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Home My WebLink About23064AGREEMENT INFORMATION AGREEMENT NUMBER 23064 NAME/TYPE OF AGREEMENT TRANSVALUE INC DESCRIPTION PIGGYBACK SUPPLEMENTAL AGREEMENT / BETWEEN CITY OF WEST PALM BEACH / MATTER ID:20-240 / #131 EFFECTIVE DATE March 12, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/10/2020 DATE RECEIVED FROM ISSUING DEPT. 3/16/2020 NOTE * JIM!, 11.4111 * • . tt It • r. 0 It %. CITY OF MIA" DOCUMENT ROUTE, , FORM C14,014110 ORIGINATING DEPARTMENT: Procurement Department Ci* EXT. 1922 DEPT. CONTACT pERSON: Aileen Carbonell/Cristiane Lima ,NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Transvalue INC 'IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? fj YES 0 NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? El YES El NO --, ,- TYPE OF AGREEMENT: El MANAGEMENT AGREEMENT El PUBLIC WORKS AGREEMENT:. -- El PROFESSIONAL SERVICES AGREEMENT El MAINTENANCE AGREEMENX ;- r\.,) c--, 0 GRANT AGREEMENT Eil INTER -LOCAL AGREEMENT:: 0 EXPERT CONSULTANT AGREEMENT El LEASE AGREEMENT , El LICENSE AGREEMENT C:1 PURCHASE OR SALE AGREEMENT— r--- OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): RFQ 18-19-Q300 Piggyback Supplemental Agreement between City of West Palm Beach and Transvalue INC for Signature q;r dOrywore,o6 krelt.eheed. )0164->1 iezwae 14//9/3 act-Awl/at/Y.44A4 4431) 64.1400i A4..4,12 COMMISSION APPROVAL DATE: / FILE ID: ENACTMENT NO.: , IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: „, " -,",'T: __ , ' •L' _,, ,, . ' — ROUTINGINFORMATION , Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR PR 20098 Q- 'LS —9, Ri T: Annie Perez, CPPO 1 ATURE. dt. C.4.- SUBMITTED TO RISK MANAGEMENT 2 f/ f12.1' PRINT: Annt Marie arpe-- c AL te SIGNATURE: SUBMITTED TO CITY ATTORNEY Matter ID No. 20-240 2 , PRINT: Victoria Mendez 67.46t.e.i45.LE2, i-76,,:, \ SIGNATURE: , 1 APPROVAL BY ASSISTANT CITY MANAGER /4,„ 7,7) / 44,,ok 1P-)thge1 0 PRINT: SancIrkliridgeman . -..:x SIGNATURE. APPROVAL BY DEPUTY CITY MANAGER PRINT: ''' ,• A , i k ' SIGNATU • '' • A ‘ ',' • RECEIVED BY CITY MANAGER 9 b\r* PRINT: 74 5V 61- 6 SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PRINT: Todd Hannon SIGNATURE: PRINT Victoria Mendez SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CITY OF MIAMI OFFICE OF THE CITY ATTORNEY MEMORANDUM TO: Cristiane Lima, Procurement Contracting Officer, PRO Procurement - COM FROM: Pablo R. Velez, Assistant City Attorney DATE: February 28, 2020 RE: City of West Palm Beach and TransValue, Inc- Supplemental Agreement RFQ 18-19-Q300 Matter fp No.: 20-240 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 trnickens@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 20-240 Doc. No.: 1300929 CITY OF MIAMI OFFICE OF THE CITY ATTORNEY MEMORANDUM TO: Cristiane Luna, Procurement Contracting Officer, PRO Procurement - COM FROM: Pablo R. Velez, Assistant City Attorney DATE: February 26, 2020 RE: City of West Palm Beach and TransValue, Inc- Supplemental Agreement RFQ 18-19-Q300 Matter ID No.: 20-240 The above -referenced agreement has received initial approval from the Office of the City Attorney subject to the following: 1. Need City Commission approval. 2. Proper execution by the parties: (a) If a corporation (i) Corporate resolution (seal) (ii) Signature by authorized corporate officer attested to by corporate secretary (seal). (b) If not a corporation (i) Signature of two witnesses 3. Final review and approval by the Insurance Manager. 4. Final review and approval by the City Attorney. 5. Attachment of all the necessary exhibits (i.e. those exhibits referred to within the agreement), if any. XX 6. Revisions as noted. Suggested revisions below: • Add paragaph referring to Section 26, changing the proper venue for any suit concerning the Agreement from Palm Beach County to Miami -Dade County. • Update City Manager's name on pages 3 and 6. • With regard to Sales Director, Michael Rodrigues, please provide Corp. Reso. Enclosure(s) WHEN RETURNING THIS CONTRACT TO THIS OFFICE FOR FURTHER REVIEW, PLEASE IDENTIFY AS Matter ID No.: 20-240 Doc. No.: 1299252 Detail by Entity Name Page 1 of 3 Florida Department of State Drissoi'i of I ,7,7.0rg ( OP.RDirJif:j an official am? of Florida websii Department of State / Division of Corporations / Search Records / Detail By Document Number / DIVISION OF CORPORATIONS Detail by Entity Name Florida Profit Corporation TRANSVALUE, INC. Filing Information Document Number P93000012159 FEI/EIN Number 65-0393632 Date Filed 02/10/1993 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 01/20/2009 Event Effective Date NONE Principal Address 7421 N.W. 7TH STREET MIAMI, FL 33126 Changed: 12/05/2008 Mailing Address 7421 N.W. 7TH STREET MIAMI, FL 33126 Changed: 12/05/2008 Registered Agent Name & Address RODRIGUEZ, JESUS GABRIEL, C.E.O. 7421 N.W. 7 STREET Miami, FL 33126 Name Changed: 04/11/2016 Address Changed: 04/11/2016 Officer/Director Detail Name & Address Title PD RODRIGUEZ, JESUS JR. 7421 N.W. 7TH STREET MIAMI, FL 33126 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 1/3/2020 Detail by Entity Name Page 2 of 3 Title VPD RODRIGUEZ, JESUS SR. 7421 N.W. 7TH STREET MIAMI, FL 33126 Title VPD VALDES, ROLANDO 7421 N.W. 7TH STREET MIAMI, FL 33126 Annual Reports Report Year Filed Date 2018 02/07/2018 2018 09/18/2018 2019 04/10/2019 Document Images 04/10/2019 — ANNUAL REPORT 09/18/2018 — AMENDED ANNUAL REPORT 02/07/2018 —ANNUAL REPORT 04/13/2017 — ANNUAL REPORT 04/11 /2016 -- ANNUAL REPORT 06/15/2015 — ANNUAL REPORT 04/09/2014 — ANNUAL REPORT 04/10/2013 — ANNUAL REPORT 04/04/2012 —ANNUAL REPORT 01126/2011 -- ANNUAL REPORT 01/08/2010 — ANNUAL REPORT 03/13/2009 — ANNUAL REPORT 01/20/2009 — Amendment 12/05/2008 — ANNUAL REPORT 07/03/2008 — ANNUAL REPORT 06/11/2007 — ANNUAL REPORT 03/30/2006 — ANNUAL REPORT 03/06/2006 — ANNUAL REPORT 09/28/2005 — ANNUAL REPORT 02/23/2005 — ANNUAL REPORT 02/11/2004 — ANNUAL REPORT 01/29/2003 —ANNUAL REPORT 03/09/2001 — ANNUAL REPORT 01/19/2000 — ANNUAL REPORT 03/17/1999 — ANNUAL REPORT 01/30/1998 —ANNUAL REPORT 01/30/1997 — ANNUAL REPORT 05/16/1996 —ANNUAL REPORT 05/01/1995 — ANNUAL REPORT 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 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 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 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 1/3/2020 !Iit of AEliaxrrt ANNIE PEREZ, CPPO EMILIO T. GONZALEZ, PH.D. Chief Procurement Officer City Manager CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO SERVICES AGREEMENT RFQ 18-19-Q300 BETWEEN CITY OF WEST PALM BEACH AND TRANSVALUE, INC. The City of Miami, a Florida municipal corporation ("City"), is accessing the Services Agreement No. RFQ 18-19-Q300 between the City of West Palm Beach, ("West Palm Beach") and TransValue, Inc, a Florida profit corporation ("TransValue"), made and entered effective as of May 23, 2019, attached hereto as Exhibit "A" and incorporated herein by reference ("Contract"), for the provision of armored car services ("Services"). This is a Supplemental Agreement to the Contract, inclusive of applicable City legal requirements and language for use by the City's Departments ("Agreement"). The term of the Contract is from May 23, 2019 to May 23, 2022, with one (1) optional two (2) year renewal period. The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) This Agreement; and (2) Contract. Pursuant to this Agreement, the effective date of Contract access by the City is Ku-C.X1 (2- , 2020. 1) The word "West Palm Beach" shall be stricken and replaced hereby with the phrase/word "City of Miami" or "City" throughout the Contract. 2) The word "Palm Beach County" shall be stricken and replaced hereby with the phrase/word "Miami Dade County" or "Dade County" throughout the Contract. 3) TransValue, Inc's Responsibilities: A. TransValue has agreed to furnish the services to the City as further described in the Contract. B. TransValue shall provide the services to the City in an amount equal to the costs identified in the Contract. C. TransValue responsibilities will commence on the effective date of this Agreement. 4) The following language is hereby added to Section 10.4, of the Agreement, titled "Required Coverage": Cash In transit Coverage - Protecting against all risks of physical loss or damage to or destruction of property, bailee's or otherwise. Property insured should include, but not limited to coin and paper money, bank notes, signed or unsigned, certificates of deposit, money orders, cheques, draft notes, papers of values, and other related securities or valuable merchandise. Coverage should be both in transit and at rest with limits of $100,000,000 each and every loss. City of Miami should appear listed as Toss payee. 5) Section 11 of the Agreement, titled "Indemnity" is hereby deleted in its entirety and replaced with the following language: TransValue shall indemnify, defend (at its own cost), and hold the City, its officers, agents, directors, and employees harmless against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the services, even if it is alleged that the City, its officers, agents, directors, and employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, TransValue shall, upon written notice from the City, resist and defend (at its own cost) such action or proceeding by counsel satisfactory to the City. TransValue expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by TransValue shall in no way limit the responsibility to indemnify, defend and save the City, its officers, agents, directors, and employees harmless as herein provided. The indemnification provided above shall obligate TransValue to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by TransValue, or persons employed or utilized by TransValue. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. TransValue 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. TransValue 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 TransValue in which the City participated either through review or concurrence of TransValue actions. In reviewing, approving or rejecting any submissions by TransValue or other acts of TransValue the City, in no way, assumes or shares any responsibility or liability of TransValue or sub -contractors under this Agreement. 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 TransValue. 6) Section 12.5 of the Agreement, titled "Survival" is hereby added with the following language: 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. 7) Section 13 of the Agreement, titled "Notices" is hereby deleted in its entirety and replaced with the following language: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery of by registered or certified 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., Notibekshall 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. Page 2, TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 TO TRANSVALUE: TransValue, Inc. 7421 NW 7th Street Miami, FL 33126 Attn.: Michael Rodrigues 8) The following language is hereby added to Section 14 of the Agreement titled "Taxes: The City is exempt from any taxes imposed by the State and/or Federal Government. 9) Section 15.2 of the Agreement, titled "Conflict of Interest" is hereby deleted in its entirety and replaced with the following language: Pursuant to City Code Section 2-611, as amended, regarding conflicts of interest, TransValue hereby certifies to the City that no individual member of TransValue, no employee, and no subcontractors under this Agreement or any immediate family member of any of the same is also a member of any board, commission, or agency of the City. TransValue hereby represents and warrants to the City that throughout the term of this Agreement, TransValue, its employees, and its subcontractors will abide by this prohibition of the City Code. 10) Section 19 of the Agreement, titled "Force Maieure" is hereby deleted in its entirety and replaced with the following language: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in Page 3 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. 11) Section 23 of the Agreement, titled "Public Records Law" is hereby deleted in its entirety and replaced with the following language: TransValue hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and TransValue agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. TransValue's failure or refusal to comply with the provisions of this section shall result in immediate termination of TransValue by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, TransValue shall comply with the Florida Public Records Laws, specifically TransValue shall: 1) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119 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. 4) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of TransValue upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically shall be provided to the City in a format compatible with the information technology systems of the public agency. Should TransValue determine to dispute any public access provision required by Florida Statutes, then TransValue shall do so at its own expense and at no cost to the City. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE VENDOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 12) The following language is hereby added to Section 33 of the Agreement, titled "Availability of Funds": Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws, City programs or policies, or regulations, upon thirty (30) days written notice. 13) Section 24.4 of the Agreement, tilted "No Third -Party Beneficiary" is hereby added with the following language: No persons other than TransValue and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. Page 4 14) Section 24.5 of the Agreement, titled "Use of Name% is hereby added with the following language: TransValue understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. TransValue is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. TransValue 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. 15) Section 31 of the Agreement, titled "Right to Audit" is hereby deleted in its entirety and replaced with the following language: The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being incorporated by reference herein and additionally apply to this Agreement. 16) Section 38 of the Agreement, titled "City Not Liable for Delays", is hereby added with the following language: TransValue hereby understands and agrees that in no event shall the City be liable for, or responsible to TransValue 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. 17) Section 39 of the Agreement, titled "Counterparts", is hereby added with the following language: This Agreement may be executed in three or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same Agreement. Page 5 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. Title: 00\ivi--ied i&p/ CARMEN IRENE ALONSO MY COMMISSION # FF 957236 EXPIRES: March 31, 2020 ?,;oR ViaBonded Thru Notary Public Underwriters ATTEST: By: Todd B. H City Clerk APPROVED AS • LEGA ORM AND CORRECT By: "TRANSVALUE" TransValue, Inc., a Florida profit corporation Michael Rodrigues Sales Director "CITY" CITY OF MIAMI, a Florida municipal corporation ArthurVNoriega V City Manager APPROVED A REQUIREM y� OIN RA C TS: Anne M. ie Sha pe, Director Risk M. agem: nt Page 6