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HomeMy WebLinkAboutExhibit(Ct of Afianti .- NNIE PEREZ. CPPO DANIEL .1. ALFONSO Chi41' Procurement Officer City Mummer 0 of CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO SERVICES CONTRACT BETWEEN CITY OF MIAMI BEACH GOVERNMENT AND TRANSVALUE, INC. The City of Miami (City) is accessing the above mentioned agreement to procure armored car services for various City departments. That certain Contract titled "For Armored Car Services" between the City of Miami Beach Government and TransValue, Inc., made and entered effective as of February 24, 2014 is attached hereto and is incorporated by reference herein. This supplement to the Services Contract between the City of Miami Beach Government and TransValue, Inc. includes City of Miami legal requirements. The term of this Contract is as stated in Section 3.5 of the City of Miami Beach Government Invitation to Bid (ITB), which is from February 24, 2014 to February 24, 2017 with a three year renewal, extending the contract to February 24, 2020. The City of Miami Beach Services ITB is attached hereto as Exhibit A and made a part hereof. The effective date of access by the City of Miami is January 1, 2018. a) AM references to the City of Miami Beach Government shall be referenced as City of Miami (City) for the purpose of this contract. b) TransValue, Inc.' Responsibilities: A. TransValue, Inc. has agreed to furnish the services to the city as further described in City of Miami Beach Government contract number 2014-002-ITB- MF, as indicated in Exhibit A, Invitation to Bid as attached. B. TransValue, Inc. will provide the services to the City in an amount equal to the costs identified in the City of Miami Beach Government contract number 2014- 002-ITB-MF, Tabulated Results. C. TransValue, Inc., responsibilities will commence on the effective date of this agreement. c) Idemnification A. TransValue, Inc. shall indemnify and save harmless and defend the City, its agencies and instrumentalities such as its Community Redevelopment Agency, trustees, elected and appointed officials, agents, servants and employees from and against any claim, demand or cause of action (in this Section collectively referred to as the "'City") of whatsoever kind or nature arising out of error, omission, mistake, or negligent or careless act or failure to act of TransValue, Inc., its agents, servants or employees in the performance of its obligations pursuant to this Agreement, and/or of TransValue, Inc. failure to comply with any applicable federal, state , county or city law, rule or regulation applicable to TransValue, Inc.' responsibilities under this Agreement including without limitation Consumer , Debtor/ Creditor, Credit Reporting and/or Mortgage Laws, Rules or Regulations, and / or its performance of this Agreement . This indemnity, hold harmless and duty to defend is equally applicable to for all costs, losses and expenses, including but not limited to, damages to persons or property, judgments, reasonable attorney's fees, paralegal expenses, and court costs at both the administrative, regulatory , trial and appellate levels arising out of or in connection with the operations permitted under this Agreement. B. The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification by TransValue, Inc. and requires a specific consideration be given therefore. The parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by TransValue, Inc.. Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the TransValue, Inc.' responsibility to indemnify the City, will survive the cancellation or expiration of this Agreement, as applicable. TransValue, Inc. will indemnify, defend, and hold City, harmless for any negligent acts of TransValue, Inc. or for any violation of any intellectual property laws, intellectual property rights, contracts or, rules, regulations, or statutes. d) Audit and Inspection Rights And Retention of Records: TransValue, Inc. hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and TransValue, Inc. agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. TransValue, inc. failure or refusal to comply with the provisions of this section shall result in immediate termination of TransValue, Inc. by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, TransValue, Inc. must comply with the Florida Public Records Laws, specifically TransValue, Inc.: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by Iaw. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of TransValue, Inc. upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being incorporated by reference herein and additionally apply to this Agreement. e) Laws and Ordinances TransValue, Inc. shall be responsible to follow and observe all applicable laws, rules, regulations and ordinances of the City, County, State, Federal governments or other public agencies having jurisdiction over the subject matter of this Agreement relating to the activities, undertakings and operations being conducted pursuant to this Agreement. f) Equal Employment Opportunity g) In the performance of this Agreement, TransValue, Inc. shall not discriminate against any firm, employee or applicant for employment or any other firm or individual in providing services because of sex, age, race, color, religion, ancestry, disability, or national origin. Cancellation for Convenience 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 TransValue, Inc. at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to TransValue, Inc. compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to TransValue, Inc. 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. TransValue, Inc. 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. h) Mediation These parties may, at their discretion, agree in writing to resolve any dispute between them arising under this Agreement by submitting such dispute to non— binding mediation by a certified mediator in Miami -Dade County, Florida. The parties shall split the cost of the mediator. The decision of the mediator shall not be binding. i) 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 due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws, city programs or policies , or regulations, upon thirty (30) days written notice. j) 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 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 Tong 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. k) City Not Liable for Delays TransValue, Inc. hereby understands and agrees that in no event shall the City be liable for, or responsible to TransValue, Inc. or any subcontractor, 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. I) Use of Name TransValue, Inc. understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. TransValue, Inc. is allowed, within the limited 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. TransValue, Inc. 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. m) No Conflict of Interest Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, TransValue hereby certifies to the City that no individual member of Transvalue, Inc., no employee, and no subcontractors under this Agreement or any immediate family member of any of the same is also a member of any board, commission, or agency of the City. TransValue, Inc. hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. n) 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. o) Truth in Negotiations Certification, Representation and Warranty TransValue, Inc. 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 TransValue, Inc. under this Agreement are and will continue to be accurate, complete, and current. TransValue, Inc. 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 -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. p) Counterparts This Agreement may be executed in three or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. q) Pubtic 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 this chapter or as otherwise provided by law ; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City ; (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 contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided 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. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. D. 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) 416-1830, via email at publicrecords@miamigov.com, or regular mail at City of Miami, Office of the City Attorney, 444 SW 2nd Avenue, 9th Floor, Miami, FL 33130. E. All records stored electronically shall be provided to the City in a format that is compatible with the information technology systems of the City. r) Section C, titled "Ordering Instructions" of the Miami Beach Agreement is hereby amended as follows: All blanket purchase order shall be issued in accordance with the City of Miami Department of Procurement policies and procedures, at the prices indicated, exclusive of all Federal, State, and local taxes. All blanket purchase orders shall show the City of Miami Beach Contract Number 2014-002-ITB-MF and the City of Miami Resolution Number assigned. s) Section D, titled. "Contractor Performance" of the Miami Beach Agreement is hereby amended as follows: City of Miami departments shall report any failure of Contractor's performance (or failure to perform) according to the requirements of the Contract Documents to City of Miami, Director of the Department of Procurement, at 305-416-1910. t) Section E, titled "Insurance" of the Miami Beach Agreement is hereby deleted in its entirety and replaced with the following language: TransValue, Inc. shall provide and maintain in force at all times during the Agreement with the City, such insurance, including Workers' Compensation and Employer's Liability Insurance, Comprehensive General Liability Insurance, Automobile Liability Insurance and Errors and Omissions Insurance to assure the protection contained in the foregoing indemnification undertaken by TransValue, Inc.. A. Workers' Compensation subject to Statutory limits for the State of Florida with $100,000 Employers Liability. B. Commercial General Liability Insurance with limits of no Tess than $1,000,000.00 per occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury, including death, and property damage. The certificate of insurance shall insure exposures arising out of premises and operations, products and completed operations, personal injury and advertising liability, and include coverage for contingent and contractual exposures. This insurance shall be written on a primary and non-contributory wording, and shall list the City of Miami as an additional insured. C. Business Auto Liability protecting against bodily injury and property damage arising out of operation, maintenance or use of any auto, including owned, non - owned and hired automobiles exposures, with limits of not less than $1,000,000.00 per accident. The City shall appear listed as an additional insured on this coverage. D. Professional Liability/Errors and Omissions Insurance with limits of liability provided by such policy of no less than $1,000,000.00 per claim, $1,000,000 policy aggregate including retro date coverage. E. Commercial Crime/Cargo Theft/Bra/leers Insurance with limits of liability by such policy of no Tess than $1,000,000.00 per claim with the City of Miami as the loss payee. F. A Certificate of Insurance acceptable to the City shall be provided listing the above coverages and providing 30 days prior written notice to the City in the case of cancellation. The City shall be named as an additional insured on all liabilities, except professional liability and workers' compensation coverage. A copy of the certificate shall be mailed to the City's Risk Management Department at the time TransValue, Inc. executes this Agreement. u) Section F, titled "Assignment and Performance" of the Miami Beach Agreement is hereby deleted in its entirety and replaced with the following language: TransValue, Inc. was selected for these services due to their particular and unique experience in the subject matter of this Agreement which Agreement is not freely assignable or transferable. This Agreement shall not be assigned, sold, transferred, or otherwise sold, by TransValue, Inc., in whole or in part, and TransValue, Inc. shall not assign any part of its operations, without the prior written consent of the City Manager, which may be denied, withheld or conditioned, in the City's sole discretion through the City Manager. TransValue, Inc. shall have no recourse from the City Manager's refusal to approve this Assignment, other than to cancel the Agreement in the manner provided by subsection (f) above. v) Section G, titled "Service Excellence Standards" of the Miami Beach Agreement is hereby amended as follows: Excellent Customer Service is the standard of the City of Miami. As a Contractor of the City, Contractor will be required to conduct itself in a professional, courteous and ethical manner, and at all times adhere to the City's Service Excellence standards. w) Section I, titled "Independent Contractor" of the Miami Beach Agreement is hereby deleted in its entirety and replaced with the following Language: This Agreement does not create an employee/employer relationship between the parties. It is the express intent of the parties that TransValue, Inc. is an independent Contractor under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, any benefits under the City Pension Ordinances, and the State unemployment insurance law. TransValue, Inc. shall retain sole and absolute discretion in the judgment of the manner and means of carrying out TransValue, Inc.' activities and responsibilities hereunder. TransValue, Inc. agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it make its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship, joint venture partnership or other affiliated entity status between TransValue, Inc. and the City and the City will not be liable for any obligation incurred by TransValue, Inc., including but not limited to unpaid minimum wages and/or overtime premiums. In this regard the City is not responsible for any debts, defaults, acts or omissions of TransValue, Inc. or its officials, agents, servants and employees. x) Section J. titled "No Third -Party Beneficiary" of the Miami Beach Agreement is hereby deleted in its entirety and replaced with the following language: Y) No persons other than TransValue, Inc. and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. Section K, titled "Notices" of the Miami Beach Agreement is hereby deleted in its entirety and replaced with the following language: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery of by registered or certified US Mail, return receipt requested, address to the other party at the address indicated herein or to such other address as a party my 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 THE CITY: Daniel J. Alfonso City Manager 3500 Pan American Drive Miami, Florida 33133 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 TO TransValue, Inc.: TransValue, Inc. 7421 NW 7th Street Miami, FL 33126 Attn.: Jesus Rodriguez z) Section N, titled "Applicable Law, Venue, and Attorney Fees" of the Miami Beach Agreement is hereby deleted in its entirety and replaced with the following language: This Agreement with the City of Miami will be governed by and construed under the laws of the State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings between TransValue and the City will be in a court of competent jurisdiction located in Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees. aa)Section P, is hereby amended as follows: This Contract shall not be effective until all insurance(s) required under the Contract Documents have been submitted to, and approved by, the City's Risk Manager. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials Hereunto duly authorized. TransValue, Inc.: BY: DATE: Jesus Rodriguez / t 7 t7/L-e, 6'Q ATTEST: Corporate SecretaQi/Notary Public) ATTEST: CITY OF MIAMI, a municipal corporation: BY: DATE: Daniel J. Alfonso, City Manager Corporate Seal/Notary Seal rul'IMEN 'IRENE ALONSC MY COMMISSION # FF 35722 `:..1 EXPIRES: Marc eters 3cnded Thru Nsliary PuJi, Todd Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney