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HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Contractor This Professional Services Agreement ("Agreement") is entered into this day of , 2020 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Contractor, a corporation whose principal address is, hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, the City of Miami issued Request for Proposal (RFP) No. 985381 on September 16, 2019 (attached hereto, incorporated hereby, and made a part of as Exhibit A) to establish a Contract for Security Guard Services, ("Services" as more fully set forth in the scope of work "Scope", attached hereto as Exhibit B) for the City; and Contractor's proposal ("Proposal and Compensation", attached hereto, incorporated hereby, and made part of hereof as Exhibit C), the City's insurance requirements and the Contractor's Certificate of Insurance (attached hereto as Exhibit D), Corporate Resolutions (attached hereto as Exhibit E), in response thereto, has been selected as a qualified proposal for the provision of the Services. WHEREAS, the Evaluation/Selection Committee appointed by the City Manager determined that the Proposal submitted by the Contractor was responsive to the RFP requirements and recommended that the City Manager negotiate with the Contractor; and WHEREAS, the City wishes to engage the Services of the Contractor, and Contractor wishes to perform Services for the City; and 1 WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The City's RFP is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". Compensation to the Contractor as Exhibit "C". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "D". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA"); (2) Addenda/Addendum to the RFP, if any; (3) RFP; and (4) Contractor's response, dated October 31, 2019 acknowledging scope of services and pricing component of services and, response to the Request for Proposals. 2. TERM: The Agreement shall become effective on the date on the first page, and shall be for the duration of five (5) years with one (1) option to renew for an additional three (3) year period. The City Manager shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause pursuant to Section 13. K 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A" and "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: Contractor as its sole compensation for the Services provided, shall receive compensation as indicated in Exhibit "C", which by this reference is incorporated into and made a part of this Agreement. 9 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Contractor, its employees, or any sub - Contractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. 21 B. The City may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, 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 in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that 5 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 Contractor does not transfer the records to the City; (4) 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 Agreement, 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 Agreement, the Contractor shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so in accordance with the provisions of chapter 119, Florida Statutes, at its own expense and at no cost to 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 CUSTODIAN OF PUBLIC RECORDS AT (305) 416-18007 VIA EMAIL AT PUBLICRECORDS(c-MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE Co RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with sub -Contractors for any Services related to this Agreement this provision requiring sub -Contractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further; indemnify, save and hold harmless fey, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the services, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by 7 this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Contractor shall require all sub -Contractor agreements to include a provision that each sub -Contractor will indemnify the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub -Contractor under this Contract. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 11. DEFAULT: If Contractor fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation or ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the 9 total compensation set forth in Section 4 of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. This Section shall survive the cancellation or expiration of this Agreement. 14. INSURANCE: A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by 10 this reference. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -Contractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -Contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. III D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. IN 16. ASSIGNMENT: This Agreement shall not be assigned by Contractor, in whole or in part, and Contractor shall not assign any part of its operations, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONTRACTOR: 18. MISCELLANEOUS PROVISIONS: TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33128-1910 Victoria Mendez City Attorney 444 SW 2nd Avenue, 91h Floor Miami, FL 33128-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. 