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HomeMy WebLinkAbout23024AGREEMENT INFORMATION AGREEMENT NUMBER ' 23024 NAME/TYPE OF AGREEMENT GRAPHIC DESIGNS INTERNATIONAL LLC / IFB 752383 VEHICLE DECALS AND STRIPING DESCRIPTION ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR SIGNATURE / MATTER ID:19-3239 / #48 EFFECTIVE DATE February 24, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/21/2020 DATE RECEIVED FROM ISSUING DEPT. 2/25/2020 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM 302, ORIGINATING DEPARTMENT: Procurement Department EXT.1922 DEPT. CONTACT PERSON: Aileen CarbonellNictoria Giraldo NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Graphic Designs International LLC-:17 c:1.. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? E✓ fY'ES TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) • ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENTF'' ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO PURPOSE OF ITEM (BRIEF SUMMARY): IFB 752383 Vehicle Decals and Striping - Acceptance of Assignment and Assumption of Contract for Signature G.� �e�,.1,�s r -r0,0, f2,2 COMMISSION APPROVAL DATE: 02 / 08 / 2018 FILE ID: 3450 ENACTMENT NO.: R-18-0037 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: -- µ ROUTING INFORMATION'=' `, x .; Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 2 , s.2o2o T: Annie erez, CPPO �" PR 20088 NATURE: y.----l'-SS" c 't PRINT,',. -Ann- rie arpe_ SUBMITTED TO RISK MANAGEMENTf /'/ SPY ': SIGI�dAT �e SUBMITTED TO CITY ATTORNEY ' :11 Victoria Mendez pPRINT,, p � uL.o V ;. c. 2 MATTER ID No. 19-3239 4 2 Q SIGNATURE- / ' PRINT: Sanilrridgeman APPROVAL BY ASSISTANT CITY MANAGER «/� '7b /p �� ///e-z SIGNATURE" PRINT: Joe F. Napoli APPROVAL BY DEPUTY CITY MANAGER ��-L SIGNATURE:../'/ Pc/t/ PRINT: Emilio T. Gonzalez, Ph.D. RECEIVED BY CITY MANAGER SIGNATURE: PRINT: Todd Hannon 1) ONE ORIGINAL TO CITY CLERK, SIGNATURE: 2) ONE COPY TO_CITY ATTORNEY'S OFFICE, PRINT Victoria Mendez SIGNATURE: 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PRINT: SIGNATURE: E ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CITY OF MIAMI OFFICE OF THE CITY ATTORNEY MEMORANDUM TO: Victoria Giraldo, Procurement Contracting Officer PRO Procurement - COM FROM: Pablo R. Velez, Assistant City Attorney DATE: February 7, 2020 RE: Graphic Designs International, Inc - Acceptance of Assignment and Assumption Matter ID No.: 19-3239 Enclosed please find the captioned agreement which has been approved by the City Attorney as to form and correctness. Once this agreement has been fully executed please file one original agreement with the City Clerk as the official record, please keep one original agreement as your Department record, and please e-mail a copy of the fully executed agreement to my assistant at tmickens@miamigov.com. We will be closing our file on this matter unless additional services are requested. If you have further questions, please feel free to contact me at 305-416-1800. Enclosure(s) WHEN RETURNING THIS CONTRACT TO THIS OFFICE FOR FURTHER REVIEW, PLEASE IDENTIFY AS 19-3239 Doc. No.: 1290265 ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered into this 2Ill day of 1 I i. G r , 2020, between the City of Miami, a municipal corporation of the State of Florida ("City, Graphic Designs International, Inc., a Florida profit corporation ("Assignor"), and Graphic Designs International LLC, a Florida limited liability .company ("Assignee"), with principal places of business located at 3161 SE Slater Street, Stuart, Florida 34997. RECITALS WHEREAS, pursuant to Resolution No. 18-0037, adopted on February 8, 2018, the City approved the award of Invitation for Bid ("IFB") Contract No. 752383 for Vehicle Decals and Striping ("Contract") to Assignor, who Was the lowest responsive and responsible Bidder; and WHEREAS, on June 03, 2019, the Assignee, entered into a Purchase Agreement with the Assignor; and WHEREAS, the Assignee, has acquired and assumed Assignor's business interests, rights, and responsibilities pursuant to said Purchase Agreement; and WHEREAS, pursuant to the General Terms and Conditions Section 1.6, Assignment, of the Contract, "The Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent"; and WHEREAS, the Assignee, has acquired and assumed Assignor's business interests, rights, and responsibilities under the Contract, under a different corporate entity type and under a different Federal Identification Employer Number ("FEIN") as well; and WHEREAS, the City will consent to such assignment and assumption upon the terms and conditions herein; NOW,- THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI. TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance of the assignment and assumption of the Contract between the City, the Assignor, and the Assignee, contingent upon: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee. (2) Assignee hereby accepts the assignment and assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation and condition of the Contract, including, but not limited to, each and every responsibility, duty and obligation of Assignor set forth in the Contract, on or subsequent to the date of this assignment and assumption of the Contract. 1 (3) Execution of this Acceptance. By execution of this Acceptance of the assignment and assumption, the Assignee agrees to the Terms and Conditions and provisions contained in the Contract and herein. 3. NOTICES: All notices or other communications required under the Contract 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 ASSIGNEE: Graphic Designs International LLC Kimberly Amsalem Manager 3161 SE Slater Street Stuart, Florida 34997 TO THE CITY: Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 With copies to: Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Victoria Mendez, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 4. GOVERNING CONDITIONS: Except as otherwise set forth herein, the terms and conditions of the Contract, shall remain in full force and effect between the Parties. In the case of a perceived conflict between the terms of the Contract and this Acceptance, the terms of this Acceptance shall govern. 5. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of Assignor, the Assignee and the City represent that they have full authority to execute this document on behalf of the entity for which they represent. 2 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, as of the day and year first above written. ATTEST: Print Name: , I� Title: !Jo ('�� i . c Corporate -Staff) k1 o d-v- A Sc ATTEST: Print Name: and Title: !VCAVt 1G (Corporate Seal ATTEST: WANDA BUTLER Notary Public - State of Florida Commission # GG 930019 ./ My Comm. Expires Mar 4, 2024 Bonded through National Notary Assn. Todd B. Hanno ' Cit ' Ierk "Assignee" Graphic Designs International LLC, a Florida limited liability company "Assignor" Graphic Designs International, Inc., a Florida profit corporation "City" CITY OF MIAMI, a municipal corporation By: Emf i. . Gonzalez, P .D., City Manager APPROVED AS TO LEGAL FORM APPROVED AS T4 INS AND CORRECTNESS: 1 Vict is Mend: z City Attorney 1 q_ 32 39 REQUIREMENTS: Ann -Marie Shar 4rector Risk Managerne t Department 3 Detail by Entity Name � -i Page 2 of 2 Detail by Entity Name Florida Limited Liability Company GRAPHIC DESIGNS INTERNATIONAL LLC Filing Information Document Number L19000173598 FEI/EIN Number 84-2418359 Date Filed 06/28/2019 Effective Date 06/28/2019 State FL Status ACTIVE Last Event LC AMENDMENT Event Date Filed 07/31/2019 Event Effective Date NONE Principal Address 3161 SE SLATER STREET STUART, FL 34997 Mailing Address 3161 SE SLATER STREET STUART, FL 34997 Registered Agent Name & Address AMSALEM, KIMBERLY V 3161 SE SLATER STREET STUART, FL 34997 Authorized Person(s) Detail Name & Address Title MGR AMSALEM, KIMBERLY V 3161 SE SLATER STREET STUART, FL 34997 Annual Reports No Annual Reports Filed Document Images 07/31/2019 — Amendment 06/28/2019 — Florida Limited Liability 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... 2/4/2020 City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 3450 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION ACCEPTING THE BID RECEIVED NOVEMBER 15, 2017 PURSUANT TO INVITATION FOR BID ("IFB") NO. 752383 FROM GRAPHIC DESIGNS INTERNATIONAL, INC., THE LOWEST RESPONSIVE AND RESPONSIBLE BIDDER, FOR THE PURCHASE OF VEHICLE DECALS AND STRIPING FOR THE DEPARTMENT OF GENERAL SERVICES ADMINISTRATION ("GSA") ON AN AS -NEEDED BASIS FOR AN INITIAL PERIOD OF THREE (3) YEARS WITH AN OPTION TO RENEW FOR ONE (1) ADDITIONAL THREE (3) YEAR PERIOD; ALLOCATING FUNDS FROM THE GSA OPERATING BUDGET AND AS REQUIRED BY OTHER END -USER DEPARTMENTS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO ADD SUPPLIERS TO THE CONTRACT AS DEEMED NECESSARY BY THE CITY MANAGER; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND MODIFICATIONS TO THE CONTRACT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY FOR SAID PURPOSE. WHEREAS, the Department of General Services Administration ("GSA") has a need for vehicle decals and striping; and WHEREAS, on October 27, 2017, the Department of Procurement ("Procurement") issued Invitation for Bid ("IFB") No. 752383 to establish a contract for vehicle decals and striping on an as needed basis; 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. The bid received November 15, 2017 pursuant to IFB No. 752383 from Graphic Designs International, Inc., the lowest responsive and responsible bidder,for the purchase vehicle decals and striping on an as -needed basis, for an initial period of three (3) years with an option to renew for one (1) additional three (3) year period is accepted. Section 3. Funds are allocated from the GSA operating budget and as required by other end -user departments, subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is authorized' to add suppliers to the contract who meet the requirements of IFB No. 752383, as deemed in the best interest of the City of Miami. 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 provision. n i 1 Section 5. The City Manager is further authorized' to negotiate and execute any and all other documents, including any contracts, amendments, renewals, extensions, and modifications, in a form acceptable to the City Attorney, and in compliance with applicable regulations, as may be necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption and 4 signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ndez, ty ttor ey 1/25/2018 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. BBROWN GRAPDES-03 c• AoAR, ®° CERTIFICATE OF LIABILITY INSURANCE ��� DATD/YYYY) 9119/219/2019 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 poiicy(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 R V Johnson Agency, Inc. 2041 SE Ocean Blvd Stuart, FL 34996 CONTACT Barbie Brown - Ext. 237 NAME: (A/CC,Nly , Ext): (772) 287-3366 FAX Ne):(772) 287-4255 A Ass• bbrown©rvjohnson.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Atlantic Casualty Insurance Co 42846 INSURED Graphic Designs International LLC 3161 SE Slater Street Stuart, FL 34997 INSURER B : Progressive Express Ins Co 02962 INSURER c:Markel American Insurance Co 28932 INSURER 0 : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED T.O,THE.INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES'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 ,JNSD SUBR MD POLICY NUMBER POLICY EFF'' t_MMIDDIYYYY) POLICY EXP JMMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY : J} EACH OCCURRENCE S 1,000,000 CLAIMS -MADE X OCCUR X X 31400002220 7/23/2019 7/23/2020 DAMAGE TO RENTED PREMISES (Ea occurrence) 100,000 S MED EXP (Any one person) $5,000 °. PERSONAL 8 ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 X POLICY PRO- JECT LOC '' a PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: ,_•:._` S B AUTOMOBILE LIABILITY t a COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 — ANY AUTO 010899,83-0 ��� ; x 9/5/2019 9/5/2020 BODILY INJURY (Per person) S — OVVNEp AUTOSDONLY X AUTOSSCHEULED •BODILY Y INJURY (Per accident)_ S AUTOS ONLY _ AUU OS ONLYY j PROPERTY DAMAGE (Per accident) S UMBRELLA LIAR — OCCUR ", EACH OCCURRENCE S EXCESS LIAB CLAIMS -MADE ` , AGGREGATE $ DED RETENTION $ $ C WORKERS COMPENSATION .. AND EMPLOYERS' LIABILITY X PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N N /A MWC0153045-01 7/23/2019 7/23/2020 E.L. EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatary in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Garage & Dealers (Si 31400002220 7/23/2019 7/23/2020 Garage Keeper 250,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may bo attached If more space is required) City of Miami is listed an an additional insured for general liability coverage. Coverage is primary & non-conributory. CERTIFICATE HOLDER CANCELLATION City of Miami Procurement Department 444 SW 2nd Ave 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 Togo are registered marks of ACORD POLICY NUMBER: 31 400002220 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Miami Procurement Department Information required to complete this Schedule, if nottshown above, will be shown in the Declarations. tV A. Section II — Who Is An InsuredA`s amended to include as an additional insured'the person(s) or organization(s) shown in,�the Schedule, but only with respect to liability fort"bbdily injury", "property damage" or "persdnaland advertising injury" caused, in whole or, in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; • or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 From: To: Subject: Date: Ouevedo, Terry Carbonell, Aileen RE: PROCUREMENT INSURANCE REVIEW FOR GRAPHIC DESIGN INTERNATIONAL LLC COI Friday, September 20, 2019 8:59:15 AM Hi Aileen The certificate is adequate. Thank you From: Carbonell, Aileen Sent: Friday, September 20, 2019 8:55 AM Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR GRAPHIC DESIGN FNTERNATIONAL LLC COI Importance: High Good morning, Please review the insurance attached at your earliest convenience and advise if adequate according 1 =" to insurance requirements contained therein. Thankyoul i v,=J rF6 1O.: a DESCRIPTION; TERM OF CONTRACT: Cat n' txirii C OHT R A C T AWARD Procurement Veyar'f nfmt CONTRACT PERlob: COMMODITY CODE; T52363(24) VEHICLE DEC IS AND STRIPING THREE (3) YEARS waft THEOPTTCN TO RENEW FOR ONE (1) ADDITIONAL THREE (3) YEAR PERIOD FEBRUARY 20, 2018 THROUGH FEBRUARY 19, 2021 25628-00 [SECTION 01-=VENDOR AWARD Graphic Desire Intarr►atfo 3161 SE Stater SL Stuart, FL 34991 ConCact: Ksa1 H. Gallagher Phone (772) 287-000o Fax:. (772)826-8793 Erna; a s1 (= tshice cr Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Inc. Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneIk miamigov.com Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION "' The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you fare not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of. this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender byreply e-mail and destroy all copies of the original message. Thank you. *Please/ Note: ,. 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