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HomeMy WebLinkAboutCity of Tamarac Resolution R-95-2311 Temp. Reso. #7244 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-95-�I A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICIALS TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF TAMARAC AND FEDERAL ARMORED EXPRESS FOR ARMORED CAR SERVICE PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City uses armored car service for daily bank deposits; and WHEREAS, the City has contracted with Wells Fargo for armored car service for the past several years; and WHEREAS, the Administration deemed it appropriate to request quotes from armored car companies to ensure continued qualitative services at competitive prices; and WHEREAS, Federal Armored Express submitted the lowest quote; and WHEREAS, based on a recommendation of the City Manager and Finance Director, the City of Tamarac desires to enter into agreement with Federal Armored Express to provide armored car service; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to provide for the execution of a contract between the City of Tamarac, Florida and Federal Armored 1 1 1 Temp. Reso. #7244 Express. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2 An agreement between the City of Tamarac and Federal Armored Express for armored car service, copy of agreement attached hereto as Exhibit 1, is hereby approved together with such changes as may be agreed to by the City Manager or his designated representative and approved as to form and legality by the City Attorney. SECTION 3: The appropriate City officials are hereby authorized to accept and execute said agreement between the City of Tamarac, Florida and Federal Armored Express. SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its Temp. Reso. #7244 passage and adoption. PASSED, ADOPTED AND APPROVED this �5- day of &-1 r) "O" , 1995. CAROL A. EVANS 6-N1 CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. I L_. MITCHELL S. KRAFT CITY ATTORNEY (c:\wpdata\res\. kmw) 1 t0jfte %- 4 NORMAN ABRAMOWITZ MAYOR RECORD OF COMM MAYOR ABRAMOWITZ DIST. 1: V / M KATZ DIST. 2: COMM. MISHKIN DIST. 3: COMM. SCHREIBER DIST. 4: COMM, MACHEK VOTE �C is- a3 / CITY OF TAMARAC, FLORIDA ARMORED CAR SERVICES AGREEMENT WHEREAS, this Armored Car Service Agreement (hereinafter "Agreement") is made on the _�L day of LQVem kf�C, 1995, by and between the City of Tamarac, a Municipal Corporation of the State of Florida, hereinafter the CITY and Federal Armored Express, a national armored car services company authorized to do business in the State of Florida with its local office located at 110 North West 9th Terrace, Hallandale, Florida 33009, hereinafter referred to as FEDERAL whose Federal Identification number is 52-0675776; NOW, THEREFORE, in consideration of the mutual promises herein, the CITY and FEDERAL_ agree to the following Terms and Conditions, as specified below: 1_0 CONTRACT TERM The armored car services agreement shall commence on 1995 and shall terminate three years after the date of commencement, on I I Z % , 1998. The CITY, at its option and pending a mutual agreement between the CITY and FEDERAL, may r new the contract for additional one-year periods. Any renewal is contingent upon satisfactory performance by FEDERAL for the previous year as determined by the CITY. AII. prices as specified in Exhibit A shall remain firm throughout the initial three-year contract period, but may be modified by mutual written agreement of the parties for any subsequent renewal period. All other terms and conditions shall remain firm throughout the initial three-year contract period and any subsequent renewal period unless modified by mutual written agreement of the parties. During the contract term, the CITY may renegotiate with FEDERAL such additions, deletions, or changes to the Agreement as may be necessitated by law or changed circumstances. In the event the CITY and FEDERAL cannot come to a mutual agreement on any such addition, deletion or change, that portion of the Agreement concerning the desired addition, deletion or change, shall be terminated. Z& TERMINATION F CONT CT Either party may terminate this Agreement at any time upon 30 days written notice, which is to be provided by certified mail, return receipt requested, to the appropriate designated representative. 3 Q BREACH OF CgNTRACT This Section, if invoked, shall take precedence over section 2.0. In the event of a breach of contract by FEDERAL or unsatisfactory performance as determined by the Finance Director or his designee as indicated in Subsection 6.0 below (hereinafter "designated representative"), or if FEDERAL performs in a manner that precludes the CITY from administering its functions or activities in an effective and efficient manner and if, after 30 days following written notice thereof, FEDERAL fails to remedy such unsatisfactory performance or breach, the City shall, upon written notice to FEDERAL by certified mail, return receipt requested, be authorized to terminate this agreement. The CITY reserves the right to proceed thereafter against FEDERAL for any and all damages permitted by law arising from such breach or unsatisfactory performance. FEDERAL, however, will not