HomeMy WebLinkAboutPre-LegislationFile Number: 13-00646
Final Action Date: 6/27/2013
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI
("CITY") AND KENT SECURITY SERVICES, INC., IN SUBSTANTIALLY THE
ATTACHED FORM, THEREBY INCREASING THE ANNUAL CONTRACT CAPACITY
FROM AN AMOUNT NOT TO EXCEED $350,000, TO AN AMOUNT NOT TO
EXCEED $1,050,000, TO BE MORE IN LINE WITH HISTORICAL USAGE AND
ANTICIPATED FUTURE EXPENDITURES, AS STATED HEREIN, FOR SECURITY
GUARD SERVICES CITYWIDE.
WHEREAS, the current Professional Services Agreement ("Agreement") between the City of Miami
("City") and Kent Security Services, Inc., for security guard services Citywide limits annual
compensation in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000); and
WHEREAS, the City's average six (6) year historical expenditures for security guard services
Citywide are approximately -One Million Four Hundred Ninety -Nine Thousand Dollars ($1,499,000); and
WHEREAS, Kent Security Services, Inc.'s annual contract price proposal, based on the City's
projected annual usage, is Seven Hundred Seventy -Five Thousand One Hundred Thirty -Five Dollars
($775,135); and
WHEREAS, in order for the Agreement to be administered in an effective manner on a Citywide,
as -needed contractual basis, it is necessary to increase the annual contract capacity from Three
Hundred Fifty Thousand Dollars ($350,000) to One Million Fifty Thousand Dollars ($1,050,000), in
consideration of the City's historical usage, projected annual usage, and potential additional or new
work assignments and locations as may be identified in the future;
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 fully set forth in this Section.
Section 2. The City Manager is authorized{1) to execute Amendment No. 1 to the Agreement,
between the City and Kent Security Services, Inc, in substantially the attached form, thereby
increasing the annual contract capacity amount from an amount not to exceed $350,000 to an amount
not to exceed $1,050,000, to be more in line with historical and anticipated future expenditures for
security guard services Citywide.
Section 3. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
City of Mia ttti Page 1 of 2 File Id. 13-00646 (Version: 2) Printed Ort: 319/2016
City of Miami
City Hall
3500 Pan American
�
Drive
3Me� i�« ii
Legislation
Miami FL 33133
www.miamigov.com
Resolution: R-13-0244
File Number: 13-00646
Final Action Date: 6/27/2013
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI
("CITY") AND KENT SECURITY SERVICES, INC., IN SUBSTANTIALLY THE
ATTACHED FORM, THEREBY INCREASING THE ANNUAL CONTRACT CAPACITY
FROM AN AMOUNT NOT TO EXCEED $350,000, TO AN AMOUNT NOT TO
EXCEED $1,050,000, TO BE MORE IN LINE WITH HISTORICAL USAGE AND
ANTICIPATED FUTURE EXPENDITURES, AS STATED HEREIN, FOR SECURITY
GUARD SERVICES CITYWIDE.
WHEREAS, the current Professional Services Agreement ("Agreement") between the City of Miami
("City") and Kent Security Services, Inc., for security guard services Citywide limits annual
compensation in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000); and
WHEREAS, the City's average six (6) year historical expenditures for security guard services
Citywide are approximately -One Million Four Hundred Ninety -Nine Thousand Dollars ($1,499,000); and
WHEREAS, Kent Security Services, Inc.'s annual contract price proposal, based on the City's
projected annual usage, is Seven Hundred Seventy -Five Thousand One Hundred Thirty -Five Dollars
($775,135); and
WHEREAS, in order for the Agreement to be administered in an effective manner on a Citywide,
as -needed contractual basis, it is necessary to increase the annual contract capacity from Three
Hundred Fifty Thousand Dollars ($350,000) to One Million Fifty Thousand Dollars ($1,050,000), in
consideration of the City's historical usage, projected annual usage, and potential additional or new
work assignments and locations as may be identified in the future;
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 fully set forth in this Section.
