Resolution 2020-31444 DocuSign Envelope ID:5693270D-19E9-4EFO-AEF7-C15430F8F5FF
RESOLUTION NO. 2020-31444
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE THE
PROFESSIONAL SERVICE AGREEMENTS WITH (1) FPI
SECURITY SERVICES, INC., AND (2) SECURITY
ALLIANCE LLC, PURSUANT TO REQUEST FOR
PROPOSALS (RFP) NO. 2020-007-JC, FOR SECURITY
OFFICER SERVICES.
WHEREAS, the City utilizes security officer services in order to create a daily visible
presence of security personnel, provide assistance to citizens and visitors, provide assistance
to law enforcement through deterrence (observe and report suspected criminal activity), and to
safeguard City property; and
WHEREAS, since April 2016, the City's security officer services contractor has been
G4S Secure Solutions (USA), Inc; and
WHEREAS, the current contract will expire on March 31, 2020; and
WHEREAS, in anticipation of the expiring contract, on October 16, 2019, the Mayor and
City Commission approved the issuance of Request for Proposals (RFP) No. 2020-007-JC, for
Security Officer Services ("the RFP"); and
WHEREAS, in addition to the daily security officer services, the City relies on security
officers to fulfill personnel staffing needs during special events throughout the year, including
Spring Break, Memorial Day Weekend, Fourth of July, and Art Basel; and
WHEREAS, therefore, the RFP contemplates a group for daily security officer services,
and a second group for special events and emergency services, to allow for better contingency
staffing options during high-demand periods and/or events; and
WHEREAS, on October 16, 2019, the RFP was issued and advertised with an opening
date of November 15, 2019; and
WHEREAS, a non-mandatory pre-proposal meeting was held on October 23, 2019; and
WHEREAS, on December 9, 2019, the City received a total of seven (7) proposals, all of
which were deemed to be responsive; and
WHEREAS, on January 9, 2020, the City Manager appointed the Evaluation Committee
("the Committee") via Letter to Commission (LTC)#017-2020; and
WHEREAS, the Committee convened on January 16, 2020, to review and score the
responsive proposals received; and
DocuSign Envelope ID:5693270D-19E9-4EFO-AEF7-C15430F8F5FF
WHEREAS, the Committee was instructed to score and rank each proposal pursuant to
the evaluation criteria established in the RFP; and
WHEREAS, the Committee's evaluation process, including qualitative and quantitative
factors, resulted in the following order of ranking:
1st— FPI Security Services, Inc. (TIED);
1st—Security Alliance, LLC (TIED);
3rd —Kent Security Services;
4th—G4S Secure Solutions (USA), Inc.;
5th —American Guard Services;
6th— DECO International Security Corporation;
7th—Centurion Security Group, LLC; and
WHEREAS, after reviewing the results of the Evaluation Committee process, and the
proposals received, and considering the input provided by the Miami Beach Police Department,
the City Manager exercised his due diligence and recommended that the Mayor and City
Commission authorize the Administration to award co-primary contracts to 1) FPI Security
Services, Inc., and 2) Security Alliance, LLC, the tied, top ranked proposers; and
WHEREAS, on July 29, 2020, upon considering both the qualitative and quantitative
factors, the City Manager recommended that the Mayor and City Commission approve the
Resolution authorizing the award of contracts to FPI Security Services, Inc., and Security
Alliance LLC, the tied top-ranked proposers, as co-primary contractors; and further, authorize
the Mayor and City Clerk to execute the agreements; and
WHEREAS, on July 29, 2020, pursuant to Resolution 2020-31331, the Mayor and City
Commission accepted the City Manager's recommendation with the condition that the
Administration to bring the final negotiated contracts to the City Commission for final
consideration and approval; and
WHEREAS, as directed by the City Commission, the Administration conducted
negotiations with both firms relative to contract terms, scope of work, and pricing; upon
successful negotiations the Administration has finalized the agreements for City Commission
approval; and
WHEREAS, the City Manager recommends that the Mayor and City Commission hereby
approve the Professional Services Agreements with (1) FPI Security Services, Inc.; and (2)
Security Alliance LLC, pursuant to Request for Proposals (RFP) 2020-007-JC, for Security
Officer Services (with said Agreements incorporated herein by reference and attached hereto as
Exhibit"A").
DocuSign Envelope ID:5893270D-19E9-4EFO-AEF7-C15430F8F5FF
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and authorize the Mayor and City Clerk to execute the
professional service agreement with (1) FPI Security Services, Inc., and (2) Security Alliance
LLC, pursuant to Request for Proposals (RFP) No. 2020-007-JC, for Security Officer Services.
PASSED AND ADOPTED this /11 day of OCIO.he✓ 2020.
DAN GELBER, MAYOR
ATTEST:
74 V2-e ZSRRAFAEL E. GRAN , C/TY CLERK _=` '•• ,: i•C�t'
IhCORF:`.1 ORATED.'
;1/1i••. ----. •'VAS
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
1-- IGcg � Z,b
City Attorney Date
Agenda Item C 7 L-
DocuSign Envelope ID:5893270D-19E9-4EFO-AEF7-C15430F8F5FF Date ic-I
MIAMIBEACH
COMMISSION MEMORANDUM
To: Honorable Mayor and Members of the City Commission
From: Jimmy L. Morales, City Manager by:
Date: October 14, 2020 iiKovy A/Watt-5
'-28CA18194070496...
Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE PROFESSIONAL SERVICE AGREEMENTS WITH (1)
FPI SECURITY SERVICES, INC., AND (2) SECURITY ALLIANCE LLC, PURSUANT
TO REQUEST FOR PROPOSALS (RFP) NO. 2020-007-JC, FOR SECURITY
OFFICER SERVICES.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission of the City of Miami Beach,
Florida approve the resolution authorizing the Mayor and City Clerk to execute the agreements
with FPI Security Services, Inc. and Security Alliance LLC, pursuant to RFP 2020-007-JC, for
Security Officer Services.
BACKGROUND/HISTORY
The City's current security officer services contractor is G4S Secure Solutions (USA), Inc. The
agreement for these services was executed in April 2016 and is valid until April 2021. In
anticipation of the expiring agreement, the City issued RFP 2015-007-JC, for security officer
services, which resulted in the receipt of seven proposals. The evaluation committee appointed
by the City Manager ranked the proposals as follows:
1st—FPI Security Services, Inc. (TIED)
1st—Security Alliance, LLC (TIED)
3rd—Kent Security Services
4th—G4S Secure Solutions(USA), Inc.
