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HomeMy WebLinkAbout24336AGREEMENT INFORMATION AGREEMENT NUMBER 24336 NAME/TYPE OF AGREEMENT MIAMI-DADE COUNTY & VARIOUS VENDORS DESCRIPTION SUPPLEMENTAL AGREEMENT/TRANSPORTATION SERVICES WITH AIR B SCHOOL BUS/MATTER ID: 22-2386 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 4/3/2023 DATE RECEIVED FROM ISSUING DEPT. 4/4/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Air B School Bus IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ 50.000 FUNDING INVOLVED? fl TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Supplemental Agreement YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Miami -Dade County RTQ-01100 Transportation Services with Air B School Bu On an as needed basis, under the City Manager's delegated authority of $50,000. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR23087 March 29, 2023 Annie Perez, I 10:54:09T°°si9Oetlbr SIGNATURE: CPPO --¢^' c?'^-1 'a»4 €® 3CA646_ RISK MANAGEMENT March 29, 2023 Ann -Marie SShame I 11:07:1 SIGNATURE: EUT �BacuSignetl by: 'reini C uvah NF,4gRA95r2.54R0 CITY ATTORNEY matter 22-2386 April 2, 2023 ia 21 :49 41T EDTZ SIGNATURE: Spring, I 10:16: 53 EDT SIGNATURE: gnctl by p,,,,„-¢-Larry C�iaAr6rt645, FA),1 SPn ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER Apri 1 3, 2023 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS April 3, 2023 Natasha Colebrook I 12:45:47 EDTpac SIGNATURE: -Williams tl N.xFeoe_tv;ee:. DEPUTY CITY MANAGER ��in 8]OPJ]SDEAIII B.. Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER April 3, 2023 IA'Ru0¢g SIGNATURE: DocuSignetl by &itu, NO,,,6CF6CJ]2DD42A.. CITY CLERK April 3, 2023 I Tgliii4611MOIDT SIGNATURE: ^yj C E4.75660Cr1459_. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 s. • IAFII{IIAATE 1 I 0 City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Victoria Giraldo Contact Person Procurement Contracting Officer Title 3/29/2023 Date: Procurement Requesting Client (305) 416-1916 Telephone Legal Service Requested: Matter 22-2386 Supplemental Agreement with Miami -Dade County RTQ-01100 Transportation Services with Air B School Bus. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Supplemental Agreements for MDC RTQ-01100 Transportation Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ N/A • City Manager — Authority level of $ 50,000 ❑ City Commission — RESOLUTION No. N/A 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ SOLE SOURCE • PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. WHAT IS THE SCOPE OF SERVICES? Transportation services for Parks and Recreation Department's ("Parks") programs. 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Parks 5. IS THE AWARDEE THE INCUMBENT? Only AirB School Bus Transportation Inc. and Safeguard America Inc. Americas Transportation 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? April 29, 2023 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $1,164,383 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Pre -Qualified Pool of Vendors DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO SERVICES CONTRACT BETWEEN MIAMI-DADE COUNTY AND VARIOUS VENDORS The City of Miami (City) is accessing the abovementioned agreement for the provision of transportation services ("Services"). That certain agreement titled "Transportation Services" between Miami -Dade County ("Miami -Dade") and Various Vendors ("Vendor") made and entered effective as of June 1, 2019 is attached hereto and is incorporated by reference herein ("Services Contract"). This supplement to the Services Contract between Miami -Dade and the Vendor includes City legal requirements ("Agreement"). The term of this Agreement is as stated in Section 2.2 of the Services Contract. The effective date of access by the City is a) Vendor Responsibilities: A. Vendor(s) has agreed to furnish the Services as further described in Miami -Dade RTQ- 01100, as indicated in Section 3. Scope of Work and Technical Specifications as attached, except as follows: 1. All references to "Miami -Dade County" or the "County" shall be deleted and replaced with the "City" as applicable throughout the Exhibit. 2. All references to "County Commission" shall be stricken and replaced with the "City Commission" as applicable throughout the Solicitation. B. Vendor shall provide the Services to the City for Transportation Services. C. Vendor's, responsibilities will commence on the effective date of this agreement. b) Contract Section 1.16, titled Subcontracting, is hereby deleted in its entirety 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 Vendor(s) 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. Vendor(s) shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Vendors activities and responsibilities hereunder. Vendor(s) 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. DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 This Agreement shall not be construed as creating any joint employment relationship, joint venture partnership or other affiliated entity status between Vendor(s) and the City and the City will not be liable for any obligation incurred by Vendor(s), 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 Vendor(s) or its officials, agents, servants and employees. c) Contract Section 1.18, titled Assignment, is hereby deleted in its entirety and replaced with the following language: Assignment: Vendor(s) was selected for these services due to their particular and unique experience in the subject matter of this Agreement which Agreement is not freely assignable or transferable. This Agreement shall not be assigned, sold, transferred, or otherwise sold, by Vendor(s), in whole or in part, and Vendor(s) shall not assign any part of its operations, 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. Vendor(s) shall have no recourse from the City Manager's refusal to approve this Assignment, other than to cancel the Agreement in the manner provided by subsection (k) above. d) Contract Section 1.21, titled Indemnification, is hereby deleted in its entirety and replaced with the following language: Indemnification: A. Vendor(s) shall further indemnify, defend (at its own cost), and hold the City, its officers, agents, directors, and employees harmless against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work, even if it is alleged that the City, its officers, agents, directors, and employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Vendor(s) shall, upon written notice from the City, resist and defend (at its own cost) such action or proceeding by counsel satisfactory to the City. Vendor(s) expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Vendor(s) shall in no way limit the responsibility to indemnify, defend and save the City, its officers, agents, directors, and employees harmless as herein provided. B. The indemnification provided above shall obligate Vendor(s) to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, 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 Vendor(s), or persons employed or utilized by Vendor(s). C. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and Page 2 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. D. Vendor(s) shall require all sub -contractor agreements to include a provision that each sub -contractor will indemnify the City in substantially the same language as this Section. Vendor(s) 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 Vendor(s) in which the City participated either through review or concurrence of Vendor'(s) actions. In reviewing, approving or rejecting any submissions by Vendor(s) or other acts of Vendor(s), the City, in no way, assumes or shares any responsibility or liability of Vendor(s) or sub- contractors under this Contract. E. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by Vendor(s). e) Contract Section 1.22, titled Insurance Requirements, is hereby deleted in its entirety and replaced with the following language: Insurance: Vendor(s) shall provide and maintain in force at all times during the Agreement with the City, such insurance, including Workers' Compensation and Employer's Liability Insurance, Comprehensive General Liability Insurance, Automobile Liability Insurance and Errors and Omissions Insurance to assure the protection contained in the foregoing indemnification undertaken by Vendor(s). A. Workers' Compensation subject to Statutory limits for the State of Florida with $100,000.00 Employers Liability. Employer's Liability- Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for Bodily injury caused by disease, each employee $500,000 for Bodily injury caused by disease, policy limit B. Commercial General Liability Insurance with limits of no less than $1,000,000.00 per occurrence, $2,000,000.00 for policy aggregate, affording coverage for bodily injury, including death, and property damage. The certificate of insurance shall insure exposures arising out of premises and operations, products and completed operations, personal injury and advertising liability, and include coverage for contingent and contractual exposures. This insurance shall be written on a primary and non-contributory wording and shall list the City of Miami as an additional insured. C. Business Auto Liability protecting against bodily injury and property damage arising out of operation, maintenance or use of any auto, including owned, non -owned and hired automobiles exposures, with limits of not less than $ 1,000,000.00 per accident. The City shall appear listed as an additional insured on this coverage. A Certificate of Insurance acceptable to the City shall be provided listing the above Page 3 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 coverages and providing thirty (30) days prior written notice to the City in the case of cancellation. The City shall be named as an additional insured on all liabilities, except professional liability and workers' compensation coverage. A copy of the certificate shall be mailed to the City's Risk Management Department at the time Vendor(s) executes this Agreement. f) Contract Section 1.25, titled Termination for Convenience, is hereby deleted in its entirety 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 Vendor(s) at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Vendor(s) compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Vendor(s) 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. Vendor(s) 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. g) Contract Section 1.34, titled Audits -Access to Records, is hereby deleted in its entirety and replaced with the following language: Audit and Inspection Rights and Records Retention: A. Vendor(s) agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Vendor(s) which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Vendor(s) under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Vendor(s) which are related to Vendor(s)'s performance under this Agreement. Vendor(s) agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Vendor(s)'s failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect Vendor(s)'s facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Vendor(s) under this Agreement conform to the terms hereof. Vendor(s) shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-99, 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. Page 4 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 h) Contract Section 1.48, titled Nondiscrimination, is hereby deleted in its entirety and replaced with the following language: Non -Discrimination. Equal Employment Opportunity, and Americans with Disabilities Act: Vendor(s) 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. Vendor(s) shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by 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, Vendor(s) shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Vendor(s) 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 Formal Solicitation. Furthermore, Vendor(s) 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 or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Vendor(s) 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. i) Contract Section 1.49, titled Public Records and Contracts for Services Performed on Behalf of Miami -Dade County, is hereby deleted in its entirety and replaced with the following language: Public Records: A. Vendor(s) understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Vendor(s)'s failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Vendor(s) shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the 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 Page 5 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 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 for the duration of the contract term and following completion of the Agreement if Vendor(s) does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of Vendor(s) or keep and maintain public records required by the City to perform the service, if Vendor(s) transfers all public records to the City upon completion of the Agreement, Vendor(s) shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if Vendor(s) keeps and maintains public records upon completion of the Agreement, Vendor(s) 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. Notwithstanding the foregoing, Vendor(s) shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Vendor(s) determine to dispute any public access provision required by Florida Statutes, then Vendor(s) shall do so at its own expense and at no cost to the City. IF VENDOR(S) HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, 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 FLOOR, MIAMI, FL 33130. VENDOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. The following clauses are added to this contract: j) Notices: TO THE CITY: Arthur Noriega V. City Manager 3500 Pan American Drive Miami, Florida 33133 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Page 6 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 Miami, Florida 33130 TO VENDOR: Air B School Bus 6241 SW 16th Terrace Miami, FL 33155 k) APRlicable Law, Venue and Attorney's Fees: This Agreement with the City shall 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 Vendor(s) and the City of Miami shall be in a court of competent jurisdiction located in Miami -Dade County, Florida. Each party shall bear their own respective attorneys' fees. I) Laws and Ordinances Vendor(s) 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. m) Mediation: These 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. n) Contingency Clause: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws, City programs or policies, or regulations, upon thirty (30) days written notice. o) 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, Page 7 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 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. p) City Not Liable for Delays: Vendor(s) hereby understands and agrees that in no event shall the City be liable for, or responsible to Vendor(s) or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. q) Use of Name: Vendor(s) understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Vendor(s) 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. Vendor(s) 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. r) No Conflict of Interest: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Vendor(s) hereby certifies to the City that no individual member of Vendor(s), no employee, and no subcontractors 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. Vendor(s) hereby represents and warrants to the City that throughout the term of this Agreement, Vendor(s), its employees, and its subcontractors will abide by this prohibition of the City Code. s) No Third -Party Beneficiary: No persons other than Vendor(s) and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. t) 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. u) Truth -in -Negotiation Certifications Representation and Warranty: Vendor(s) hereby certifies, represents and warrants to the City that on the date of Vendor(s)'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 Vendor(s) under this Agreement are and will continue to be accurate, Page 8 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 complete, and current. Vendor(s) 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. v) Counterpartsi Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. Page 9 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print N/me:eQ ° ";z3 Title: ,t CC�ur`�Q 1 (Corporate Seal) ATTEST: DocuSigned by: "Vendor Name" (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal corporation ,--oocuSignetlby By: a Navu,< Todd B. Hannon, City CI= Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: focuSignetl by: FlEF90AF0FE051— DS FPV REQUIREMENTS: ,,---OocuSignetl by: Victoria Mendez (Matter 22-2386) Ann%ilfgarre5"char pe City Attorney Risk Management Director DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, 4f /'�J �4l7&J AEA //L��� 04 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 contract to which this resolution is attached; and AlY WHEREAS, the 7- d4r-Yi (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—D((same as identified above) that this company is authorized to enter into the Agreement with the City, and the Jc 4 J (company officer title)and the GJ/d� ' (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 44, , 202 4k l/% G.CV` 40 "Vendor") An �Cr/ (State) Company By: (sign) Print Name: TITLE: Page 11 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 VIIAMI, FLORIDA INTER -OFFICE MEMORANDUM Arthur Noriega V City Manager DocuSwlecl FROM: riffe`Perez, CPPO Director/Chief Procurement Officer Department of Procurement RECOMMENDATION: DATE February 15, 2023 SUBJECT: Recommendation for Approval to Award Accessing MDC RTQ No. 01100 Transportation Services ENCLOSURES: Based on the findings below, the Department of Procurement ("Procurement"), on behalf of the Parks and Recreation Department ("Parks"), hereby recommends the accessing of Miami Dade County's ("MDC") RTQ No. 01100, for Transportation Services. The awarded vendor, and contract terms and amount are listed below. Contract Number/Title: Contract Amount: Contract Term: Recommended Vendor: BACKGROUND: MDC Contract RTQ 01100 Transportation Services. On an as needed basis, under the City Manager's delegated authority of $50,000. Sixty (60) months, expires May 31, 2024 Academy Bus LLC, Air B School Bus Transportation Inc., American Coach Inc., Florida Trails Inc. dba Annette Bus Lines, Franmar Corp., JGT Transportation Inc., Key Transportation Services Corp., Phoenix Bus Inc., Safeguard America Inc. dba Americas Transportation, Transportation America Inc, Unique Charters Inc. Parks has a continuous need to provide transportation services to their summer and after school program participants, on an as needed basis. Market research was conducted, and it was determined that the Miami Dade County RTQ No. 01100, Transportation Services, which was competitively solicited under full and open competition, met all the City's criteria for accessing the contract and would be most advantageous to the City. Consequently, approval of this recommendation is requested. Your signature below will indicate approval of this recommendation. Approved: avfLur Navin r, YTY 42A... Arthur Noriega V City Manager Date: February 22, 2023 1 12:52:30 EST cc: Natasha Colebrook -Williams, Assistant City Manager, Chief of Operations Larry Spring, CPA, Assistant City Manager, Chief Financial Officer Chris Evans, Interim Director, Parks and Recreation Department Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Department of Procurement PR22216 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 ACORDM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDPYYY) 3/20/2023 PRODUCER PUBLIC TRANSPORTATION 7735 NW 146 ST C-100 Miami Lakes, FL 33016 (305) 818-9544 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERSAFFORDINGCOVERAGE NAIC# INSURED Air B School Bus # 6241 SW 16TH TER Miami, FL 33155 1(786) 290-5245/7862670122 INSURERA Incline Casualty Company 11090 INSURER B: INSURER C: INSURER D: INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OO L NSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MM/DD/YY) POLICY EXPIRATION DATE(MM/DD/YY) LIMITS A Y GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 5ST10153-01 07/30/22 07/30/23 EACH OCCURRENCE $ 1,000,000 X DAMAGE IO RENIEL) PREMISES $ 100,000 ICLAIMS MADE OCCUR �(Eaoccurence) MMEE,E(EEE�(Any one person) $ 5,000 NAL&ADV INJURY $ 1,000,000 w`�PRODUCTS- NERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: COMP/OP AGG $ Included 2 POLICY D JECT D LOC A Y AUTOMOBILE LIABILITY ANYAUTO ALL OWNED AUTOS\ SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS PIP Statutory 5ST10153-01 07/3 \44 ) 41' A' 07/30/23 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ X X BODILY INJURY (Peraccident) $ X X PROPERTY DAMAGE (Peraccident) $ GARAGE LIABILITY ANYAUTO \ X �./ AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY �O J EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERSCOMPENSATIONAND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y`J OFFICER/MEMBER EXCLUDED? Ifyes, describe under SPECIAL PROVISIONS below tel.O TU- I TORY LIN WC MITS I IOER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS School Bus Operation The City is an additional insured - Commercial Liability, coverage is Primary and Non - Contributory CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue, 6 Floor Miami, FL 33130 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) © ACORD CORPORATION 1988 DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/20/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NEA Insurance Group, LLC 8700 W. Flagler St., Suite 401 Miami FL 33174 CONTACT Jessica Blanco NAME: PHONE o, Ext): (305) 221-2400 FAX No): (305) 221-2411 E-MAIL jessica@avante-nea.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: Technology Insurance Company, Inc. 42376 INSURED Air B School Bus Transportation Inc. 6241 SW 16th Terrace Miami FL 33155 INSURER B INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CL2312408391 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AB I.> FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT ' SPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN CT TOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. `` INSR LTR TYPE OF INSURANCE IANSD DDL UBR SWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) PM/DW E%P Y (MMIDD/�YYY) LIMITS COMMERCIAL GENERAL LIABILITY ' O✓ � ` 1' �l 1� EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY `` /^�v �( ], v i COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE O �I EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ AANY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PROPRIETOR/PARTNER/EXECUTIVE EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N O\�11 e TWC4192786 01/16/2023 01/16/2024E.L. /� STATUTE ER EACH ACCIDENT 1,000,000 $OFFICER/MEMBER E.L. DISEASE - EA EMPLOYEE 1 000,000 $ E.L. DISEASE -POLICY LIMIT 1,000,000 $ P DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Miami ACCORDANCE WITH THE POLICY PROVISIONS. 444 SW 2nd Avenue, 6 Floor AUTHORIZED REPRESENTATIVE y — Miami, FL 33130 (91%*.—.- I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: C37D2AEE-0055-4628-A266-A139B3F76054 From: Ouevedo, Terry To: Gandarilla. Aimee; Gomez Jr., Francisco (Frank) Subject: RE: COI AIR B SCHOOL BUS TRANSPORTATION Date: Friday, March 24, 2023 6:47:49 AM Attachments: imaae001.onq Aimee The certificates are adequate. Regards, PJ'I C/ // (meek City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoPmiamigov.com -:Serarry, S etacc ry, atird 714orrccry ata gamm:larG From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Thursday, March 23, 2023 3:19 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: COI AIR B SCHOOL BUS TRANSPORTATION Good afternoon Frank, Please advise. Thank you, Qimee caw knit& Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement ti * moor Il+il1 11 71 f () "Serving, Enhancing, and Transforming our Community" Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, April 4, 2023 8:50 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola; Brown, Sadie Subject: Matter 22-2386 Transportation Services MDC RTQ-01100 Air B School Bus Attachments: Transportation Services MDC RTQ-01100 Air B School Bus Matter 22-2386.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, airnee garcdwriaa Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement , cap. 1 ti -},png, Enhancing, and Transforming our Community" 1