be held responsible for any breach of failure which is determined, to the satisfaction of the Finance Director or his designated representative, to be due to any action or inaction on the part of the CITY. �cS;�31 4_0 EXCUSABLE_DELAYS The CITY expects FEDERAL service to the CITY to be continuous and uninterrupted. FEDERAL shall have and maintain sufficient staff and equipment to support the requirements of this Agreement on a continuous basis without interruption of service during normal business hours. Severe or continuous interruption of service shall be cause for termination of the contract. FEDERAL shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of FEDERAL or any of its subcontractors or assignees and without their fault or negligence. Such causes include, but are not limited to acts of GOD, natural or public health emergencies, and abnormally severe and unusual weather conditions. Upon FEDERAL request, the CITY shall consider the facts and extent of any failure to perform the work and, if FEDERAL failure to perform was without fault or negligence, all affected provisions of the Agreement shall be revised accordingly, subject to the CITY's rights to change, terminate, or stop any or all work at any time. 50 SUBCONTRACTING AND ASSIGNMENT OF PERFORMANCE FEDERAL shall not subcontract any services or work to be provided to the CITY without the prior written approval of the CITY. The CITY reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractor in order to make a determination as to the capability of the subcontractor to perform properly under this Agreement. The CITY's acceptance of a subcontractor shall not be unreasonably withheld. FEDERAL is encouraged to seek minority business enterprises for participation in subcontracting opportunities. This Agreement shall not be assigned, conveyed or transferred by FEDERAL except in the event of acquisition, merger, or divestiture and with the written consent of the CITY at the time of the assignment, conveyance or transfer. FEDERAL is to provide reasonable notice to the CITY of mergers, acquisitions or divestitures which may affect armored car services required under this agreement or which may necessitate the assignment of services. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CITY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to any one other than the CITY and FEDERAL. If FEDERAL subcontracts or assigns any work required under this Agreement, FEDERAL remains primarily responsible for the complete, satisfactory and acceptable performance by the subcontractor or assignee, and warrants that any subcontractor or assignee shall adhere to all the terms and conditions of this Agreement in every respect. This shall not apply in an event of assignment of the entire contract as stipulated in section 18.0 of the Armored Car Services Ageement. The CITY shall not be responsible for the costs of reprinting any documents required as a result of subcontracting or assignment. 6.0 DESIGNATED RE ENTATIV The following individuals are designated to represent FEDERAL and the CITY respectively on all matters concerning the Agreement: Egr FEDERAL' Wayne F. Dextradeur, Account Executive For the MY_ Robert S. Noe, Jr., City Manager Stanley D. Hawthorne, Finance Director isFEDERAL and the CITY will mutually notify each other as quickly as possible of any changes in their designated representatives. 2 7_0 INDEMNIFICATION FEDERAL agrees to indemnify and hold harmless the CITY, its officers, agents and employees from any claim, loss, damage, cost, charge or expense (including all costs and reasonable attorneys' fees) suffered by the CITY from: (a) any act, breach, or neglect by FEDERAL, its agents, employees, assignees, or subcontractors in the performance of services under this Agreement; (b) any misconduct by FEDERAL, its agents, employees, assignees or subcontractors; (c) any inaccuracy in or breach of any of the representations, warranties or covenants made herein by FEDERAL, its agents, employees, assignees or subcontractors; (d) any claims, suits, actions, damages or causes of action arising during the term of this Agreement for any personal injury, loss of life or damage to property sustained by reason or as a result of performance of this Agreement by FEDERAL, its agents, employees, assignees or subcontractors; and FEDERAL further agrees to indemnify and hold harmless the CITY or its officers or agents or employees, against any claims or liability arising from or based on the violation of any federal, state, county, or city laws or regulations, by FEDERAL, its agents or employees. This indemnification will also obligate FEDERAL to defend at its own expense or to provide for such defense, at the CITY's option, any and all suits that may be brought against the CITY which may result from the performance by FEDERAL or its agents, employees, assignees or subcontractors, under any contract entered into. Should any charges to be assessed against any CITY employee or officer or agent as a direct result of any fault of FEDERAL in providing the CITY with armored car services, then FEDERAL agrees to either pay those fees assessed or negotiate termination of the charges. The award of this contract to FEDERAL