto as Exhibit "C," are
incorporated herein and made a part of this Agreement. In the event there is a conflict
between any provisions in this document and any provision in any attached Exhibit, the
parties agree that the provisions of this document shall be controlling. In the event there is
a conflict between the Payment Schedule and the other Exhibits, the parties agree that the
Payment Schedule shall be controlling.
2. TERM:
a. The initial term of the Agreement is for three (3) years from the Effective Date of
this Agreement. This Agreement may be renewed at the City's option for two (2)
additional one year periods provided both the Contractor and the City agree and all
terms and conditions remain the same. If Contractor cannot renew at the same
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terms, conditions, and prices, Contractor must notify City on/before 90 days of
contract expiration date. Such renewals shall be evidenced by a written amendment
to this Agreement executed by both Parties. This Agreement and any amendment
shall be subject to fund availability and mutual written agreement between the City
and the Contractor.
b. Consideration of price increases at each renewal period will be given provided such
escalations are justified, reasonable and acceptable to the City. Any price increases
must be documented and approved by the City. It is also expected that de-escalation
of prices will be extended to the City if the market so reflects.
3. SCOPE OF SERVICES. During the term of this Agreement, Contractor shall provide
Disaster Recovery Services pursuant to the "Scope of Services" set forth in the RFP and
the Proposal, which are attached hereto as Exhibit "A" and Exhibit "B," which are
incorporated herein by reference. In performing the Scope of Services, Contractor shall
comply with all Federal Emergency Management Agency ("FEMA") requirements in
addition to any and all applicable Federal, State and local laws,regulations, statutes,rules,
and ordinances.
Public Assistance Program and Policy Guide. The Contractor is bound by and must comply
with the requirements of the FEMA Public Assistance Program and Policy Guide, which
is hereby incorporated by reference and available online at this link:
https://www.fema.gov/media-library/assets/documents/1 11781
4. COMPENSATION. In consideration of Contractor's satisfactory performance of the
Scope of Services on behalf of the City pursuant to this Agreement,the City shall pay the
Contractor pursuant to the Contractor's Payment Schedule, attached as Exhibit"C,"which
is attached hereto.
Contractor shall provide the City with an invoice on a monthly basis. For services
completed and performed,fees shall be paid in arrears each month,pursuant to Contractor's
invoice, which shall be based upon Services completed for each task invoiced. The City
shall pay the Contractor in accordance with the Florida Prompt Payment Act after approval
an acceptance of the Services by the City Manager or designee. No payments shall be due
or payable for Services not performed or materials not furnished. If there is a dispute with
regard to an invoice, the City may withhold payment until all requested supporting
materials are received from Contractor and the dispute is resolved.
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5. RELATIONSHIP OF THE PARTIES. During the term of this Agreement, the
relationship of the Parties shall be that of the client and independent contractor. The City
shall not control the means and methods used by Contractor in performing the Services.
Contractor shall perform the Services at the request of the City Manager or his designee.
Nothing set forth in this Agreement shall be construed to create the relationship of
employer and employee or principal and agent between the City and Contractor.
Contractor shall not act or attempt to act or represent itself, directly or indirectly or by
implication, as an employee of the City or in any manner assume or create, or attempt to
assume or create, any obligation on behalf of or in the name of the City. Accordingly,
Contractor shall not attain, nor be entitled to, any rights or benefits of the City, nor any
rights generally afforded City employees. Contractor further understands that Florida
Worker's Compensation benefits available to employees of the City are not available to
Contractor or to any employee or agent of Contractor. All employees and subcontractors
of Contractor shall be considered to be, at all times, the sole employees or contractors of
Contractor, under its sole direction and not an employee, contractor or agent of the City.
By signing this Agreement, Contractor accepts a fiduciary duty with the City and warrants
and represents to the City that Contractor:
a. Has all licenses and certifications required by applicable Law to perform the
Contractor's Services;
b. Is experienced in all aspects of the work required for projects similar to the Project;
c. Will act in the City's highest and best interest in performing the Contractor's
Services; and
d. Has executed a "Sworn Statement on Public Entity Crimes," asserting that no
employee or affiliate of Contractor, including all Subcontractors and Suppliers (if
any), at any tier, has been convicted of a public entity crime pursuant to Section
287.133, Florida Statutes, within the preceding thirty(36) months from the date of
execution of this Agreement. Contractor further acknowledges that any
misstatement or misrepresentation of fact, lack of compliance with the statute, or
subsequent conviction of a public entity crime shall result in this Agreement being
null and void and/or subject to immediate termination by the City. In the event of
such termination, the City shall not incur any liability for any work or materials
furnished by Contractor.
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The Contractor acknowledges and agrees that the City is relying on these representations
and covenants as a material inducement to enter into this Agreement.
6. CONTRACTOR WARRANTIES. Contractor represents and warrants that Contractor is
free to enter into the terms of this Agreement and that Contractor has no obligation to any
third party or otherwise that are inconsistent with any of its provisions. Contractor further
represents and warrants that Contractor: (i) has not and will not disclose to others any
confidential business information or trade secrets belonging to the City or to any third
party; (ii) will not and does not intend to use any confidential information or trade secrets
belonging to any third party in connection with the performance of Contractor's obligations
to the City hereunder; and (iii) has not and will not remove any books, papers, or records
belonging to the City or to any third party including,business plans, confidential customer
information, or confidential or proprietary information about any City or third party's
products or services. This Section 7 shall survive termination of this Agreement.
7. TERMINATION OF CONTRACT:
a. The City reserves the right to terminate this Agreement any time and for any reason
upon giving thirty(30) days' written notice to Contractor.
b. If said Agreement should be terminated for convenience as provided herein, the
City will be relieved of all obligations under this Agreement. The City will only be
required to pay that amount of the contract actually performed to the date of the
termination. Upon such payment, both parties shall be relieved of any further
obligations under this Agreement.
C. Default: In the event that the Contractor cannot adequately perform the Scope of
Services for any reason, the Contractor shall advise the City, as soon as possible,
and further advise as to the length of said inability. The City may then consider said
Contractor's inability to perform to be a breach of this Agreement, and may
undertake the necessary work through its own services or those of another
Contractor. The City shall have the right to deduct the cost incurred in having to
provide said services from the payments to be made to the Contractor under this
Agreement.
d. This Agreement may also be terminated by the City Manager, or designee upon
such notice as the City Manager, or designee deems appropriate under the
circumstances in the event the City Manager or designee determines that
termination is necessary to protect the public health, safety, or welfare.
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8. INSURANCE. Contractor shall furnish insurance certificates indicating satisfactory
insurance coverage at its sole cost and expense, maintain in full force and effect during the
term of the Agreement, policies of insurance of the type and in the minimum amounts
stated in Exhibit A, the RFP.
9. INDEMNIFICATION.
a. The parties agree that 1% of the total compensation paid to the Contractor for the
performance of this agreement shall represent the specific consideration for the
Contractor's indemnification of the City as set forth in this Section.
b. Contractor shall indemnify, defend and hold harmless the City Commission, the
City of Aventura and their agents and employees from and against all claims,
damages,losses and expenses,(including attorney's fees) arising out of or resulting
from the Contractor's performance of the work, provided that any such claim,
damage, loss or expense (a) is attributable to bodily injury, sickness, disease or
death, or to injury to or damage or destruction of property including the loss of
use resulting therefrom and(b)is caused in whole or in part by any breach or default
by Contractor or negligent act or omission of the Contractor, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable, regardless of whether or not it is caused in part by a
party indemnified hereunder. The provisions of this Indemnification section shall
survive the termination of this Agreement.
10. NON-SOLICITATION. Contractor warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Contractor, to
solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s),
company, corporation, individual, or firm, other than a bona fide employee working solely
for Contractor any fee,commission,percentage,gift,or any other consideration,contingent
upon or resulting from the award or making of this Agreement. For breach or violation of
this provision, the City shall have the right to terminate the Agreement without liability at
its discretion, to deduct from the Agreement Price, or otherwise recover the full amount of
such fee, commission, percentage, gift or consideration.
11. MISCELLANEOUS.
a. Notices. All notices hereunder shall be given in writing by registered or certified
mail, return receipt requested, postage prepaid, addressed to the Parties at the
following respective addresses, or at such other address as may be designated in
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writing by either Party to the other, and shall be deemed delivered for all purposes
hereunder upon deposit of same into the United States mail:
To City: City of Aventura
Attn: Ronald Wasson, City Manager
19200 West Country Club Drive
Aventura, FL 33180
With a Copy to: David M. Wolpin, Esq., City Attorney
Weiss Serota Helfman
Cole & Bierman, P.L.
200 E. Broward Blvd.
Suite 1900
Fort Lauderdale, FL 33301
To Contractor: CrowderGulf Joint Venture, Inc.
Attn: Ashley Ramsay-Naile
5629 Commerce Blvd E
Mobile, AL 36619
800-992-6207
jramsay@crowdergulf.com
b. Compliance with Laws. Contractor agrees to comply with all laws, ordinances,
rules, and regulations that are now or may become applicable to the Services
covered by this Agreement, regardless of the applicable jurisdiction. Contractor
shall make its services available to City residents without regard to race, color,
creed, religion, national origin, sexual orientation or sex, or as otherwise provided
by law.
C. Severability. The Parties to this Agreement expressly agree that it is not their
intention to violate any public policy, statutory or common law rules, regulations,
or decisions of any governmental or regulatory body. If any provision of this
Agreement is judicially or administratively interpreted or construed as being in
violation of any such policy, rule, regulation, or decision, the provision, sections,
sentence, word, clause, or combination thereof causing such violation will be
inoperative (and in lieu thereof there will be inserted such provision, section,
sentence,word, clause, or combination thereof as may be valid and consistent with
the intent of the Parties under this Agreement)and the remainder of this Agreement,
as amended, will remain binding upon the Parties, unless the inoperative provision
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would cause enforcement of the remainder of this Agreement to be inequitable
under the circumstances.
d. Successors and Assigns. This Agreement shall be binding upon the Parties and
their respective successors, heirs and assigns. However, the Parties agree that
nothing contained herein shall authorize the assignment of this Agreement or the
delegation of any duties hereunder by either Party, unless previously set out in this
Agreement, without the prior written consent of the other party.
e. Headings. The sections headings used in this Agreement are for reference and
convenience only and shall not enter into the interpretation hereof.
f. Survival of Terms. Termination or expiration of this Agreement for any reason
shall not release either Party from any liabilities or obligations set forth in this
Agreement which (a) the Parties have expressly agreed shall survive any such
termination, or (b) remain to be performed and by their nature would be intended
to be applicable following any such termination or expiration. Any liabilities which
have accrued prior to termination pursuant to the insurance and/or indemnification
obligations set forth below shall survive the termination of this Agreement.
g. Waiver. No delay or omission by either Party hereto, in the exercise of any right
or remedy hereunder, shall impair such right or remedy or be construed to be a
waiver thereof. Any waiver of any such right or remedy by any Party must be in
writing and signed by the Party against which such waiver is sought. A waiver by
either of the Parties hereto of any of the covenants to be performed by the other or
any breach thereof shall not be construed to be a waiver of any succeeding breach
thereof or any other covenant herein contained. All remedies provided for in this
Agreement shall be cumulative and in addition to and not in lieu of any other
remedies available to either Party at law, in equity or otherwise.
h. Force Maieure. Non-performance of Contractor or the City shall be excused to
the extent that performance is rendered impossible or delayed by strike, fire,
hurricane, flood, terrorism, governmental acts or orders or restrictions, or other
similar reason where failure to perform is beyond the control of and not caused by
the negligence of the non-performing Party ("Force Majeure"), provided that the
non-conforming Party gives prompt notice of such conditions to the other Party and
makes all reasonable efforts to perform.
i. Governing Laws. This Agreement shall be governed by, construed in accordance
with, the laws of the State of Florida. The venue for any dispute arising from this
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Agreement shall be the Circuit Court of Miami-Dade County, Florida. The Parties
voluntarily waive any right to trial by jury in the event of litigation between the
Parties, which in any way arises out of this Agreement or the Services.
j. Entire Agreement. This Agreement and the Exhibits hereto, constitute the entire
agreement of the Parties with respect to the subject matter hereof and supersedes
all previous written, and all previous or contemporaneous oral, negotiations,
understandings, arrangements, and agreements. In the event of conflict between
this Agreement and the Exhibits, the provisions of this Agreement shall control.
Unless expressly provided for otherwise in this Agreement,this Agreement may be
amended only by a written amendment signed by both Parties hereto.
k. Access to Records and Audit Clause. Contractor agrees to permit the City to
examine all records which are, in any way,related to the Services provided and this
Agreement, and grants to the City the right to audit any books, documents and
papers of Contractor that were generated during the course of the administration of
this Agreement. Contractor shall maintain the records, books, documents and
papers associated with this Agreement in accordance with the "Public Records
Act," and in accordance with the Florida Statutes. Upon the City's request,
Contractor shall provide the City with copies of all public records related to this
Agreement, at no cost to the City.
1. Nonexclusive. The services to be provided by Contractor pursuant to this
Agreement shall be nonexclusive and nothing herein shall preclude the City from
engaging other firms to perform the same or similar services for the benefit of the
City within the City's sole and absolute discretion.
12. CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW.
1. Contractor agrees to keep and maintain public records in Contractor's possession or control in
connection with Contractor's performance under this Agreement. Contractor additionally agrees
to comply specifically with the provisions of Section 119.0701, Florida Statutes. 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
Agreement, and following completion of the Agreement until the records are transferred to the
City.
2. Upon request from the City custodian of public records, 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.
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3. Unless otherwise provided by law, any and all records, including but not limited to reports,
surveys, and other data and documents provided or created exclusively in connection with this
Agreement are and shall remain the property of the City.
4. Upon completion of this Agreement or in the event of termination by either party, any and all
public records relating to the Agreement in the possession of the Contractor shall be delivered by
the Contractor to the City Manager, at no cost to the City, within seven (7) days. All such records
stored electronically by Contractor shall be delivered to the City in a format that is compatible
with the City's information technology systems. Once the public records have been delivered upon
completion or termination of this Agreement, the Contractor shall destroy any and all duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements.
5. Any compensation due to Contractor shall be withheld until all records are received as
provided herein.
6. Contractor's failure or refusal to comply with the provisions of this section shall result in the
immediate termination of this Agreement by the City.
Section 119.0701(2)(a), Florida Statutes
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 CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records: City Clerk's Office
Mailing address: 19200 W. Country Club Drive
Aventura, FL 33180
Telephone number: (305) 466-8901
Email: horvathe(acityofaventura.com
(This Space Left Intentionally Blank)
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IN WITNESS WHEREOF, Contractor has signed and delivered this Agreement, and the City
has caused this Agreement to be signed and delivered by its duly authorized officer or
representative, all as of the date first set forth above.
CITY OF AVENTURA, FLORIDA
By:
RonalU J. W n, City Manager
ATTEST:
Ellisa L. Horvath, M
City Clerk
(SEAL) i _ I
APPROVED AS TO FORM AND LEGALITY
FOR THE USE AND BENEFIT OF CITY
OF AVENTURA, FLORIDA, ONLY
I A A-7,;N "'-� -
DavjcFM. Wolpin, City Attorney
CONTRACTOR:
s
Ashley Ram ay-Naile, P sident
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