Assignment and Assumption of Agreement with ALLIEDBARTON and UNIVERSAL PROTECTION SERVICE got b - a9ac7
ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
This Assignment and Assumption of Agreement_(Assignment and Assumption
Agreement") is entered into with the date of .2 day of INov0m13.,2018("Effective Date ),
by and among the CITY OF MIAMI BEACH (the City), a Florida municipal corporation, whose
address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the City);
ALLIEDBARTON SECURITY SERVICES, LLC, a Delaware limited liability corporation, whose
principal address is Eight Tower Bridge, 161 Washington Street, Suite 600, Conshohocken, PA.
19428 (AlliedBarton, the "Assignor"); and UNIVERSAL PROTECTION SERVICE LLC D/B/A
ALLIED UNIVERSAL SECURITY SERVICES LLC., a Delaware limited liability corporation,
whose principal address is 1551 N Tustin Avenue, Suite 650, Santa Ana, CA. 92705, authorized
to do business in Florida (Allied Universal, the"Assignee").
WITNESSETH:
WHEREAS, on January 13, 2016 the Mayor and City Commission, adopted Resolution
No 2016-29267, authorizing the administration to negotiate a contract with AlliedBarton; and
WHEREAS, on April 5, 2016, the City and AlliedBarton executed the Professional
Services Agreement between the City of Miami Beach and AlliedBarton Security Services, LLC
for Security Officer Services Pursuant to RFP No. 2015-013-YG (the "Agreement"), which
Agreement is incorporated herein by reference and attached as Exhibit"Y" hereto;
WHEREAS, on October 27, 2016, AlliedBarton completed a merger with Universal
Protection Service, LP, a California limited partnership d/b/a Allied Universal Security Services,
for itself and on behalf of its wholly owned subsidiary, Universal Protection Service, LLC, a
Delaware limited liability company d/b/a Allied universal Security Services LLC ("Universal
Protection LLC") (collectively, "Allied Universal"), with Allied Universal emerging as the surviving
entity operating in the security services; and
WHEREAS, Universal Protection LLC is authorized to do business in Florida and is the
entity which is operating the security services in the State of Florida; and
WHEREAS, AlliedBarton and Universal Protection LLC seek the City's consent to the
assignment and assumption of the Agreement from Allied Barton to Universal Protection LLC;
and
WHEREAS, pursuant to Section 10.3 of the Agreement, any assignment of the
Agreement requires the written consent of the City Manager;
NOW, THEREFORE, the City, AlliedBarton and Universal Protection LLC, for and in
consideration of the mutual covenants, agreements and undertakings herein contained, do by
these presents mutually covenant and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this
Assignment.
2. AlliedBarton hereby assigns and transfers to Universal Protection LLC all of its right, title,
interest, and obligations in and to the Agreement.
3. Universal Protection LLC hereby accepts the assignment of the Agreement and further
assumes and agrees to perform all of the duties and obligations of AlliedBarton under the
Pagel of 4
Agreement, and further agrees to be liable and subject to all conditions and restitutions to
which AlliedBarton is subject to under the Agreement.
4. Upon execution of this Assignment and Assumption Agreement and Consent to Assignment
and Assumption of Agreement("Consent"), and for purposes of interpreting the Agreement,
all references to AlliedBarton or Contractor under the Agreement shall hereinafter be
deemed to refer to Universal Protection LLC.
5. Notwithstanding the execution of this Assignment and Assumption Agreement and
Consent, AlliedBarton and Universal Protection LLC shall remain jointly and
severally liable under the Agreement for services prior to the Effective Date of this
Assignment and Assumption Agreement.
6. Simultaneously herewith, Universal Protection LLC shall furnish to the City's Risk Manager.
Certificates of Insurance or endorsements evidencing the insurance coverage as specified
in the Agreement.
7. All written notices given to the Contractor under the Agreement shall be addressed to:
UNIVERSAL PROTECTION SERVICE LLC D/B/A ALLIED UNIVERSAL
SECURITY SERVICES LLC
1551 N. Tustin Avenue, Suite 650
Santa Ana, CA. 92705
Attn: Steven S Jones
Tel: 714-619-9743
Fax: N/A
Email: steven.ione(ahaus.com
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 2 of 4
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed by their appropriate officials, as of the date first entered above.
FOR CONTRACTOR(ASSIGNORI: ALLIEDBARTON SECURITY
SERVICES, LLC.
ATTEST: 1 /
By: K -di •
•
". J !r• IVf�\
Taylor McDonald Jose Ubieta
Print Name/Title Print Name/Title
Date: 10/31/2018
FOR NEW CONTRACTOR(ASSIGNEEI: UNIVERSAL PROTECTION SERVICE
LLC D/B/A ALLIED UNIVERSAL
SECURITY SERVICES LLC
ATTEST:.31----- ``",,/,//
By: C 4.410
Andrew Daniels Bob Wood
Print Name/Title Print Name/Title
Date: 10/31/2018
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment and Assumption Agreement,
pursuant to subsection 10.3 of the Agreement, without warranties of any kind whatsoever being
made incident to this Consent or the Assignment and Assumption Agreement.
FOR CITY: CITY OF MIAMI=EACH, FLORIDA
ATTEST:
By: ;,`=g ''y.: '/r.
Raf el E.Granado,City CleerkT\"........ .. �� +i L. ' •rales,City Manager
F \ 7 }, 'I
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Date: ttIti1 b - .)
A I� JP.P IIr s rrED APPROVED AS TO
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Date
EXHIBIT 1
AGREEMENT
Page 4 of 4 •
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
ALLIEDBARTON SECURITY SERVICES, LLC.
FOR
SECURITY OFFICER SERVICES PURSUANT TO
RFP 2015-013-YG
This Professional Services Agreement("Agreement")is entered into this 1 day of
April, 2015 ("Effective Date"), 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
ALLIEDBARTON SECURITY SERVICES, LLC, a Delaware limited liability company,
authorized to do business in Florida, whose address is 7300 Corporate Center Drive, Suite
401, Miami, Florida 33126("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 Emergency
Management Department Director.
Contractor: For the purposes of this Agreement, Contractor shalt 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. 2015-013-YG 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 referenced
and incorporate 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 Contractor's Proposal in response
to the RFP.
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Risk Manager. The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number
(305) 673-7000, Ext. 6435: and fax number(305)673-7023.
SECTION 2
SCOPE OF SERVICES(SERVICES)
2.1 In consideration of the rates, consistent with its Proposal, to be paid to Contractor by
the City, Contractor shall provide the work and services described in Appendix C and 0,
"Minimum Requirements 8 Specifications" and 'Special Conditions" respectively, of the RFP
(RFP No. 2015-013-YG), 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 conceming 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.
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SECTION 3
TERM
The term of this Agreement(Term) shall commence on April 1, 2016 and shall have an initial
Term of two (2) years, with three (3)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.
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, and shall not exceed six months.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Contractor shall be compensated as
reflected on Tab 5(Cost Proposal)of the Contractor's Proposal(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 thirty
(30) 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:
Emergency Management Department
City of Miami Beach
2310 Pine Tree Drive, 3'd Floor
Miami Beach, FL. 33140
Attn: Charles Tear, Emergency Management Director
Phone: 305-673-7736
Email: CharlesTearmiamibeachfl.nciv
3
•
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
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
• 4
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 attorneys 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.
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 provider shall furnish to the Human Resources Department, Risk Management Division,
City of Miami Beach, 1700 Convention Center Drive, 3rd Floor, Miami Beach, Florida 33139, •
Certificate(s) of Insurance which indicate that insurance coverage has been obtained which
meets the requirements as outlined below:
A. Worker's Compensation and Employer's Liability Insurance for all employees of the
provider as required by Florida Statute 440.
B. Commercial General Liability on a comprehensive basis in an amount not less than
$1,000,000 combined single limit per occurrence, for bodily injury and property damage.
City of Miami Beach must be shown as an additional insured with respect to this
coverage.
C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in
connection with the work, in an amount not less than $1,000,000 combined single limit
per occurrence for bodily injury and property damage.
D. Professional Liability Insurance in an amount not less than $1,000,000 with the
deductible per claim, if any, not to exceed 10% of the limit of liability.
The insurance coverage required above must include a waiver of subrogation in favor of the
City. The insurance coverage required shall include those classifications, as listed in
standard liability insurance manuals, which most nearly reflect the operations of the provider.
All insurance policies required above shall be issued by companies authorized to do
business under the laws of the State of Florida,with the following qualifications:
The company must be rated no less than "B+" as to management, and no less than "Class
VII" as to financial strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the
City Risk Management Division.
Certificates will indicate no modification or change in insurance shall be made without thirty
(30) days advance notice to the certificate holder.
5
CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE
3rd FLOOR
MIAMI BEACH, FL 33139
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 Contractor shall duly execute and deliver to the City a Performance and Payment Bond
in the penal sum equal to 100% of the Contractors Fee, for the payment of which Contractor
shall bind itself for the faithful performance of the terms and conditions of this Agreement.
The Performance and Payment Bond form supplied by the City shall be the only acceptable
form for these bonds, unless otherwise approved by the City's Chief Financial Officer, in his
or her sole discretion. No other form will be accepted. The completed form shall be
delivered to the City within 15 calendar days from the Effective Date. Contractor shall be
required to maintain said Performance and Payment Bond in full force and effect throughout
the Term of this Agreement. Contractor shall have an affirmative duty to notify the City
Manager or the City's Contract Administrator, in writing, in the event said Performance and
Payment Bond lapses or otherwise expires. Contractor's failure to deliver the payment and
performance bond within this specified time, including granted written extensions, if any, shall
constitute a default under this Agreement.
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 Bests 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
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
6
5. Providing a copy of the currently valid Certificate of Authority issued by the
United States Department of the Treasury under SS. 31 USC 93049308.
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
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.
7
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 DELETED]
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 DELETETD]
10.3 ASSIGNMENT, TRANSFEROR 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 Managers 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, when requested to provide additional guards for special/major events or
on an "as needed'basis.
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.
8
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 Xa), 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
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.
9
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:
• $11.62/hour with health benefits; or$13.31/hour 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).
Contractors 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, and/or 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 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 CONTRACTOR: Allied8arton Security Services, LLC.
7300 Corp Center Drive, Suite 401
Miami, FL. 33126
Attn: Andrew Daniels, Primary Account
Representative
Phone: 305-262-7123 and/or 954-415-1367
E-mail: Andrew.daniels(dalliedbarton.com
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•
TO CITY: Emergency Management Department
City of Miami Beach
2310 Pine Tree Drive, ars Floor
Miami Beach, FL. 33140
Attn: Charles Tear, Emergency Management
Director
Phone: 305-673-7736
E-mail: CharlesTear€miamibeachfl.00v
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.
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.
THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
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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:a /
By: / I"
fael . Granada, City Clerk Phili. evil' -••r
Date: �' _osv ...... E 1 \
v
FOR CONTRACTOR: -' "' AwE {��tSN SECURITY SEANCES LLC
t.ATTESST/ '•?'�.R unity Holdings LLC, its Manager
/77 � rH2 Sf
DI/
Fora Gq/J3,-,t6[.-cf p-vJrwl Danic1s O r..'uasbtot/c�crnr{
Print Name/Title t -+.�.� Print Name/Title
Date: rJ aicv; [is ,J'J%
- APPROVED AS TO
FORM&LANGUAGE
&AOR EXECUTION
' City Attorney aril care
12