5th—American Guard Services
6th—DECO International Security Corporation
7th—Centurion Security Group, LLC
On July 29, 2020, upon considering both the qualifications and cost, the City Manager
recommended that the Mayor and City Commission approve his recommendation to award
contracts to FPI Security Services, Inc.,and Security Alliance LLC,the tied top-ranked proposers,
as co-primary contractors. The Mayor and City Commission approved the award of contracts to
FPI Security and Security Alliance and directed the Administration to return the negotiated
contracts to the City Commission for final approval. On September 16, 2020, a motion to
reconsider the award of contracts to the two firms was considered by the City Commission;
however, the motion failed.
DocuSign Envelope ID:5B93270D-19E9-4EFO-AEF7-C15430F8F5FF
2 Approve Contracts Pursuant to RFP 2020-007-JC for Security Officer Services
ANALYSIS
As directed by the City Commission, the Administration conducted negotiations with both firms
relative to contract terms, scope of work, and pricing. Currently, the City has an agreement with
G4S Security which expires in April 2021.As a result,following the execution of the new contracts,
security officer deployments will be divided between G4S, FPI and Security Alliance until April
2021. Doing so will give the Police Department an opportunity to work with FPI Security and
Security Alliance to assure that the new firms are well trained on City needs and there is a smooth
transition between the current contractor and the new firms. After the incumbent's contract ends
in April 2021,the Police Department will divide security officer deployments between FPI Security
and Security Alliance based on City needs.
As has been practice in other similar agreements and as directed by the City Commission, the
Administration has included language in the agreements that requires FPI and Security Alliance
to consider providing an opportunity for continued employment to employees of the current
contractor, based on each employee's individual qualifications.
With regard to pricing, the cost proposals initially submitted by FPI Security and Security Alliance
were fairly comparable to the City's pricing under the current contract, despite an approximate
9% increase in the CPI over the five years since the current contract was awarded.
Notwithstanding, staff has been able to secure additional pricing concessions from FPI Security
and Security Alliance which equates to approximately $33,000 and $36,000, respectively, in
annual savings when compared to the original proposals submitted by the firms. Final rates are
included in Exhibit A. In summary, assuming usage is equal to prior years, the City will not
experience a cost increase under the new agreement despite the CPI increase previously
referenced.
Finally, the Police Department has met with both FPI Security and Security Alliance and are
convinced both firms will perform well in delivering security services of the highest quality and
customer focus. Both firms have contracts for other public organizations and the references
verified have confirmed the same.
FINANCIAL INFORMATION
The costs associated with security officer services for the City of Miami Beach is subject to the
fund's availability approved through the City's budgeting process.
CONCLUSION
Based on staffs analysis, I recommend that the Mayor and City Commission approve the
Professional Services Agreements with (1) FPI Security Services, Inc.; and (2) Security Alliance
LLC, pursuant to Request for Proposals (RFP) 2020-007-JC, for Security Officer Services (with
said Agreements incorporated herein by reference and attached hereto as Exhibit"A").
os Ls.
Resolutions-C7 L
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 14,2020
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA PURSUANT TO REQUEST FOR
PROPOSALS (RFP) NO. 2020-007-JC, FOR SECURITY OFFICER
SERVICES; APPROVING THE AGREEMENTS WITH 1) FPI SECURITY
SERVICES, INC., AND 2) SECURITY ALLIANCE LLC; AND FURTHER,
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE
AGREEMENTS.
(ITEM TO BE SUBMITTED IN SUPPLEMENTAL)
Applicable Area
Citywide
Is this a "Residents Right Does this item utilize G.O.
to Know" item.pursuant to Bond Funds?
City Code Section 2-14?
No No
Strategic Connection
Neighborhoods - Prevent and solve crime for residents and visitors.
Legislative Tracking
Police/Procurement
ATTACHMENTS:
Description
❑ Draft Agreement- FPI
❑ Draft Agreement-Security Alliance
❑ Agreement Rates(Exhibit A of the Contract)
Page 325 of 1576
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
FPI SECURITY SERVICES, INC
FOR
SECURITY OFFICER SERVICES PURSUANT TO
RFP 2020-007-JC
This Professional Services Agreement("Agreement")is entered into this day of
, 2020, between the CITY OF MIAMI BEACH, FLORIDA,a municipal
corporation organized and existing under the laws of the State of Florida, having its principal offices
at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and FPI SECURITY
SERVICES, INC., a Florida corporation, whose address is 1771 N Flamingo Road, Pembroke
Pines, FL 33028 ("Contractor").
•
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including the Proposal
Documents as defined herein, and any exhibits and amendments to this
Agreement.
City Manager: The chief administrative officer of the City.
Contract Administrator: The Contract Administrator for the City shall be the City's Police
Department Assistant Chief, Paul Acosta.
Contractor: For the purposes of this Agreement, Contractor shall be deemed to
be an independent contractor, and not an agent or employee of the
City.
Services: All services,work and actions by the Contractor performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Contractor as compensation for Services.
Proposal Documents: Proposal Documents shall mean City of Miami Beach Request for
Proposals No. 2020-007-JC for Security Officer Services, together
with all amendments thereto, issued by the City in contemplation of
this Agreement (the "RFP"), and the Contractor's proposal in
response thereto (the"Proposal"),all of which are hereby adopted by
reference and incorporated herein as if fully set forth in this
Agreement.Accordingly, Contractor agrees to abide by and be bound
by any and all of the Proposal Documents; provided, however, that in
the event of an express conflict between the Proposal Documents
and this Agreement, the following order of precedent shall prevail: (i)
this Agreement; (ii)the RFP; and (iii) the Proposal.
The Risk Manager of the City, with offices at 1700 Convention
Risk Manager: Center Drive, Third Floor, Miami Beach, Florida 33139: telephone
number (305) 673-7000, Ext. 6435: and fax number (305) 673-
7023.
1
Page 326 of 1576
• SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide
the work and services described in Appendix C and D, "Minimum Requirements, Scope of
Services" and "Special Conditions" respectively, of the RFP and as requested and/or assigned
by the City's Contract Administrator (the "Services").
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the specifications of each request and/or assignment from the Contract
Administrator and this Agreement.
2.3 Non-displacement of Qualified Workers. Contractor shall offer a right of first refusal of
employment to those service employees that are employed under the predecessor contract
("Predecessor Employees"), and whose employment will end as a result of the award of this
Agreement. Any question concerning an employee's qualifications shall be decided based
upon the individual's education, employment history, with particular emphasis on the
Predecessor Employee's experience under the predecessor contract and employment
screening processes. Contractor is not required to offer employment to any Predecessor
Employee who: (1) will be retained by the predecessor contractor; or (2) who the Contractor
reasonably believes, based on the particular Predecessor Employee's past performance or
employment screening, that said Predecessor Employee has failed to perform suitably on the
job.