13 Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness, and executed in writing by the City and the Contractor. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 101 G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs or pre -judgment interest. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an Independent Contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any sub -Contractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any sub - Contractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require sub-Contractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or sub -Contractors' use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. 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. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination 15 due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice to the Contractor. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice in writing, within two (2) days of the Force Majeure Event, to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any sub -Contractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited we scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no sub -Contractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its sub -Contractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non - 17 current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 30. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. I'? IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name:dw'.oille ATTEST: Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria M6ndez City Attorney 2 "Contractor" L/tqC By: Print Name: Title: tom' (Authorized Corporate Officer) ii City" CITY OF MIAMI, a municipal corporation in Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director CORPORATE RESOLUTION (This Resolution atory tosign) WHER EAS, . a desires to enter into an agreement with the City of Miami for the purpose of performing the services described inthe contract 0zwhich this resolution ioattached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter hnaccordance with the bylaws ofthe corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City, and the President and the Secretary are hereby authorized and directed to execute the Agreement in the name of this Corporation and to execute any other document and perform any acts in connection therewith as may berequired toaccomplish its purpose. /NWITNESS WHEREOF, this -// day of 2020. An — (State) Corporation Print Name: t L- (Sign) �� w\ (Sign)( EXHIBIT A RFP 985381 Ult#fir Jaf �t�xMt ANNIE PEREZ, CPPO Procurement Director 'AT IIF �j ti far • I-'1IflJ6 � .ell 11 ADDENDUM NO. 3 DATE: October 24, 2019 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSALS (RFP) NO.: 985381 TITLE: SECURITY GUARD SERVICES CITYWIDE EMILIO T. GONZALEZ, PH.D. City Manager The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein, and reflect same on the documents you have on hand. This Addendum becomes a part of the subject solicitation. A. L - Section 2.11, Performance Bond is hereby deleted in its entirety and is replaced with the following: Within ten (10) working days following notice of award by the City, the Successful Proposer shall furnish to the City of Miami, a Performance Bond in the total amount of the annual Cost of the contract to the City based on the estimated hours used (to be determined at the time of award). The Performance Bond can be in the form of a Cashier's or Certified Check, a bond written by a surety company that is licensed to do business in the State of Florida; or an Irrevocable Letter of Credit, all made payable to the City of Miami. If the latter is chosen, it must be written by a bank located in Miami -Dade County, be in the amount of the annual contract and should clearly and expressly state that it cannot be revoked until express written approval has been given by the City of Miami. The City, to draw on same, would merely have to give written notice to the bank with a copy to the Successful Proposer. Section 2.13, Jessica Lunsford Act is hereby deleted in its entirety and is replaced with the following: In accordance with the requirements of Sections 435.04 and 435.05, Florida Statutes (2015) as well as with the requirements of HB 1877, The Jessica Lunsford Act (2005), effective September 1, 2005, as amended, and to the extent required by applicable law, Successful Proposer agrees that all of its Personnel who provide or may provide Services under this Contract have completed all background screening requirements as outlined in the above -referenced statutes. Successful Proposer agrees to bear any and all costs associated with acquiring the required background screenings. Successful Proposer agrees that it has an ongoing duty to maintain and update this list as new Personnel are hired and in the event that any previously screened employee fails to meet the statutory standards. Successful Proposer further agrees to notify the City within twenty-four (24) hours upon becoming aware that one of its Personnel, who was previously certified as completing the background check and meeting the statutory standards, is subsequently arrested or convicted of any disqualifying offense. Successful Proposer further covenants that any of its Personnel who provide