Section 2. The City Manager is authorized{1) to execute Amendment No. 1 to the Agreement,
between the City and Kent Security Services, Inc, in substantially the attached form, thereby
increasing the annual contract capacity amount from an amount not to exceed $350,000 to an amount
not to exceed $1,050,000, to be more in line with historical and anticipated future expenditures for
security guard services Citywide.
Section 3. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
City of Mia ttti Page 1 of 2 File Id. 13-00646 (Version: 2) Printed Ort: 319/2016
File Number; 13-00646
Footnotes:
Enactment Number: R-13-0244
{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 Code provisions.
{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.
City of Mland Page 2 of 2 File Id: 13-00646 (Version.: 2) Printed On: 31912016
AMENDMENT #1
TO THE
PROFESSIONAL SERVICES AGREEMENT
This Amendment #1 to the Professional Services Agreement dated April 22, 2013 (the
"Agreement"), by and between the City of Miami, a municipal corporation of the State of Florida, (the
"CITY") and Kent Security Services, Inc., a corporation organized and existing under the laws of the
State of Florida ("Provider"), is entered into this day of , 2013. The
Agreement is hereby amended as follows:
TERMS
1, COMPENSATION payable under the Agreement is hereby revised as follows:
A. City agrees and hereby contracts to pay Kent Security the fees and/or premiums in
accordance with the price proposal provisions of Exhibit B and any additional fees set expressly
forth below iii this Section II (collectively, the "Fees"). In no event shall total cumulative annual
compensation under this Agreement exceed One Million Fifty Thousand Dollars
($1,050,000.00)T-1 _ Hundred Fift-,4-Iffeusand D,11,,,
2. EXHIBIT B
Contract Hourly Rates:
Security Guard, Level I: $10,61 (Base Hourly Rate to Security Guard) x Marginal Mark-up Multiplier: 1,44
Adjusted Contract Hourly Rate: $15,28
Security Guard, Level II: $10.61 (Base Hourly Rate to Security Guard) x Marginal Mark-up Multiplier:
1.44 = Adjusted Contract Hourly Rate: $15.28
Security Guard, Level Ill: $15,00 (Base Hourly Rate to Security Guard) x Marginal Mark-up Multiplier:
1,31= Adjusted Contract Hourly Rate: $19,67
In no event shall total cumulative annual compensation under this Agreement exceed Oise
Million Fifty Thousand Dollars ($1,050,000.0 nThfee Hundred Fi€t3, ThOUsand-De4ars
($350,00-.00).
1
3. Except as provided in this Amendment No. 1, all terms and conditions set forth in the Agreement
remain in operative farce and effect,
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:
Todd Hannon
City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
Julie 0. Bru
City Attorney
ATTEST:
Print Name:
Title: Corporate Secretary
2
46CiW9
CITY OF MIAMI FLORIDA
Johnny Martinez, P.E.
City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Calvin Ellis, Director
Risk Management
"Provider"
Kent Security Services, Inc.
Print Name:
Title:
s
City of Miami
s,
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Legislation
Resolution: R-13-0142
File Number: 12-00735
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
Final Action Date: 4/11/2013
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER APPROVING
THE FINDINGS OF THE EVALUATION SELECTION COMMITTEE, PURSUANT TO
REQUEST FOR PROPOSALS ("RFP") NO. 295279, THAT KENT SECURITY
SERVICES, INC., IS THE HIGHEST RANKED FIRM FOR THE PROVISION OF
SECURITY GUARD SERVICES CITYWIDE; AUTHORIZING THE CITY MANAGER,
AFTER CONSULTATION WITH THE CITY ATTORNEY, TO NEGOTIATE AND
EXECUTE A PROFESSIONAL SERVICES AGREEMENT ("PSA"), IN
SUBSTANTIALLY THE ATTACHED FORM, FOR A PERIOD OF THREE (3) YEARS,
WITH OPTIONS TO RENEW FOR THREE (3) ADDITIONAL (1) YEAR PERIODS
SUBJECT TO CITY COMMISSION APPROVAL; ALLOCATING FUNDS FROM THE
VARIOUS SOURCES OF FUNDS CITYWIDE, SUBJECT TO THE AVAILABILITY OF
FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING
THE CITY MANAGER, SHOULD NEGOTIATIONS FAIL WITH THE HIGHEST
RANKED FIRM, TO NEGOTIATE AND EXECUTE A PSA WITH THE SECOND
HIGHEST RANKED FIRM OF SECURITY ALLIANCE, LLC; FURTHER
AUTHORIZING THE CITY MANAGER, SHOULD NEGOTIATIONS FAIL WITH THE
SECOND HIGHEST RANKED FIRM, TO NEGOTIATE AND EXECUTE A PSA WITH
THE THIRD HIGHEST RANKED FIRM OF P.G. SECURITY, INC. D/B/A/ PLATINUM
GROUP SECURITY; FURTHER AUTHORIZING THE CITY MANAGER, SHOULD
NEGOTIATIONS FAIL WITH THE THIRD HIGHEST RANKED FIRM, TO REJECT
ALL PROPOSALS AND ISSUE A NEW RFP SOLICITATION.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recommendation of the City Manager approving the findings of the Evaluation
Selection Committee, pursuant to Request for Proposals ("RFP") No. 295279, that Kent Security
Services, Inc., is the highest ranked firm for the provision of Security Guard Services Citywide, is
accepted.
Section 2. The City Manager is authorized {1}, after consultation with the City Attorney, to
negotiate and execute a Professional Services Agreement ("PSA"), in substantially the attached form,
for a period of three (3) years, with options to renew for three (3) additional one (1) year periods,
subject to City Commission approval, with funds allocated from the various sources of funds Citywide,
subject to the availability of funds and budgetary approval at the time of need.
Section 3. Should negotiations fail with the highest ranked firm, the City Manager is authorized
{1) to negotiate and execute a PSA with the second highest ranked firm of Security Alliance, LLC, for a
period of three (3) years, with options to renew for three (3) additional one (1) year periods, subject to
City Commission approval, with funds allocated from the various sources of funds Citywide, subject to
the availability of funds and budgetary approval at the time of need.
Section 4. Should negotiations fail with the second highest ranked firm, the City Manager is
City of Miami Page 1 of 2 File Int: 12-00735 (Version.: 2) Printed On: 3/4/2016
File Number: 12-00735 Enactment Number: R-13-0142
further authorized {1} to negotiate and execute a PSA with the third highest ranked firm of P.G.
Security, Inc. d/b/a Platinum Group Security, for a period of three (3) years, with options to renew for
three (3) additional one (1) year periods, subject to City Commission approval, with funds allocated
from the various sources of funds Citywide, subject to the availability of funds and budgetary approval
at the time of need.
Section 5. Should negotiations fail with the third highest ranked firm, the City Manager further
is authorized to {1) to reject all proposals and issue a new RFP solicitation.
Section 6. This Resolution shall become effective immediately upon its adoption and signature
of the Mayor. {2}
Footnotes:
{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 Code provisions.
{2) If the Mayor does not sign this Resolution, it shall become effective at the end of ten 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.