In the event that the Contractor employs fewer service employees than the predecessor
contractor employed in connection with performance of the Services, the Contractor need not
offer employment under this Agreement to all Predecessor Employees under the predecessor
contract, and instead may offer employment only to the number of qualified Predecessor
Employees who Contractor reasonable believes will be necessary to meet its anticipated staffing
needs under this Agreement. However, where Contractor does not initially offer employment to
all of the Predecessor Employees, Contractor's obligation to offer a right of first refusal of
employment shall continue for 90 days after the Contractor's first date of performance under this
Agreement.
Within one hundred twenty (120)days from the Contractor's first date of performance under this
Agreement, the Contractor shall furnish to the City's Contract Administrator a certified list of the
names of all Predecessor Employees working under this Agreement at the time the list is
submitted.
SECTION 3
TERM
The term of this Agreement (Term), shall have an initial Term of three (3) years, with two (2) •
one (1) year renewal options, to be exercised at the City Manager's sole option and discretion
(collectively the "Term"), by providing Contractor with written notice of same no less than thirty
(30)days prior to the expiration of the initial Term.
2
Page 327 of 1576
•
In the event that the Agreement is held over beyond the Term, it shall only be from a month to month
basis only and shall not constitute an implied renewal of the Agreement. Said month to month
extension shall be upon the same terms of the Agreement and at the same compensation payment
provided herein.
SECTION 4
FEE
4.1 In consideration of the Services to be provided,Contractor shall be compensated as reflected
in Exhibit A attached hereto (the "Fee"). The Fee shall be fixed during the Term, including any
renewal options which may be exercised, if at all, at the City Manager's sole option and discretion.
4.2 COST ESCALATION/CONTRACTOR TERMINATION RIGHT
Notwithstanding the foregoing paragraph, the Fee may be subject to a cost escalation if labor
costs increase as a direct result of an unforeseen governmental mandate, such as increases in
payroll taxes, healthcare mandates, living wage increases and other similar labor related
governmental mandates ("Cost Escalation"). In such a case, Contractor shall notify the City, in
writing, of its request for a Cost Escalation and the City shall consider such a request. The City
Manager and Contractor shall negotiate, in good faith, an equitable increase in the Fee, subject
to funding availability. If the parties cannot reach an agreement within thirty (30)days, Contractor
may terminate the Agreement, upon providing the City with a minimum of one hundred eighty
(180) days advance written notice.
4.3 Contractor shall invoice the City on a monthly basis for the prior month for which services
have been rendered.
4.4 INVOICING
Upon receipt of an acceptable and approved invoice,payment(s) shall be made within forty five(45)
days for that portion (or those portions)of the Services satisfactorily rendered (and referenced in the
particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall
be submitted to the City at the following address:
Account Payables Division: Payables@ m iamibeachfi.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Contractor of its violation
of the particular term(s) of this Agreement, and shall grant Contractor ten (10) days to cure
such default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Contractor. Upon termination, the City shall be fully
Page 328 of 1576
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Contractor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Contractor. The City,
at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions
that it deems to be in its best interest in order to enforce the City's right and remedies against
Contractor.The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY
GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONTRACTOR OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, CONTRACTOR SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH
THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES,DUTIES,AND TERMS
ARISING OUT OF,OR BY VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is placed
either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors.
In such event, the right and obligations for the parties shall be the same as provided for in
Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors , from and against any and all actions (whether at law or
in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees
and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Contractor, its officers, employees, agents,
contractors, or any other person or entity acting under Contractor's control or supervision, in
connection with, related to, or as a result of the Contractor's performance of the Services
pursuant to this Agreement. To that extent,the Contractor shall pay all such claims and losses
in connection therewith, and shall investigate and defend all claims, suits or actions of any
kind or nature in the name of the City, where applicable, including appellate proceedings, and
shall pay all such costs, judgments, and attorney's fees which may issue from any lawsuit
arising from such claims and losses, and shall pay all costs and attorneys' fees expended by
the City in the defense of such claims and losses, including appeals.
Page 329 of 1576
The parties agree that one percent(1%) of the total compensation to Contractor for performance
of the Services under this Agreement is the specific consideration from the City to the Contractor
for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this
indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The vendor shall maintain the below required insurance in effect prior to awarding the contract and
for the duration of the contract. The maintenance of proper insurance coverage is a material element
of the contract and failure to maintain or renew coverage may be treated as a material breach of the
contract,which could result in withholding of payments or termination of the contract.
A. Workers'Compensation and Employer's Liability per the Statutory limits of the state
of Florida.
B. Comprehensive General Liability(occurrence form), limits of liability$ 1,000,000.00
per occurrence for bodily injury property damage to include Premises/ Operations;
Products, Completed Operations and Contractual Liability. Contractual Liability
and Contractual Indemnity (Hold harmless endorsement exactly as written in
"insurance requirements"of specifications).
C. Automobile Liability-$1,000,000 each occurrence-owned/non-owned/hired
automobiles included.
D. Umbrella Liability- $ 5,000,000.00
Additional Insured - City of Miami Beach must be included by endorsement as an additional
insured with respect to all liability policies (except Professional Liability and Workers'
Compensation)arising out of work or operations performed on behalf of the contractor including
materials, parts, or equipment furnished in connection with such work or operations and
automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's
insurance.
Notice of Cancellation-Each insurance policy required above shall provide that coverage shall
not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance
Compliance Services.
Waiver of Subrogation—Vendor agrees to obtain any endorsement that may be necessary to
affect the waiver of subrogation on the coverages required. However, this provision applies
regardless of whether the City has received a waiver of subrogation endorsement from the
insurer. -
Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best
rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida
Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed
and authorized to do insurance business in the State of Florida.
Verification of Coverage — Contractor shall furnish the City with original certificates and
amendatory endorsements, or copies of the applicable insurance language, effecting coverage
Page 330 of 1576
required by this contract. All certificates and endorsements are to be received and approved by
the City before work commences. However, failure to obtain the required documents prior to
the work beginning shall not waive the Contractor's obligation to provide them. The City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by these specifications, at any time.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 4668—ECM#35050
New York, NY 10163-4668
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing
agent, EXIGIS, at:
Certificates-miamibeach(c�riskworks.com
Special Risks or Circumstances-The City of Miami Beach reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
6.3 PERFORMANCE BOND
The vendor to whom a contingent award is made shall duly execute and deliver to the City
a Performance and Payment Bond, attached hereto as Exhibit (C) in an amount that
represents 100% of the vendor's offer price. The Performance and Payment Bond Form
supplied by the City shall be the only acceptable form for these bonds. No other form will
be accepted. The completed form shall be delivered to the City within 15 calendar days
after formal notice of award. If the vendor fails to deliver the payment and performance
bond within this specified time, including granted extensions, the City shall declare the
vendor in default of the contractual terms and conditions, and the vendor shall surrender
its offer guaranty/bid bond, and the City shall not accept any offer from that vendor for a
twelve (12) month period following such default.
The following specifications shall apply to any bond provided:
All bonds shall be written through surety insurers authorized to do business in the State of
Florida as surety, with the following qualifications as to management and financial strength
according to the latest edition of Best's Insurance Guide, published by A.M. Best Company,
Oldwick, New Jersey:
Bond Amount Best Rating
500,001 to 1,500,000 B V
1,500,001 to 2,500,000 A VI
2,500,001 to 5,000,000 A VII
Page 331 of 1576
5,000,001 to 10,000,000 A VIII
Over 10,000,000 A IX
On contract amounts of $500,000 or less, the bond provisions of Section 287.0935, Florida
Statutes (2007) shall be in effect and surety companies not otherwise qualifying with this
paragraph may optionally qualify by:
1. The surety company is licensed to do business in the State of Florida;
2. The surety company holds a certificate of authority authorizing it to write surety
bonds in this state;
3. Providing evidence that the surety has twice the minimum surplus and capital
required by the Florida Insurance Code at the time the solicitation is issued;
4. Certifying that the surety is otherwise in compliance with the Florida Insurance
Code; and
5. Providing a copy of the currently valid Certificate of Authority issued by the United
States Department of the Treasury under SS. 31 USC 9304-9308.
Surety insurers shall be listed in the latest Circular 570 of the U.S. Department of the Treasury
entitled "Surety Companies Acceptable on Federal Bonds", published annually. The bond
amount shall not exceed the underwriting limitations as shown in this circular. For contracts in
excess of 500,000 the provisions of Section B will be adhered to plus the company must have
been listed for at least three consecutive years, or holding a valid Certificate of Authority of at
least 1.5 million dollars and on the Treasury List.
Surety Bonds guaranteed through U.S. Government Small Business Administration or
Contractors Training and Development Inc. will also be acceptable.
In lieu of a bond, an irrevocable letter of credit or a cash bond in the form of a certified cashier's
check made out to the City of Miami Beach will be acceptable. All interest will accrue to the
City of Miami Beach during the life of this contract and/or as long as the funds are being held
by the City.
The attorney-in-fact or other officer who signs a contract bond for a surety company must file
with such bond a certified copy of power of attorney authorizing the officer to do so. The
contract bond must be counter signed by the surety's resident Florida agent.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
Page 332 of 1576
The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the sum of
$10,000. Contractor hereby expresses its willingness to enter into this Agreement with
Contractor's recovery from the City for any damage action for breach of contract to be limited
to a maximum amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount in
excess of$10,000 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be
a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
f INTENTIONALLY OMITTED1
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal business
hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays),
and as often as the City Manager may, in his/her reasonable discretion and judgment, deem
necessary, there shall be made available to the City Manager, and/or such representatives as
the City Manager may deem to act on the City's behalf, to audit, examine, and/ or inspect, any
and all other documents and/or records relating to all matters covered by this Agreement.
Contractor shall maintain any and all such records at its place of business at the address set
forth in the Notices"section of this Agreement. City is responsible for any cost of audit unless
the audit identifies overcharges that are greater than 5% of the total amount of the contract, in
such event Contractor shall reimburse the City for those overcharges plus the cost of the audit.
10.2 [INTENTIONALLY OMITTED]
10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING
Contractor shall not subcontract,assign,or transfer all or any portion of any work and/or service
under this Agreement without the prior written consent of the City Manager, which consent, if
given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement,
nor any term or provision hereof, or right hereunder, shall be assignable unless as approved
pursuant to this Section, and any attempt to make such assignment(unless approved)shall be
void.
10.3.1 Contractor may subcontract to qualified security guards/firms, with the prior written
approval By the City Manager, when requested to provide additional guards for special/major
events or on an"as needed" basis.
Page 333 of 1576
Should the Contractor provide security guards employed by a sub-contractor, the Contractor will be
required to provide a Labor and Materials (Payment Bond), in the amount of $100,000. The
Contractor will also provide an Employee Dishonesty Bond in the amount of$25,000. Additionally,
the City reserves the right to deduct payment(s)in an amount specified in the bid/contract documents
for either non-qualified security guard, and/or for unsatisfactory performance in accordance with the
specified Terms and Conditions of the RFP.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Contractor shall file a State of Florida Form PUR 7068,
Sworn Statement under Section 287.133(3)(a)Florida Statute on Public Entity Crimes with the City's
Procurement Division.
10.5 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services, the Contractor shall not discriminate
against any employee or applicant for employment because of race, color, national origin,
religion, sex, intersexuality, gender identity, sexual orientation, disability, marital and familial
status, or age.
10.6 CONFLICT OF INTEREST
The Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may be amended from time to time; and by the City of Miami Beach
Charter and Code(as some may be amended from time to time); both of which are incorporated
by reference herein as if fully set forth herein.
The Contractor covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of
the Services. The Contractor further covenants that in the performance of this Agreement,
Contractor shall not knowingly employ any person having such interest. No member of or
delegate to the Congress of the United States shall be admitted to any share or part of this
Agreement or to any benefits arising there from.
10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
a) Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order to perform the service;
b) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law;
and
Page 334 of 1576
d) Meet all requirements for retaining public records and transfer to the City, at no
City cost, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of the Contractor upon
termination of this Agreement. Upon termination of this Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must be
provided to the City in a format that is compatible with the information technology
systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers, letters,
maps, books, tapes, photographs, films, sound recordings, data processing software, or other
material,regardless of the physical form,characteristics,or means of transmission, made or received
pursuant to law or ordinance or in connection with the transaction of official business of the City.
Contractor's failure to comply with the public records disclosure requirement set forth in Section
119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Contractor does not comply with the public records disclosure requirement set
forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion,
avail itself of the remedies set forth under this Agreement and available at law.
10.8 LIVING WAGE REQUIREMENT
Pursuant to Sections 2-407 thru 2-410 of the Miami Beach City Code("Living Wage Ordinance"),
as same may be amended from time to time, Contractor shall be required to pay all employees
who provide services pursuant to this Agreement, the hourly living wage rates listed below:
• $11.78/hr with health benefits; or$15.00/hr without benefits.
The living wage rate and health care benefits rate may, by Resolution of the City Commission,
be indexed annually for inflation using the Consumer Price Index for all Urban Consumers
(CPI-U) Miami/Ft. Lauderdale, issued by the U.S. Department of Labor's Bureau of Labor
Statistics, in which case Contractor shall be required to pay its employees such adjusted
Living Wage rate under this Agreement. Notwithstanding the preceding, no annual index shall
exceed three percent(3%). The City may also, by resolution, elect not to index the living wage
rate in any particular year, if it determines it would not be fiscally sound to implement same
(in a particular year).
Contractor's failure to comply with this provision shall be deemed a material breach
under this Agreement,entitling the City to terminate this Agreement immediately,without
further liability to the City, andlor may further subject Contractor to additional penalties
and fines, as provided in the City's Living Wage Ordinance, as amended.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed
Page 335 of 1576
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CITY:
Paul Acosta,Assistant Chief of Police
MIAMI BEACH POLICE DEPARTMENT
OFFICE OF THE CHIEF OF POLICE
1100 Washington Avenue, Miami Beach, FL 33139
paulacosta(a�miamibeachfl,gov
TO CONTRACTOR:
FPI Security Services
1771 N Flamingo Road
Pembroke Pines, FL 33028
Attn: Daniel Gonzalez
dgonzalez(a.fpisecurity.com
Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly provided,
notice shall be sent to such alternate address in addition to any other address which notice would
otherwise be sent, unless other delivery instruction as specifically provided for by the party
entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by either
U.S. certified mail or overnight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the parties.
No modification, amendment, or alteration of the terms or conditions contained herein shall be
effective unless contained in a written document executed with the same formality and of equal
dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.
Page 336 of 1576
12.3 ENTIRETY. OF AGREEMENT
The City and Contractor agree that this document, inclusive of the RFP, any addenda to the RFP,
and the Contractor's proposal, as well as any exhibits and amendments to the documents
referenced, is the entire Agreement between the parties. This Agreement supersedes all
negotiations, correspondence, conversations, agreements or understandings applicable to the
matters contained herein, and there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in the referenced documents.
Title and paragraph headings are for convenient reference and are not intended to confer any rights
or obligations upon the parties to this Agreement.
SECTION 13
INSPECTOR GENERAL AUDIT RIGHTS
1. Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established
the Office of the Inspector General which may,on a random basis, perform reviews, audits,
inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by or
on behalf of the City.
2. The Office of the Inspector General is authorized to investigate City affairs and empowered
to review past, present and proposed City programs, accounts, records, contracts and
transactions. In addition, the Inspector General has the power to subpoena witnesses,
administer oaths, require the production of witnesses and monitor City projects and
programs. Monitoring of an existing City project or program may include a report concerning
whether the project is on time, within budget and in conformance with the contract
documents and applicable law. The Inspector General shall have the power to audit,
investigate, monitor, oversee, inspect and review operations, activities, performance and
procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Contractor its officers, agents and employees,
lobbyists, City staff and elected officials to ensure compliance with the Contract Documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is
allocating a percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
3. Upon ten (10)days written notice to the Contractor, the Contractor shall make all requested
records and documents available to the Inspector General for inspection and copying. The
Inspector General is empowered to retain the services of independent private sector
auditors to audit, investigate, monitor, oversee, inspect and review operations activities,
performance and procurement process including but not limited to project design, bid
specifications, (bid/proposal)submittals, activities of the Contractor, its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the contract
documents and to detect fraud and corruption.
4. The Inspector General shall have the right to inspect and copy all documents and records
in the Contractor's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files,worksheets,proposals and agreements from and
with successful subcontractors and suppliers, all project-related correspondence,
Page 337 of 1576
memoranda, instructions, financial documents, construction documents, (bid/proposal)and
contract documents, back-change documents, all documents and records which involve
cash,trade or volume discounts, insurance proceeds, rebates,or dividends received, payroll
and personnel records and supporting documentation for the aforesaid documents and
records.
5. The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and performance
of this contract, for examination, audit, or reproduction, until three (3) years after final
payment under this contract or for any longer period required by statute or by other clauses
of this contract. In addition:
i. If this contract is completely or partially terminated, the Contractor shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Contractor shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this contract until such appeals,
litigation, or claims are finally resolved.
6. The provisions in this section shall apply to the Contractor, its officers, agents, employees,
subcontractors and suppliers.The Contractor shall incorporate the provisions in this section
in all subcontracts and all other agreements executed by the Contractor in connection with
the performance of this contract.
Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they be
construed to impose any liability on the City by the Contractor or third parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
Page 338 of 1576
By: By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Date: Date:
FOR CONTRACTOR: FPI SECURITY SERVICES, INC.
ATTEST:
By:
Signature Secretary Signature President
Print Name Print Name
Date: Date:
To be Inserted:
J
EXHIBIT A—Billing Rates
EXHIBIT B— Payment and Performance Bond form
Page 339 of 1576
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
SECURITY ALLIANCE, LLC
FOR
SECURITY OFFICER SERVICES PURSUANT TO
RFP 2020-007-JC
This Professional Services Agreement("Agreement")is entered into this day of
, 2020, between the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and Security
Alliance, LLC., a Florida Limited Liability Company,whose address is 8323 NW 12 Street, Suite
215, Doral FL, 33125("Contractor").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including the Proposal
Documents as defined herein, and any exhibits and amendments to this
Agreement.
City Manager: The chief administrative officer of the City.
Contract Administrator: The Contract Administrator for the City shall be the City's Police
Department Assistant Chief, Paul Acosta.
Contractor: For the purposes of this Agreement, Contractor shall be deemed to
be an independent contractor, and not an agent or employee of the
City.
Services: All services,work and actions by the Contractor performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Contractor as compensation for Services.
Proposal Documents: Proposal Documents shall mean City of Miami Beach Request for
Proposals No. 2020-007-JC for Security Officer Services, together
with all amendments thereto, issued by the City in contemplation of
this Agreement (the "RFP"), and the Contractor's proposal in
response thereto(the"Proposal"), all of which are hereby adopted by
reference and incorporated herein as if fully set forth in this
Agreement.Accordingly,Contractor agrees to abide by and be bound
by any and alt of the Proposal Documents; provided, however, that
in the event of an express conflict between the Proposal Documents
and this Agreement,the following order of precedent shall prevail: (i)
this Agreement; (ii)the RFP; and (iii)the Proposal.
The Risk Manager of the City, with offices at 1700 Convention
Risk Manager: Center Drive, Third Floor, Miami Beach, Florida 33139: telephone
number (305) 673-7000, Ext. 6435: and fax number (305) 673-
7023.
1
•
Page 340 of 1576
SECTION 2
SCOPE OF SERVICES (SERVICES)
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall provide
the work and services described in Appendix C and D, "Minimum Requirements, Scope of
Services" and "Special Conditions" respectively, of the RFP and as requested and/or assigned
by the City's Contract Administrator (the "Services").
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the specifications of each request and/or assignment from the Contract
Administrator and this Agreement.
2.3 Non-displacement of Qualified Workers. Contractor shall offer a right of first refusal of
employment to those service employees that are employed under the predecessor contract
("Predecessor Employees"), and whose employment will end as a result of the award of this
Agreement. Any question concerning an employee's qualifications shall be decided based
upon the individual's education, employment history, with particular emphasis on the
Predecessor Employee's experience under the predecessor contract and employment
screening processes. Contractor is not required to offer employment to any Predecessor
Employee who: (1) will be retained by the predecessor contractor; or (2) who the Contractor
reasonably believes, based on the particular Predecessor Employee's past performance or
employment screening, that said Predecessor Employee has failed to perform suitably on the
job.
In the event that the Contractor employs fewer service employees than the predecessor
contractor employed in connection with performance of the Services, the Contractor need not
offer employment under this Agreement to all Predecessor Employees under the predecessor
contract, and instead may offer employment only to the number of qualified Predecessor
Employees who Contractor reasonable believes will be necessary to meet its anticipated staffing
needs under this Agreement. However, where Contractor does not initially offer employment to
all of the Predecessor Employees, Contractor's obligation to offer a right of first refusal of
employment shall continue for 90 days after the Contractor's first date of performance under this
Agreement.
Within one hundred twenty (120)days from the Contractor's first date of performance under this
Agreement, the Contractor shall furnish to the City's Contract Administrator a certified list of the
names of all Predecessor Employees working under this Agreement at the time the list is
submitted.
SECTION 3
TERM
The term of this Agreement (Term), shall have an initial Term of three (3) years, with two (2)
one (1) year renewal options, to be exercised at the City Manager's sole option and discretion
(collectively the "Term"), by providing Contractor with written notice of same no less than thirty
(30) days prior to the expiration of the initial Term.
2
Page 341 of 1576
In the event that the Agreement is held over beyond the Term, it shall only be from a month to month
basis only and shall not constitute an implied renewal of the Agreement. Said month to month
extension shall be upon the same terms of the Agreement and at the same compensation payment
provided herein.
SECTION 4
FEE
4.1 In consideration of the Services to be provided,Contractor shall be compensated as reflected
in Exhibit A attached hereto (the "Fee"). The Fee shall be fixed during the Term, including any
renewal options which may be exercised, if at all, at the City Manager's sole option and discretion.
4.2 COST ESCALATION/CONTRACTOR TERMINATION RIGHT
Notwithstanding the foregoing paragraph, the Fee may be subject to a cost escalation if labor
costs increase as a direct result of an unforeseen governmental mandate, such as increases in
payroll taxes, healthcare mandates, living wage increases and other similar labor related
governmental mandates ("Cost Escalation"). In such a case, Contractor shall notify the City, in
writing, of its request for a Cost Escalation and the City shall consider such a request. The City
Manager and Contractor shall negotiate, in good faith, an equitable increase in the Fee, subject
to funding availability. If the parties cannot reach an agreement within thirty(30)days, Contractor
may terminate the Agreement, upon providing the City with a minimum of one hundred eighty
(180) days advance written notice.
4.3 Contractor shall invoice the City on a monthly basis for the prior month for which services
have been rendered.
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s)shall be made within forty five (45)
days for that portion (or those portions)of the Services satisfactorily rendered (and referenced in the
particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall
be submitted to the City at the following address:
Account Payables Division: PayablesP miamibeachfl.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Contractor of its violation
of the particular term(s) of this Agreement, and shall grant Contractor ten (10) days to cure
such default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Contractor. Upon termination, the City shall be fully
Page 342 of 1576
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Contractor shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Contractor. The City,
at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions
that it deems to be in its best interest in order to enforce the City's right and remedies against
Contractor. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY
GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONTRACTOR OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, CONTRACTOR SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH
THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,AND TERMS
ARISING OUT OF,OR BY VIRTUE OF,THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Contractor is placed
either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors.
In such event, the right and obligations for the parties shall be the same as provided for in
Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors , from and against,any and all actions (whether at law or
in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'fees
and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Contractor, its officers, employees, agents,
contractors, or any other person or entity acting under Contractor's control or supervision, in
connection with, related to, or as a result of the Contractor's performance of the Services
pursuant to this Agreement. To that extent, the Contractor shall pay all such claims and losses
in connection therewith, and shall investigate and defend all claims, suits or actions of any
kind or nature in the name of the City, where applicable, including appellate proceedings, and
shall pay all such costs, judgments, and attorney's fees which may issue from any lawsuit
arising from such claims and losses, and shall pay all costs and attorneys' fees expended by
the City in the defense of such claims and losses, including appeals.
Page 343 of 1576
The parties agree that one percent (1%)of the total compensation to Contractor for performance
of the Services under this Agreement is the specific consideration from the City to the Contractor
for the Contractor's indemnity agreement. The provisions of this Section 6.1 and of this
indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The vendor shall maintain the below required insurance in effect prior to awarding the contract and
for the duration of the contract. The maintenance of proper insurance coverage is a material element
of the contract and failure to maintain or renew coverage may be treated as a material breach of the
contract, which could result in withholding of payments or termination of the contract.
A. Workers'Compensation and Employer's Liability per the Statutory limits of the state
of Florida.
B. Comprehensive General Liability(occurrence form), limits of liability$ 1,000,000.00
per occurrence for bodily injury property damage to include Premises/ Operations;
Products, Completed Operations and Contractual Liability. Contractual Liability
and Contractual Indemnity (Hold harmless endorsement exactly as written in
"insurance requirements"of specifications).
C. Automobile Liability-$1,000,000 each occurrence -owned/non-owned/hired
automobiles included.
D. Umbrella Liability- $ 5,000,000.00
Additional Insured - City of Miami Beach must be included by endorsement as an additional
insured with respect to all liability policies (except Professional Liability and Workers'
Compensation)arising out of work or operations performed on behalf of the contractor including
materials, parts, or equipment furnished in connection with such work or operations and
automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's
insurance.
Notice of Cancellation-Each insurance policy required above shall provide that coverage shall
not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance
Compliance Services.
Waiver of Subrogation—Vendor agrees to obtain any endorsement that may be necessary to
affect the waiver of subrogation on the coverages required. However, this provision applies
regardless of whether the City has received a waiver of subrogation endorsement from the
insurer.
Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best
rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida
Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed
and authorized to do insurance business in the State of Florida.
Verification of Coverage — Contractor shall furnish the City with original certificates and
amendatory endorsements, or copies of the applicable insurance language, effecting coverage
Page 344 of 1576
•
required by this contract. All certificates and endorsements are to be received and approved by
the City before work commences. However, failure to obtain the required documents prior to
the work beginning shall not waive the Contractor's obligation to provide them. The City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by these specifications, at any time.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 4668—ECM#35050
New York, NY 10163-4668
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing
agent, EXIGIS, at:
Certificates-miamibeachriskworks.com
Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
6.3 PERFORMANCE BOND
The vendor to whom a contingent award is made shall duly execute and deliver to the City
a Performance and Payment Bond, attached hereto as Exhibit (C) in an amount that
represents 100% of the vendor's offer price. The Performance and Payment Bond Form
supplied by the City shall be the only acceptable form for these bonds. No other form will
be accepted. The completed form shall be delivered to the City within 15 calendar days
after formal notice of award. If the vendor fails to deliver the payment and performance
bond within this specified time, including granted extensions, the City shall declare the
vendor in default of the contractual terms and conditions, and the vendor shall surrender
its offer guaranty/bid bond, and the City shall not accept any offer from that vendor for a
twelve (12) month period following such default.
The following specifications shall apply to any bond provided:
All bonds shall be written through surety insurers authorized to do business in the State of
Florida as surety, with the following qualifications as to management and financial strength
according to the latest edition of Best's Insurance Guide, published by A.M. Best Company,
Oldwick, New Jersey:
Bond Amount Best Rating
500,001 to 1,500,000 B V
1,500,001 to 2,500,000 A VI
2,500,001 to 5,000,000 A VII
Page 345 of 1576
5,000,001 to 10,000,000 A VIII
Over 10,000,000 A IX
On contract amounts of $500,000 or less, the bond provisions of Section 287.0935, Florida
Statutes (2007) shall be in effect and surety companies not otherwise qualifying with this
paragraph may optionally qualify by:
1. The surety company is licensed to do business in the State of Florida;
2. The surety company holds a certificate of authority authorizing it to write surety
bonds in this state;
3. Providing evidence that the surety has twice the minimum surplus and capital
required by the Florida Insurance Code at the time the solicitation is issued;
4. Certifying that the surety is otherwise in compliance with the Florida Insurance
Code; and
5. Providing a copy of the currently valid Certificate of Authority issued by the United
States Department of the Treasury under SS. 31 USC 9304-9308.
Surety insurers shall be listed in the latest Circular 570 of the U.S. Department of the Treasury
entitled "Surety Companies Acceptable on Federal Bonds", published annually. The bond
amount shall not exceed the underwriting limitations as shown in this circular. For contracts in
excess of 500,000 the provisions of Section B will be adhered to plus the company must have
been listed for at least three consecutive years or holding a valid Certificate of Authority of at
least 1.5 million dollars and on the Treasury List.
Surety Bonds guaranteed through U.S. Government Small Business Administration or
Contractors Training and Development Inc. will also be acceptable.
In lieu of a bond, an irrevocable letter of credit or a cash bond in the form of a certified cashier's
check made out to the City of Miami Beach will be acceptable. All interest will accrue to the
City of Miami Beach during the life of this contract and/or as long as the funds are being held
by the City.
The attorney-in-fact or other officer who signs a contract bond for a surety company must file
with such bond a certified copy of power of attorney authorizing the officer to do so. The
contract bond must be counter signed by the surety's resident Florida agent.
SECTION 7
LITIGATION JURISDICTIONNENUEIJURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
Page 346 of 1576
The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the sum of
$10,000. Contractor hereby expresses its willingness to enter into this Agreement with
Contractor's recovery from the City for any damage action for breach of contract to be limited
to a maximum amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount in
excess of$10,000 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be
a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
'INTENTIONALLY OMITTEDI
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal business
hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays),
and as often as the City Manager may, in his/her reasonable discretion and judgment, deem
necessary, there shall be made available to the City Manager, and/or such representatives as
the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any
and all other documents and/or records relating to all matters covered by this Agreement.
Contractor shall maintain any and all such records at its place of business at the address set
forth in the"Notices" section of this Agreement. City is responsible for any cost of audit unless
the audit identifies overcharges that are greater than 5% of the total amount of the contract, in
such event Contractor shall reimburse the City for those overcharges plus the cost of the audit.
10.2 [INTENTIONALLY OMITTED]
10.3 ASSIGNMENT. TRANSFER OR SUBCONSULTING
Contractor shall not subcontract,assign, or transfer all or any portion of any work and/or service
under this Agreement without the prior written consent of the City Manager, which consent, if
given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement,
nor any term or provision hereof, or right hereunder, shall be assignable unless as approved
pursuant to this Section, and any attempt to make such assignment (unless approved)shall be
void.
10.3.1 Contractor may subcontract to qualified security guards/firms, with the prior written
approval By the City Manager, when requested to provide additional guards for special/major
events or on an "as needed" basis.
Page 347 of 1576
Should the Contractor provide security guards employed by a sub-contractor, the Contractor will be
required to provide a Labor and Materials (Payment Bond), in the amount of $100,000. The
Contractor will also provide an Employee Dishonesty Bond in the amount of$25,000. Additionally,
the City reserves the right to deduct payment(s)in an amount specified in the bid/contract documents
for either non-qualified security guard, and/or for unsatisfactory performance in accordance with the
specified Terms and Conditions of the RFP.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services,the Contractor shall file a State of Florida Form PUR 7068,
Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's
Procurement Division.
10.5 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of the Services, the Contractor shall not discriminate
against any employee or applicant for employment because of race, color, national origin,
religion, sex, intersexuality, gender identity, sexual orientation, disability, marital and familial
status, or age.
10.6 CONFLICT OF INTEREST
The Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may be amended from time to time; and by the City of Miami Beach
Charter and Code(as some may be amended from time to time); both of which are incorporated
by reference herein as if fully set forth herein.
The Contractor covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of
the Services. The Contractor further covenants that in the performance of this Agreement,
Contractor shall not knowingly employ any person having such interest. No member of or
delegate to the Congress of the United States shall be admitted to any share or part of this
Agreement or to any benefits arising there from.
10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
a) Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order to perform the service;
b) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law;
and
Page 348 of 1576
d) Meet all requirements for retaining public records and transfer to the City, at no
City cost, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of the Contractor upon
termination of this Agreement. Upon termination of this Agreement,the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored electronically must be
provided to the City in a format that is compatible with the information technology
systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers, letters,
maps, books, tapes, photographs, films, sound recordings, data processing software, or other
material, regardless of the physical form,characteristics,or means of transmission, made or received
pursuant to law or ordinance or in connection with the transaction of official business of the City.
Contractor's failure to comply with the public records disclosure requirement set forth in Section
119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Contractor does not comply with the public records disclosure requirement set
forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion,
avail itself of the remedies set forth under this Agreement and available at law.
10.8 LIVING WAGE REQUIREMENT
Pursuant to Sections 2-407 thru 2-410 of the Miami Beach City Code("Living Wage Ordinance"),
as same may be amended from time to time, Contractor shall be required to pay all employees
who provide services pursuant to this Agreement, the hourly living wage rates listed below:
• $11.78/hr with health benefits; or$15.00/hr without benefits.
The living wage rate and health care benefits rate may, by Resolution of the City Commission,
be indexed annually for inflation using the Consumer Price Index for all Urban Consumers
(CPI-U) Miami/Ft. Lauderdale, issued by the U.S. Department of Labor's Bureau of Labor
Statistics, in which case Contractor shall be required to pay its employees such adjusted
Living Wage rate under this Agreement. Notwithstanding the preceding, no annual index shall
exceed three percent(3%). The City may also, by resolution, elect not to index the living wage
rate in any particular year, if it determines it would not be fiscally sound to implement same
(in a particular year).
Contractor's failure to comply with this provision shall be deemed a material breach
• under this Agreement, entitling the City to terminate this Agreement immediately, without
further liability to the City, andlor may further subject Contractor to additional penalties
and fines, as provided in the City's Living Wage Ordinance, as amended.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed
Page 349 of 1576
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
fol lows:
TO CITY:
Paul Acosta,Assistant Chief of Police
MIAMI BEACH POLICE DEPARTMENT
OFFICE OF THE CHIEF OF POLICE
1100 Washington Avenue., Miami Beach, FL 33139
paulacostana miamibeachfl.gov
TO CONTRACTOR:
Security Alliance, LLC.
8323 NW 12 Street, Suite 218
Doral, FL 33126
Attn: William A. Murphy
billm aa..securityallianceoroup.com
Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly provided,
notice shall be sent to such alternate address in addition to any other address which notice would
otherwise be sent, unless other delivery instruction as specifically provided for by the party
entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by either
U.S. certified mail or overnight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the parties.
No modification, amendment, or alteration of the terms or conditions contained herein shall be
effective unless contained in a written document executed with the same formality and of equal
dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.
Page 350 of 1576
12.3 ENTIRETY OF AGREEMENT
The City and Contractor agree that this document, inclusive of the RFP, any addenda to the RFP,
and the Contractor's proposal, as well as any exhibits and amendments to the documents
referenced, is the entire Agreement between the parties. This Agreement supersedes all
negotiations, correspondence, conversations, agreements or understandings applicable to the
matters contained herein, and there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in the referenced documents.
Title and paragraph headings are for convenient reference and are not intended to confer any rights
or obligations upon the parties to this Agreement.
SECTION 13
INSPECTOR GENERAL AUDIT RIGHTS
1. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established
the Office of the Inspector General which may, on a random basis, perform reviews, audits,
inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by or
on behalf of the City.
2. The Office of the Inspector General is authorized to investigate City affairs and empowered
to review past, present and proposed City programs, accounts, records, contracts and
transactions. In addition, the Inspector General has the power to subpoena witnesses,
administer oaths, require the production of witnesses and monitor City projects and
programs. Monitoring of an existing City project or program may include a report concerning
whether the project is on time, within budget and in conformance with the contract
documents and applicable law. The Inspector General shall have the power to audit,
investigate, monitor, oversee, inspect and review operations, activities, performance and
procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Contractor its officers, agents and employees,
lobbyists, City staff and elected officials to ensure compliance with the Contract Documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is
allocating a percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
3. Upon ten (10)days written notice to the Contractor, the Contractor shall make all requested
records and documents available to the Inspector General for inspection and copying. The
Inspector General is empowered to retain the services of independent private sector
auditors to audit, investigate, monitor, oversee, inspect and review operations activities,
performance and procurement process including but not limited to project design, bid
specifications, (bid/proposal)submittals, activities of the Contractor, its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the contract
documents and to detect fraud and corruption.
4. The Inspector General shall have the right to inspect and copy all documents and records
in the Contractor's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files,worksheets,proposals and agreements from and
with successful subcontractors and suppliers, all project-related correspondence,
Page 351 of 1576
memoranda, instructions,financial documents, construction documents, (bid/proposal)and
contract documents, back-change documents, all documents and records which involve
cash,trade or volume discounts, insurance proceeds, rebates,or dividends received,payroll
and personnel records and supporting documentation for the aforesaid documents and
records.
5. The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and performance
of this contract, for examination, audit, or reproduction, until three (3) years after final
payment under this contract or for any longer period required by statute or by other clauses
of this contract. In addition:
i. If this contract is completely or partially terminated, the Contractor shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Contractor shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this contract until such appeals,
litigation, or claims are finally resolved.
6. The provisions in this section shall apply to the Contractor, its officers, agents, employees,
subcontractors and suppliers.The Contractor shall incorporate the provisions in this section
in all subcontracts and all other agreements executed by the Contractor in connection with
the performance of this contract.
Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they be
construed to impose any liability on the City by the Contractor or third parties.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
Page 352 of 1576
By: By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Date: Date:
FOR CONTRACTOR: SECURITY ALLIANCE, LLC.
ATTEST:
By:
Signature Secretary Signature President
Print Name Print Name
Date: Date:
To be Inserted:
EXHIBIT A— Billing Rates
EXHIBIT B— Payment and Performance Bond form
• Page 353 of 1576
EXHIBIT A
BILLING RATES
Group A: Routine Rates
1 Security Officer Level I Hourly $21.03
2 Security Officer Level II Hourly $21.03
3 Security Officer Level Ill Hourly $22.72
4 Security Officer Level IV Hourly $23.33
5 Security Officer Level V Hourly $24.14
6 Bicycle—Monthly Each $55.00
7 Bicycle—Daily Each $25.00
8 Golf Cart—Monthly Each $240.00
9 Golf Cart Daily Each $40.00
Group B: Emergency and Special Events Rates
s - Y,i.,- . .-l.Yr
10 Security Officer Level I Hourly $24.99
11 Security Officer Level II Hourly $24.99
12 Security Officer Level III Hourly $26.99
13 Security Officer Level IV Hourly $26.99
14 Security Officer Level V Hourly $28.99
15 Vehicle—Daily Rate Each $70.00
16 Bicycle—Daily Rate Each $25.00
17 Golf Cart—Daily Rate Each $40.00
Page 354 of 1576