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25431
AGREEMENT INFORMATION AGREEMENT NUMBER 25431 NAME/TYPE OF AGREEMENT CSA SERVICE SOLUTIONS, LLC DESCRIPTION ACCEPTANCE OF ASSIGNMENT & ASSUMPTION OF AGREEMENT/MAINTENANCE & REPAIR SERVICES OF FERNO & STRYKER EMERGENCY AMBULANCE COTS/FILE ID: 4351/R-18-0327/MATTER I D : 23-1056 EFFECTIVE DATE February 11, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/11/2025 DATE RECEIVED FROM ISSUING DEPT. 2/11/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: CSA Service Solutions, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT Ambulance Cots from Erla to CSA, Sole Source 17-18-045 COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR/CHIEF PROCUREMENT OFFICER January 22, 2025 Annie Perez, CPPO I 11:48:2 (437.-, y: SIGNATURE: :4 '1C'” aa5 F 8/8t A'�FA RISK MANAGEMENT January 22, 2025,nP-1 rY513,r ST �ow519netl by: SIGNATURE: Eras.♦` GowtAy CITY ATTORNEY Matter 23-1056 February 10, �z � ono ae sari_. 20Z'/•yamPTTIII A1 �oco519netl by Guerv, 4 wtisow) III ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER February 10, 8 L88248I1.. Larry Sppringq CPA " L ` z025 I 13:d�:18 EST �Oocu5lgnetl by: SIGNATURE: (,Awl srvi4 �9zbtlz,L544 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: DEPUTY CITY MANAGER February 10, 2ciitaphT3G9.I0Wayilliams u5i9netl by. SIGNATURE: Na-d-eal""k-Wit.'" CITY MANAGER February 11, Arthur Noriega V 2025 107:41:09 EST Oocu519netl by: SIGNATURE: Qom. Novice, CITYCLERK February 11, 20126dcl HIFuM9rt23 EST —ooctls^etlby. SIGNATURE: .___,—„,- PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Eduardo Falcon Contact Person Procurement Contracting Manager Title 1 /21 /2025 Date: Procurement Requesting Client (305) 416-1901 Telephone Legal Service Requested: Matter 23-1056: ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT Ambulance Cots from Erla to CSA, Sole Source 17-18-045 Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: Issue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 0 City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/RFQ 0 IFB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. WHAT IS THE SCOPE OF SERVICES? Sole Source 17-18-045 Ambulance Cots, as authorized by Reso 18-0327 from Erla to CSA 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Fire 5. IS THE AWARDEE INCUMBENT? Yes 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Same 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? October 22, 2027 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $365,000.00 since October 2018 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Only one vendor ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Acceptance of Assignment and Assumption of Agreement ("Acceptance of Assignment") is entered into February 11th , 2025, between the City of Miami ("City"), a municipal corporation of the State of Florida and CSA Service Solutions, LLC ("CSA"), whose principal address is 270 Davids Drive Wilmington OH 45177, a Delaware Limited Liability Company ("Provider/ Assignee"). RECITALS WHEREAS, pursuant to Resolution No. 18-0327, adopted on July 28, 2018, the City approved Agreement No. 17-18-045 for the provision of Maintenance and Repair Services of Ferno and Stryker Emergency Ambulance Cots for the Department of Fire -Rescue ("Agreement"); and WHEREAS, Erla, Inc. d/b/a Equipment Management Service and Repair Florida ("EMSAR"), an Ohio Profit Corporation ("Erla") entered into a bill of sale concerning an Asset Purchase Agreement ("Asset Purchase") with CSA; and WHEREAS, CSA hereby accepts the foregoing Assignment of the Asset Purchase Agreement and assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Asset Purchase as to the Assets of the Business; and WHEREAS, The original Agreement, was entered by and between the City and Erla dba EMSAR, and now the City has a need to document this change; and NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS, CONDITIONS, PROMISES, COVENANTS AND OTHER GOOD AND VALUABLE CONSIDERATION OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance of Assignment. 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Assignment of the Agreement between the City and CSA for the for the provision of Maintenance and Repair Services of Ferno and Stryker Emergency Ambulance Cots for the Department of Fire -Rescue in accordance with Agreement Number 17-18-045, contingent upon: (1) CSA's compliance with all requirements set forth in the Agreement, or amendments, if applicable; (2) Documentation of execution of the Asset Purchase by CSA for the purchase of Erla, the obligations of the Agreement, submitted in a form acceptable to the City Attorney, and Director of Procurement, which is attached hereto and incorporated by reference as Exhibit A; and (3) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Provider/ Assignee accepts all terms set forth and affirms their authority as an authorized signatory who can and is binding the Provider/ Assignee to these terms. 3. CSA'S ACCEPTANCE: By execution of this Acceptance of Assignment, CSA agrees to the terms, conditions and provisions contained in the Agreement and contained herein. 4. NOTICES: All notices or other communications required under this Acceptance of Assignment 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 Company Name Ryan Griffin, CFO CSA Service Solutions, LLC 270 Davids Drive Wilmington, OH 45177 To the City Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: George K. Wysong III, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Robert Hevia, DNP, MBA Chief of Fire Rescue 1151 NW 7th Street 3rd Floor Miami, FL 33136 Annie Perez, CPPO, Director of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 5. E-VERIFY EMPLOYMENT VERIFICATION: CSA shall E-Verify the employment status of all employees and subcontractors to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by any CSA of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If CSA knowingly employs unauthorized aliens, such violation shall be cause for termination of the Contract. Furthermore, the CSA agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e- verify.uscis.gov/emp , to verify the employment eligibility of all employees during the term of this Contract. CSA shall also include a requirement in subcontracts that the subcontractor shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subcontractor during the term of this Contract. 2 6. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: CSA shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CSA shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by City, including Titles I and 11 of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CSA shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. CSA affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the Formal Solicitation. Furthermore, CSA affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, CSA shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 7. ANTITRUST VIOLATORS VENDORS LIST: Pursuant to Section 287.137, Florida Statutes, a person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. 8. ANTI -HUMAN TRAFFICKING: The Provider/ Assignee confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Provider/ Assignee shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Provider/ Assignee fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Provider/ Assignee for any additional compensation or for any consequential or incidental damages. 9. COUNTERPARTS, ELECTRONIC SIGNATURES: This Acceptance of Assignment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Acceptance of Assignment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Acceptance of Assignment (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Acceptance of Assignment upon request. 3 10. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 4 IN WITNESS WHEREOF, the Parties have executed this Acceptance of Assignment, or have caused the same to be executed, as of the date and year first above written. "CSA" CSA a Delaware Limited Liability Company ATTEST: Dave Elap-io By. , rave Elario (Nov18, 2024 10:19 EST Name: Dave Elario Name: Ryan Griffin Title: CEO Title: CFO ATTEST: By: ,--DocuSignetl by: "City" CITY OF MIAMI, Signed by: a Florida municipal corporation By: ArgturNoNet Todd B. Hannon \ Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: os REQUIREMENTS: DocuSignetl by'. By: r 4 wise III tla06eorge K. Wysong III 23-1056 City Attorney By: DocuSignetl by: S.-27395C1919 ,4L/ Anne Marie Sharpe, Director Risk Management 5 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, CSA Service Solutions, dba EMSAR a LLC (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of Directors (same as identified above) that this company is authorized to enter into the Agreement with the City, and the CFO (company officer title) and the CEO (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 13th day of November 2024. CSA Service Solutions, dba EMSAR ("Provider") An Delewar (State) Company By: (See Attached Omnibus Consent)(sign) Print Name: Board of Directors TITLE: Board of Directors (sign) Print Name: 6 CONTRACT ADDENDUM Final Audit Report 2024-11-18 Created: 2024-11-18 By: Ryan Griffin (ryan.griffin@emsar.com) Status: Signed Transaction ID: CBJCHBCAABAA6NfV6urP4U_XLN5eoDVRHj9mDyDsLY73 "CONTRACT ADDENDUM" History Document created by Ryan Griffin (ryan.griffin@emsar.com) 2024-11-18 - 6:34:11 PM GMT Document emailed to Dave Elario (dave.elario@emsar.com) for signature 2024-11-18 - 6:34:15 PM GMT Email viewed by Dave Elario (dave.elario@emsar.com) 2024-11-18 - 10:18:51 PM GMT Document e-signed by Dave Elario (dave.elario@emsar.com) Signature Date: 2024-11-18 - 10:19:10 PM GMT - Time Source: server Agreement completed. 2024-11-18 - 10:19:10 PM GMT el Adobe Acrobat Sign ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non-govemmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: CSA Service Solutions, LLC dba EMSAR Name: Ryan Griffin Officer Title: CFO Signature of Officer: Office Address: 270 Davids Dr. Wilmington, OH 45177 Email Address: ryan.griffin@emsar.com FEIN No. / - / / / / / / 81-4201496 STATE OF FLORIDA COUNTY OF MIAMI-DADE Main Phone Number: 216-972-1811 The foregoing instrument was sworn to and subscribed before me by means of O physical presence or O online notarization, this day of by , as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) My Commission Expires: Signature of Person Taking Oath (Printed, Typed, or Stamped Name of Notary Public) EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: 2024 v The 2024 Florida Statutes Go Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e)1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us JOINT OMNIBUS WRITTEN CONSENT OF THE SOLE STOCKHOLDER AND THE BOARD OF DIRECTORS OF NORTH AMERICAN CUSTOMER SERVICE ASSOCIATES HOLDINGS INC. AND THE BOARD OF MANAGERS AND THE INVESTOR MEMBER OF EMSAR PARENT LLC AND THE SOLE MEMBERS OF EMSAR INTERMEDIATE LLC, EMSAR ACQUISITION LLC, CSA SERVICE SOLUTIONS, LLC, AND CSA FRANCHISING, LLC September 18, 2023 The undersigned, being (i) the sole stockholder (the "Sole Stockholder") of NORTH AMERICAN CUSTOMER SERVICE ASSOCIATES HOLDINGS INC., a Delaware corporation ("NACSAH"), (ii) the board of directors of NACSAH (the "NACSAH Board"), (iii) the board of managers (the "Board of Managers" and together with the NACSAH Board, the "Board") of EMSAR PARENT LLC, a Delaware limited liability company ("EMSAR Parent"), (iv) the Investor Member (as defined in the Limited Liability Company Agreement of EMSAR Parent LLC, dated March 30, 2021, as amended (the "LLC Agreement")) of EMSAR Parent, and (v) the sole member (collectively, the "Sole Members") of each of EMSAR INTERMEDIATE LLC, a Delaware limited liability company ("EMSAR Intermediate"), EMSAR ACQUISITION LLC, a Delaware limited liability company ("EMSAR Acquisition"), CSA SERVICE SOLUTIONS, LLC, a Delaware limited liability company ("CSA Service"), CSA FRANCHISING, LLC, a Delaware limited liability company ("CSA Franchising" and collectively with NACSAH, EMSAR Parent, EMSAR Intermediate, EMSAR Acquisition and CSA Service, the "Companies" and each individually, a "Company"), acting pursuant to the Delaware General Corporation Law and the Delaware Limited Liability Company Act, as applicable, hereby adopt the following resolutions by unanimous written consent (this "Consent") in lieu of a special meeting and hereby consent to, approve, and adopt the following resolutions as of the date written above. WHEREAS, the Sole Stockholder of NACSAH believes it is advisable and in the best interest of NACSAH to accept the resignation of Luc Vallieres as a member of the NACSAH Board (the "NACSAH Board Removal"); DM US 199487236-2.102958.0027 WHEREAS, the Sole Stockholder of NACSAH believes it is advisable and in the best interest of NACSAH to appoint David Elario to the NACSAH Board (the "NACSAH Board Appointment"); WHEREAS, the Board and the Sole Members of the Companies believe it to be advisable and in the best interests of the Companies to accept the resignation of Luc Vallieres as the Company's Chief Executive Officer (the "Officer Resignation") WHEREAS, the Board and the Sole Members of the Companies believe it to be advisable and in the best interests of the Companies to appoint (i) David Elario to the office of Chief Executive Officer, (ii) Jonielle Dedman to the office of Chief Operating Officer, (iii) Mark Hermes to the office of Chief Commercial Officer, and (iv) Ryan Griffin to the office of Chief Financial Officer, each until their successor is duly elected and qualified or until their earlier death, resignation or removal (collectively, the "Officer Appointment"); WHEREAS, Luc Vallieres shall be a member of the Board of Managers for so long as he is the Chief Executive Officer of the Company; WHEREAS, effective upon the Officer Resignation, without any further action from any person, Luc Vallieres shall be removed as a member of the Board of Managers; WHEREAS, the Investor Member believes it to be advisable and in the best interest of EMSAR Parent to appoint David Elario as a member of the Board of Managers (but, for the avoidance of doubt, not a Manager designated as an Investor Manager pursuant to Section 7.1(b)(i) of the LLC Agreement) (the "Board of Managers Appointment"); and WHEREAS, the Board of Managers believes it to be advisable and in the best interests of EMSAR Parent to appoint David Elario as a member of the Compensation Committee of the Board of Managers from and after September 25, 2023 until his successor is duly elected and qualified or until his earlier death, resignation or removal (the "Committee Appointment"); WHEREAS, EMSAR Intermediate, as the sole member of EMSAR Acquisition, believes it to be advisable and in the best interests of EMSAR Acquisition for EMSAR Acquisition to enter into that certain Executive Employment Agreement, to be dated on or about the date hereof (the "Elario Agreement"), by and between EMSAR Acquisition and David Elario, and the Employment Agreement, to be dated on or about the date hereof (the "Griffin Agreement" and together with the Elario Agreement, the "Employment Agreements"); WHEREAS, EMSAR Intermediate, as the sole member of EMSAR Acquisition, believes it to be advisable and in the best interests of EMSAR Acquisition for EMSAR Acquisition to enter into those certain Amendments to Employment Agreement, to be dated on or about the date hereof (the "Employment Agreement Amendments") by and between EMSAR Acquisition and each of Jonielle Dedman and Mark Hermes; and DM_US 199487236-2.102958.0027 NOW, THEREFORE, BE IT RESOLVED, that the NACSAH Board Removal, the NACSAH Board Appointment, the Officer Resignation, the Officer Appointment, and the Board of Managers Appointment are hereby approved, authorized, and adopted in all respects; and be it FURTHER RESOLVED, that the Employment Agreements and the Employment Agreement Amendments are hereby approved and adopted in all respects; and be it FURTHER RESOLVED, that the managers, directors and the officers of the Companies are authorized and directed, in the name of and on behalf of their respective Companies to take any and all such actions and to execute and deliver any and all such documents and instruments as the directors and the officers of the Companies shall deem necessary or advisable in fiirtherance of, or to carry out the intent and effectuate the purposes of, any of the foregoing resolutions, and the fact that the managers, directors and the officers of the Companies have taken any such action or executed or delivered any such document or instrument shall be conclusive evidence of the approval and authorization thereof by the respective Companies; and be it FURTHER RESOLVED, that any and all actions heretofore taken by the managers, directors and the officers of the Companies in connection with the matters contemplated by the foregoing resolutions be, and they hereby are, approved, ratified, and confirmed in all respects as fully as if such had been presented to the respective managers, directors and the officers for approval prior to such action or actions being taken; and be it FURTHER RESOLVED, that this Consent may be executed in counterparts (including by means of electronic portable document format (PDF)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument; and be it FURTHER RESOLVED, that the actions taken by this Consent shall have the same force and effect as if taken by the undersigned at a meeting, duly called and constituted in accordance with the organizational documents of the respective Companies; and be it FURTHER RESOLVED, that the original of this Consent, after execution of the undersigned shall be filed in the appropriate order in the minutes of the respective Companies. * * * DM_US 199487236-2.102958.0027 DocuSign Envelope ID: 7F699ACA-1011-4543-9E7D-FADC119E6961 IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first written above. SOLE STOCKHOLDER OF NORTH AMERICAN CUSTOMER SERVICE ASSOCIATES HOLDINGS INC.: EMSAR ACQUISITION, LLC DocuSigned by: Va By: i L F Vr 8�u�ou� Name: David Friedman Title: Vice President and Secretary BOARD OF DIRECTORS OF NORTH AMERICAN CUSTOMER SERVICE A CCnri a TV C HOLDINGS INC.: DocuSigned by: 2-e. VOennj014 84DFA238461 C430... Ilreur 1nhnenn ,—DocuSigned by: —7F168D2FAAED4FA... \tan I )Punic ,—DocuSigned by: OGUA4 Fint b wtaiA, FA74C11 F83224D8... Davin Frleaman DocuSigned by: y K 7EA482B036EF4C4... Tim Newman Michael Lloyd Arun Shukla Travis Singleton [SIGNATURE PAGE TO JOINT OMNIBUS WRITTEN CONSENT] DocuSign Envelope ID: D5B1F62E-OECD-4740-BFE1-2598E516B684 IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first written above. SOLE STOCKHOLDER OF NORTH AMERICAN CUSTOMER SERVICE ASSOCIATES HOLDINGS INC.: EMSAR ACQUISITION, LLC By: Name: David Friedman Title: Vice President and Secretary BOARD OF DIRECTORS OF NORTH AMERICAN CUSTOMER SERVICE ASSOCIATES HOLDINGS INC.: Drew Johnson Stan Dennis David Friedman Kevin Rafferty ,-DocuSigned by: MAANo tn, 1 im'NEe'wman LL 25 616576L 2646 pt Mic ae oyd CDecnSignetl by -DocuSigneddby: Q.VLtut, S'tuAtta, Arun 4Siiukia DocuSigned by: trUtiS �l DID B646003 48FF40F .. raves ingteton [SIGNATURE PAGE TO JOINT OMNIBUS WRITTEN CONSENT] DM US 199487236-2.102958.0027 DocuSign Envelope ID: 7F699ACA-1011-4543-9E7D-FADC119E6961 BOARD OF MANAGERS OF EMSAR PARENT LLC: DocuSigned by: [9.1•44. VOttnjOti 84DFA238461 C430... Drew Johnson ,-DocuSigned by: -7F168D2FAAED4FA Stan Dennis DocuSigned by: Fraw alA, =�FA74C 11 F83224 D8... David Friedman COocuSigned by: --tAAA 7EA482B036EF4C4... Kevin icarreny Tim Newman Michael Lloyd Arun Shukla Travis Singleton DocuSign Envelope ID: D5B1F62E-OECD-4740-BFE1-2598E516B684 BOARD OF MANAGERS OF EMSAR PARENT LLC: Drew Johnson Stan Dennis David Friedman Kevin Rafferty DocuSigned by: Tim IK,W W cu& Tim Newman -DocuSigned by: Michael Lloyd �DocuSigned by: Arun iukiaE DocuSigned by: travus ui a® Ftr0F... Travis Singleton DM US 199487236-2.102958.0027 DocuSign Envelope ID: 7F699ACA-1011-4543-9E7D-FADC119E6961 SOLE MEMBER OF EMSAR INTERMEDIATE LLC: EMSAR PARENT LLC ,-DocuSigned by: V a FFV'4 8-, NA, By: F Name: David Friedman Title: Vice President and Secretary SOLE MEMBER OF EMSAR ACQUISITION LLC: EMSAR INTERMEDIATE LLC ,-DocuSigned by: � (Jc % V'lt voItUA. BY: k— FA74C11F83224D8... Name: David Friedman Title: Vice President and Secretary SOLE MEMBER OF CSA SERVICE SOLUTIONS, LLC: EMSAR ACQUISITION LLC ,-DocuSigned by: By: V (411, an, "-FA74C11 F83224D8... Name: Lavlu r1!CUM ail Title: Vice President and Secretary SOLE MEMBER OF CSA FRANCHISING, LLC: CSA SERVICE SOLUTIONS, LLC ,-DocuSigned by: PALVlt �wtoU� By: '—FA74C11F83224D8... Name: David Friedman Title: Vice President and Secretary [SIGNATURE PAGE TO OMNIBUS WRITTEN CONSENT.] EXECUTION VERSION BILL OF SALE This BILL OF SALE (this "Bill of Sale") is entered into and dated as of January 11, 2019, by and among (a) EMSAR Biomedical Services, Inc., ERLA, Inc., and Equipment Management, Service and Repair, Inc., each an Ohio corporation (each, an "Assignor" and, collectively, "Assignors"); and (b) CSA Service Solutions, LLC ("CSA"), a Delaware limited liability company ("CSA"). WITNESSETH: WHEREAS, CSA, Assignors, Joseph G. Bourgraf, Elroy E. Bourgraf, Jr. and CSA Franchising, LLC, a Delaware limited liability company, are parties to that certain Asset Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"); and WHEREAS, pursuant to the Purchase Agreement, Assignors agreed to sell, transfer, convey, assign and deliver to CSA, and CSA agreed to purchase, acquire and accept from Assignors, all of Assignors' right, title and interest in and to the Acquired Assets other than the Franchise Acquired Assets (the "General Assets"), free and clear of all liens, security interests, or encumbrances of any kind. NOW, THEREFORE, in order to consummate the transactions contemplated by the Purchase Agreement and for the consideration set forth therein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. 2. Transfer of General Assets. Assignors hereby sell, transfer, convey, assign and deliver to CSA, and CSA hereby acquires and accepts, effective as of the date hereof at 11:59 p.m. ET, all of Assignors' right, title and interest in and to the General Assets. 3. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, and at each party's own cost and expense, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Bill of Sale. 4. Miscellaneous. (a) Terms of the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms of this Bill of Sale, the terms of the Purchase Agreement shall govern. (b) Governing Law. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State. (c) Severability. If any term or other provision of this Bill of Sale is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Bill of Sale shall nevertheless remain in full force and effect so long as the economic or legal substance of the transfer 4811-5896-0515.6 of the General Assets is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Bill of Sale so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transfer of the General Assets is consummated as originally contemplated to the greatest extent possible. (d) Assignment. This Bill of Sale shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Bill of Sale shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Bill of Sale. No assignment of this Bill of Sale or of any rights or obligations hereunder may be made (by operation of law or otherwise) without the prior written consent of CSA and Assignors and any attempted assignment without the required consent shall be void; provided however, CSA, without the consent of any other party to this Bill of Sale, may assign any or all of its rights and interests hereunder (i) to one or more of its affiliates, (ii) for collateral security purposes to any lender providing financing to CSA or its affiliates and any such lender may exercise all of the rights and remedies of CSA hereunder, and (iii) to any subsequent purchaser of CSA or any material portion of its assets (whether such sale is structured as a sale of stock or membership interests, a sale of assets, a merger or otherwise). (e) No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment, the references in this Bill of Sale to Assignors or CSA shall also apply to any such assignee unless the context otherwise requires. (f) Counterparts. This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together, will be deemed to constitute one and the same agreement. A facsimile or emailed copy of this Bill of Sale signed by the parties may be treated as an original for all purposes. [Signature Pages to Follow] 2 4811-5896-0515.6 IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be executed by their respective officers thereunto duly authorized. as of the date first written above. ASSIGNORS: EQUIPMENT MANAGEMENT. SERVICE AND REPAIR, INC. By: Name•. Titl ERLA. INC. EMSAR BIOMEDICAL SERVICES. INC. By: Na TitlChairman h G. Bourgraf [Signature Page to Bill of Sale (CSAJEMSAR 2019)J CSA: CSA SERVICE SOLUTIONS, LLC By: Name.-L cVallieres Title: President and CEO [Signature Page to Bill of Sale (CSA/EMSAR 2019)] City of Miami, Florida PROFESSIONAL SERVICES AGREEMENT By and Between 'The City of Miami, Florida And Erla, Inc., d/b/a Equipment Management Service and Repair Florida ("EMSAR Florida"], This Professional Services Agreement ("Agreement") is entered into this Ydday of OA 2018 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Erla, Inc., Equipment Management Service and Repair Florida ("EMSAR Florida") a Foreign Profit Corporation whose principal address is 270 Davids Drive, Wilmington, OH 45177, hereinafter referred to as the ("Contractor"). RECIT LS: WHEREAS, the City of Miami has awarded Resolution 18-0327, adopted on July 26, 2018, the City and Contractor entered into a Service Agreement dated , to provide maintenance, repairs, and on -call emergency repair services of Ferno and Stryker ("Manufacturers") Ambulance cots for the Department of Fire -Rescue ("Fire -Rescue"); WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer has adopted a finding that EMSAR Florida, is the sole source authorized maintenance and repair facility; WHEREAS, the findings of the Chief Procurement Officer have been approved and adopted as the findings of the City Manager; WHEREAS, the City Manager and the Chief Procurement Officer recommend that the requirements for competitive sealed bidding procedures be waived and that the sole source procurement of the above service, as specified, be approved; and WHEREAS, the City and Contractor desire to enter into this Agreement under the terms and conditions set forth herein; 1 City of Miami, Florida 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 Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". Compensation to the Contractor as Exhibit "B". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "C". 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") and acknowledging scope of services and pricing component of services. 2. TERM: (Non -Negotiable) The Agreement shall become effective on the date on the first page, and shall be for the duration of three (3) years with three (3) options to renew for three (3) additional three (3) year periods each as long as the manufacturers service provider, EMSAR Florida maintains the appointment of the Contractor on its current basis . The total term, if all options to renew are being exercised, is twelve (12) years. 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. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A", 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 2 City of Miami, Florida 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: The amount of compensation payable by the City to the Contractor shall be based on the amount of repairs or maintenance required and shall not exceed $26,000.00 for the first year with optional annual increases not -to -exceed five percent (5%) without prior written justification from the Fire - Rescue, approved in writing by the Chief Procurement Officer and Budget Director. 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 subcontractor, 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 City of Miami, Florida 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. 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, which Code Sections are deemed as being incorporated by reference herein as supplemental terms . 4 City of Miami, Florida 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 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 5 City of Miami, Florida 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) 416-1800, VIA EMAIL AT PUBLICRECORDS@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 RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: (Non -Negotiable) 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, 6 City of Miami, Florida 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 subcontractors for any Services related to this Agreement this provision requiring subcontractors 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: (Non -Negotiable) 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, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost and expense), the City, its officials, and employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work, 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 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 cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, 7 City of Miami, Florida 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 or 725.08, Florida Statutes, as may be 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) 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 an.y 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 8 City of Miami, Florida 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 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: (Non -Negotiable) 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 9 City of Miami, Florida 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 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 10 City of Miami, Florida 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 subcontractors 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 subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. 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 11 City of Miami, Florida 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. 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 12 City of Miami, Florida 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: Renee Lapine Erla, Inc. 270 Davids Dr. Wilmington, OH 45177 TO THE CITY: _Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Joseph Zahralban Chief of Fire Rescue 1151 NW 7th Street 3rd Floor Miami, FL 33136-3604 Annie Perez, CPPO Procurement Director 444 SW 2r'd Avenue, 6th Floor Miami, FL 33130-1910 18. MISCELLANEOUS PROVISIONS: 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. 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 13 City of Miami, Florida 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 Iicensure, 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. 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. 14 City of Miami, Florida 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 subcontractor 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 subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(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 subcontractors' 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 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 15 City of Miami, Florida 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 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. 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 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. 16 City of Miami, Florida 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 subcontractor 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 subcontractors 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- 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. 17 City of Miami, Florida 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. 18 City of Miami, Florida 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: ATTEST: Print Name: Title: (Corporate Seal) APPROVED AS Tp> GAL FORM AND CORRE TNES Victo a Men City A'torney / `if it() "City" CITY OF MIAMI, a municipal corporation By: Emi o T. •nz: ez, Ph.D., City Manager "Contractor" By: Print Name: £rC4lf er V�►d JC4ov\ Title: V e 0 c- ✓Akc Op - (Authorized Corporate Officer) APPROVED REQUIREM An Marie S Ri- Manag S TO NTS: 'rector CE 19 City of Miami, Florida CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, EMSAR Florida, a Foreign Profit Corporation, desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the 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 be required to accomplish its purpose. IN WITNESS WHEREOF, this day of , 2018. A ( ("Contractor") A: £/J0 (State) Corporation (Sign) Print Name: 6racile/ Kin vt ay, Title: V 1 L1,7 e n. wD e e iejv i l$ Print Name: (Sign) 20 City of Miami, Florida EXHIBIT A SCOPE OF SERVICES Repair and or replace items per manufacturer specifications on an as needed basis. City of Miami, Florida EXHIBIT B COMPENSATION The amount of compensation payable by the City to the Contractor, shall not exceed the amounts listed in Section 4 of this Agreement. 22 City of Miami, Florida EXHIBIT C INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - MAINTENANCE & REPAIR OF FERNO EMERGENCY AMBULANCE COTS I. Garage Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required City of Miami listed an additional insured Primary and Non Contributory Liability Contingent and contractual exposures Premises and Operations II. Business Automobile Liability $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $ 1,000,000 for bodily injury caused by an accident, each accident. $ 1,000,000 for bodily injury caused by disease, each employee $ 1,000,000 for bodily injury caused by disease, policy limit 23 City of Miami, Florida IV. Garage Keepers Legal Liability (If Applicab►e) $500,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not Tess than (30) days prior to any such cancellation or material change, or in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue al► insurance policies required above: The company must be rated no Tess than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 24 AGENDA ITEM SUMMARY FORM File ID: #4351 Date: 06/22/2018 Commission Meeting Date: 07/26/2018 Type: Resolution Subject: Sole Source - ERLA, Inc. Purpose of Item: Requesting Department: Department of Fire - Rescue Sponsored By: District Impacted: All The nature of this item is to authorize a resolution of the Miami City Commission by a four -fifths (4/5ths) affirmative vote, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as amended, after an advertised public hearing, ratifying, approving and confirming the City Manager's finding of a sole source; waiving the requirements for competitive sealed bidding procedures and approving the procurement of Maintenance, Repair Services, and On -Call Emergency Repair of Emergency Ambulance Cots for the Department of Fire -Rescue ("Fire -Rescue"), from ERLA, Inc. d/b/a Equipment Management Service and Repair ("EMSAR Florida"), on an as needed basis, for an initial three-year term, with the option to renew for three (3) additional three-year periods, at a first year cost not -to -exceed $26,000.00 with optional annual increases not -to -exceed five percent ("5%"). Allocating funds for the first year from the Fire - Rescue General Fund Account Code No. 00001.184010.546000.0000.00000, with future years funding subject to availability of funds and budgetary approval at the time of need. Further authorizing the City Manager to negotiate and execute all other documents, including any amendments, renewals, and extensions, subject to allocations, appropriations and budgetary approval having been previously made, and in compliance with applicable provisions of the Code of the City of Miami, Florida, as amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti - Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with applicable regulations, as may be necessary for said purpose. Background of Item: Fire -Rescue has been exclusively using Ferno and Stryker ("Manufacturers") brand ambulance cots since the year 2000. Fire -Rescue's entire fleet of Advanced Life Support ("ALS") Transport Units utilizes said stretchers to transport patients from the incident scene to the hospital. These devices are used under intense operating conditions which makes it necessary for them to receive ongoing maintenance and repair. The maintenance, as requested herein, has been previously approved by the City as a Sole Source, pursuant to Resolution Nos. 00-207, 03-299, 06-0152, 09-0087, 12-0268, and 15-0266. Manufacturers of the ambulance cots, have contracted with EMSAR Florida, and as such, Emsar Florida is the only authorized service provider in the South Florida area to provide comprehensive service and support for the complete manufacturer's product line. EMSAR Florida has two locally headquartered technicians providing service and support for all manufacturers' Ambulance Cots and Stair Chair customers. With the above in mind, issuing a competitive solicitation for this procurement wouldn't be practical for the City. In accordance with Section 18-92 (a) (1) and (3) of the City of Miami Procurement Code, "sole -source awards may be made [...] Where the compatibility of equipment, accessories, or replacement parts permits one reasonable source of supply," and "Where the unique and specialized expertise of one source of services is unlikely to be obtained from any other source. Budget Impact Analysis Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: $413,845.29 (In the aggregate if all twelve (12) years are exercised, inclusive of the 5% year to year increase) Maintenance Cost: $26,000 (First Year) General Account No: 00001.184010.546000.0000.00000 Department of Fire -Rescue Department of Fire -Rescue Department of Fire -Rescue Office of Management and Budget Office of Management and Budget City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney City Commission Office of the Mayor Office of the City Clerk Office of the City Clerk Reviewed B Ty McGann Johnny Duran Eloy Garcia Pedro Lacret Christopher M Rose Nikolas Pascual Valentin J Alvarez Valentin J Alvarez Victoria Mendez Nicole Ewan Mayor's Office City Clerk's Office City Clerk's Office Fire Department Review Completed 06/25/2018 8:48 AM Fire Budget Review Completed 06/25/2018 9:04 AM Fire Chief Review Completed 06/26/2018 8:19 AM Budget Analyst Review Completed 07/05/2018 2:05 PM Budget Review Completed 07/05/2018 8:28 PM City Manager Review Completed 07/09/2018 4:36 PM Legislative Division Review Completed 07/12/2018 3:59 PM Deputy City Attorney Review Skipped 07/12/2018 4:00 PM Approved Form and Correctness Completed 07/12/2018 4:01 PM Meeting Completed 07/26/2018 9:00 AM Signed by the Mayor Completed 08/06/2018 10:31 AM Signed and Attested by the City Clerk Completed 08/06/2018 4:58 PM Rendered Completed 08/06/2018 4:58 PM City of Miami Legislation Resolution Enactment Number: R-18-0327 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 4351 Final Action Date:7/26/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION 18-92 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE") AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING AND CONFIRMING THE CITY MANAGER'S FINDING OF A SOLE SOURCE, ATTACHED AND INCORPORATED AS EXHIBIT "B"; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING PROCEDURES AND APPROVING THE PROCUREMENT OF MAINTENANCE AND REPAIR SERVICES OF FERNO AND STRYKER ("MANUFACTURERS") EMERGENCY AMBULANCE COTS FOR THE DEPARTMENT OF FIRE -RESCUE ("FIRE -RESCUE"), FROM ERLA, INC. D/B/A EQUIPMENT MANAGEMENT SERVICE AND REPAIR FLORIDA ("EMSAR FLORIDA"), ON AN AS NEEDED BASIS, FOR A THREE (3) YEAR TERM, WITH THE OPTION TO RENEW FOR THREE (3) ADDITIONAL THREE (3) YEAR PERIODS, AT A FIRST YEAR NOT -TO -EXCEED AMOUNT OF $26,000.00 WITH OPTIONAL ANNUAL INCREASES NOT TO EXCEED FIVE PERCENT (5%), ALLOCATING FUNDS FOR THE FIRST YEAR FROM THE FIRE -RESCUE GENERAL FUND ACCOUNT CODE NO. 00001.184010.546000.0000.00000, WITH FUTURE YEARS FUNDING SUBJECT TO AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT ("PSA"), WITH EMSAR FLORIDA, IN SUBSTANTIALLY THE ATTACHED FORM; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALLOCATIONS, APPROPRIATIONS, AND BUDGETARY APPROVAL HAVING BEEN PREVIOUSLY MADE, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY CODE INCLUDING, THE CITY OF MIAMI'S ("CITY") PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH APPLICABLE REGULATIONS, AS MAY BE NECESSARY FOR SAID PURPOSE. WHEREAS, the Department of Fire -Rescue ("Fire -Rescue") requires regular maintenance, repair and on -call emergency repairs of its manufacture's emergency ambulance cots; and WHEREAS, the manufacturers of these ambulance cots, have contracted with ERLA, Inc., d/b/a Equipment Management Service and Repair, Inc., a foreign profit corporation ("EMSAR Florida"), and is the only manufacturer authorized service provider and agent to provide comprehensive service and support for the complete manufacturers product line in this service area; and WHEREAS, in addition to repair, maintenance, and on -call emergency repair services, EMSAR Florida provides preventive maintenance to extend the life of the equipment and ensure lower risks of field failures; and WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer ("CPO") has adopted a finding that EMSAR Florida is the sole source provider in this service area of maintenance, repair, and on - call emergency repairs of the manufacturers emergency ambulance cots; and WHEREAS, the findings of the CPO have been approved and adopted as the findings of the City Manager; and WHEREAS, the City Manager and the CPO recommend that the requirements for competitive sealed bidding procedures be waived and that the procurement of maintenance, repair, and on -call emergency repair services for the manufacturers emergency ambulance cots from EMSAR Florida as the sole source, be approved; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA" Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, pursuant to Section 18-92 of the City Code after an advertised public hearing, the City Manager's finding of a sole source, is ratified, approved and confirmed, the requirements for competitive sealed bidding procedures are waived, and the procurement of maintenance, repair and on -call emergency repair services of the manufacturers emergency ambulance cots for Fire -Rescue, from EMSAR Florida, the sole source provider of this service, is approved on an as needed basis for an initial three (3) year term, with the option to renew for three (3) additional three (3) year periods, at a first year not -to - exceed amount of $26,000.00 with optional annual increases not -to -exceed five percent (5%), with funds allocated for the first year from the Fire -Rescue General Fund Account Code No. 00001.184010.546000.0000.00000, with future years funding subject to the availability of funds and budgetary approval at the time of need. Section 3. The City Manager is authorized' to execute the PSA, in substantially the attached form, with EMSAR Florida the only manufacturer authorized service provider and agent. Section 4. The City Manager is further authorized' to negotiate and execute all other documents, including any amendments, renewals, and extensions, subject to allocations, appropriations and budgetary approval having been previously made, and in compliance with applicable provisions of the City Code including, the City's Procurement Ordinance, Anti - Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with applicable regulations, as may be necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney including but not limited, to those prescribed by applicable City Charter and City Code provisions. APPROVED AS TO FORM AND CORRECTNESS: ndez, l tar ey 7/12/2018 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. ACORO° CERTIFICATE OF LIABILITY INSURANCE `.------- DATE (MM/DD/YYYY) 12/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Rollingwood Center, Building I 2500 Bee Cave Road, Suite 125 Austin TX 78746 CONTACT NAME: Teresa Melikian PHONE FAX (A/C No Ext): 512-226-7900 (A/C, No): E-MAIL ADDR ESS: Teresa.Melikian@MarshMMA.com INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: Travelers Property Casualty Co of Amer 25674 INSURED CSASERVI1 CSA Service Solutions, LLC dba EMSAR P.O. Box 202887 Austin TX 78720 INSURERB: Phoenix Insurance Company 25623 INSURERC: Great American Assurance Company 26344 INSURERD: Great American Alliance Ins Co 26832 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 1770812046 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY H6305X474901PHX25 1/1/2025 !♦® v�/j 12/1/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO J ECT X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 0 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY CAP9P532497 11 024 S 11/1/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE CUPA66416082512 1/1/2025 12/1/2025 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ i n fmn $ c WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A WCF26724400 WCF26725400 12/1/2024 12/1/2024 12/1/2025 12/1/2025 X PER STATUTE OTH- ERD E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Product Liability ZPP16P96515 1/1/2025 12/1/2025 Per Occurrence Aggregate 10,000,000 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured form #CGT127 edition 0219 applies to the Product Liability policy. Waiver of subrogation form #CGT127 edition 0219 applies to the Product Liability policy. Additional Insured form #CGD430 edition 0219 applies to the General Liability policy. Waiver of subrogation form #CGD430 edition 0219 applies to the General Liability policy. Additional Insured form #CAT353 edition 0215 applies to the Automobile Liability policy. Waiver of subrogation form #CAT353 edition 0215 applies to the Automobile Liability policy. See Attached... CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CSASERVI1 LOC #: ACORO� ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Marsh & McLennan Agency LLC POLICY NUMBER CARRIER NAIC CODE NAMED INSURED CSA Service Solutions, LLC dba EMSAR P.O. Box 202887 Austin TX 78720 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Primary and Noncontributory coverage endorsement #CAT4740216 applies to the Automobile Liability policy. Waiver of subrogation form #WC000313 04-84 applies to the Workers Compensation policy for Specified States. Waiver of subrogation form #WC0403060484 applies to the Workers Compensation policy for California. Waiver of subrogation form #WC420304B applies to the Workers Compensation policy for Texas. Waiver of subrogation form #WC4303050700 applies to the Workers Compensation policy for Utah. The Product Liability policy includes a blanket additional insured endorsement to the certificate holder on , Shen there is a written contract between the named insured and the certificate holder that requires such status. The Product Liability policy contains a blanket waiver of subrogation endorsement that may apply only mien there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Automobile Liability policy contains language that provides additional insur9al<stafus t e ificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile liability policy includes waiver of subrogation wording 1°%at riy appl lyituln there is a written contract between the named insured and the certificate holder that requires such wording. The Automobile Liability policy contains an endorsement with "Primad NonContributory" wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wwootling. The Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability policy includes a blanket automatic additional insured endorsement [provision] that confers additional insured status to the certificate holder only if there is a written contract between the named insured and the certificate holder that requires the named insured to name the certificate holder as an additional insured. In the absence of such a contractual obligation on the part of the named insured, the certificate holder is not an additional insured under the policy. The General Liability policy contains a special endorsement with "primary and noncontributory" wording. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD De Vito, Daniel From: Gomez Jr., Francisco (Frank) Sent: Wednesday, January 22, 2025 6:59 AM To: De Vito, Daniel; Quevedo, Terry Cc: Aviles, Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR EMSAR SERVICE SOLUTIONS LLC Good morning Danny, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (3o5) 416-174o Office (3o5) 416-176o Fax fgomez@miamigov.com e(<1;tr FG „<Z7 (t) ri9; o"‘4t cR4ce "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Tuesday, January 21, 2025 4:41 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR EMSAR SERVICE SOLUTIONS LLC Good morning team, i Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Sincerely, Daniel De Vito Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 Office: (305) 416-1922 1 Email: Dadevito@miamigov.com Visit us online. Vendor Registration click "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically p construction and construction management services at the best value for t service, process efficiency, transparency, fairness, competition, accountabili O `p Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privi d d con ial information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, y.. here's ot" " d that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If yo n. the interQ. recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original messa . k you. "Please Note: en co u*ions to or from Cityof Miami employees re ardin City regarding d meo request. Therefore, this e-mail communication may be subject to ality goods and services, design, while providing excellent customer maintaining public trust. Due to Florida's very broad public records law, business are public records, available to the pu public disclosure. 2 DIVISION OF CORPORATIONS Lr Di V;[Or'I l if � . rg O t?_rO F �1N tin mildly Arofkkil svy%sire Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company CSA SERVICE SOLUTIONS, LLC Filing Information Document Number M16000009640 FEI/EIN Number 81-4201496 Date Filed 12/02/2016 State DE Status ACTIVE Principal Address 270 Davids Drive WILMINGTON, OH 45177 Changed: 02/28/2023 Mailing Address PO Box 202887 Austin, TX 78720 Changed: 02/28/2023 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Authorized Person(s) Detail Name & Address Title Member Newman, Tim 270 Davids Drive Wilmington, OH 45177 Annual Reports Report Year Filed Date 2021 04/07/2021 2022 04/27/2022 2023 02/15/2023 Document Images 02/15/2023 --ANNUAL REPORT 04/27/2022 --ANNUAL REPORT 04/07/2021 -- ANNUAL REPORT 04/17/2020 --ANNUAL REPORT 04/23/2019 --ANNUAL REPORT 01/10/2018 --ANNUAL REPORT 04/20/2017 --ANNUAL REPORT 12/02/2016 -- Foreign Limited View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations DIVISION OF CORPORATIONS i+ avriitmi 'j1�1f1(org J D tJ�r)D r4rr11`_1I` l=J ur► official Jiate of Plaritlu weiniry Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company CSA SERVICE SOLUTIONS, LLC Filing Information Document Number M16000009640 FEI/EIN Number 81-4201496 Date Filed 12/02/2016 State DE Status ACTIVE Principal Address 270 Davids Drive WILMINGTON, OH 45177 Changed: 02/28/2023 Mailing Address PO Box 202887 Austin, TX 78720 Changed: 02/28/2023 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Authorized Person(s) Detail Name & Address Title Manager, Member CSA Service Holdings LLC 270 Davids Drive WILMINGTON, OH 45177 Annual Reports Report Year Filed Date 2022 04/27/2022 2023 02/15/2023 2024 02/27/2024 Document Images 02/27/2024 -- ANNUAL REPORT 02/15/2023 -- ANNUAL REPORT 04/27/2022 -- ANNUAL REPORT 04/07/2021 -- ANNUAL REPORT 04/17/2020 -- ANNUAL REPORT 04/23/2019 -- ANNUAL REPORT 01 /10/2018 -- ANNUAL REPORT 04/20/2017 -- ANNUAL REPORT 12/02/2016 -- Foreign Limited View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations Detail by Entity Name Page 1 of 2 Florida Department of State JfYt ffjll of „ I..,,, 4.org (11-! J!'_P Js' AT 1 D I C:) tea a/flr iul &we ujFlorida w4Lsite Department of State / Division of Corporations / Search Records / Detail By Document Number / DIVISION OF CORPORATIONS Detail by Entity Name Foreign Profit Corporation ERLA, INC. Filing Information Document Number F09000004871 FEI/EIN Number 38-3774210 Date Filed 12/08/2009 State OH Status ACTIVE Principal Address 270 DAVIDS DR. WILMINGTON, OH 45177 Mailing Address 270 DAVIDS DR. WILMINGTON, OH 45177 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 01/18/2011 Address Changed: 01/18/2011 Officer/Director Detail Name & Address Title PRES LAPINE, RENEE 270 DAVIDS DR. WILMINGTON, OH 45177 Annual Reports Report Year Filed Date 2016 03/21/2016 2017 02/16/2017 2018 05/01/2018 http : //search. sunb i z. org/Inquiry/Corporati on S earch/ S earchRe sultD etail? inqui rytyp e=Entity ... 6/4/2018 Detail by Entity Name Page 2 of 2 Document Images 05/01/2018 -- ANNUAL REPORT 02/16/2017 -- ANNUAL REPORT 03/21/2016 -- ANNUAL REPORT 02/18/2015 -- ANNUAL REPORT 01/28/2014 -- ANNUAL REPORT 04/29/2013 -- ANNUAL REPORT 01/26/2012 --ANNUAL REPORT 04/26/2011 --ANNUAL REPORT 01/18/2011 -- Req. Agent Change 01/22/2010 -- ANNUAL REPORT 12/02/2009 -- Foreign Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations http ://search. sunbiz. org/Inquiry/Corporation Search/S earchResultDetail? inquirytype=Entity... 6/4/2018 Detail by Entity Name Page 1 of 2 Florida Department of State JfYt ffjll of „ I..,,, 4.org (11-! J!'_P Js' AT 1 D I C:) tea a/flr iul &we ujFlorida w4Lsite Department of State / Division of Corporations / Search Records / Detail By Document Number / DIVISION OF CORPORATIONS Detail by Entity Name Foreign Profit Corporation EQUIPMENT MANAGEMENT SERVICE & REPAIR, INC. Cross Reference Name EHE, INC. Filing Information Document Number F15000000044 FEI/EIN Number 31-1757442 Date Filed 01/05/2015 State OH Status ACTIVE Principal Address 270 DAVIDS DRIVE WILMINGTON, OH 45177 Mailing Address 270 DAVIDS DRIVE WILMINGTON, OH 45177 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Officer/Director Detail Name & Address Title Director BOURGRAF, ELROY E, JR 70 WEIL WAY WILMINGTON, OH 45177 Title Director BOURGRAF, JOSEPH G 70 WEIL WAY WILMINGTON, OH 45177 Title P LAPINE, RENEE http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 6/14/2018 Detail by Entity Name Page 2 of 2 270 DAVIDS DRIVE WILMINGTON, OH 45177 Title Secretary Hill, Christopher 270 Davids Drive Wilmington, OH 45177 Title Asst. Secretary Lesan, Robert, III One East 4th Street 1400 Cincinnati, OH 45202 Annual Reports Report Year Filed Date 2016 03/21/2016 2017 02/16/2017 2018 01/05/2018 Document Images 01/05/2018 -- ANNUAL REPORT 02/16/2017 -- ANNUAL REPORT 03/21/2016 -- ANNUAL REPORT 01/05/2015 -- Foreign Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations http ://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 6/ 14/2018 Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, February 11, 2025 4:40 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha Subject: Executed Acceptance of Assignment Ambulance Cots, CSA SVC Solution SS 17-18-045 (Matter 23-1056) Attachments: Acceptance of Assignment Ambulance Cots, CSA SVC Solution SS 17-18-045 (Matter 23-1056).pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Thank you, Aimee ctunticailtai Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i