City of Mia nii Page 2 of 2 file Id: 12-00735 (version, 2) Printed On.: 3/4/2016
5(,t, k? ► Jew)
PROFESSIONAL SERVICES AGREEMENT BETWEEN
KENT SECURITY SERVICES, INC., AND
THE CITY OF MIAMI, FLORIDA
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and
entered into this day of , 2013, with an effective date of
April 22, 2013 (the "Effective Date"), by and between City of Miami ("City"), a municipal
corporation organized and existing under and by virtue of the laws of the State of Florida, 444
SW 2nd Avenue, Miami, Florida 33130-1910, and 'Kent Security Services, Inc, ("Kent
Security"), 14600 Biscayne Boulevard, North Miami, Florida 33181,
WHEREAS, the City has issued Request for Proposals No, 295279, including all addenda
thereto (collectively, "RFP", Exhibit "A") for the provision of Security Guard Services Citywide
("Services") and Provider's proposal ("Proposal", Exhibit "B"), in response thereto, has been
selected as the most qualified proposal for the provision of the Services. The RFP and the
Proposal are by this reference incorporated into and made a part of this Agreement and a part of
any extensions hereof. In the event of an express conflict between the RFP and/or the Proposal
,and this Agreement, this Agreement shall govern over the RFP, and the RFP shall govern over
the Proposal; and
WHEREAS, the City desires to enter into this Agreement with Kent Security and Kent
Security agrees to accept employment under the terms and conditions set forth herein; and
WHEREAS, the Commission of the City of Miami, by Resolution No, 13-0142, adopted
as modified on April 11, 2013 (attached hereto and by this reference made a part of this
Agreement and of any extensions hereof), approved the selection of Kent Security and
authorized the City Manager to negotiate and execute an agreement, under the terms and
conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties hereto
understood and agree as follows,
SECTION I
SERVICES
A. City agrees to engage Kent Security to provide the Services, and. Kent Security
agrees to provide to City the Services, each pursuant to the terms and conditions set forth herein
Exhibit "A", Section 3,0, Speciflcations/Scope of Work.
B. Dent Security may delegate the provision of certain services to third party
providers who meet the requirements of this. Agreement applicable to Kent, provided that Kent
Security shall use • reasonable due diligence to determine such other service providers are
qualified with respect to the function that the other service providers are to perform. Such
delegation shall not relieve Kent Security of its duty.
SECTION II
COMPENSATION
A, City agrees and hereby contracts to pay Kent Security the fees and/or premiums in
accordance with the price proposal provisions of Exhibit B and any additional fees set expressly
forth below in this Section II (collectively, the "Fees"). In no event shall total cumulative annual
compensation under this Agreement exceed Three Hundred Fifty Thousand Dollars
($350,000,00),
The Pees are payable on or about the first day of the calendar month (by way of
example, the calendar month of January fees are on or about January 1), All Dent Security
invoices shall be proper invoices as that term is defined by Florida's Local Government Prompt
Payment Act, Florida Statutes, §218.70 to §218,79, Florida Statutes, as amended, are due and
payable upon receipt, and any undisputed amounts which remain unpaid after forty five (45)
days shall accrue interest at a rate of one percent (1%) per month or twelve (12%) percent per
annum until paid, In order to dispute an invoice, City must provide Kent Security with written
notice of the reasons for such dispute within forty five (45) days of receipt of the invoice or such
amounts may be deemed owed as a rebuttable presumption, if so provided in such invoice. Kent
Security understands and agrees that Dent Security shall be solely responsible for its employees,
agents, and subcontractors and the City shall not be responsible nor liable for any payments to or
amounts due to Kent Security's employees, agents, or subcontractors for their respective services
provided hereunder this Agreement and any extensions hereof,
SECTION III
MISCELLANEOUS
A., Term. This Agreement shall remain in effect for a term of three (3) years commencing
on the Effective date, unless it is earlier terminated or cancelled for Cause or for Convenience as
provided in this Agreement, with an option to be exercised by the City Commission to renew for
three (3) additional terms of one (1) year each on these sarne terms and conditions, The City
Manager shall give Kent notice of the City's intention to renew no less than thirty (30) days prior
to the expiration of the then current term by giving Kent Security written notice as provided in
Subjection H, Notices, The total term, if all renewals are exercised, cannot exceed six (6) years,
Unless renewed, this Agreement will automatically end three (3) years from its date of
Execution, which is the Effective Date, without the necessity of any action by either party,
Written notice of termination may be made at least thirty (30) days prior to termination without
cause, Upon termination of this Agreement and expiration of any applicable notice period, the
parties hereto shall have no further liability or obligation except as explicitly provided for
hereunder as surviving termination of this Agreement, Additionally, the City Manager reserves
the right to automatically extend this contract for up to one hundred twenty (120) calendar days
beyond the stated contract term in order to provide the City departments with continual service
and supplies while a new contract is being solicited, evaluated, and/or awarded, If the right is
exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract
at the same price, terms and conditions for a specific number of days, Additional extensions,
2
over the first one hundred twenty (120) day extension may occur, if, the City and the Successful
Bidder/Proposer are in mutual agreement of such extensions,
B, Cancellation For Convenience, The City Manager shall also have the right to terminate
this Agreement by giving Kent Security at least thirty (30) business days' prior written notice,
upon unavailability of funds, or if City determines, in its sole discretion, for any reason or for its
convenience, that continuation of the services are no longer in the best interest of City. In the
event of termination by City, City shall pay Dent Security compensation for services rendered
and expenses incurred prior to the effective date of termination, In no event shall City be liable
for any additional compensation, other than that provided herein, or for any consequential or
incidental damages. Dent Security shall have no recourse against the City for a cancellation for
convenience other than adherence to this Section,
C, Monies Owed Upon Agreemorit Termination, Any undisputed monies clue under the
express terms of this Agreement at the time of termination shall be paid in full within forty five
(45) days thereafter,
D. indemnification, Dent Security shall save, protect, release, reimburse, indemnify,
defend and hold harmless the City and its officials, employees and agents (collectively referred
to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages,
claims, expenses, fees (including attorney's fees) or liabilities (collectively referred to as
"Liabilities") by reason of any injury to or death of any person or damage to or destruction or
loss of any property arising out of, resulting from, or in connection with ; (i) the performance or
non-performance of the services contemplated by this Agreement which is or is alleged to be
directly or indirectly caused, in whole or in part, by any act, omission, default or negligence
(whether active or passive) of Dent Security or its employees, agents, or (ii) the failure of Kent
Security to comply with any of the paragraphs herein or the failure of Kent Security to conform
to statutes, ordinances, or other regulations or requirements of any governmental authority,
federal or state, in connection with the performance of this Agreement and any
amendments/extensions hereof. Kent Security shall protect and defend the Client, its officials
and/or 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 Indemnitees, its
officials and/or employees were negligent. Kent Security expressly agrees to indemnify and hold
harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted
by an employee or former employee of Kent Security, as provided above, for which Dent
Security liability to such employee or former employee would otherwise be limited to payments
under state Workers' Compensation or similar laws. Further, in the event that there is litigation
or arbitration, each party shall_ bear its own fees, Kent Security warrants that there has been no
violation of copyright, trademark, or patent or similar rights in manufacturing, producing,
modifying, assembling, distributing or selling the programs, services, data and goods shipped or
ordered and Kent Security agrees to hold the Indemnitees harmless and indemnify the
Indemnitees from any and all liability, loss or expense occasioned by any such violation, This
Hold Harmless and Indemnity shall be binding upon Kent Security and its delegates, heirs,
successors and assigns and shall survive the cancellation or expiration of the Agreement, Kent
Security freely and voluntarily signs this indemnity, The provisions of this Subsection. D shall
survive any termination or expiration of this Agreement.
Additionally, Kent Security covenants not to sue the Indemnitees, its officials or employees in
any action or proceeding arising out of this Hold Harmless and Indemnity,
E, Security of Personal Health Information, Dent Security and City will be
responsible for compliance of all provisions of the HIPAA Security Rule (45 CRR. 164.302 -
318) (the "Security Rule"), .Dent Security and City will identify and implement effective and
appropriate administrative, physical and technical safeguards to protect the confidentiality,
integrity and availability of electronic protected information,
Kent Security and City will conform to all standards in the Security Rule requiring
implementation of policies and procedures to prevent, detect, and contain any correct security
violations (45 CER, 164,308(a)(1)) including but not limited to;
1. Designing appropriate screening processes,
I Identifying what data backup and how.
3, Deciding whether and how to use encryption.
4. Addressing what data must be authenticated in partieular situations to protect data
integrity,
5, Determining the appropriate manner of protecting information transmissions,
F. Confidentiality, Any information that is acquired by .Kent Security in carrying out its
duties under this Agreement, which had not become public information including information
regarding City; shall be kept conlidential except as required by any law or court order, including
any subpoena, Kent Security will not disclose or permit the disclosure of any confidential
information to anyone other than City, its counsel, or persons designated by them or their
counsel, Kent Security shall immediately notify City of any court order or subpoena requiring
disclosure of confidential information, and shall appeal or challenge such order or subpoena prior
to disclosure in accordance with such directions as City may issue and at City's expense
(employing counsel selected by City) and shall cooperate with City to appeal or challenge any
orders or subpoena requiring disclosure of confidential information. Upon termination of this
Agreement and upon receipt of a. written request from City, all confidential information delivered
to Kent Security by City in Kent Security's possession relating hereto shall be turned over to
City. Kent Security will take reasonable measures to avoid any unintentional or inadvertent
disclosure of any confidential information to any unauthorized person by any of its employees,
agents, or representatives, Likewise, to the extent allowed by Florida Law, including the Public
Records Act, Chapter 119, Florida Statutes, as amended, City agrees to keep confidential in all
manners and not publish, dispense or use in any way or by any paeans, other than for internal
City business, any of Kent Security's work product, City will take reasonable measures to avoid
any unintentional or inadvertent disclosure of any of Kent Security's work product to any
unauthorized person by any of its employees, agents, or representatives, Kent Security
understands and agrees that the City is subject to the Public Records Act malting many
documents it maintains in its course of business open to public inspection and copying unless
such documents arc exempted by law from public inspection and copying,
0
The provisions of this Subsection G shall survive any termination or expiration of this
Agreement.
G. Governing Law/Venue. The laws of the State of Florida shall govern the validity of
the Agreement, the construction of its terms and the interpretation of the rights and duties of the
parties, The venue of any litigation field for the purpose of seeking enforcement, claiming
breach or default, or interpretation of any part of this Agreement shall lie exclusively within
Miami -Dade County, Florida. Each party shall bear its own attorney's fees,
H. Notices, All notices or other communications which shall or may be given pursuant
to this Agreement shall be in writing and shall be delivered by personal service, or by registered
mail, return receipt requested, postage prepaid and addressed to the other party at the address
indicated herein or as the same may be changed from time to time. Such notice shall be deemed
given on the day on which personally served; or if by mail, on the fifth day after being posted or
the date of actual receipt, whichever is earlier.
CITY
Johnny Martinez, P.E, City Manager
City of Miami
444 SW 2" d Ave, 10`x' floor
Miami, Florida 33130-1910
VENDOR
Gil Neuman, Chief Executive
Officer
Kent Security Services, Inc.
14600 Biscayne Boulevard
North Miami, Florida 33181
I. Failure to Perform, Neither party shall be liable for failure or delay in performing
obligations set forth in this Agreement, and neither party shall be deemed in breach of its
obligations, if such failure to delay is due to national disasters, strike, loch -out, or other industrial
or transportation disturbances, law, regulation or ordinance, or any causes reasonably beyond the
control of such party.
J, Successors and Assigas, This Agreement shall be binding upon the parties herein,
their heirs, executors, legal representatives, successors and assigns.
K. Independent Contractor. Kent Security, its employees, agents or representatives, shall
be deemed to be independent contractors and not agents or employees of the City and shall not
attain any rights or benefits under the civil service or pension ordinances of the City, or any
rights generally afforded classified or unclassified employees. Kent Security, its employees,
agents or representatives, shall not be entitled to Florida Workers' Compensation benefits as an
employee of the City.
L. Entire A reenaei�. This Agreement and its attachments and exhibits constitute the sole
and only Agreement of the parties and accurately set forth the rights, duties, and obligations of
each to the other. Any prior Agreements, promises, negotiations, or representations not
expressly set forth in this Agreement are of no force and effect.
M. Amendments. No amendments to this Agreement shall be binding on either party
unless in writing and signed by both parties.
N, Captions and Headings, Captions, title and paragraph headings are for convenient
reference and are not a part of this Agreement, Such captions, title or paragraph headings shall
not be deemed in any wanner to modify, explain, enlarge or restrict any of the provisions
contained in this Agreement,
O, Waiver. 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,
P. Severability, Should any provisions, paragraph, sentence, work or phrase contained in
this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unenforceable under the laws of the United States, State of Florida, Miami -)fade
County, or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be
deemed modified to the extent necessary in order to conform with such laws, or if not modifiable
to conform with such laws, then 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,
Q Third Party Beneficiary. Kent Security and the City agree that it is not intended that
any provision of this Agreement establishes a third party beneficiary giving or allowing any
claim or right of action whatsoever by any third party under this Agreement,
AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
Kent Security agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and records of Kent Security 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 five (S) years following
the date of final payment by the City to Kent Security under this Agreement, audit and inspect,
or cause to be audited and inspected, those books, documents, papers, and records of Kent
Security which are related to Kent Security's performance under this Agreement. Kent Security
agrees to maintain any and all such books, documents, papers, and records at its principal place
of business for a period of five (S) years after final payment is made under this Agreement and
all other pending matters are closed, Kent Security's failure to adhere to, or refuse to comply
with, this condition shall result in the immediate cancellation of this Agreement by the City,
AWARD OF AGREEMENT:
Kent Security represents 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 receipt of an award of this Agreement.
PUBLIC RECORDS:
A, Kent Security understands that the public shall have access, at all reasonable tinges, 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, Kent Security'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. Should Kent Security determine to dispute any public access provision required by
Florida Statutes, then Kent Security shall do so at its own expense and at no cost to the City,
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:.
Kent Security 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 Dent Security agree to comply with and observe all such applicable
federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended
from time to time,
Kent Security further agrees to include in all of Kent Security'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.
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 and/or change in regulations, upon thirty (30) days
written notice,
FORCE MAJEURE:
"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 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,
CITY NOT LIABLE FOR DELAYS:
Kent Security hereby understands and agrees that in no event shall the City be liable
for, or responsible to Dent Security 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,
USE OF NAME:
Kent Security understands and agrees that the City is not engaged in research for
advertising, sales promotion, or other publicity purposes. Kent Security 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 Kent Security 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,
NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, Kent Security hereby certifies to City that no individual member of Kent
Security, no employee, and no subcontractor 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.
Kent Security hereby represents and warrants to the City that throughout the term of this
Agreement, Dent Security, its employees and its subcontractors will abide by this prohibition of
the City Code,
NO THIRD -PARTY BENEFICIARY:
No persons other than the Dent Security and the City (and their successors and assigns)
shall have any rights whatsoever under this Agreement.
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,
TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND
WARRANTY;
Kent Security hereby certifies, represents and warrants to City that on the date of
Kent Security'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 Dent
Security under this Agreement are and will continue to be accurate, complete, and current, Kent
Security 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,
COUNTERPARTS:
This Agreement may be executed in three or more counterparts, cacti of which shall
constitute an original but all of which, when taken together, shall constitute one and the same
agreement,
[Remainder of page intentionally blank, Signature page follows,]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on this
day of , 2013, with an effective date of April 22, 2013,
C
By:
Attest:
Keret Security Services, Gil Neuman, Chief Executive Officer
City of Miami, City Manager, Johnny Martinez, P.E,, City Manager
Todd B. Hannon, City Clerk
Printed Name
Approved as to Legal Form;
Julia O. Bru, City Attorney
Approved by Risk Management:
By:
Calvin Ellis, Director of Risk Management
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EXHIBIT A
RFP 295279,2
Please see the attached Request for Proposals (RFP) 295279,2 for Security Guard Services
Citywide.
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