or may provide Services under this Contract, shall also satisfy the requirements and conditions of the Lauren Book Child Safety Ordinance under Article XVII, Miami -Dade County Code of Ordinances, as amended, including background screening requirements. C. Section 2.22, Liquidated Damages, subsection 3. Special Violations is hereby deleted in its entirety and is replaced with the following: The graduation of Liquidated Damages will occur with the involvement of the same facility, Successful Proposer's Security Personnel and a pattern of the same incidents at multiple posts (i.e. repeated violations of the same type). Violations discovered subsequently to the infraction(s) occurrence shall be treated in the same manner (e.g. three infractions are discovered after the fact the first, second and third step damages would all apply or $3,000.). Any violations committed by Successful Proposer's Security Personnel may result in the suspension or removal from duty of said Security Personnel at the discretion of the Facility Administrator or designee. Special Violations that may result in the assessment of Liquidated Damages include, but are not limited to, the following; • Reassignment of any Security Personnel previously suspended or removed from duty by the City; • Assignment of Security Personnel not properly qualified or approved for duty; • Failure to notify the City of an arrest of Security Personnel or Principal within twenty-four (24) hours; • Improper internal employee fines or wage practices; • False or misleading statements by Security Personnel; • Deducting money from an employee's paycheck as a result of Liquidated Damages; • Failure to immediately report the display or discharge of a weapon; • Failure to staff a duty assignment (open post); and • Failure to make proper notifications regarding open duty assignments (open post). Infractions will be applied a follows: 1st infraction $500.00, 2nd infraction $1,000.00, 3rd infraction $1,500.00. Note: The Successful Proposer shall NOT pass along to its Security Personnel any liquidated damages assessed for infractions on any Contract issued as a result of this Solicitation. Such conduct constitutes a violation that shall result in additional Liquidated Damages to the Successful Proposer. Non-performance Actions Continuing patterns of contractual violations, or the commission of an especially egregious violation, may warrant the filing of a Successful Proposer Non -Performance Action by the City Facility Administrator or designee. In such circumstances, the Successful Proposer will receive copies of such actions, and will be given the opportunity to respond, in accordance failure to perform procedures. Upon documentation of Non -Performance Actions, the Facility Administrator or designee may take actions (beyond the imposition of Liquidated Damages) that may result in the termination of the Contract. 2 19 Section 2.32 Subcontractor(s) is hereby added: A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub - Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide a list confirming the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. E. The following are inquires received and the corresponding responses: Q1. Can the security guard firm use company issued cell phones instead of radios? Al. Please refer to Section 3.9, City Facilities, subsection C, Duties/Standard Operating Procedures, which provides detailed information regarding equipment that Security Personnel shall have in order to provide said services. Q2. What is the timeframe to report an arrest of a security personnel? A2. Refer to Sections B and C above. Q3. Is the on -duty supervisor reference in Section 2.20, considered a contract supervisor? A3. No, a contract supervisor would be an administrative person that can be reached for contractual issues, an on -duty supervisor would be a Watch Commander that can be reached at the Successful Proposer's office for daily operations. Q4. Can you provide the annual cost for the current security contract? A4. Approximately $1,809,163.48. Q5. What is the proposed budget for the security contract? AS. Budgets are approved once a year and each department who needs Security Personnel will determine how much will be needed based on the hourly rate, these services are requested on an as needed and may increase or decrease during the contract term. Q6. What are the current hourly rates City of Miami is paying for this service, by position? A6. • Level 1 Basic Classification $15.28 • Level 2 Intermediate Classification $15.28 • Level 3 Advanced Classification $19.67 Q7. Are fixed post officers relieved for meal and comfort breaks by another security officer or the supervisors? A7. Proposer shall address this in their proposal. Q8. Provide the most recent invoices submitted by the incumbents to City of Miami for these services? A8. Refer to the attached Exhibit A Previous Invoices. Q9. What is the anticipated start date for this contract? A9. The approximate anticipated date for commencement of the contract is March 2020. Q10. How many hours of training in total is required? Both pre -assignment and annual? And are these hours billable? A10. Refer to Section 3.5, Training, which delineates training requirements. Q11. Can the City clarify if there is one (1) radio required per site? A11. Please refer to the response to question number 1. Q12. Can the City clarify if there are three (3) Golf carts required and if they are billed separately? Al2. Refer to Section 3.9, City Facilities for the number of golf carts needed, and Section 2.25, Compensation Proposal for the billing of golf carts. Q13. Does City of Miami provide any of the training required? Are these hours billable? A13. Please refer to the response to question number 10. Q14. Section 1.28, DETERMINATION OF RESPONSIVENESS AND RESPONSIBILITY states "Each proposal will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation." Can the City provide a list of all forms that are required to be deemed responsive and if anything is added after the initial communication will the City provide that addition in an addendum? A14. Refer to Section 4, Submission Requirements. Q15. The Certifications section states, "Description: Proposers shall not enter a unit price on this line. Refer to Section 2.25, Compensation Proposal. Proposers shall submit their proposed prices on Attachment B, Compensation Proposal (located under the Header/Notes and Attachments section of this solicitation). Category: 99046-00 Unit of Measure: Dollar M Unit Price: $ Number of Units: 1 Total: $ " Can the City clarify if pricing needs to be submitted in both the Certifications section and the Attachment B, Compensation Proposal? Since the solicitation states "Proposers shall not enter a unit price on this line." Does that mean that the Unit Price and Number of Units lines should be left blank? All 5. The price field located in page 5 of the solicitation shall be left blank, all prices shall be submitted on Attachment B. Q16. Can the City provide Attachment B — Compensation Proposal or provide a link to the location of the form online? It is not provided in the RFP document. All 6. Attachment B, is hereby attached for reference, however it is recommended that the prospective proposer access all attachments via the Oracle System. All of the attachments can be located in the Header/Notes section of the solicitation and can be viewed by logging in at www.imiami.miamigov.com or following the instructions on www.miamigov.com/procurement. Q17. RFP Section 1.61, Performance/Payment Bond on page 26 states that a performance/ payment bond "may" be required. However, RFP Section 2.11, states that a performance bond only "shall' be required. Since this is a significant cost item can the City clarify if a Performance Bond will or will not be required? A17. Yes a performance bond is required per Section 2.11, Performance Bond. Per Section 1.30, Discrepancies, Errors, and Omissions, subsection a, Order of Precedence, Special Conditions Section supersedes General Terms and Conditions. Q18. Section 2.22, Liquidated Damages indicates an extensive list of potential liquidated damages including: Security Personnel Violations, Administrative Violations, Special Violations and Non-performance Actions. Can the City provide a summary of these violations? Al 8. Refer to Section C above. Q19. Can the City provide a list of punitive actions that have been taken in 2018 and 2019? A19. The current Contract does not have a liquidated damages clause. Q20. Section 3.6, Uniforms, Maintenance and Equipment states that, "Proposer shall supply at no additional cost. Uniforms shall include tightened ties, shined black shoes, buttoned cuffs (if long sleeve shirt), cap with badge, whistle or a chain, writing implements, flashlight, night stick and other optional equipment as may be required." Is the successful proposer required to provide these at no cost to the security officer or can the cost of these costs be passed through to the security officer (which effectively lowers their wage)? A20. Proposers shall state what their policies are with respect to uniforms in their proposal, and shall state if they will charge their employees or if the costs of uniforms are part of their overhead. Q21. Section 3.10, Special Assignments states the following: "Security Personnel services may also be requested occasion for special events sponsored by the City at these or other facilities. Notification of any non-scheduled work assignments of this nature shall be made by the appropriate Department representative to the Successful Proposer at least forty- eight (48) hours prior to commencement of such assignments. These assignments and the number of Security Personnel required for service at each such site shall be determined and scheduled by the City. Additionally, Security Personnel services may also be required for escort of a City employee to the City's treasury or to a bank, as designated by the City." Can the City provide the annual number of hours of service requested for Special Assignments in 2018 and 2019 (to date)? A21. Approximately 2,700 hours. Q22. Section 3.11, Compensation states: "Hourly compensation rates shall remain constant and, as such, higher hourly rates shall not be charged for weekend days, holidays, and special details. Proposers shall be aware that personnel requirements are subject to change based on the needs of the City and that no guarantees shall be made as to the number of hours afforded regardless of the number of personnel utilized by the City -- the hourly rate shall remain unchanged." Can the City provide a list of locations and shifts that require service during the holidays? A22. Refer to Section 3.9, City Facilities which provides a list of all of the locations and work schedules under subsection E, which provides a list of all the locations and work schedules. Q23. Section 4, Proposer Information, Item 7, requests that proposers "Provide a complete list of the Security Supervisor(s) used in the referenced Contract(s) as well as the Security Supervisor(s) that will be utilized for the City, along with resumes, and qualifications of these individuals." Since the incumbent provider will be the only bid participant to currently have Security Supervisors in place this represents a distinct competitive advantage to the incumbent since they already have resumes and qualifications for these individuals. Are other proposers required to assume the expense of recruiting the staff for each of these positions in advance of an award in order to comply with this requirement? A23. Prospective Proposers may use the qualified personnel they already have on staff to satisfy this requirement. Q24. Who is the Evaluation Committee composed of? A24. Refer to Section 2.27, Evaluation/Selection Process and Contract Award subsection (5) for details. Q25. Clarify the maximum contract term. RFP Section 2.4(1) on page 40 states a maximum term of eight (8) years. However, Professional Services Agreement Section 2, states a maximum term of ten (10) years. A25. Refer to Addendum No. 1, letter G. Q26. RFP Section 1.37, Firm Prices states that prices shall be firm throughout the duration of the contract. Will the City permit rate increases to account for increases mandated by the City of Miami Living Wage Ordinance and other statutory minimum wage legislation? A26. Yes, refer to Addendum No. 1, letter B. 1361 Q27. Does the City expect for the quoted pricing to be maintained for the duration of the entire contract term, including the renewal term? A27. Final prices will be negotiated by the City. Such negotiated prices will be for the term, renewals and extensions thereof. Q28. Our company stands behind our security services and regularly accepts the obligation to indemnify and defend clients for the comparative portion of any losses, costs or damages that are caused by the negligent acts or omissions of our personnel in the performance of security services under client agreements. Our insurers will conduct a robust defense of any such claims. Will the City revise the provisions cited below as follows to reflect that standard? RFP Section 1.42 on page 22: o On lines 6-7, replace the phrase "resulting from the permitted work" with the phrase "to the extent caused by the Contractor's negligence in performance of the permitted work". o On line 15, delete the phrase "or to provide for such defense, at City's option." RFP Section 2.14 on page 43:f o On lines 7-8, replace the phrase "resulting from the permitted work" with the phrase "to the extent caused by the Contractor's negligence in performance of the permitted work". o On lines 16-17, delete the phrase "or to provide for such defense, at City's option." Professional Services Agreement Section 10 on pages 7-8: o On lines 8-9, replace the phrase "resulting from the permitted work" with the phrase "to the extent caused by the Contractor's negligence in performance of the permitted work". o On line 18, delete the phrase "or to provide for such defense, at City's option." Our company's standard business terms also include a disclaimer of consequential damages. Will the City revise RFP Section 1.42 Indemnification on page 22; RFP Section 2.14 Insurance Requirements on page 43; and Professional Services Agreement Section 10 Indemnification on pages 7-8 to add the following provision to the end of each section? • "Anything to the contrary notwithstanding under no circumstances will Contractor be liable to any indemnified party for consequential, incidental, indirect or punitive damages, or for lost profits." A28. The City is willing to negotiate certain terms and conditions during the negotiations phase, and incorporate into the Professional Services Agreement, however the proposal package shall list all exceptions in order to be considered. Sections 1 and 2 of the RFP will not be changed because the PSA will take precedence over the RFP. As stated in the Certification Statement attached herein as Exhibit B, the Term, Audit and Inspection Rights and Records Retention, Public Records, Compliance with Federal, State and Local Laws, Termination; Obligations Upon Termination, Nondiscrimination, City Not Liable for Delays, No Conflict of Interest and Contingency Clause are non-negotiable. Q29. Is a pre-employment polygraph required for all Security Personnel assigned to this contract? A29. Refer to Section 3.2, General Requirements, subsection B, Personnel Qualifications, Note Section. 7 Q30. Will the City clarify the parameters around the "most favored nations" provision in RFP Section 1.51, on page 24 by adding the following as the last sentence? • "As used herein, a "similarly situated local government" shall refer to a local government in the same regional market, requiring the same or substantially similar officer qualifications, service and training, in like or smaller quantities, over a substantially comparable time period and under the same or substantially similar terms and conditions." A30. Please refer to the response to question number 28. Q31. RFP Section 1.66, Prompt Payment on page 28 instructs proposers to "provide their prompt payment terms in the space provided on the Formal Solicitation". Please direct us to the location of that space in the solicitation. A31. Prompt Payment Terms pursuant to Section 1.66, is hereby added to the Certifications page. Q32. Our company routinely adds clients as additional insured on our insurance policies, so long as our obligations are aligned with our indemnification obligations and limited to the specified insurance limits we have agreed to provide. Will the City revise the sections cited below as follows to reflect that standard? • RFP Section 2.14, Insurance Requirements on page 46 and Professional Services Agreement Exhibit D: o Insert the following as the last sentence: "Anything to the contrary notwithstanding, the rights of the City of Miami as an additional insured as described herein shall apply to the extent of the Contractor's indemnification obligations and up to the required insurance coverage amount." • Professional Services Agreement Section 14.A: o On line 4, insert the phrase "to the extent of the Contractor's indemnification obligations and up to the required insurance coverage amount" after the reference to "additional insured." A32. Please refer to the response to question number 28. Q33. Will the City revise RFP Section 2.31, Termination on pages 54-55 and Professional Services Agreement Section 13.A, on page 10 to give the Contractor the reciprocal right to terminate for convenience on 120 days' prior written notice? A33. No, this clause is non-negotiable. Q34. a. The background adjudication standards in RFP Section 3.2. General Requirements, subsection B .10 on page 58. We assume those standards are intended to comply with Title VII of the Federal Civil Rights Act of 1964 which prohibits employment discrimination. In interpreting Title VII, EEOC Enforcement Guidance 915.002 (4/25112) prohibits blanket exclusions based on a class of crime or type of military discharge. The Guidance requires assessment of the facts and circumstances of a conviction or military discharge to determine whether it truly renders a person unsuitable for the position for which he or she is intended. Will the City revise the cited section as follows to achieve compliance with applicable law? • Replace line 1 with the following: o "Security Personnel may be ineligible for assignment under this Contract if they are currently or have been previously been involved in:" • Insert the following at the end of the section: "Contractor's determination regarding the suitability of any person described above for assignment at a Contract location shall be based on guidance provided by the U.S. Equal Employment Opportunity Commission regarding the use of criminal conviction and military discharge history in employment decisions which requires a weighing of (i) the nature and gravity of the offense or discharge; (ii) the time that has passed since the offense or discharge, or the employee's completion of any sentence given as a result of the offense; and (iii) the nature of the job held or sought." b. We note the specification addressing the City's right to require Security Personnel to undergo a polygraph in RFP Section 3.2.13 "Note" on page 58: The Federal Employee Polygraph Protection Act ("EPPA") generally prohibits the use of polygraph tests in the employment context. However, there are certain exemptions for uniformed security personnel. Please identify the specific exemption the City believes applies to the employees assigned to this account. c. To the extent that City is relying on the exemption for facilities having a significant impact on health or safety set forth in 29 U.S.C. § 2006(e)(1)(A), please provide a letter from an authorized public official for the City of Miami stating that the location a at issue are facilities against which acts of sabotage, espionage, terrorism, or other hostile, destructive, or illegal acts could significantly impact on the general public's safety or health. d. Under the EPPA, prospective employees cannot be denied employment based solely on the results of a polygraph examination or a refusal to take the examination. See 29 U.S.C. § 2007(a)(2). Rather, the employer must have additional grounds for excluding the individual in question. How does the City intend to use the results of the polygraph examinations? e. The EPPA prohibits the asking of questions that are designed to degrade or needlessly intrude on the examinee. See 29 U.S.C. § 2007(b)(1)(B). The EPPA also explicitly prohibits asking questions about "any matter relating to sexual behavior." See 29 U.S.C. § 2007(b)(1)(C)(iv). Please explain why the City believes questions about "child abuse and/or molestation" are permissible A34. The City has disclosed that a polygraph may be required. If and when said polygraph is required of the Successful Proposer, upon request and at the City's sole discretion, the City shall reply accordingly to these inquiries abiding by all applicable Federal and State laws, rules, and regulations. Q35. Is Section 1.49, Manufacturer's Certification applicable to this solicitation? A35. Section 1.49, Manufacturer's Certification only applies for the procurement of goods, this solicitation does not require goods, therefore, Section 1.49 does not apply. Q36. Are marine radios billable? A36. No. Please refer to Section 3.9, City Facilities, subsection C. Duties/Standard Operating Procedures, which clearly delineates that Security Personnel will be provided with a marine VHF radio by the Marina. Q37. Clarify if the Proposer must have a "Supervisor" on duty for all hours when there are active security officer shifts (E.3 Supervisor Duties pg. 63)? A37. Yes, it is required for the Proposer to provide an off-site or on-site supervisor depending on the location. Most locations will use an off-site supervisor, which the Security Personnel, or the Facility Manager can reach via phone. The MRC location will have an 9 on-site Supervisor (level 3 Security Personnel) due to the number of Security Personnel in that facility. Q38. Is the current security staff part of any labor union? If so, provide a copy of their collective bargaining agreement ("CBA")? A38. No, there is no CBA available as it pertains to the current contract. Q39. Will the City award the contract to more than one (1) proposer? A39. It is the City's intention to award the contract to only one (1) Proposer. Q40. Provide a copy of the pre-bid sign in sheet? A40. Please refer to Addendum No. 1. Q41. Page 41 states Proposer must have a class "BB" Security Agency Branch License. This is a branch office license requirement. Confirm this isn't a requirement if you do not have a branch office. A41. No, a class "BB" Security Agency Branch License is only required if applicable. Section 2.7, Minimum Qualifications Requirements subsection B, states "Shall be licensed in accordance with the requirements of Florida Statute Chapter 493.6301 and must submit proof of the requisite licensure. Proposer shall submit copies of all applicable licenses including, but not limited to, Class "B" Security Agency, Class "BB" Security Branch Office, Class "D", Class "G" for proposed Security Personnel, and Class "MB". All licenses required shall be maintained throughout the duration of a resulting contract." Q42. In reference to adjustments made to billing rate due to increase in the living wage, will the City also taken into account the payroll burden that's associated with the pay rate? A42. Please refer to the response to question number 26. Q43. Is any subcontracting permitted in this contract? A43. Yes, Refer to Section D above. Q44. Confirm how many hours the City has paid the incumbent in the last fiscal year for each level of security. (Level 1, Level 2, Level 3)? A44. Approximately 97,807 hours for level 1; 1,977 hours for level 2; and 1,978 hours for level 3. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie P6rez, CPPD, Dirktor of Procurement City of iami Procurement Department /10 AP:ef c. Fernando Casamayor, Assistant City Manager/Chief of Operations Sandra Bridgeman, CPA, Assistant City Manager/Chief Financial Officer Nzeribe Ihekwaba, Ph.D., P.E. Assistant City Manager/Chief of Infrastructure Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: 11 DATE: fit" of ANNIE PEREZ, CPPO Procurement Director G4t� rrr d, on r ADDENDUM NO. 2 DATE: October 15, 2019 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSALS (RFP) NO. 985381 TITLE: SECURITY GUARD SERVICES CITYWIDE EMILIO T. GONZALEZ, PH.D. City Manager The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein, and reflect same on the documents you have on hand. This Addendum becomes a part of the subject solicitation. The deadline for submission of proposals has been changed to Monday, November 4, 2019 at 3:00 PM. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. /1 �7 An ie P rez, CPPD, Director of Procurement Cit of Miami Procurement Department AP:ef Fernando Casamayor, Assistant City Manager/Chief of Operations Sandra Bridgeman, CPA, Assistant City Manager/Chief Financial Officer Nzeribe Ihekwaba, Ph.D., P.E. Assistant City Manager/Chief of Infrastructure Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: 6*J[e]►IA'l1 [01:1;4 DATE: �i M ANNIE PEREZ, CPPO Procurement Director ADDENDUM NO. 1 DATE: September 25, 2019 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSALS (RFP) NO.: 985381 TITLE: SECURITY GUARD SERVICES CITYWIDE EMILIO T. GONZALEZ, PH.D. City Manager The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein, and reflect same on the documents you have on hand. This Addendum becomes a part of the subject solicitation. A. Please find attached the attendance sheet for the Pre -Proposal Conference held Monday, September 23, 2019 at 10:00 AM at the Miami Riverside Center. B. Section 2.9 Living wage has been deleted in its entirety and is hereby replaced with the following: The City of Miami adopted a Living Wage Ordinance for City Service Contracts with a total contract value exceeding $100,000 annually, and that have been competitively solicited and awarded on, or after January 1, 2017 by the City. "Service Contract" means a contract to provide services to the City, excluding, however, professional services as defined by the "Consultants Competitive Negotiation Act" set forth in F.S. § 287.055, and Section 18-87 of the City Code, and/or the other exclusions provided by Section 18-557 of the City Code. Section 18-557 is attached the Header / Notes and Attachments Section of this RFP.) If a solicitation requires services, effective on January 1, 2017, contractors must pay to all its employees, who provide services, a living wage of no less than $15.00 per hour without health benefits; or a wage of no less than $13.19 an hour, with health benefits. Living wage means a wage that is as defined in section 18-557 of this Code. The living wage may be adjusted once annually by an amount equivalent to the cost of living adjustment for Miami -Dade County as published by the United States Department of Labor, Bureau of Labor Statistics. Language so stating will be included in all request for proposals, or other competitive solicitation documents, issued by the city for the procurement of services (unless the living wage provisions are excluded as provided in section 18-557 herein). Should an adjustment be made to the Living wage, it will automatically be applied proportionately to the Successful Proposer's Price Schedule as of the effective date, and the new rate would take effect for employees. This language is only a summary of the key provisions of the City of Miami Living Wage Ordinance. Please review Attachment A, attached hereto, for a complete and thorough description of the City of Miami Living Wage Ordinance, C. Section 2.10 Bid/Security Bond has been deleted in its entirety and is hereby replaced with the following: To ensure faithful performance; at the time of proposal submittal, the Proposer shall provide to the City a Bid Bond in the sum of five thousand dollars ($5,000,00) payable to the City of Miami, Upon execution of an Agreement, and receipt of the Performance Bond as outlined below, the Bid Bonds will be returned to all Proposers. D. Section 2.11 Performance Bond has been deleted in its entirety and is hereby replaced with the following: Within ten (10) working days following notice of award by the City, the Successful Proposer shall furnish to the City of Miami, a Performance Bond in the total amount of the annual Cost to the City for the period of the contract (to be determined at the time of award). The Performance Bond can be in the form of a Cashier's or Certified Check, a bond written by a surety company that is licensed to do business in the State of Florida; or an Irrevocable Letter of Credit, all made payable to the City of Miami. If the latter is chosen, it must be written by a bank located in Miami -Dade County, be in the amount of the annual contract and should clearly and expressly state that it cannot be revoked until express written approval has been given by the City of Miami. The City, to draw on same, would merely have to give written notice to the bank with a copy to the Successful Proposer. E. Section 2.14 Insurance Requirements first paragraph has been deleted in its entirety and is hereby replaced with the following: Successful Proposer shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Successful Proposer and persons employed or utilized by Successful Proposer in the performance of this Contract. Successful Proposer shall further indemnify, save and hold harmless, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the services, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Successful Proposer shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Successful Proposer expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Successful Proposer shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. 2 F. Section 3.10 Special Assignments first paragraph has been deleted in its entirety and is hereby replaced with the following: Security Personnel services may also be requested on occasion for special events sponsored by the City the above referenced locations or other facilities. Notification of any non-scheduled work assignments of this nature shall be made by the appropriate Department representative to the Successful Proposer at least forty-eight (48) hours prior to commencement of such assignments. G. Attachment C titled "Draft PSA RFP 985381" has been revised to include minor language revisions in Section 2, and Section 10, added words have been underlined and deleted words have been stricken, and has been attached to the Header/Attachment Section in the Oracle iSupplier System. H. The following are inquires received and the corresponding responses: Q1. Can the City of Miami ("City") clarify on the Exceptions stated in page 2 of the solicitation in the Certification Section, General Condition Section 1.35, and Section 4, Subsection 5 item 4 on page 90. Will a Proposer be able to provide exceptions or will the response be considered non-responsive? Al. Yes, Proposer(s) can take exemption(s) as prescribed in Section 4, Subsection 5, item number 4. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. A � _41 "ni Perez, CPP -0, Director of Procurement City Of Miami Procurement Department AP:ef c. Fernando Casamayor, Assistant City Manager/Chief of Operations Sandra Bridgeman, CPA, Assistant City Manager/Chief Financial Officer Nzeribe Ihekwaba, Ph.D., P.E. Assistant City Manager/Chief of Infrastructure Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: DATE: