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�ituof 4 ANNIE PEREZ, CPPO ARTHUR NORIEGA V Chief Procurement Officer City Manager CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO SERVICES CONTRACT BETWEEN THE CITY OF SUNRISE, FLORIDA AND BEEFREE LLC DBA FREEBEE The City of Miami, a Florida Municipal Corporation ("City") is accessing the City of Sunrise's ("Sunrise") RFP No. 21-04-05-MS for On -Demand Transportation Services from Freebee LLC dba Beefree, a Florida Limited Liability Company ("Contractor") for the various City departments and agencies. That certain Contract titled "Sunrise On -Demand Transportation Contract between the City of Sunrise and Freebee LLC dba Beefree" ("Contract") made and entered effective as of March 31, 2022, is attached hereto and is incorporated by reference herein and is inclusive of the City of Miami legal requirements. The terms of this Supplemental Agreement ("Agreement") is as stated in Section 3 of the Contract. The effective date of access by the City is 1. The words "City of Sunrise" shall be stricken and replaced hereby with the phrase/word "City of Miami" or "City" throughout the Contract. 2. The word "Broward County, Florida" shall be stricken and replaced hereby with the phrase/word "Miami -Dade County, Florida" throughout the Contract. 3. CONTRACTOR'S RESPONSIBILITIES: A. The On -Demand Transportation Services Program ("Program") provided by Contractor will include short distance, door-to-door electric transportation within the service area boundary to any other point within the service area boundary and is available to the user upon request. The intent is to provide first and last mile connectivity to other forms of mass transit for residents, visitors and business employees ("Riders"), which would take cars off the road, minimize single occupancy vehicles within communities and help free up parking. B. Contractor's responsibility under this Agreement is for On -Demand Transportation as set forth in the Contract and as further stated in Exhibit "A" of the Contract — Scope of Services which is attached and made part of this Agreement. C. Contractor will provide three (3) Tesla's Model X electric vehicles and one (1) Lightning Electric Zero Emission Ford Transit Passenger van that must meet the Federal Motor Vehicle Safety Standard (FMVSS). Contractor will supply state-of-the-art charging equipment for electrical vehicle fleet. Contractor must have ADA compliant vehicle available at all times. D. Contractor agrees to provide its own mobile application in which the user will be able to locate their position and request a vehicle for pickup. E. Contractor will bill the City by the 10th day of each month for services rendered to the minute during the prior month at the hourly rates listed in Exhibit "B" of the Contract. If Contractor does not provide all of the scheduled or flexible hours for a day, partial hours will be prorated at the hourly rates listed in Exhibit "B" of the Contract. The City hereby agrees to pay Contractor for the faithful performance of this Agreement, for services rendered in accordance with Exhibit "A." F. The total contract price hereto is referred to as Contract Sum and shall not exceed an estimated Five Hundred and Ninety Thousand Dollars ($590,000) per year. 4. SUPPLEMENTAL CLAUSES: a) Section 6 of the Services Contract titled "Insurance Requirements" is hereby deleted and replaced with the following language: Insurance I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 Page 2 Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation A. Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability B. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,00,000 for bodily injury caused by disease, policy limit IV. Umbrella Liability Combined Single Limit Each Occurrence Policy Aggregate $2,000,000 $2,000,000 City of Miami listed as additional insured. Coverage is excess over the general liability and auto policies. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by Page 3 A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. b) Section 11 of the Services Contract titled "Indemnification" is hereby deleted and replaced with the following language: Indemnification: Contractor shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, employees, agencies, and instrumentalities (individually and collectively the "Indemnitees"), from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by the Contractor, the Contractor's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to the Contractor's services which are applicable to the Contractor, the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the Indemnitees were negligent. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons or entities employed or utilized by Contractor. These duties shall survive the cancellation or expiration of this Agreement. This Section shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. Contractor shall require all sub -contractor agreements to include a provision that each sub -contractor shall indemnify, hold harmless and defend the City in substantially the Page 4 same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving, or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub -contractor under this Contract. Ten dollars ($10.00) of the payments made by the City shall constitute separate, distinct, and independent consideration for the granting of this indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. c) Section 10 of the Services Contract titled "Termination for Convenience" is hereby deleted and replaced with the following language: Cancellation for Convenience: The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. d) Section 12 of the Services Contract titled "Independent Contractor" is hereby deleted and replaced with the following language: Independent Contractor: This Agreement does not create an employee/employer relationship between the parties. It is the express intent of the parties that Contractor is an independent Contractor under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, any benefits under the City Pension Ordinances, and the State unemployment insurance law. Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder. Contractor agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it makes its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. Page 5 This Agreement shall not be construed as creating any joint employment relationship, joint venture partnership or other affiliated entity status between Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. In this regard the City is not responsible for any debts, defaults, acts or omissions of Contractor or its officials, agents, servants, and employees. e) Section 18 of the Services Contract titled "Conflict of Interest" is hereby deleted and replaced with the following language: No Conflict of Interest: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no sub- contractor under this Agreement or any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its sub -contractor will abide by this prohibition of the City Code. f) Section 20 of the Services Contract titled "Nondiscrimination" is hereby deleted and replaced with the following language: Nondiscrimination, Equal Employment Opportunity, and Americans with Disability Act: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, Contractor affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program Page 6 or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. g) Section 21 of the Services Contract titled "Public Entity Crimes" is hereby deleted and replaced with the following language: Public Entity Crimes: To be eligible for award of a contract, firms wishing to do business with the City must comply with Section 287.133(2)(a) of the Florida Statutes, which provides that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Proposal on a contract to provide any goods or services to a public entity, may not submit a Proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit Proposals on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO, as defined by Section 287.017(2) of the Florida Statutes, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. h) Section 23 of the Services Contract titled "Notice" is hereby deleted and replaced with the following language: Notices: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery of by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by mail on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO THE CITY: Arthur Noriega V City Manager 3500 Pan American Drive Miami, Florida 33133 TO BEEFREE LLC DBA FREEBEE: Beefree, LLC dba Freebee 2312 N Miami Avenue Miami, FL 33127 Attn.: Jason Spiegel, Manager Partner Page 7 George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 i) Section 24 of the Services Contract titled "No Damage for Delay" is hereby deleted and replaced with the following language: City Not Liable for Delays: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any sub -contractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. j) Section 25 of the Services Contract titled "Public Records Law" is hereby deleted and replaced with the following language: Public Records: Contractor hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Contractor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Contractor's failure or refusal to comply with the provisions of this section shall result in immediate termination of Contractor by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, Contractor shall comply with the Florida Public Records Laws, specifically Contractor shall: 1) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. Page 8 2) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Motorola upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically shall be provided to the City in a format compatible with the information technology systems of the public agency. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE VENDOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. k) Section 29 of the Services Contract titled "Order of Precedence" is hereby deleted and replaced with the following language: Contract Documents & Hierarchy This Agreement sets forth the entire understanding of the parties and consists of the documents listed below. In the event of a conflict between any these documents, the conflict will be resolved in the following descending order of priority (highest to lowest): a. Exhibit A — the Agreement (this document) b. Exhibit B — the Contract c. Exhibit C — Insurance Requirements d. Exhibit D — Corporate Resolution or Other Proof of Authority e. Exhibit E — Certificate of Insurance I) Section 30 of the Services Contract titled "Compliance with Laws" is hereby deleted and replaced with the following language: Page 9 Laws and Ordinances Contractor shall be responsible to follow and observe all applicable laws, rules, regulations and ordinances of the City, County, State, Federal governments, or other public agencies having jurisdiction over the subject matter of this Agreement relating to the activities, undertakings and operations being conducted pursuant to this Agreement. 5. THE FOLLOWING CLAUSES HAVE BEEN ADDED TO THIS AGREEMENT: a) Applicable Law, Venue and Attorney's Fees: This Agreement with the City of Miami will be governed by and construed under the laws of the State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings between Contractor and the City of Miami will be in a court of competent jurisdiction located in Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees. b) Counterparts This contract, and all amendments thereto, may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. c) Assignment: Contractor's services are considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise sold by Contractor, in whole or in part, and Contractor shall not assign any part of its operations which are related to the performance of this Agreement, without the prior written consent of the City Manager, which may be denied, withheld or conditioned, in the City's sole discretion through the City Manager. Contractor shall have not recourse from the City Manager's refusal to approve this Assignment, other than to cancel the Agreement in the manner provided by subsection (c) above. d) Mediation: This parties may, at their discretion, agree in writing to resolve any dispute between them arising under this Agreement by submitting such dispute to non —binding mediation by a certified mediator in Miami -Dade County, Florida. The parties shall split the cost of the mediator. The decision of the mediator shall not be binding. e) Contingency Clause: Page 10 Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws, city programs or policies, or regulations, upon thirty (30) days written notice. f) Force Majeure: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. g) Use of Name: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. h) No Third -Party Beneficiary: No persons other than Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. i) Survival: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. Page 11 j) Truth -in -Negotiation Certification, Representation and Warranty: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. k) E-Verify Employment Verification: Contractor shall E-Verify the employment status of all employees and subconsultants to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by Contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If Contractor knowingly employs unauthorized aliens, such violation shall be cause for termination of this Agreement. Furthermore, Contractor agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e- verify.uscis.gov/emp, to verify the employment eligibility of all employees during the term of this Agreement. Contractor shall also include a requirement in subconsultant agreements that the subconsultant shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subconsultant during the term of this Agreement. Page 12 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST: "CONTRACTOR" Beefree LLC dba Freebee, a Florida Limited Liability Company By: By: Jason Spiegel Date: Managing Partner Title: Corporate Seal/Notary Seal ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS By: George K. Wysong III City Attorney "CITY" CITY OF MIAMI, a Florida Municipal Corporation By: Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS By: Anne Marie Sharpe, Director Risk Management Page 13 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, , a (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the agreement to which this resolution is attached; and WHEREAS, the (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of (same as identified above) that this company is authorized to enter into the Agreement with the City, and the (company officer title) and the (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this day of , 2024. ("Contractor") An (State) Company By: (sign) Print Name: TITLE: (sign) Print Name: Page 14 ACCESSING COMPETED CO-OP and GOVERNMENTAL CONTRACTS CHECK LIST CONTRACT NO.: RFP No. 21-0-05-MS PROCUREMENT CONTRACTING OFFICER: Aileen Carbonell DATE SUBMITTED: 08-05-2024 TITLE: On -Demand Transportation Services Accessing Co-ops and Governmental Contracts Package All Accessing of contacts must be reviewed and approved by the Department Director with signature below. Procurement Documents — to be included in Approval Package Fl Award Summary Form for Director or City Manager (if applicable) Fl Agenda Item Summary Form (for Commission Approval — if applicable) Fl Resolution (for Commission Approval — if applicable) Fl Copy of this checklist signed by the Director Co-op/Governmental Agency Documents — to be included in Approval Package Fl Copy of Tally/Evaluation Results (score sheets, ranking or summary) Fl Copy of Contract's Advertisement & Distribution information Fl Copy of Contract/Solicitation Being Accessed Fl Copy of Award Sheet/Approval Documents Fl Copy of Proposal/Bid NOTES: GZIAPPROVED as a contract which was entered into pursuant to a competitive process in compliance with City laws, policies and procedures. ❑ NOT APPROVED as a contract which was entered into pursuant to a competitive process in compliance with City laws, policies and procedures. Annie Perez, CPPO Director, Department of Procurement 8/1/17 SUNRISE, FLORIDA RESOLUTION NO. 22-22 A RESOLUTION OF THE CITY OF SUNRISE, FLORIDA, AWARDING RFP NO. 21-04-05-MS AND "STANDARD CONTRACT NO. C 21-04-05- MS BETWEEN THE CITY OF SUNRISE, FLORIDA AND BEEFREE, LLC D/B/A FREEBEE" FOR ON -DEMAND TRANSPORTATION SERVICES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in July 2019, the City applied for a Public Transit Service Development Grant administered by the State of Florida Department of Transportation (FDOT) to assist with funding of a new on -demand electric vehicles program for the Western Sunrise Business and Entertainment District; and WHEREAS, in January of 2020, the City was awarded an $885,000 grant, which provides partial funding towards the new transportation service as well as a local match; and WHEREAS, on April 13, 2021, via Resolution No. 21-31, a "State of Florida Department of Transportation Grant Agreement" was approved to accept the award. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNRISE, FLORIDA: Section 1. The award of RFP No. 21-04-05-MS for On -Demand Transportation Services to Beefree, LLC d/b/a Freebee is hereby approved in an amount not to exceed FY 2021-2022 approved budgeted funds, with subsequent years' expenditures subject to budget approval. Section 2. "Standard Contract No. C 21-04-05-MS between the City of Sunrise, Florida and Beefree, LLC d/b/a Freebee" (Contract) for On -Demand Transportation Services is hereby approved. A copy of the Contract is attached hereto and made a part of this Resolution as Exhibit A. Section 3. The Procurement Manager or designee is hereby authorized to execute the Contract. The Procurement Manager or designee is further authorized to extend the Contract, in accordance with the terms of the approved Contract. The City Manager is authorized to approve Additional Flexible Hours in accordance with the terms of the Contract. Section 4. Effective Date. This Resolution shall be effective immediately upon its passage. KAKRG0309 1 C22059 RESOLUTION NO. 22-22 PASSED AND ADOPTED this 22ND DAY of MARCH, 2022. MOTION: SECOND: DOUGLAS: GUZMAN: KERCH: SCUOTTO: RYAN: SCUOTTO KERCH YEA YEA YEA YEA YEA Approved by the City Attorney as to Form and Legal Sufficiency ''.=:e-- Mayor Michael J. Ryan Authentication: Kimberly A. K. an KAKRG0309 2 C22059 RESOLUTION NO. 22-22 STANDARD CONTRACT NO. C 21-04-05-MS BETWEEN THE CITY OF SUNRISE, FLORIDA AND BEEFREE, LLC D/B/A FREEBEE THIS CONTRACT between the City of Sunrise, a municipal corporation of the State of Florida whose address is 10770 West Oakland Park Boulevard, Sunrise, Florida, 33351 (hereinafter referred to as "the City") and Beefree, LLC d/b/a Freebee, a Florida Limited Liability Company (hereinafter referred to as the "Contractor"), whose address is 2312 N Miami Avenue, Miami, Florida 33127 and whose Federal Identification Number is 45-4659887, incorporates RFP No. 21-04-05-MS, State of Florida Department of Transportation Public Transportation Grant Agreement, and Contractor's Proposal as if fully set forth herein. In consideration of the mutual terms and promises set forth below, the City and the Contractor agree as follows: 1. Services The Contractor's responsibility under this Contract is for On -Demand Transportation as set forth in this Contract and as further stated below in Exhibit "A" — Scope of Services which is attached and made a part of this Contract. The City's representative during the performance of this Contract shall be Danielle Lima, Economic Development Director, telephone number (954) 746-3430 or designee. The Contractor's representative during the performance of this Contract shall be Jason Spiegel, Managing Partner, telephone number (215) 370-5699 or designee. 2. Payments The Contractor will bill the City by the 10th day of each month for services rendered to the minute during the prior month at the hourly rates listed in Exhibit "B." If Contractor does not provide all of the scheduled or flexible hours for a day, partial hours will be prorated at the hourly rates listed in Exhibit "B." The City hereby agrees to pay Contractor for the faithful performance of this Contract, for services rendered in accordance with Exhibit "A". A total contract price hereto is referred to as Contract Sum and shall not exceed Five Hundred and Ninety Thousand Dollars ($590.000.00) per year. The Contractor shall submit invoices to: City of Sunrise Attn: Accounts Payable Dept. 10770 West Oakland Park Blvd. Contractor Initials City InitialsS Page 1 Sunrise, FL 33351 Invoice foram must minimally include the following information: each day of service shall identify the date of service, start time to the minute for each vehicle, end time to the minute for each vehicle, type of vehicle, rate for each vehicle, and the total number of hours per type of vehicle for that day. The invoice must identify whether the vehicle was Scheduled Circulating Vehicle or a Flexible Circulating Vehicle. The invoice and backup must also include the total number of hours for each type of vehicle for the month, the resulting monthly billing for that type of vehicle, and the total amount of billings for all types of vehicles by vehicle style and by Scheduled Circulating Vehicle and Flexible Circulating Vehicle per Exhibit "B" — Pricing. See Exhibit "C" — Form of Invoice. 3. Initial Contract Period and Contract Renewal The initial Contract period shall be for three (3) years, commencing upon final execution of this Contract. In addition, contingent upon Budget approval, the City reserves the right, but not the obligation, to renew the Contract for two (2) additional one (1) year periods, under the same terms, conditions and specifications, by written notification to the Contractor by the Procurement Manager at least sixty (60) days prior to the expiration of the then -existing Contract period. In the event the Services are scheduled to end either by Contract expiration or by termination by the City of Sunrise, the City may request the Contractor to continue the Services until new services can be completely operational. In accordance with Section 5-173 (h) of the City's Code, the City Manager, or designee, may extend the Contract for a period not to exceed 180 calendar days subject to the same terms and conditions set forth in the initial Contract. The Contractor will be reimbursed for Services at the rate in effect when this transitional period clause is invoked by the City. Any additional extensions shall be subject to City Commission approval. 4. Access and Audits The Contractor shall maintain adequate records related to all charges, expenses, and costs incurred in estimating and performing the work for at least three (3) years after completion of this Contract. Upon reasonable notice to the Contractor, the City shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the Contractor's place of business. 5. Truth-ln-Neqotiation Certificate Signature of this Contract by the Contractor shall also act as the execution of a truth -in - negotiation certificate certifying that the wage rates, overhead charges, and other costs Contractor Initials City Initials Page 2 used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the Contractor's most favored customer for the same or substantially similar services. The said rates and costs shall be adjusted to exclude any significant sums should the City determine that the rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate presentation of fees paid to outside Contractors. The City shall exercise its rights under this clause within three (3) years following final payment. Notwithstanding the foregoing, the City acknowledges that the Contractor's services are specialized to each customer and dependent on the timing and scope of each agreement, and thus agrees that all circumstances will be considered in determining whether more favorable terms have been provided. 6. Insurance Requirements 6.1 Contractor agrees at its sole expense to maintain on a primary basis, non- contributory basis during the life of this Contract the following insurance coverages, limits, including endorsements described herein. The requirements contained herein, as well as City's and State of Florida Department of Transportation's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under the Contract. Any coverage maintained by the City or State of Florida Department of Transportation shall apply excess of, or contingent upon the absence of, insurance required or maintained by Contractor. 6.2 Commercial General Liability. Contractor agrees to maintain Commercial General Liability at a limit of liability not less than $1,000,000.00 Each Occurrence, $2,000,000 Annual Aggregate. Contractor agrees its coverage shall not contain any restrictive endorsement(s) excluding or limiting Product/Completed Operations, Independent Contractors, Broad Form Property Damage, X-C-U Coverage, Contractual Liability or Separation of Insureds. 6.3 Additional Insured Endorsement. Contractor agrees to endorse the City and State of Florida Department of Transportation as an Additional Insured on the Commercial General Liability with the following, or similar endorsement providing equal or broader Additional Insured coverage, the CG 20 26 07 04, or CG 20 26 04 13, Additional Insured — Designated Person or Organization endorsement; or the CG 20 10 07 04, or CG 20 10 04 13, Additional Insured — Owners, Lessees, or Contractors endorsement, including the additional endorsement of GC 20 37 07 04, or GC 20 04 13, Additional Insured — Owners, Lessees, or Contractors Completed Operations. The name of the organization endorsed as Additional Insured for all endorsements shall read "City of Sunrise" and "State of Florida Department of Transportation". 6.4 Business Automobile Liability. Contractor agrees to maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Each Contractor Initials City Initials $ Page 3 Occurrence. Coverage shall include liability for Owned, Non -Owned & Hired automobiles. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non -Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Contractor further agrees to endorse the City and State of Florida Department of Transportation as an Additional Insureds on the Business Automobile Liability with the CA- 2048 Designated Insured Endorsement, or its equivalent. 6.5 Worker's Compensation Insurance & Employers Liability. Contractor agrees to maintain Worker's Compensation Insurance & Employers Liability. Elective exemptions or coverage afforded through an employee leasing arrangement will NOT satisfy this contractual requirement. 6.6 Waiver of Subrogation. Contractor agrees by entering into Contract to a Waiver of Subrogation for each required policy herein. When required by the insurer, or should a policy condition not permit Contractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should Contractor enter into such an agreement on a pre -loss basis. 6.7 Certificate(s) of Insurance. Contractor agrees to provide both the City and State of Florida Department of Transportation with Certificates of Insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect, and Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when a manuscript notice endorsement is available by Contractor's insurer. If the Contractor receives a non -renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Contractor agrees to notify the City by fax or email within five (5) business days with a copy of the non -renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder(s) address shall read: Original to: Copy to: City of Sunrise Attn: Procurement Manager Purchasing Office 10770 West Oakland Park Blvd. Sunrise, Florida 33351 purchasing a©sunrisefl.00v Fax (954) 578-4809 City of Sunrise Attn: Risk Manager Risk Management Division 10770 W. Oakland Park Blvd. Sunrise, FL 33351 riskmanagement(sunrisefl.00v Contractor Initials City Initials Page 4 Copy to: State of Florida, Department of Transportation c/o Officer of Comptroller, MS24 Re: Financial Project Number 446658-1-84-01 605 Suwannee Street Tallahassee, FL 32399-0405 FDOTSingleAudit(5 dot.state.fi.us 6.8 Umbrella or Excess Liability. Contractor agrees to maintain either a Commercial Umbrella or Excess Liability at a limit of liability not Tess than $5,000,000 Each Occurrence $5,000,000 Aggregate. The Contractor agrees to endorse the City and State of Florida Department of Transportation as "Additional Insureds" on the Commercial Umbrella/Excess Liability, unless the Certificate of Insurance states the Commercial Umbrella/Excess Liability provides coverage on a pure/true follow -form basis, or the City and State of Florida Department of Transportation are automatically defined as an Additional Insureds or Additional Protected Persons. 6.9 Right to Revise or Reiect. City reserves the right, but riot the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the criteria stated herein. Additionally, City reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally. City will compensate Contractor for any resulting increases in premiums or will not revise requirements after execution of Agreement. 7. Performance and Payment Bond ❑ Applicable 0 Not Applicable The Contractor shall fumish a separate performance and payment bond covering 100% of the amount of award to the City within ten (10) calendar days after receipt of written Notice of Intent to Award Contract. The performance and payment bond furnished by the Contractor shall incorporate by reference the terms of this Contract as fully as though they were set forth verbatim in such performance and payment bond. The performance and payment bond furnished by the Contractor shall be in a form acceptable to the City and shall be executed by a surety, or sureties, reasonably suitable to the City. 8. Termination for Govemmental Non -Appropriations The City is a bona fide governmental entity of the State of Florida with a fiscal year Contractor Initials City Initials k) Page 5 ending on September 30 of each calendar year. If the City does not appropriate sufficient funds to purchase the Services or quantities required under this Contract for any of the City's fiscal years subsequent to the one in which the Contract is executed and entered into, then this Contract shall be terminated effective upon expiration of the fiscal year in which sufficient funds to continue satisfaction of the City's obligation under this Contract were last appropriated by the City and the City shall not, in this sole event be obligated to make any further purchases beyond said fiscal year. 9. Termination for Cause This Contract may be terminated by either party upon fifteen (15) days' written notice to the other party, should such other party fail substantially to perform in accordance with the material terms of the Contract through no fault of the party initiating the termination. Said written notice shall specify the alleged failure to substantially perform and shall provide the party not initiating the termination with the opportunity to cure the stated failure within the fifteen (15) day notice period. In the event that the Contractor is terminated by the City for cause and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a termination for convenience under Section 10. and the provisions of Section 10. shall govern. 10. Termination for Convenience This Contract may be terminated by the City without cause upon thirty (30) days' written notice to the Contractor. In the event of such a termination without cause, the Contractor shall be compensated for all Services completed and accepted by the City's representative as authorized herein, together with reimbursable expenses incurred. In such event, the Contractor shall promptly submit its invoice for final payment and reimbursement under the terms of this Contract to the City. 11. Indemnification To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold harmless the City of Sunrise and the State of Florida Department of Transportation, their officers, agents, volunteers, and employees from and against all claims, damages, losses, and expenses, including but not limited to attomeys' fees, court costs, or other alternative dispute resolution costs arising out of or resulting from the performance of work under this Contract (1) provided that any such claims, damages, losses or expenses are attributable to bodily injury, sickness, disease, death, or personal injury, or property damage, and (2) are caused in whole or in part by the negligent acts, errors or omissions, recklessness, or intentional misconduct of the Contractor, Contractor's subcontractor(s), or anyone directly or indirectly employed or hired by Contractor or anyone for whose acts Contractor may be liable, Contractor Initials City Initials Page 6 REGARDLESS OF WHETHER OR NOT CAUSED IN PART BY THE CITY OF SUNRISE and THEIR OFFICERS, AGENTS, VOLUNTEERS, OR EMPLOYEES. The City of Sunrise and State of Florida Department of Transportation reserve the right, but not the obligation, to participate in the defense without relieving Contractor of any obligation hereunder. For any matters in which Contractor is obligated to pay for the City's legal defense hereunder, Contractor shall be permitted to retain counsel of its choosing for both Contractor and the City, provided that such legal counsel is reasonably acceptable to the City, which consent shall not be unreasonably withheld. Contractor agrees this indemnity obligation shall survive the completion or termination of the Contract. 12. Independent Contractor The Contractor is an independent contractor under this Contract. Personal services provided by the Contractor shall be by employees of the Contractor who are subject to supervision by the Contractor, and who shall not be officers, employees, or agents of the City. Personnel policies, tax responsibilities, purchasing policies and other similar administrative procedures applicable to Services rendered under this Contract shall be those of the Contractor. 13. Authority to Practice The Contractor hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the City's representative upon request. 14. Severabilitv If any term or provision of this Contract or the application thereof to any person or 0 circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or provision to persons or circumstances I other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. i 15. Goveming Law/JurisdictionNenue This Contact shall be construed in accordance with and governed by the law of the State of Florida. Venue for any action arising out of or relating to this Contract shall lie in Broward County, Florida. Both parties hereby agree to waive a jury trial and will proceed to a trial by judge, if necessary. Except as set forth in paragraph 9 and 11, each party will be responsible for their own attorneys' fees and costs. Contractor Initials City Initials Page 7 16. Successors and Assigns The City and Contractor bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in this Contract. The Contractor shall not assign this Contract without written consent of the City, which shall not be unreasonably withheld. 17. Subcontracting 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 subcontractors in order to make a determination as to the capability of the subcontractor to perform properly under this Contract. If a subcontractor fails to perform or make progress, as required by this Contract, and it is necessary to replace the subcontractor to complete the service in a timely fashion, the Contractor shall promptly do so, subject to acceptance of the new subcontractor by the City. 18. Conflict of Interest The Contractor represents that it presently has no interest and shall acquire no interest, either directly or indirectly, which would conflict in any manner with the performance of Services required hereunder, as provided for in Section 112.311, Florida Statutes. The Contractor further represents that no person having any such interest shall be employed for said performance. 19. Contingent Fees The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. 20. Nondiscrimination The Contractor warrants and represents that all of its employees are treated equally during employment without regard to race, color, national origin, sex, gender identify, sexual orientation, age, disability/handicap, religion, family or income status. 21. Public Entity Crimes Pursuant to Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not Contractor Initials City Initials Page 8 submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. By execution of this Contract, Contractor represents that it has not been placed on the convicted vendor list as provided in Section 287.133, Florida Statutes. 22. Modifications of Work If the City requires miscellaneous additional work, Services or materials not delineated in the Contractor's Proposal but within the general Scope of Service, the Contractor shall submit a detailed written proposal to the authorized City representative. If the proposal is approved, the Contractor shall receive authorization to proceed by receipt of a purchase order incorporating the Contractor's proposal. The City reserves the right to make changes in the Scope of Service, including alterations, reductions therein or additions thereto. Upon receipt by the Contractor of the City's notification of a contemplated change, the Contractor shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the City of any estimated change in the completion date, and (3) advise the City if the contemplated change shall affect the Contractor's ability to meet the completion dates or schedules of this Contract. The parties agree to negotiate in good faith changes in the Scope of Service that may occur. If the City so instructs in writing, the Contractor shall suspend work on that portion of the Scope of Service affected by a contemplated change, pending the City's decision to proceed with the change. If the City elects to make the change, the City shall initiate a Contract Amendment and the Contractor shall not commence work on any such change until such written amendment is signed by the Contractor and approved and executed by the City's representative and Procurement Manager. 23. Notice All written notices required in this Contract shall be sent by hand delivery, overnight mail, or certified mail, retum receipt requested, and if sent to the City, shall be mailed to: Procurement Manager City of Sunrise 10770 West Oakland Park Blvd. Sunrise, FL 33351 Contractor Initials City Initials Page 9 cc: City Attorney City of Sunrise 10770 West Oakland Park Blvd. Sunrise, FL 33351 If sent to the Contractor, shall be mailed to: Jason Spiegel, Managing Partner Beefree, LLC d/b/a Freebee 2312 N Miami Avenue Miami, FL 33127 Jason@ridefreebee.com 24. No Damages for Delay Neither the City nor Contractor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Force Majeure, the effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid. The term "Force Majeure" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to, fire, flood, earthquake, tropical storm watch, tropical storm warning, hurricane watch, hurricane waming, epidemic, pandemic, war, riot, civil disturbance, sabotage, and governmental action, but shall not include financial inability of the Contractor. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by a Force Majeure, give written notice to the other party describing the circumstances and Force Majeure preventing continued performance of the obligations of this Agreement. 25. Public Records Law The Contractor shall comply with all applicable requirements contained in the Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section 119.0701, Florida Statutes. To the extent that the Contractor and this Contract are subject to the requirements in Section 119.0701, Florida Statutes, the Contractor shall: (a) keep and maintain public records required by the City to perform the Services provided hereunder; (b) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow public records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 Contractor Initials _ City Initials Page 10 authorized by law for the duration of the term of this Contract and following completion of this Contract if the Contractor does not transfer the records to the City; and (d) upon completion of the Contract, transfer, at no cost, to the City all public records in the possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. If the Contractor fails to provide the public records to the City within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHOULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS: THE CITY CLERK, FELICIA M. BRAVO, BY TELEPHONE (954/746-3333), E-MAIL (CITYCLERKOSUNRISEFL.GOV), OR MAIL (CITY OF SUNRISE, OFFICE OF THE CITY CLERK, 10770 WEST OAKLAND PARK BOULEVARD, SUNRISE, FLORIDA 33351). 26. Entirety of Contract The City and the Contractor agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto with the same formality as this Contract. Any alteration of the terms and conditions of this Contract must be contained in the Deviation Page after approval by the City Attorney and executed by the Contractor and City to be binding. 27. Discriminatory Vendor List Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building Contractor Initials City Initials -a > Page 11 or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. By execution of this Contract, Contractor represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. 28. Scrutinized Companies Pursuant to Section 287.135, Florida Statutes, Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. Pursuant to Section 287.135, in the event the Contract is for one million dollars or more, Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes; and Contractor further certifies that it is not engaged in business operations in Cuba or Syria. Pursuant to Section 287.135, Florida Statutes, City may, at the option of the City Commission, terminate this Contract if Contractor is found to have submitted a false certification as provided under subsection 287.135(5), Florida Statutes; has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel; has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or has been engaged in business operations in Cuba or Syria. 29. Order of Precedence In the event the terms of this Contract conflict with the City's RFP or Contractor's Proposal, the conflict shall be resolved by giving the documents the following order of priority: this Contract, Purchase Order, the City's RFP and Contractor's Proposal. 30. Compliance with Laws Contractor and the Services must comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations including, without limitation, American with Disabilities Act, 42 U.S.C. § 12101, Section 504 of the Rehabilitation Act of 1973, and any related federal, state, or local laws, rules, and regulations. 31. Electronic Recordkeepinq Contractor certifies their services and products meet all recordkeeping requirements of Contractor Initials City Initials a') Page 12 the State of Florida, including but not limited to those in Chapter 119, Florida Statutes and Rule 1 B-26.003(6)(g), Florida Administrative Code. 32. E-Verify — Employment Eligibility 32.1 Contractor warrants and represents that it complies with Section 448.095, Florida Statutes, as may be amended. Contractor has: (1) registered with and uses the E-Verify System (E-Verify.gov), to electronically verify the work authorization status of all newly hired employees; and (2) verified that all of the Contractor's subcontractors performing the duties and obligations of this Contract are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. 32.2 Contractor shall obtain from each of its subcontractors an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended. Contractor shall maintain a copy of any such affidavit from a subcontractor for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Contract which requires a longer retention period. 32.3 City shall terminate this Contract if it has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If City has a good faith belief that Contractor's subcontractor has knowingly violated Section 448.09(1), Florida Statutes, as may be amended, City shall notify Contractor to terminate its contract with the subcontractor and Contractor shall immediately terminate its contract with the subcontractor. 32.4 If City terminates this Contract pursuant to the subsection 32.3 above, Contractor shall be barred from being awarded a future contract by City for a period of one (1) year from the date on which this Contract was terminated. In the event of such Contract termination, Contractor shall also be liable for any additional costs incurred by City as a result of the termination. 33. Contractor and its subcontractors shall comply with, and shall require any of its subcontractors to comply with all terms and conditions of the State of Florida Department of Transportation Public Transportation Grant Agreement (Project) and all its incorporated attachments and exhibits incorporated to this Contract as if fully set forth herein. The City of Sunrise, contractor and its subcontractors are considered recipient and sub recipient of funds under the State of Florida Department of Transportation Public Transportation Grant Agreement attached and incorporated into this document as Attachment "2." Contractor Initials City Initials A.> Page 13 34. Contractor shall comply and Contractor shall require its contractors and subcontractors to comply with all terms and conditions of the State of Florida Department of Transportation Public Transportation Grant Agreement attached and incorporated into this document as Attachment "2" and all federal, state, and local laws and regulations applicable to this Project. 35. State of Florida Department of Transportation (FDOT) specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the City of Sunrise executes or obligates itself in any manner requiring disbursement of the State of Florida Department of Transportation funds, including consultant and purchase of commodities contracts, or amendments thereto. 36. Disadvantage Business Enterprise (DBE). Contractor and its subcontractors agree to ensure that DBEs have the opportunity to participate in the performance of this Contract. In this regard, Contractor and its subcontractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts. The Contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin or sex in the award and performance of this contract or other contracts, entered pursuant to the State of Florida Department of Transportation Public Transportation Grant Agreement. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the administration of this Contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non -responsible. 37. Records Retention. Records of costs incurred under the terms of this Contract shall be maintained and made available upon request to the State of Florida Department of Transportation, its designee, DFS, or State of Florida Auditor General at all times during the period of this Agreement and for five years after final payment is made or five years after the date an audit report is issued, whichever occurs last. Copies of these records shall be furnished to the Department upon request. Records of costs incurred include the Contractor's general accounting records and the Project records, together with supporting documents and records, of the Contractor and all subcontractors performing work on the Project, and all other records of the Contractor and subcontractors considered necessary by the State of Florida Department of Transportation for a proper audit of costs. Contractor Initials City Initials ..)) Page 14 38. Prohibition on Using Funds for Lobbying. No funds received pursuant to this Contract may be expanded for lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes. 39. Unauthorized Aliens. The State of Florida Department of Transportation shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Contract. 40. Contractor and its subcontractors are not agents of the State of Florida Department of Transportation. 41. Inspector General. The Contractor understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. The Contractor will comply with this duty and ensure that its subcontractors issued under this Contract, if any, impose this requirement, in writing, on its subcontractors, respectively. 42. Travel expenses are eligible for reimbursement under this Contract. Bills for travel expenses specifically authorized in this Contract shall be submitted on the Federal Department of Transportation's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Florida Statutes, and the most current version of the FDOT's Disbursement Handbook for Employees and Managers. 43. Contractor and its subcontractors must comply with Chapter 14-90, Florida Administrative Code (FAC). 44. Trade Secrets. "Confidential Information" means all information that constitutes a trade secret under Florida Statutes §§ 688.002 and 812.081, is disclosed to City by Contractor, and is designated as "confidential" in writing prior to or at the time of disclosure. The City shall maintain the confidentiality of Contractor's Confidential Information pursuant to Florida Statutes §§119.0715 and 815.045. City shall not disclose and shall maintain the confidentiality of any records to the extent they contain Confidential Information as defined in the Florida Statutes, unless the City determines disclosure is authorized by Florida Statutes §119.0715, the exemption from disclosure does not apply, or the City is otherwise required by law, subpoena, or court order to disclose the record. In the event the City determines that the exemption from disclosure does not apply or that it is required by law, subpoena, or court order to disclose any record which CONTRACTOR identifies as containing trade secrets or proprietary information, the City will provide written notice to CONTRACTOR of its determination and the legal basis for its determination prior to disclosing such records. Contractor Initials City Initials . ) Page 15 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK AND SIGNATURES FOLLOW ON ATTACHED PAGE] Contractor Initials City Initials _ ..> Page 16 IN WITNESS WHEREOF, the Procurement Manager, authorized to execute same by City Commission, has made and executed this Contract on behalf of the City the day and year below written and Contractor has hereunto set its hand the day and year below written. CITY OF SUNRISE By: John T. Curran Title: Pro ure ent Manager Date: y 40 c)odc? Approved as to form and legal sufficiency for the City By: Kimberly • J' isslan City Attorn -y • Witness --� Witness CONTRACTOR BEEFREE, LLC D/B/A FREEBEE TI &CV, Date: 3-Ix -� tl Contractor Initials City Initials Page 17 EXHIBIT "A" — SCOPE OF SERVICES 1.1 PROGRAM OVERVIEW The City of Sunrise is interested in introducing an on -demand transportation service to transport users around the Business and Entertainment District and enhance the transportation system, in accordance with the scope of services defined herein. This program will include short distance, door-to-door electric transportation within the service area boundary to any other point within the service area boundary and is available to the user upon demand. The intent is to provide first and last mile connectivity to other forms of mass transit, which would take cars off the road, minimize single occupancy vehicles within communities, and help free up parking. All vehicles will be electric and must meet the Federal Motor Vehicle Safety Standard (FMVSS) and supply state-of-the-art charging equipment. The program is expected to start with four (4) on -demand electric vehicles three (3) Teslas Model X (1) Lighting Electric Zero Emission Ford Transit Passenger Van. The Testa fits six (6) passengers and the van fits 9-10 passengers plus a wheelchair. There is always going to be at least one vehicle available that is ADA compliant. 1.2 GENERAL INFORMATION AND BACKGROUND The intent of this contract is to implement a Program and provide point-to-point transportation services (Program) that will provide the City of Sunrise residents, visitors, and business employees (Riders) with convenient and efficient transportation options. All vehicles will be electric and must meet the Federal Motor Vehicle Safety Standard (FMVSS) and supply state-of-the-art charging equipment. Program should be hospitality oriented and may include supplementary hours during special events requiring additional vehicles, personnel and resources. The contractor must provide its own mobile application in which the user will be able to locate his or her position and request a vehicle for pickup. Contractor's creative solutions will address the City's mobility needs. The Program is to start operating by June 29, 2022 with four (4) Teslas Model X. By December 29, 2022 one (1) Lightning Electric Zero Emission Ford Transit Passenger van must replace one of the Teslas and added to the fleet. The fleet has a total of four (4) electric vehicles. Until the ADA compliant van is added to the fleet the Contractor must have another ADA compliant vehicle available. 1.3 LOCATION The Program is to be operated within the Sunrise Business and Entertainment District, which is located on the west side of the City from Flamingo Rd to the Sawgrass & Contractor InitialsCity Initials _ �S Page 18 Expressway (see Attachment "1" — Service Area Map). The on demand service is expected to take residents and visitors to and from the Sawgrass Mills Mall, BB&T Center, Metropica, Hotels, restaurants, Corporate Park and more. Service area and hours are subject to change depending on the needs and conditions determined by the City. 1.4 OBJECTIVES By implementing the Point -to -Point Program, the City desires to meet, at minimum, the following objectives: 1. Operate a demand -response system throughout the boundaries of the service area indicated in Attachment 1.'1 2. Provide the flexibility to scale up and down the fleet of vehicles, modify hours of operation, allocate additional flex hours, and/or permanently modify the type of vehicle from Tesla to a larger van if needed with sufficient notice to procure the vehicle based on monthly, weekly, daily, and hourly fluctuations in demand in order to achieve the maximum level of service. Notwithstanding the forgoing, any modification in service that results in a reduction of the Maximum Annual Cost for Scheduled Circulating Vehicles, shall require an amendment to the agreement. 3. Provide a safe and pleasing passenger experience with capable, qualified and courteous drivers that will serve as ambassadors. 4. Feature a mobile application with which the user will be able to locate his or her position and flag a proximate, available vehicle to make the pickup. 5. Have the capability to provide data captured from the mobile app which includes but is not limited to amount of users, destinations, average wait time, and user peak times. 6. Cut down time workers and visitors spend in their vehicles circling and idling in the hopes of finding parking adjacent to their destination. 7. Allow users to get to their destination within the service area without the need to drive, park or even own a personal vehicle. 8. Reduce the Business and Entertainment's traffic and vehicle emission. 9. Support local businesses through Ride Freebee's mobile application at no cost to the Sunrise businesses. 1.5 CUSTOMER SERVICE Contractor Initials �� City Initials _ �� Page 19 Customer service is one of the City's key factors of the Program. The Contractor will be responsible for addressing all complaints in a courteous and timely manner and provide reports to City staff as needed. The drivers will be educated on City programming and amenities and serve as ambassadors. 1.6 SERVICE PARAMETERS FOR POINT-TO-POINT TRANSPORTATION SERVICES The use of environmentally friendly electric vehicles that meets the Federal Motor Vehicle Safety Standard (FMVSS) and supply state-of-the-art charging equipment is required. The vehicles used throughout the term of the contract must be consistent and identifiable with the appropriate Program signage. The criteria below constitute the City's service parameters for the point-to-point Program: (1) The Program will serve the City's residents, guests and commuters by providing on- demand rides to work, for shopping, restaurant, events, nightlife access and for various appointments within the boundaries of the service area. (2) All trips must begin and end within an area as shown on the service area map (Attachment "1"). Any changes in the service area shall be in writing and mutually agreed upon. (3) The service shall be free to users. Tipping is allowed but cannot be solicited by the driver (NO tipping jars, signs or anything that implies that tipping is required). (4) Service must be provided in fully -electric vehicles that are on -call via a mobile app, phone number or ride -hailing. (5) The Contractor will identify the locations for the charging stations and the City will cooperate as needed. Charging station equipment, installation, and maintenance will be provided by the Contractor. (6) Ovemight vehicle parking: The Contractor will secure a space to store the vehicles at night or when not in service. (7) The fleet will include three (3) Tesla Model X and (1) Lighting Electric Zero Emission Ford Transit Passenger Van. All vehicles will be electric and meet the Federal Motor Vehicle Safety Standard (FMVSS) and supply state -of the art charging equipment. (8) After requesting a ride, patrons must be picked up promptly and safely delivered to their destination, with a reminder to use the app again for subsequent trips back to their point of origin or another destination. Contractor Initials City Initials Page 20 (9) The Contractor shall provide a mobile app for requesting rides compatible with both Android and iPhone. (10) When requesting a ride via the mobile app, patrons must immediately be given an estimated time of arrival based on driver availability. (11) The Contractor shall collect ridership data via app, manual counts when phone calls or ride -hailing. Additionally, the Contractor will maintain accurate and complete records of the service and submit monthly, quarterly and yearly reports to the City. (12) These reports may also include, but are not limited to, hourly, daily, weekly and monthly ridership data, complaints, mileage, driver's names and suspensions, type of vehicle, number of hours per vehicle, type of rate, and accidents. (13) When drivers use the mobile app to respond to patrons' ride requests, the driver app must be able to organize ride requests in a queue format, allowing for multiple rides to be assigned to one driver. (14) The Contractor must include at least one ADA vehicle as part of the fleet. (15) The Contractor shall provide professional, experienced, well-groomed hospitality -oriented personnel and resources to communicate engagingly with riders while answering their questions. Drivers will serve as ambassadors for the City. Qualified drivers must be screened, hired and trained by the Contractor, with satisfactory background checks. Hiring local drivers that are bilingual is preferred. (16) Additionally, drivers will undergo any further training deemed necessary by the City. The Contractor will provide the City with background checks on all drivers. The City shall have the right to reject or approve all drivers in its sole and absolute discretion. All drivers must have valid Florida driver's license(s) and adhere to all city, county, and state traffic and driving laws. (17) Drivers must wear a company uniform and name tag. (18) The Contractor will communicate any problems or requests to the City through the Program manager or designee. (19) The Contractor will have the right to suspend operation of the vehicles without penalty in the case of uncommon severe weather, unsafe operating conditions, or the issuance of a tropical storm or a hurricane waming, subject to providing written notification to the City. (20) The initial term of the Contract shall be for three years. Contractor Initials `" City Initials A> Page 21 (21) Vehicle maintenance and charging must be performed by the Contractor. (22) The Contractor shall be responsible for the cleanliness interior and the exterior of the vehicles. (23) The City reserves the right to require the immediate dismissal of any personnel who fail to meet the standards outlined above. Relief personnel shall be readily available throughout the term of the contract. (24) Proposed initial Program schedule: Mon - Thurs Friday Saturday Sunday Hours of 11 A.M.— 10 P.M 11 A.M.— 12 Midnight 10 A.M. —12 Midnight 10 A.M. —10 P.M. 0 aeration Amount 4 (11am— 2pm) 4 (11am— 2pm) 3 (10am— 12 noon) 3 (10am--12 noon) 2 (2pm — 5pm) 2 (2pm — 5pm) 4 (12 noon — 8pm) 4 (12 noon — 8pm) Vehicles Circulatin • 3 (5pm — 8pm) 3 (5pm —12 midnight) 3 (8pm —12 midnight) 3 (8pm — 10pm) 2 (8pm —10pm) a) Scheduled Hours: The Contractor shall provide the number of vehicles circulating per hour during the dates and times listed above billing at the hourly rates listed in Exhibit "B" provided the Maximum Annual Cost for Scheduled Circulating Vehicles (ASCV) does not exceed $529,000 per year. Any changes in the service hours and/or changes to the number of vehicles circulating per hour shall be in writing and mutually agreed upon. b) Additional Flexible Hours: The City may authorize Contractor to provide Authorized Flexible Circulating Vehicles (AFCV) for special events and/or to be used if demand increases during certain hours. The use of the flexible hours need to be pre -authorized in writing by the City Manager. Contractor shall bill for AFCV at the hourly rates listed in Exhibit "B" provided the Maximum Annual Cost for AFCV does not exceed $61,000 per year. Contractor Initials City Initials J) Page 22 1.7 ADVERTISING The City may elect to include the City logo and other visuals in a car wrap. City must approve the design of the wrap and may modify the design up to (4) four times per year at no cost to the City. The Contractor will offer free advertising to local businesses via the Ride Freebee mobile application. Initially the City will not allow for paid advertising. Subject to City's prior written consent, paid advertising within and/or outside of vehicles may be permitted to off -set operational costs, if in accordance with all City ordinances, policies and procedures. Contractor will include screens in all four vehicles with the ability to play video content provided by the City. Freebee will make its best effort to include audio capabilities. 1.8 COST OF THE PROGRAM TO THE CITY The Contractor shall ensure any fees to be charged to the City for the Program are outlined in the agreement. Fees that are not outlined in the agreement will not be accepted. All fees shall remain firm for up to three-year period of the agreement. Any escalation in pricing thereafter will be subject to approval by the City in its sole discretion. 1.9 CONTRACTOR'S RESPONSIBILITY The Contractor shall be responsible for ensuring that all its employees are in compliance, at all times, with the Terms, Conditions and Specifications outlined in this Request for Proposals. The Contractor shall be responsible for obtaining all necessary permits for charging stations and be in in compliance with all applicable Federal, State, and Local statutes pertaining to the services as specked or required. The Contractor will be responsible for securing its own office space. The Contractor will be responsible for all costs associated with purchasing, operating and maintaining its own fleet of vehicles, including but not limited to purchasing, charging, maintaining, registering, storing and insurance. Contractor Initials City Initials 5 Page 23 EXHIBIT "B" — PRICING Maximum Annual Cost for Scheduled Circulating Vehicles 4 f Tessa $37.47/hr XL. Van $45.94/hr Total $529,000.00 The Contractor shall provide the number of vehicles circulating per hour during the dates and times listed in section 1.6 (24) billing at the hourly rates listed above provided the Maximum Annual Cost for Scheduled Circulating Vehicles does not exceed $529,000 per year. Any changes in the service hours and/or changes to the number of vehicles circulating per hour shell be in writing and mutually agreed upon. Contractor will bill for scheduled hours only, even if ride is extended by a few minutes. Maximum Annual Cost for Authorized Flexible Circulating Vehicles e eficle CosttflourfVe l Total Annual Cost esla $34.47/hr XL Van $42.26/hr Total $61,000.00 The City may authorize Contractor to provide Authorized Flexible Circulating Vehicles for special events and/or to be used if demand increases during certain hours. The use of the flexible hours need to be pre -authorized in writing by the City Manager. Contractor shall bill for AFCV at the hourly rates listed above provided the Maximum Annual Cost for AFCV does not exceed $61,000 per year. Contractor will bill for authorized flexible hours only, even if ride is extended by a few minutes. The Contract Sum shall not to exceed $590,000 per year Contractor Initials City Initials : > Page 24 Contractor Initials EXHIBIT "C" — FORM OF INVOICE City Initials Page 25 1 0 Freebee 2312 N Miami Ave Miami, FL 33127 2153705699 Jason@ridefreebee.com INVOICE BILL TO City of Sunrise Attn: Accounts Payable Dept. 10770 West Oakland Park Blvd Sunrise, FL 33351 EXHIBIT "C" - FORM OF INVOICE SHIP TO City of Sunrise Attn: Accounts Payable Dept. 10770 West Oakland Park Blvd Sunrise, FL 33351 7/EY.A..UE'Ef INVOICE # 53141 DATE 03/01/2022 DUE DATE 03/01/2022 TERMS Due on receipt PO# DATE ACTIVITY DESCRIPTION RATE AMOUNT 03/01/2022 Freebee 03/01/2022 Freebee 03/01/2022 Freebee 03/01/2022 Freebee Scheduled Circulating Vehicles March 1st - March 31 st, 2022 Vehicle Type: Testa Monthly Hours: 800 Scheduled Circulating Vehicles March 1st - March 31 st, 2022 Vehicle Type: XL Van Monthly Hours: 275.16 Flexible Circulating Vehicles March 1st - March 31 st, 2022 Vehicle Type: Tessa Monthly Hours: 10 Flexible Circulating Vehicles 800 37.47 29,976.00 275.16 45.94 12,640.85 10 34.47 344.70 10 42.26 422.60 DESORPTION QTY RATE AMOUNT March 1st - March 31 st, 2022 Vehicle Type: XL Van Monthly Hours: 10 BALANCE DUE Backup data is attached to this Invoice $43,384.15 APP data Zone Summary AVERAGE TIME RIDES BY WAITING TIMES APP RIDES 4,702 Ride request to selected 1.44 m 07-01-2019 - 07-31-2019 Ride request to pickup 8.96m 0-10 10-15 15-20 20-30 30+ Min 45 Min 3745 Min 1009 Min 416 Min 258 FLAG DOWN RIDES MEN DRIVEN FEMALE DRIVEN 775 3,310 5,831 PASSENGERS AND RIDES BY MONTH (YTD) MS Completed Gloss Total Pssenyers 15000 10000 soap JYI le FIG 16 1AIr le Apr to 17 to .An le .rile Aue /e Sep 1e Ool le rlov re oeo Ie Jen 1e FIn 19 h 19 Apr ie Mqr to Jul1Y PASSENGERS AND RIDES BY WEEK (YTD) 1 4000 3000 "" i iwoesaa° ;1a, ' , ,eo. ,e �aeoueo9ee"bRxueee,maueoseoS:�Sw �+mi°i moso,3,u olr6ppmsl, 'a�a �, „u ' 0 20902170--2125 ,O7 ^ q,, 9 ► b 61 6,o4,..%.N60.1.41 ,l rirj0,1 4,0,e44-#444444,404 - 4,e 0#41. ► , 0 1 0 44 �M1� 4 re04,441,4w PASSENGERS AND RIDES - IANUARY 500 400 3w 200 100 0 1"111111111101111141!1 02 03 04 05 08 07 06 09 10 11 12 13 14 15 to 17 18 19 20 21 22 23 24 25 28 27 28 29 30 31 PASSENGERS AND RIDES - FEBRUARY 500 P II 11111o�� C1 02 m 04 05 08 07 118 09 10 11 12 13 14 15 /9 17 18 16 20 21 22 23 74 25 26 27 28 PASSENGERS AND RIDES - MARCH 800 500 400 300 200 100 0 06!!!!11;!.!!!!!!!ill 01 02 03 04 05 06 07 De 09 10 11 12 13 14 15 18 17 18 15 20 21 22 23 24 25 28 27 28 29 30 PASSENGERS AND RIDES - APRIL 700 500 500 soo �0 alo zoa 2os:III 180 100 III II 01 02 03 04 05 08 07 ▪ ▪ 08 09 ID 11 12 13 14 15 18 17 18 19 20 21 22 23 24 25 26 27 26 29 30 PASSENGERS AND RIDES - MAY 600 e00 400 300 100 0 Ot :3,14 05 08 07 DB 09 10 1:111014! 17 16 19 20 21 22 ?3 24 25 26 27 26 29 30 PASSENGERS AND RIDES - JUNE 500 500 400 300 200 100 11 Cp 01 02 233 _ 11! omm m 04 m 0e 07 09 00 10 11 12 13 14 15 19 17 19 19 20 21 22 23 24 25 29 27 25 29 30 PASSENGERS AND RIDES - JULY 700 500 500 400 23,o 3� mm o 200 , m 01 02 m 04 05 09 07 30 09 10 11 12 PASSENGERS AND RIDES - AUGUST 900 500 400 300 200 100 01 07 1141 m 04 05 09 07 08 09 10 14 PASSENGERS AND RIDES • SEPTEMBER 800 500 400 300 200 101 70 ooa 13 14 15 15 17 19 19 20 12 13 14 1$ 19 17 19 !!!..1:!!!!1VmM J1 07 ai 04 03 05 07 05 09 10 11 12 13 14 12 ro11 PASSENGERS AND RIDES - OCTOBER 500 400 300 200 199 Cf7ml�0ommm 21 23 24 n myna 30 31 m m 19 20 21 22 73 24 n 2e 27 20 29 90 31 hId::1IIo0og 11111 1 111 1 10 01 02 m 04 05 09 07 09 09 10 11 12 13 14 15 10 17 15 19 20 21 PASSENGERS AND RIDES - NOVEMBER 800 29 29 30 500 E:'p .mmpoo 100 01 02 03 04 06 06 07 OR 09 PASSENGERS AND RIDES - DECEMBER 500 400 :100 :::iijH.pamml 10 11 12 13 14 15 16 17 16 16 20 21 23 24 ffi 26 27 25 29 30 01 02 03 04 05 05 07 05 04 10 11 12 13 14 15 16 17 1e 10 20 21 22 23 24 26 27 23 26 30 31 PASSENGERS AND RIDES - JANUARY 100 400 300 200 SOO IIMAIIILAILIM464!'11011111111 ug 0Q 03 04 OS 06 O7 OS IS 10 11 12 13 14 15 16 17 18 13 20 21 22 23 24 25 26 27 ZS 23 30 31 PASSENGERS AND RIDES - FEBRUARY :Imummaga !!!!! 01 02 03 04 05 09 07 Ds 06 10 11 12 13 14 1s to 17 16 19 20 21 » m 24 26 2e 27 PASSENGERS AND RIDES - MARCH 700 s!illi!!1 eo0 Sao 4m so0 tee 1 a _ :1m 1 11!: PASSENGERS AND RIDES - APRIL 700 600 1111UR1 MNOM1.1 900 200 100 !iH!!!!iIiHhI!!ih :91lIIIBI 0e 0e 10 11 12 13 14 15 16 17 19 19 20 21 22 2e 24 25 2e 27 5 20 30 PASSENGERS AND RIDES - MAY 700 500 500 4m 300 11111111 200 100 Tir rt x 01 CO 03 M 05 Oe 07 Oe Ah ! i4, 1111 OB 10 11 12 1J 14 19 to 17 �0 to 20 Zt 22 7J 24 25 2e 27 2e 7Y J0 31 PASSENGERS AND RIDES - JUNE 700 500 sao eao 200 ® 1 eo 07 02 08 04 06 DO 07 Ot Oe 10 11 12 /J 14 15 16 i7 1e le m 21 22 n x m 2e r 2e n 30 PASSENGERS AND RIDES - JULY 800 700 ea0 qi: 00 ! 8 ro m 11 12 13 14 15 1e m 0e 05 305 17 IIIIIIIIiii wZgiQi 21 22 23 24 25 2e 27 2e 28 30 31 RIDE REQUEST MONDAY 180 160 140 120 =Waste = Can61040 Min = Unique R4guea 130 RIDE REQUEST WEDNESDAY anomie O Co-694W Rau r-i Unique R1p14409 2160 >m 200 150 100 60 0 go RIDE REQUEST TUESDAYDAY, M4�Ll Completed Ran =4- 200 100 160 140 120 100 00! 60 40 10 11 It 116 13 14 16 10 17 10 RIDE REQUEST THURSDAY 120 110 100 90 80 TO B0 10 36 40 20 01 10 20 13:2319196914 = Gomm wan. = L69614 AMMO 75 Si 107 76 10 11 16 13 14 16 1e 17 /6 16 20 121 22 10 11 II 13 14 16 U 17 15 10 20 21 'RIDE REQUEST FRIDAY 114ar.4 = C 4101M10 Row r, Unique I Qul50 160 611 183 160 140 120 100* so 00 40 20 0 10 11 12 13 14 16 16 17 O 10 20 21 RIDE REQUEST SUNDAY 0Payola=oospelwwar. pua 6669.194 60 so 06 so 45 40 35 27 0 Ir 12 13 94 16 10 17 111 19 20 21 RIDE REQUEST SATURDAY = nsa"‘ = conw+.a woes lnaqus 11.6619 100114 •1 p 04 00 7e -- 90 70 60 50 34 '0 30 20 10 0 10 11 12 M 14 16 16 17 10 10 20 91 TOTAL PASSENGERS MONDAY © Pgais11w10 240 220 200 160 160 140 120 100 0D 10 11 12 12 14 11 16 17 16 10 20 21 TOTAL PASSENGERS WEDNESOAY TOTAL PASSENGERS TUESDAY 210 220 200 /00 160 140 120 100 01) 00 n 0 P6rrg6n 10 11 12 18 14 10 16 17 16 10 20 21 TOTAL PASSENGERS THURSDAY =P O 300 160 260 140 120 200 100 16D 60 100 60 10 b 20 10 11 12 13 14 10 10 17 15 10 20 21 10 11 Al 13 14 15 70 17 16 10 20 11 22 TOTAL PASSENGERS FRIDAY 200 100 100 140 120 100 SOf SO 10 20 0 10 11 12 13 14 15 16 17 16 }0 20 21 22 = 4Is TOTAL PASSENGERS SUNDAY = P+«onwor• 12•0wg0/0 TOTAL PASSENGERS SATURDAY 140 120 100 60 60 40 20 0-- 10 11. 02 10 14 15 16 17 16 10 22 21 RIDES REQUEST PICKUP .11 • -ar% • .1 •_ trnrer 1 1 • •k a Esfi I Yi • �rf • ♦ 1 ♦ • ♦ 1 n S s i■■ 1 1 . 1 • •40 a • 4 .�- *..•-1 * 7 i • s t 4.44,▪ 44 O M 7 MOM ■M IM Fal•• • — Jam▪ e /WIN gOMa/FOala 1 • • u,- • q 7 1 ▪ • 11r• i i 1 1 M ■ • ■ • 1 71 111 1 ■ 1 • ■ -►' a 1 i • M • ' M 7 • • 1 • 1 • 1 1 ■ 1 • • • i t7 i s s f as • r s ■ ✓ } s aG IS • • 1 ■ WW1 a Mama 1uYi i • Ai.. _l fro a • r s s • II • a t i . i • • a • r M ! • • • • laves • a sets sass a • • /Y • 0 u4r •l•R IlTAT• 7 ■ • ■111 a • ■ • • • s • • r M s • • 1 WOO KM/ raA OHM a .• 1•l RMl •ad 1•l 11414 Malts „It ID 4 1a r1 • • • 7 ■ RIDES REQUEST DROPOFF • • aA Y 1` 4 a 1 ;I 011444411 1 arty 1 i a 4 1 1 1 1, 1 1• 1 1•• 1 1 1 1 1 1 1 • ■ • i 11114 1 1 1 1 1 e..r< LAN 1 a 0 0• 14141 1 4 4 • /1 f • ■ ■ ri 1 • 1 .7 • I 11 Mat r 1 1 1 114111•• 1•■ 1•• t W 1 • 1 1 ♦ 4 1 11 •• 111 1 1 1 1 l Mt pea 1 • 1 • 1 I I 1 1 111♦ 4 1 I 11 I 1211411 aetrn 1 4 1 1•mass 1 1 1•• 1 VI • 1•• 1 1 I 4 1 1 • 1 „Iy • 4 1 • 1 I• I ♦ 4 1 1 1 1 1 a 1 1■ 1 1 1 4 1 • t 1 1 1 1 11 1 1 1 • I I I tw t 1 11 1 1 1 1 1 1 ■ i t A 11 1• 1 1 I • I 1 1 1••• 11I I■■ I 1♦ 1• I M • IPIPS • 11 t 1 t 1 4• 1■• 1/ 1 1 1 1 1$ 1 1■ 1• 1 l t 1♦• 1• I■•• 1 I +MOM wit • / 1■ ., 1 111 0• 1* 11I • 1• 11 I MMW1 Rea tM 1 1 1 1 • ♦ 4 1 1 1 1 • 1 1 1 1 t 1 1 1 1141.1•44 M/ 1 1 4 1 1► 1 I 1 1 1 1 4 1 1 • 1 4 / 1•/ • 1 1171 • • 41 • 1 1 1 • T 41) • Sample - Audited Hours for March 2022 March 1st, Vehicle 1 11:00:00 - AM Vehicle 2 Vehicle 3 MIIIY Vehicle 4 11:00:00-AM 11:00:00 - AM Snout ,3:03:00-PM 14:05:00 - PM 5:07:00 - PM Sign In 4:00:00 - PM 8:00:00 - PM 5:00:00 - PM 8:00:00 - PM 6:00:00 - PM ' 10:00:00 - PM Total Billable HourEl 8.05 1 8.08.p 10.12 11:00:00 - AM . 11:00:00 - AM 11:00:00 - AM 11:00:00 - AM 11:00:00-AM 6:02:00 - PM 7:00:00 - PM l 10:00:00-PM 3:03:00 - PM 4:00:00 - PM 4:05:00-PM I5:00:00-PM 5:07:00 - PM 18:00:00 - PM 6:02:00 - PM 7:00:00 - PM Total Hours: 8:00:00 - PM 10.03 36.28 —1 8.05 8:00:00 - PM 8.08 10:00:00 - PM 10:00:00 - PM Total Hours: 10.12 10.03 36.28 1 ATTACHMENT "1" - SERVICE AREA MAP Contractor Initials City Initials --S Page 26 ATTACHMENT "1" - SERVICE AREA MAP SAWGRASS BUSINESS & ENTERTAINMENT DISTRICT Ehrilaro y ATTACHMENT "2" STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Contractor Initials City Initials Page 27 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 02120 Financial Project Number(s): cnem-..amemphase-Semi Fund(s): DPTO FLAIR Category: 088774 446658-1-84-01 Work Activity Code/Functlon: 215 Object Code: 751000 Federal Number/Federal Award Org. Code: 55042010429 Identification Number (FAIN) — Transit only: Vendor Number. F590944587001 Contract Number. G1w47 Federal Award Date: CFDA Number. N/A Agency DUNS Number. CFDA Title: N/A CSFA Number. 55.012 CSFA Title: Public Transit Service Development Program THIS PUB IC20 TRANSPORTATION R N5 09R TA Elp N GRANT AGREEMENT ('Agreement") is entered into 5/ , by and between the State of Florida, Department of Transportation, ("Department"), and the City of Sunrise, ("Agency"). The Department and the Agency are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties." NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following: 1. Authority. The Agency, by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D", Agency Resolution and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 341.051, Florida Statutes, to enter into this Agreement. 2. Purpose of Agreement. The purpose of this Agreement is to provide for the Departments participation in funding for operating a public transit shuttle system as further described in Exhibit "A", Protect Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed. 3. Program Area. For identification purposes only, this Agreement is implemented as part of the Department program area selected below (select all programs that apply): _ Aviation _ Seaports X Transit _ Intermodal Rail Crossing Closure Match to Direct Federal Funding (Aviation or Transit) (Note: Section 15 and Exhibit G do not apply to federally matched funding) Other 4. Exhibits. The following Exhibits are attached and incorporated into this Agreement: X Exhibit A: Project Description and Responsibilities X Exhibit B: Schedule of Financial Assistance *Exhibit B1: Deferred Reimbursement Financial Provisions *Exhibit B2: Advance Payment Financial Provisions _ *Exhibit C: Terms and Conditions of Construction X Exhibit D: Agency Resolution X Exhibit E: Program Specific Terms and Conditions X Exhibit F: Contract Payment Requirements X *Exhibit G: Audit Requirements for Awards of State Financial Assistance *Exhibit H: Audit Requirements for Awards of Federal Financial Assistance 1 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725400-01 STRATEGIC DEVELOPMENT OGC 02f20 *Additional Exhibit(s): *Indicates that the Exhibit is only attached and incorporated if applicable box is selected. 5. Time. Unless specified otherwise, all references to "days" within this Agreement refer to calendar days. 6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through June 30, 2024. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department. a. , If this box is checked the following provision applies: Unless terminated earlier, work on the Project shall commence no later than the _ day of or within _ days of the issuance of the Notice to Proceed for the construction phase of the Project (if the Project involves construction), whichever date is earlier. The Department shall have the option to immediately terminate this Agreement should the Agency fail to meet the above -required dates. 7. Amendments, Extensions, and Assignment. This Agreement may be amended or extended upon mutual written agreement of the Parties. This Agreement shall not be renewed. This Agreement shall not be assigned, transferred, or otherwise encumbered by the Agency under any circumstances without the prior written consent of the Department. 8. Termination or Suspension of Project. The Departrnent may, by written notice to the Agency, suspend any or all of the Department's obligations under this Agreement for the Agency's failure to comply with applicable law or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. a. Notwithstanding any other provision of this Agreement, if the Department intends to terminate the Agreement, the Departrnent shall notify the Agency of such termination in writing at least thirty (30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions. c. If the Agreement is terminated before performance is completed, the Agency shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed the equivalent percentage of the Department's maximum financial assistance. If any portion of the Project is located on the Department's right-of-way, then all work in progress on the Departrnent right-of-way will become the property of the Department and will be turned over promptly by the Agency. d. In the event the Agency fails to perform or honor the requirements and provisions of this Agreement, the Agency shalt promptly refund in full to the Department within thirty (30) days of the termination of the Agreement any funds that were determined by the Department to have been expended in violation of the Agreement. e. The Department reserves the right to unilaterally cancel this Agreement for failure by the Agency to comply with the Public Records provisions of Chapter 119, Florida Statutes. 9. Project Cost: 2 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Fonn 725-000-01 STRATEGIC DEVELOPMENT OGC 0220 a. The estimated total cost of the Project is $1,770.000. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement. b. The Department agrees to participate in the Project cost up to the maximum amount of $885,000 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project, and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved. 10. Compensation and Payment: a. Eligible Cost. The Department shall reimburse the Agency for allowable costs incurred as described in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance. b. Deliverables. The Agency shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A", Project Description and Responsibilities. Modifications to the deliverables in Exhibit "A", Project Description and Responsibilities requires a formal written amendment. c. Invoicing. Invoices shall be submitted no more often than monthly by the Agency in detail sufficient for a proper pre -audit and post -audit, based on the quantifiable, measurable, and verifiable deliverables as established in Exhibit "A", Project Description and Responsibilities. Deliverables and costs incurred must be received and approved by the Department prior to reimbursement. Requests for reimbursement by the Agency shall include an invoice, progress report, and supporting documentation for the deliverables being billed that are acceptable to the Department. The Agency shall use the format for the invoice and progress report that is approved by the Department. d. Supporting Documentation. Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum standards or level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "A", Project Description and Responsibilities has been met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhibit "F", Contract Payment Requirements. e. Travel Expenses. The selected provision below is controlling regarding travel expenses: Travel expenses are NOT eligible for reimbursement under this Agreement. X Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers. 3 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 723-00601 STRATEGIC DEVELOPMENT OGC 02r20 f. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department's Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time - frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term. g• Invoice Processing. An Agency receiving financial assistance from the Department should be aware of the following time frames. Inspection or verification and approval of deliverables shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the deliverables are received, inspected or verified, and approved. If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be retumed to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516. h. Records Retention. The Agency shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these records shall be fumished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Contractor and all subcontractors performing work on the Project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. i. Progress Reports. Upon request, the Agency agrees to provide progress reports to the Department in the standard format used by the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of the Project and of details thereof. J. Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement. 4 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 72500041 STRATEGIC DEVELOPMENT OGC 02120 k. Offsets for Claims. tf, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement that it has with the Agency owing such amount if, upon written demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department. I. Final Invoice. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120-day time period may not be paid. m. Department's Performance and Payment Contingent Upon Annual Appropriation by the Legislature. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, a notice of availability of funds from the Department's project manager must be received prior to costs being incurred by the Agency. See Exhibit "B", Schedule of Financial Assistance for funding levels by fiscal year. Project costs utilizing any fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available. n. Limits on Contracts Exceeding $25,000 and Term more than 1 Year. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year." o. Agency Obligation to Refund Department. Any Project funds made available by the Department pursuant to this Agreement that are determined by the Department to have been expended by the Agency in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department. Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted, that the Agency files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation. p- Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance, costs agreed to be bome by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved 5of22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Fenn 725-000-01 STRATEGIC DEVELOPMENT OGC 02f20 in writing by the Department. Specific unallowable costs may be listed in Exhibit "A", Project Description and Responsibilities. 11. General Requirements. The Agency shall complete the Project with all practical dispatch in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement and all applicable laws. a. Necessary Permits Certification. The Agency shall certify to the Department that the Agency's design consultant and/or construction contractor has secured the necessary permits. b. Right -of -Way Certification. If the Project involves construction, then the Agency shall provide to the Department certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project has been obtained. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, even if no right-of-way is required. c. Notification Requirements When Performing Construction on Department's Right -of - Way. In the event the cost of the Project is greater than $250,000.00, and the Project involves construction on the Department's right-of-way, the Agency shall provide the Department with written notification of either its intent to: I. Require the construction work of the Project that is on the Departments right-of-way to be performed by a Department prequalified contractor, or II. Construct the Project utilizing existing Agency employees, if the Agency can complete said Project within the time frame set forth in this Agreement. d. _ If this box is checked, then the Agency is permitted to utilize its own forces and the following provision applies: Use of Agency Workforce. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead). e. X If this box is checked, then the Agency is permitted to utilize Indirect Costs: Reimbursement for Indirect Program Expenses (select one): i. X Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate). ii. _ Agency has selected to apply a de minimus rate of 10% to modified total direct costs. Note: The de minimus rate is available only to entities that have never had a negotiated indirect cost rate. When selected, the de minimus rate must be used consistently for all federal awards until such time the agency chooses to negotiate a rate. A cost policy statement and de minimis certification form must be submitted to the Department for review and approval. iii. _ Agency has selected to apply a state or federally approved indirect cost rate. A federally approved rate agreement or indirect cost allocation plan (ICAP) must be submitted annually. f. Agency Compliance with Laws, Rules, and Regulations, Guidelines, and Standards. The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project. g• Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make 6 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000.01 STRATEGIC DEVELOPMENT OGC 02120 best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work. 12. Contracts of the Agency: a. Approval of Third Party Contracts. The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itsetf in any manner requiring the disbursement of Department funds, including consultant and purchase of commodities contracts, or amendments thereto. If the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department. The Department specifically reserves unto itsetf the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. If Federal Transit Administration (FTA) funds are used in the Project, the Department must exercise the right to third party contract review. b. Procurement of Commodities or Contractual Services. It is understood and agreed by the Parties hereto that participation by the Department in a project with the Agency, where said project involves the purchase of commodities or contractual services where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Section 287.017, Florida Statutes, is contingent on the Agency complying in full with the provisions of Section 287.057, Florida Statutes. The Agency's Authorized Official shall certify to the Department that the Agency's purchase of commodities or contractual services has been accomplished in compliance with Section 287.057, Florida Statutes. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", Schedule of Financial Assistance, or that is not consistent with the Project description and scope of services contained in Exhibit "A", Project Description and Responsibilities must be approved by the Department prior to Agency execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department, in accordance with this Agreement. c. Consultants' Competitive Negotiation Act. It is understood and agreed by the Parties to this Agreement that participation by the Department in a project with the Agency, where said project involves a consultant contract for professional services, is contingent on the Agency's full compliance with provisions of Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act. In all cases, the Agency's Authorized Official shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. d. Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the Department that DBEs, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors agree to ensure that DBEs have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts. The Agency and its contractors and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 13. Maintenance Obligations. In the event the Project includes construction or the acquisition of commodities then the following provisions are incorporated into this Agreement: 7 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 02f10 a. The Agency agrees to accept all future maintenance and other attendant costs occurring after completion of the Project for all improvements constructed or commodities acquired as part of the Project. The terms of this provision shall survive the termination of this Agreement. 14. Sale, Transfer, or Disposal of Department -funded Property: a. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in real property, facilities, or equipment funded in any part by the Department under this Agreement without prior written approval by the Department. b. If a sale, transfer, or disposal by the Agency of all or a portion of Department -funded real property, facilities, or equipment is approved by the Department, the following provisions will apply. i. The Agency shall reimburse the Department a proportional amount of the proceeds of the sale of any Department -funded property. ii. The proportional amount shall be determined on the basis of the ratio of the Department funding of the development or acquisition of the property multiplied against the sale amount, and shall be remitted to the Department within ninety (90) days of closing of sale. Sale of property developed or acquired with Department funds shall be at market value as determined by appraisal or public bidding process, and the contract and process for sale must be approved in advance by the Department. iv. If any portion of the proceeds from the sale to the Agency are non -cash considerations, reimbursement to the Department shall include a proportional amount based on the value of the non -cash considerations. c. The terms of provisions "a" and "b" above shall survive the termination of this Agreement. i. The terms shall remain in full force and effect throughout the useful life of facilities developed, equipment acquired, or Project items installed within a facility, but shall not exceed twenty (20) years from the effective date of this Agreement. ii. There shall be no limit on the duration of the terms with respect to real property acquired with Department funds. 15. Single Audit. The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below. Federal Funded: a. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, monitoring procedures may include but not be limited to on -site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any 8 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Fonn725.000-01 STRATEGIC DEVELOPMENT OGC 02120 inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General. b. The Agency, a non -Federal entity as defined by 2 CFR Part 200, Subpart F — Audit Requirements, as a subrecipient of a Federal award awarded by the Department through this Agreement, is subject to the following requirements: i. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, the Agency must have a Federal single or program -specific audit conducted for such fiscal year in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements. Exhibit "H", Audit Requirements for Awards of Federal Financial Assistance, to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F — Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F — Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, will meet the requirements of this part. II. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F — Audit Requirements. lid. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinoleAudit(aadot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, the cost of the audit must be paid from non -Federal resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than Federal entities). iv. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at httos://harvester.census.aov/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F — Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F —Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSinoleAuditt dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F — Audit Requirements. v. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an 9 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTAT1ON PUBLIC TRANSPORTATION GRANT AGREEMENT Farm 725-000.01 STRATEGIC DEVELOPMENT OGC 02/20 audit conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following: 1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department; 2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the Federal award; 4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and Federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the Federal awarding agency); 5. Withhold further Federal awards for the Project or program; 6. Take other remedies that may be legally available. vi. As a condition of receiving this Federal award, the Agency shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. vii. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSinoleAuditadot.state.fl. us State Funded: a. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on -site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General. b. The Agency, a "nonstate entity" as defined by Section 215.97, Florida Statutes, as a recipient of state financial assistance awarded by the Department through this Agreement, is subject to the following requirements: In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project - specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local govemmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial 10 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 02r20 assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements. ii. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. lit. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinaIeAudit(doLstate.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency's resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities). iv. In accordance with Chapters 10.550 (local govemmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 FDOTSingleAuditCa?dot.state.fl. us And State of Florida Auditor General Local Govemment Audits/342 111 West Madison Street, Room 401 Tallahassee, FL 32399-1450 Email: flaudaen IocaloovtCci)-aud.state.fl.us v. Any copies of financial reporting packages, reports, or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local govemmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, as applicable. vi. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local govemmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package. 11 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Fowm 725-00041 STRATEGIC DEVELOPMENT OGC 02f20 vii. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance. viii. As a condition of receiving state financial assistance, the Agency shall permit the Department or its designee, DFS, or the Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. c. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department or its designee, DFS, or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department or its designee, DFS, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department. 16. Notices and Approvals. Notices and approvals referenced in this Agreement must be obtained in writing from the Parties' respective Administrators or their designees. 17. Restrictions, Prohibitions, Controls and Labor Provisions: a. Convicted Vendor List. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. c. Non -Responsible Contractors. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied, or have further been determined by the Department to be a non -responsible contractor, may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency. 12 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 125-000-01 STRATEGIC DEVELOPMENT OGC 02120 d. Prohibition on Using Funds for Lobbying. No funds received pursuant to this Agreement may be expended for lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes. e. Unauthorized Aliens. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement. f. Procurement of Construction Services. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and at the time of the competitive solicitation for the Project, 50 percent or more of the cost of the Project is to be paid from state -appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes. g• E-Verfy. The Agency shall: 1. Utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the contract; and ii. Expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. h. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local govemmental entity, except for a seaport listed in Section 311.09, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity. 18. Indemnification and Insurance: a. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attomey's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally. the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement: "To the fullest extent permitted by law, the Agency's contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attomey's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and 13 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000- 1 STRATEGIC DEVELOPMENT OGC 02120 persons employed or utilized by the contractor/consultant in the performance of this Agreement. This indemnification shall survive the termination of this Agreement." b. The Agency shall provide Workers' Compensation Insurance in accordance with Florida's Workers' Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultant(s) have Workers' Compensation Insurance for their employees in accordance with Florida's Workers' Compensation law. If using "leased employees' or employees obtained through professional employer organizations (-PEO's"), ensure that such employees are covered by Workers' Compensation Insurance through the PEO's or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent contractors, sole proprietorships, or partners are covered by insurance required under Florida's Workers' Compensation law. c. If the Agency elects to self -perform the Project, then the Agency may self -insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policyles and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject. to a Retention or a Self -Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self -perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have. d. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right- of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad 14 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLORIDA DEPARTMENT Of TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 02120 shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policyfes, coverage, or ACORD Certificates shall not relieve or excuse arty obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have. e. When the Agreement involves work on or in the vicinity of utility -owned property or facilities, the utility shall be added along with the Department as an Additional Insured on the Commercial General Liability policy/ies procured above. 19. Miscellaneous: a. Environmental Regulations. The Agency will be solely responsible for compliance with all applicable environmental regulations and for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith. b. Non -Admission of Liability. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. c. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law. d. Agency not an agent of Department. The Agency and the Department agree that the Agency, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement. e. Bonus or Commission. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. f. Non -Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project. 9. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party. h. Federal Award Identification Number (FAIN). If the FAIN is not available prior to execution of the Agreement, the Department may unilaterally add the FAIN to the Agreement without approval of the Agency and without an amendment to the Agreement. If this occurs, an 15 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 1- STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Forth 720-000-01 STRATEGIC DEVELOPMENT OGC 02/20 updated Agreement that includes the FAIN will be provided to the Agency and uploaded to the Department of Financial Services' Florida Accountability Contract Tracking System (FACTS). Inspector General Cooperation. The Agency agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Law, Forum, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of a conflict between any portion of the contract and Florida law, the laws of Florida shall prevail. The Agency agrees to waive forum and venue and that the Department shall determine the forum and venue in which any dispute under this Agreement is decided. IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written above. AGENCY the City of Sunrise By: Name:1"4►1.0 Title: STATE OF FLORIDA,, DiEPAR TMENT OF TRANSPORTATION DocuSed trata, P. . By: 86FB79A8F1EF4EE... Name: Steven C. Braun, P.E. Title: Director of Transportation Development STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION Legal Review: by [DocullQr,d m), 19030220432T449... 16 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT A Project Description and Responsibilities Form 725-000-02 STRATEGIC DEVELOPMENT OGC 07J20 A. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): Funding for operating a public transit shuttle system B. Project Location (limits, city, county, map): City of Sunrise/Sunrise, FL/Broward C. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): The intent of the project is to provide first and last mile connectivity to other forms of mass transit, and to provide local area transportation between homes, businesses, restaurants, and shopping, which would take cars off the road, minimize single occupancy vehicles within communities, and help free up parking. This on -demand transportation, is not just a transit solution, but also an economic development tool designed to physically drive traffic to local businesses and promote the community. "Service Development Projects specifically include projects involving the use of new technologies, services, routes, or vehicle frequencies; the purchase of special transportation services, and other such techniques for increasing service to the riding public as are applicable to specific localities and transit user groups. Projects involving the application of new technologies or methods for improving operations, maintenance, and marketing in public transit systems can be funded through the Service Development program. Eligible capital costs are any costs that would be defined as capital costs by the Federal Transit Administration. Examples would include, but not be limited to: the acquisition of buses for fleet and service expansions; transfer facilities; intermodal terminals and park and ride facilities; and passenger amenities, such as passenger shelters and bus stop signs. Eligible net operating costs are all operating costs of a project; less any federal funds, fares, or other sources of income to the project." D. Deliverable(s): transit service The project scope identifies the ultimate project deliverables. Deliverables for requisition, payment and invoice purposes will be the incremental progress made toward completion of project scope elements. Supporting documentation will be quantifiable, measurable, and verifiable, to allow for a determination of the amount of incremental progress that has been made, and provide evidence that the payment requested is commensurate with the accomplished incremental progress and costs incurred by the Agency. E. Unallowable Costs (including but not limited to): candy, alcohol, decorations, greeting -cards, lobbying, personal cell phone, office parties, entertainment, food, fans, coffee pots, portable heaters, refrigerators, microwave ovens, congratulatory telegrams, refreshments, banquets, catering, gifts, flowers, or promotional items. F. Transit Operating Grant Requirements (Transit Only): Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants. Operating grants may be issued for a term not to exceed three years from execution. The original grant agreement will include funding for year one. Funding for years two and three will be added by amendment as long as the grantee has submitted all invoices on schedule and the project deliverables for the year have been met. 17 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11 F3738844D7 STATE OF FLOREA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT B Form 725-000-02 STRATEGIC DEVELOPMENT OGC 02/20 Schedule of Financial Assistance TRANSIT OPERATING ONLY FUNDS AWARDED TO THE AGENCY PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: A. Fund Type and Fiscal Year: Financial Project Number Fund Type FLAIR Category State Fiscal Year Object Code CSFA/ CFDA Number CSFA/CFDA Title or Funding Source Description Funding Amount 446658-1-84-01 DPTO 088774 2021 751000 55.012 Public Transit Service Development Program $885,000 LF $885,000 Total Financial Assistance $1,770,000 B. Operations Phase - Estimate of Project Costs by Budget Category: Budget Categories Operations (Transit Only) • State Local Federal Total Salaries $0 $0 $0 $0 Fringe Benefits $0 $0 $0 $0 Contractual Services $885,000 $885,000 $0 $1,770,000 Travel $0 $0 $0 $0 Other Direct Costs $0 $0 $0 $0 Indirect Costs $0 $0 $0 $0 Totals $885,000 $885,000 $0 $1,770,000 * Budget category amounts are estimates and can be shifted between items without amendment (because they are all within the Operations Phase). C. Cost Reimbursement The Agency will submit invoices for cost reimbursement on a: _ Monthly Quarterly Other: basis upon the approval of the deliverables including the expenditure detail provided by the Agency. BUDGET/COST ANALYSIS CERTIFICATION AS REQUIRED BY SECTION 216.3475, FLORIDA STATUTES: I certify that the cost for each line item budget category has been evaluated and determined to be allowable, reasonable, and necessary as required by Section 216.3475, Florida Statutes. Documentation is on file evidencing the methodology used and the conclusions reached. Jayne Pietrowski Department Grant Manager Name Signature DocuSlgned by: j9t.t,t, Ptt elOSti '1/4---0E148950551948D... 5/12/2021 1 8:30 AM EDT Date 18of22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT D AGENCY RESOLUTION PLEASE SEE ATTACHED Form 725 000-02 STRATEGIC DEVELOPMENT OGC 02/20 19 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 1021APR 16 PM3:34 SUNRISE, FLORIDA RESOLUTION NO. 21-31 A RESOLUTION OF THE CITY OF SUNRISE, FLORIDA, APPROVING A "STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT" FOR THE DEVELOPMENT OF A PUBLIC TRANSIT SHUTTLE SYSTEM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in July 2019, the City applied for a Public Transit Service Development Grant administered by the State of Florida Department of Transportation (FOOT) to assist with funding of a new on -demand electric vehicles shuttle program for the Westem Sunrise Business and Entertainment District; WHEREAS, in January of 2020, the City was awarded an $885,000 grant, which provides partial funding towards the new transportation service as well as a local match; and WHEREAS, in order to accept the award, a Public Transportation Grant Agreement is required. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNRISE, FLORIDA: Section 1. A "State of Florida Department of Transportation Public Transportation Grant Agreement" (Grant Agreement) is hereby approved. A copy of the Grant Agreement is attached hereto and made a part of this Resolution as Exhibit A. Section 2. The Mayor is hereby authorized to execute the Grant Agreement. Section 3. Effective Date. This Resolution shall be effective immediately upon its passage. PASSED AND ADOPTED this 13TH DAY of APRIL, 2021. Mayor Michael J. Ryan KAKRG0406 1 C21074 RESOLUTION NO. 21-31 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 MOTION: SECOND: DOUGLAS: GUZMAN: KERCH: SCUOTTO: RYAN: KERCH SCUOTTO YEA YEA YEA YEA YEA Approved by the City Attorney as to Form and Legal Sufficiency KAKRG0406 Authentication: Felicia M. Bravo City Clerk 2 C21074 RESOLUTION NO. 21-31 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT E PROGRAM SPECIFIC TERMS AND CONDITIONS — TRANSIT (Service Development) Fam T23-00042 STRATEGIC DEVELOPMENT OGC 02@0 1. Conformance with Enabling Legislation. This Agreement is in conformance with Section 341.051, F.S. 2. Bus Transit System. In accordance with Section 341.061, F.S., and Rule Chapter 14-90, Florida Administrative Code, the Agency shall submit and the Department shall have on file, an annual safety certification that the Agency has adopted and is complying with its adopted System Safety Program Plan pursuant to Rule Chapter 14-90, F.A.C., and has performed annual safety inspections of all buses operated. 3. Transit Vehicle Inventory Management. The agency will follow the Department's Transit Vehicle Inventory Management Procedure (725-030-025), which outlines the requirements for continuing management control, inventory transfer and disposal actions. This procedure pertains ONLY to capital procurements of rolling stock using the FTA Section 5310, Section 5311, Section 5316, and Section 5317 programs as the funding source, or where the Department participates in 50% or more of the public transit vehicle's purchase price. This may include vehicles purchased under the State Transit Block Grant Program, State Transit Corridor Program, State Transit Service Development Program, or other applicable Department programs. 4. Progress Reports. The Agency will submit Semi -Annual Progress Reports on monthly ridership data. Reports are due no later than January 30th for the period ending December 31 "I and July 30th for the period ending June 30th. 5. Project Goals and Service Data. The Agency must report on work efforts and provide a detailed, side -by -side comparison of the project goals and actual service data. 6. Submittal of Proposed Timeline. The Agency will submit a Proposed Time Line for Service Development Activities prior to the commencement of the project. 7. Final Report. At any time when it becomes necessary to terminate the project or at the end of the two years, a Final Report will be submitted by the Agency. This report will accompany the Final Invoice for reimbursement. The Final Report will include the following: a) An evaluation of the attainment of the goals and objectives. b) The reasons any of the goals were not met. c) The benefit accrued by the Agency. d) A statement of the Agency's intent to continue with the service demonstrated. — End of Exhibit E — 20 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS EXHIBIT F Contract Payment Requirements Florida Department of Financial Services, Reference Guide for State Expenditures Cost Reimbursement Contracts Form 725400-02 STRATEGIC DEVELOPMENT OGC 02120 Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation shall be submitted for each amount for which reimbursement is being claimed indicating that the item has been paid. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved agreement budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided. Listed below are types and examples of supporting documentation for cost reimbursement agreements: (1) Salaries: A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. (2) Fringe Benefds: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception: Govemmental entities are not required to provide check numbers or copies of checks for fringe benefits. (3) Travel: Reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means. (4) Other direct costs: Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A-1.017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273.02, Florida Statutes, for subsequent transfer to the State. (5) In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. (6) Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown. Contracts between state agencies, and/or contracts between universities may submit alternative documentation to substantiate the reimbursement request that may be in the form of FLAIR reports or other detailed reports. The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address httas://www.mvfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExoenditures.odf. 21 of 22 DocuSign Envelope ID: CDD76790-542E-4BFE-898F-11F3738844D7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS Form 725.000-02 STRATEGIC DEVELOPMENT OGC 02/20 EXHIBIT G AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE THE STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES: - Awarding Agency: State Project Title: CSFA Number: *Award Amount: Florida Department of Transportation Public Transit Service Development Program 55.012 $885,000 *The award amount may change with amendments Specific project information for CSFA Number 55.012 is provided at: https://apps.fldfs.com/fsaa/searchCataloo.asox COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT: State Project Compliance Requirements for CSFA Number 55.012 are provided at: httpsJ/apps.fldfs.com/fsaa/searchCompliance.asox The State Projects Compliance Supplement is provided at: https://apps.fldfs.com/fsaa/compliance.aspx 22 of 22