shall obligate it to comply with this indemnification clause in its entirety. These provisions shall survive the expiration or earlier termination of this Agreement for claims arising from this agreement. Nothing in this agreement shall be construed to affect in any way the CITY's rights, privileges, and immunities as set forth in Florida Statutes 768.28. �Q IN$URANCE REQUIREME FEDERAL shall not commence work under this Agreement until it has obtained all insurance required under this paragraph as specified in Exhibit B, and until such insurance has been approved by the Risk Manager of the CITY to be in conformity with CITY requirements, nor shall FEDERAL allow any subcontractor or assignee to commence work in conjunction with this Agreement until all required insurance has been obtained by the subcontractor or assignee and approved by the Risk Manager of the CITY. It is agreed that, in the event any person, firm or corporation should sustain damage that is not covered by the insurance in the course of performance of the Agreement, FEDERAL will indemnify and hold harmless the CITY for all costs, losses and damages to person(s) or property, including but not limited to, judgements and attorney fees and shall defend itself and, if asked by the CITY, provide for the CITY's defense at no cost for any cause of action brought. FEDERAL shall file a Certificate of Insurance that meets all the requirements set forth herein with the CITY's Risk Manager prior to the commencement of the work to be performed under this Agreement. Policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have adequate policyholders and shall be rated a least A VII per the most recent rating listed on A.M. Best rating guide: licensed to do business in the state of Florida. The Certificate shall contain a provision that coverage afforded under the policy will not be canceled until at least thirty (30) days prior written notice has been given to the CITY. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, FEDERAL shall furnish, at least five (5) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. 3 r _ q S ,-,,2 3/ The loss or theft of any CITY deposits, once transferred to FEDERAL, will be the sole responsibility of FEDERAL. The CITY will be reimbursed for the amount of the deposit, in a timely manner should this event occur. The CITY shall make every effort to reconstruct any such deposit. Such reconstruction, in the absence of microfiche or microfilm, shall be effective with dollar amounts, and the names and addresses of the makers. 9_0 APPLICABILITY OF FEDERAL., STATE, AND LOCAL LAWS/FEDERAL COURT RULINGIJ All applicable laws and regulations of the United States and the State of Florida, and all ordinances and regulations of Broward County and the City of Tamarac shall apply to this Agreement. FEDERAL agrees that it will monitor this requirement closely and make any adjustments deemed necessary to remain in compliance. M. ACCESS TO RECQRDS The CITY, or its authorized representatives, shall have access to the books and records maintained by FEDERAL concerning the CITY's accounts unless any applicable Federal or State laws prevent such access. Such access shall be during regular business hours, and will include the inspection or copying of any books, records, memoranda, checks, correspondence, or documents that the CITY requires access to. All records shall be maintained for a minimum of three (3) years, or longer if required by the applicable regulatory bodies. 11,0 NONDISCRIMINATION FEDERAL agrees that there will be no discrimination as to race, color, creed, sex or national origin in regard to its obligations performed under the terms of this agreement. M FEDERAL AS AN INDEPENDENT CONTRACTOR isFEDERAL is and shall be in the performance of all work services and activities under this Agreement, an independent contractor, and not an employee, agent, or servant of the CITY. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to FEDERAL sole direction, supervision, and control. FEDERAL shall exercise control over the means and manner in which its employees perform the work and, in all respects, FEDERAL's relationship and the relationship of its employees to the CITY shall be that of an independent contractor and not as employees or agents of the CITY. • 13.0 CONFLICTS OF INTEREST FEDERAL represents that it has or will secure at its own expense, all necessary personnel required to perform the services under this Agreement. FEDERAL shall use every effort to insure that such personnel shall not be an employee of or have any contractual relationship with the CITY, nor shall such personnel be entitled to any benefits of the CITY including, but not limited to, pension, health and worker's compensation benefits. FEDERAL represents that it has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, as provided for in Florida Statutes 112.311. FEDERAL further represents that no person having any interest shall be employed for said performance. For purposes of determining any possible conflict of interest, FEDERAL shall, on a best effort basis, notify the CITY in writing if any CITY employee is or becomes a substantial owner (that is, owns 5% or more of FEDERAL corporate stock), corporate officer, or employee of its business. ►I )( 9S-a3l 14.0 QUALIFIED FE AL'S PERSONNEL All of the services required hereunder shall be performed by FEDERAL or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and . local law to perform such services. FEDERAL warrants that all services shall be performed by skilled, competent personnel to the highest professional standards in the field. 15,0 FEDERAL AND STATE TAXES The CITY is exempt from the payment of State sales and use taxes. The CITY will sign an exemption certificate submitted by FEDERAL. FEDERAL shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the CITY, nor is FEDERAL authorized to use the CITY's Tax Exemption Number in securing such materials. FEDERAL shall be responsible for payment of its own employees' payroll, payroll taxes, and benefits regarding this agreement. 16.0 REMEDIES This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Broward County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law of in equity or by statute of otherwise. No single or partial exercise by any parry of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. IM5 Whenever either party desires to give notice unto any other party, it must be given by written notice, sent by registered U.S. mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the persons and places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective persons and places for giving of notice, to wit: CITY Robert S. Noe, Jr. City Manager City of Tamarac 7525 NW 88 Avenue Tamarac, FL 33321-2401 = AS$IGNMENT TO gUCCESSORS FEDERAL Mr. Frederick A. Aus Federal Armored Express, Inc. President 7675 Canton Center Dr. Baltimore, MD 21224 All assignments of this agreement to successors shall require the approval of the CITY COMMISSION by duly enacted resolution. The CITY reserves the right to terminate this agreement immediately upon the acquisition of FEDERAL by another armored car company. FEDERAL. shall promptly notify the CITY of any such acquisition in writing within a reasonable time frame following such announcement. The event shall impose no changes unfavorable to the CITY without the CITY's written consent and agreement. 19.0 PAYMENT MS AND CASH DI C UNTS Payment terms, unless otherwise stated in this agreement, will be considered to be net 30 days after the date of satisfactory delivery at the place of acceptance and receipt of correct invoice at the office specified, whichever occurs last. If FEDERAL offers a discount, then it is understood that the discount time will be computed from the date of satisfactory delivery, at the place of acceptance, and receipt of correct invoice, at the office specified, whichever occurs last. 5 E -I J Q,Q VENUE This agreement shall be considered consummated in Broward County, Florida. All actions brought hereunder shall be brought exclusively in Broward County, Florida. 1� PRICE ADJUSTMENT Prices quoted shall be firm for the initial contract term (three years). Thereafter, any extensions which may be approved by the City shall be subject to the following: Cost for any extension term(s) shall be subject to adjustment only if increases or decreases occur throughout the local industry. The City will use changes in the Consumer Price Index (CPI) (United States All Urban Consumers), as published by the Bureau of Labor Statistics of the U.S. Department of Labor, and documented payroll figures provided by the Contractor in any adjustment review. Such adjustment, if approved, may not exceed 5%, or the CPI whichever is lower. The yearly increase or decrease in the CPI shall be that latest Index published and available for the calendar year ending 12/31, prior to the end of the contract year then in effect, as compared to the index for the comparable month one year prior. - City Hall Requirements: The City requires daily armored car services (Monday through Friday, except for City observed holidays) for deposit of City funds (currency and coin), wire transfer request letters, delivery of receipted deposit tickets, bank statements and other correspondence between the bank and the City, and the transportation of negotiable securities or other items of value. a. Pick up Location: City Hall Cashiers Office, Room 102 7525 Northwest 88 Avenue Tamarac, Florida 33321-2401 b. Pick up dates: Monday through Friday, except for City observed holidays listed below: New Years Day Presidents Day Martin Luther King Memorial Day Independence Day Labor Day Thanksgiving Day Day after Thanksgiving Day Veterans Day Christmas Day 1.1 c. Pick up Times: C� J The CITY's time for pick up is between 1:00 PM and 2:30 PM, daily. d. Deposits of CITY s funds will be delivered to First Union National Bank of Florida at the location listed below: First Union National Bank of Florida (The Money Center) 1410 Southwest 3rd Street Pompano Beach, Florida 33069 e. FEDERAL Responsibilities: 1. FEDERAL shall make one pickup daily from the above location, and deliver deposits to the designated City Bank. On a best effort basis, FEDERAL will try to provide same day credit on deposit(s). 2. A guard will pick up standard prenumbered sealed disposable bags containing the City deposits and deposit slips. The exterior of the bag will reflect the amount of deposit said to be contained inside. The guard signs a daily pickup manifest for the bags showing the total as it appears, and takes the deposit to the designated City bank. Guard obtains a signed delivery receipt from the bank. Deposit slips are returned to the City directly from the bank. 3. FEDERAL shall make every attempt to inform the CITY in advance of any change in service that might occur during a regular scheduled pick up, so that the CITY can take necessary steps in adhering to the change. XWi The City will accept invoices no more frequently than one (1) per month. Each invoice shall be accompanied by records fully detailing the amounts stated on the invoice. The City will make every attempt to pay invoices completely within thirty (30) days of receipt of a correct invoice. Contractor shall prepare verification data for the amount claimed, and provide complete cooperation during such investigation of any areas in the invoice subject to question. ZQi ADDITION- DELETION OF SERVICES The City reserves the right to add to the services specified in this agreement, or to delete any portion of the resulting Contract, at any time, and if such right is exercised by the City the total fee shall be increased or decreased in the same ratio as the service is to the monthly flat rate quoted by FEDERAL and accepted by the City. 7 r] CITY OF TAMARAC, FLORIDA ARMORED CAR SERVICES AGREEMENT SIGNATURE PAGE ON BEHALF OF THE CITY OF TAMARAC, FLORIDA THIS _:Z DAY OF , 1995: ATTEST: City Clerk ci}AD(_ A . V PN51 CMC AP pR V D TO FORM: � L City Attorney M t Tu¢f'LL S. k', kA itr • l f n City Manager IIZ,p 6eRj- S . 51-ANLEy kI1q-WT&40P-A3F— ON BEHALF OF FEDERAL ARMORED EXPRESS, INCORPORATED THISDAY OF'1995: ATTEST: FEDERAL ARMORED EXPRESS, Inc.: Corporate Secretary LLj Official Authorized to Legally Bind the company Kevin R. Dunbar, Executive Vice Presider Type name of Corporate Secretary (CORPORATE SEAL) Executive Vice President Title The foregoin instru me a was acknowledged before me this . l s4 day of � �� 1995, by d a Ct.lZ (name of official signing above), personally known to me or who has produced (type of identification) as identification. Notary Public v JULIA A. EMM NOTARY PUBLIC STATE OF MARYLAND My Commission Expir^s March 25, 1997 L �J • STATE OF FLORIDA ) ss: Acknowledgement of City of Tamarac COUNTY OF BROWARD ) BEFORE ME, the undersigned authority this day personally appeared Norman Abramowitz, Mayor, and Robert S. Noe, Jr., City Manager, and acknowledged to me and before me that they executed the above and foregoing contract for the uses and purpose therein expressed with due authority in that behalf from the City Commission of the City of Tamarac, Broward County, Florida. IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Tamarac, Broward County, Florida on this 7 day of AVe&4r-, 1995. OtiPryY '00 OFFICIAL NOTARY SEAL - n KARFM LrE JACKSON q 13 * COMMI5S10P1 Num"A �S CC2u1G76 9le�F F4Q�o MY CoMhUSSION EXP. MAY 14 1996 IPersonally known tome Produced identification Nolary Public,ttateof Florida at Large Print or Type Name of Notary Public Commission Number & Expiration Date E•F.l -2 EXHIBIT - A 0ITY OF TAMARAC RMORED CAR SERVICES AGREEMENT PRICE/RATE REQUIREMENTS C� 1J PRICE/RATE REQUIREMENTS The total cost to the CITY shall be based on a monthly rate of Two Hundred Twenty Dollars ($220.00), and shall be firm for the term indicated in the Armored Car Services Agreement. The CITY shall receive credit for the day(s) that FEDERAL could not provide service, as stated in the Armored Car Services Agreement, due to mechanical failures and driver/dispatcher carelessness when the situation or event could have be avoided and remedied. N rL -9s--c2- �3 I EXHIBIT - B CITY OF TAMARAC RMORED CAR SERVICES AGREEMENT SCHEDULE OF INSURANCE REQUIREMENTS FEDERAL shall maintain at least the following minimum insurance requirements throughout the life of this agreement: a. Worker's Compensation: Notwithstanding FS 440.055, any firm performing work on behalf of the City of Tamarac must provide Worker's Compensation Insurance. b. Commercial General Liability with minimum combined limits of one million dollars ($1,000,000.00) with the CITY named as an additional insured. c. Automobile Liability in the minimum amount of one million dollars ($1,000,000.00) each occurrence. d. An insurance olio or policies to cover damage to, or loss of articles transported: including policy p 9 P 9 banknotes, bonds, coupons, stock certificates, securities, checks, currency and coin, and other valuable documents, from any cause whatsoever in transit or otherwise, including any act of omission of the Contractor, or any of its employees, or anyone acting on its service. Contractor's insurance coverage for the items insured hereunder to be in the minimum amount of five million dollars ($5,000,000.00) each occurrence. Contractor's coverage also will apply as primary coverage to any insurance which the CITY may carry in its own name. FEDERAL shall provide the CITY with the current certificates of insurance for the required coverages. The certificates shall indicate that the city shall be given advance written notice of cancellation or material change of not less than 30 days. 10