HomeMy WebLinkAboutOriginal ContractPrepared BY: Deborah Buchanan, 5/22/2012
A CONTRACT AWARD SHEET INSTRUCTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION
CONTAINED HEREIN IS AVAILABLE IN THE ]SUPPLIER INFORMATION SECTION OF OUR WEBPAGE AT:
www,miamigoX.com/procurement
RFP NO.:
274276(17)
DESCRIPTION:
ON DEMAND TRANSPORTATION SERVICES
TERM OF CONTRACT:
ONE (1) YEAR
CONTRACT PERIOD:
APRIL 27, 2012 THROUGH APRIL 26, 2013
COMMODITY CODE:
96216-00
SECTION #1 — VENDOR AWARD
Transportation America, Inc.
2766 NW 62nd Street
Miami, FL 33147
Contact: Mr. Robert Beers
Phone: (305) 264-7111
Fax: (305) 265-3303<
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Cell/Pager: N/A
Email Address: bbeers(7a.transaortaonariiee'ra;a cqm
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SECTION #2—AW®Rn/Ftaf'fC't'RP llnirl INItACf IIAArIAkl/n or��. `inwoc nenr��e■}cre. ui.�.-e.
Prepared BY: Deborah Buchanan, 5/22/2012
A CONTRACT AWARD SHEET INSTRUCTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION
CONTAINED HEREIN IS AVAILABLE IN THE ]SUPPLIER INFORMATION SECTION OF OUR WEBPAGE AT:
www,miamigoX.com/procurement
PROFESSIONAL SERVICES AGREEMENT BETWEEN TRANSPORTATION
AMERICA, INC. AND THE CITY OF MIAMI, FLORIDA FOR ON -DEMAND
TRANSPORTATION SERVICES
This Pro ssional Services Agreement ("Agreement") entered into this �41
day of MO�rei , 2012, by and between the City of Miami, Florida, ("City"), a
municipal corporation organized and existing under and by virtue of the laws of the State
of Florida, 444 SW 2nd Avenue, Miami, Florida 33130 and, Transportation America, Inc.
("Transportation America" or "Contractor"), a Florida corporation, having its principal
place of business at 2766 NW 62nd Street, Miami, FL, 33147.
WHEREAS, the 2010 Florida Legislature enacted CS/HB 1271, codified as Fla.
Stat. §212.055(1,), as amended, in order to allow Transit Surtax funds for the planning,
development, construction, operation, and maintenance of on -demand transportation
services; and
WHEREAS, pursuant to Miami -Dade County Ordinance No. 02-116, as
amended March 15, 2011, On -Demand Transportation Services is an eligible expense
from the Charter County Transportation System Surtax fiends (Transit Surtax); and
WHEREAS, the City finds it desirable to provide On -Demand Transportation
Services to the residents of Miami who are low-income elderly and/or disabled; and
WHEREAS, the service is funded from the City's share of the Transit Surtax and
not the General Fund; and
WHEREAS, the City of Miami, Florida advertised Request for Proposals (RFP)
for a contract for On -Demand Transportation Services, RFP No. 274276; and
WHEREAS, on August 9, 2011, the Evaluation Committee convened and selected
Transportation America as the most qualified Contractor; and
WHEREAS, the City awarded the contract to Transportation America pursuant to
Miami, Fla Resolution No. 12-0047 (February 9, 2012); and
WHEREAS, the Contractor, familiar with the Scope of Work required hereunder
that comprises the Request for Proposal and the Contract specifications and having
expressed its desire -and willingness to provide such professional servicesandhaving
presented their qualifications to the City; and
WHEREAS, the City agrees to enter into this Agreement with the Contractor and
the Contractor agrees to accept employment under the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein contained, and subject to the terms and conditions hereinafter stated, the parties
hereto understood and agree as follows:
1. DEFINITIONS
All terms used in this Agreement shall be defined in accordance with the Definitions
section (3.1) of the Request for Proposal, herein after referred to as "RFP," unless stated
below.
"ADA" means the Americans with Disabilities. Act. The Americans with Disabilities Act
(ADA) gives federal civil rights protections to individuals with disabilities similar to
those provided to individuals on the basis of race, color, sex, national origin, age, and
religion. It guarantees equal opportunity for individuals with disabilities in public
accommodations, employment, transportation, State and local government services, and
telecommunications.
"Addenda/Addendum" shall mean written or graphic instruments issued prior to the
Proposal Opening which modify or interpret the Contract Documents by additions,
deletions, clarifications, modifications, or corrections.
"Agreement" shall mean the executed contract between the City and the Contractor.
"Agreement Documents" shall mean the Professional Services Agreement,'the Request
for Proposal and the Response by the Contractor to the Request for Proposal as those
terms are defined and identified in this Agreement. "Agreement Documents" is
synonymous with the trade term "Contract Documents."
"City" means the City of Miami, Florida. The City of Miami shall be referred to herein as
"City." For the purposes of this Agreement, "City" without modification shall mean, the
City Manager.
"City Commission" means the legislative body of the City.
"City Manager" means the Chief Executive Officer and Administrator of the City..
"Contractor" means Transportation America, Inc. who is the Contractor performing the '
specified. professional services under this Agreement.
"County" means Miami -Dade County, a political subdivision of the State of Florida. '
"Director" shall mean the Director- of the City of Miami Capital Improvements Projects
Department or the Director's authorized designee.
"Notice To Proceed" means the same as "Authorization to Proceed." A duly authorized
written letter or written directive issued by the Director acknowledging that all applicable
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conditions precedent to commencement of the services have been met and/or directing
that the Contractor may begin the services.
"On -Demand Transportation Service(s)" shall have its given meaning in §215,055(1)(e),
Fla. Stat. (2010), as amended. Per the RFP, such transportation service is a door-to-door
transportation services contracted by the City. of Miami to serve the City's low-income
elderly population, aged 65 and over and/or the disabled for specific trip purposes. For
the purposes of this Proposal, "pre -arranged transportation service" will have the same
meaning as on -demand transportation services. Notwithstanding any provision to the
contrary, on -demand transportation services shall require 24-hour pre -arranged service by
the recipients.
"Professional Services Agreement" (PSA) shall mean this Agreement between the City
and the Contractor, as it may be amended from time to time.
"Project Manager" means' an employee or representative of the City,assigned by the
Director to: manage and monitor the Services to be performed under this Agreement. The
Project Manager will be the staff personnel of the City's. Office of Transportation.
"Proper Invoice" means an invoice that conforms to all statutory requirements under
Florida's Prompt Payment Act, §218.70, et. seq., Fla. Stat., as amended and all.
requirements specified by the local governmental entity to which the invoice is
submitted. Such requirements must be included in the Agreement for the project for
which the invoice is submitted.
"Request for Proposal" ("RFP") shall mean City of Miami RFP 274276,1, RFP for On -
Demand Transportation Services as amended by any Addendums.
"Response' to The Request for Proposal ("RFP") shall mean the Response by the
Contractor to RFP 274276,1. .
"Risk Administrator" means the City's Risk Management Administrator, or designee, or
the individual named by the City Manager to administer matters relating to insurance and
risk of loss for the City.
"Scope of Services" or "Services" means a comprehensive description of the activities,
tasks, design features, objectives, deliverables and milestones required for the completion
of Project or an assignment with sufficient detail to allow a reasonably accurate
estimation of resources necessary for its completion.
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11. INITIAL TERM AND RENEWAL OPTIONS
2.0 This Agreement shall be for a term of one (1) year of operation of service
commencing on the date stated upon the issuance of a Notice to Proceed, which will
specify the date on which the Contractor shall commence Services/Transition of Services
pursuant to this Agreement. Subject to the conditions for renewal set forth in 2.4 of'the
RFP, this Agreement includes the option to extend for up to four (4) additional one (1)
year periods, upon fiu-ther City Commission approval. The total term shall not exceed
five (5) years. This Agreement will be in effect during the term indicated above. All
activities as described in the Scope of Services shall be undertaken, performed and
completed within the term: provided herein. The City reserves the right to modify the
service level above or below that specified in the request for proposal and renegotiate the
contract rate accordingly as may be allowed by applicable laws.
The extensions provided above are subject to City Commission approval, continued
satisfactory performance as determined by the Director, the availability and appropriation
of funds, and all other terms and conditions of the Agreement.
M. PRIORITY OF PROVISIONS
3.0 If there is a conflict with the Request for Proposal and/or the Response to
Request for Proposal and this Agreement, this Agreement shall in all cases prevail. The
City reserves the right to resolve, any contradictions and to correct any errors contained in
its proposal documents. Any conflicts between the Request for Proposal and .Addendum
shall be resolved in favor of the provisions of this Agreement.
If there -is a conflict or inconsistency between any term, statement .requirement, or
provision of any exhibit attached hereto, any document or events referred to herein, or
any document incorporated into the Agreement Documents by reference and a term, the
response prepared by the Contractor, or provision of the Agreement Documents the
following order of precedence shall apply:
3.1 In the event of conflicts in the Agreement Documents the priorities stated
below shall govern;
• Revisions (Amendments) to the Agreement which are executed shall govern
over the Agreement.
• The Agreement shall govern over the RPP, any Addendum to the RFP, and
the RFP Response.
• The RFP shall'govern over the RFP Response.
IV. SCOPE OF SERVICES
IN GENERAL
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4.0 As used herein, the City's On -Demand Transportation Service is a service
comprised of vans, or small buses operating in response to calls Brom Clients or Agencies
to the selected Contractor, who then dispatches a vehicle that picks up the Customers and
transports them to their destinations. The service is characterized by the following: a) the
statutory definition set forth in Article I of this Agreement; b) the vehicles operate over
non -fixed routes on a flexible schedule except, perhaps, on a temporary basis to satisfy i)
specific trip purposes and, ii) the vehicle may be dispatched to pick up several Customers
at different pick-up points before taking them to their respective destinations and may
even be interrupted en route to these destinations to pick up other Customers. -
Pursuant to Miami -Dade County Ordinance No. 02-116, One -Half of One Percent
Charter County Transit System Sales Surtax as amended March 15, 2011, the criteria for
eligible customers are as follows:
• Low -Income residents that earn an income that is below the threshold set by
the State of Florida to determine a senior citizen's additional homestead
exemption as outlined in Section 196.075, Florida Statutes (2010) and that
meet one or both of the following criteria:
o are aged 65 years or older•,
o have a disability, as defined in the ADA.
The Florida Department of Revenue (FDR) determined the Senior Homestead
Exemption in calendar year 2011 is to be set at an Adjusted Household Income
Limitation of $26,203. The amount varies yearly in accordance with the Consumer Price
Index inflation adjustment. Customers may demonstrate fulfillment of this requirement
by completing Foran DR -501. Alternatively, Customers may provide proof of �ow-
Income by submitting a Report of Confidential Social Security :benefit Information
(SSA -2458). Those individuals who are currently receiving Special Transit Services
("STS") benefits through Miami -Dade County or any other entities are not eligible for the
City's service,
The On -Demand Transportation. Service must use a pre -arranged 24 -hours in
advance, schedule. An immediate call taxi type service is not eligible for this program.
The Service Area shall be restricted to the City's municipal boundaries (within the
City limits) and trips must originate and terminate within the Service Area.
The Contractor acknowledges and agrees that the City is prioritizing service to
eligible Customers for the following trip purposes:
Access to senior centers providing hot meals and places to food procurement;
government and medical facilities; trips to facilities for personal rehabilitation; and
access to participate in recreational activities sponsored by public educational or
governmental entities.
The Contractor will provide On -Demand Transportation Service that is more
flexible and personalized than conventional fixed -route services and does not include
charter bus and exclusive -ride taxi services. The Contractor will provide a Fee for Service
on the one-way cost per Trip, Ambulatory and Non -Ambulatory. The City will reimburse
the Contractor for the cost of each eligible Trip. The Contractor is able to provide an
estimated 14,000 trips within the City's fiscal year, approximately fifty (50) trips pet day.
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4.1 The professional services to be performed by the Contractor are contained
in the Request for Proposal RFP No. 274276,1 with Addendum No. 1 issued on July 13,
2011.
4,2 The Contractor agrees to assist the City and the City's Office of
Transportation in ensuring that the City complies with Miami -Dade County Ordinance
No. 02116, 'Transit Surtax, as amended.
4.3 The Contractor agrees to provide professional services and personnel as
described in RFP 274276 Section 3.2,4, Minimum Responsibilities of the Selected
Proposer, in connection with the operation of the City of Miami On -Demand
Transportation Service.
4.4 The Contractor shall provide sufficient vehicles as determined by the
Director for use in connection with the terms of this Agreement. These vehicles shall
adhere to the provisions in RFP 274276,1 section 3.2.22, Transportation (Vehicle and
Chauffeur) Standards.
The Contractor shall not utilize the vehicles provided under this Agreement for
any other use except as authorized by this Agreement. These vehicles will be covered by
the Contractor's insurance, and it will be the responsibility of the Contractor to obtain all
necessary insurance coverage, licenses, registrations, applicable governmental approvals,
permits and tags for the vehicles. Any replacement vehicles will be covered by the
Contractor's insurance, and it will. be the responsibility of the Contractor to get all
necessary permits and tags for any replacement vehicles. The Contractor agrees to have a
ready4or-service spare vehicle, covered by the Contractor's insurance with all necessary
permits and tags, within the vicinity of the City of Miami as stated in the RFP section
3.2,13, Late Vehicle Assistance and Estimated Time of Arrival Inquiries,
4.5 The Contractor shall provide On -Demand Transportation Services within
the City according to the City's priority of service based on trip purpose in the RFP,
section 3.2.1 and trip demand. The established service consists of locations within the
municipal boundaries (City limits) of the City of Miami. The Contractor shall provide
services Monday through Friday from 8:00 a.m. to 5:00 p.m. The hours of operation may
be amended., in writing, from time to time at the discretion of the City Manager or the
City Manager's authorized designee,,to respond to the needs of the community. From
time to time, the City may request that the Contractor operate the additional
transportation service, This additional service may include, but will not be limited to,
extended hours of service, and/or special routings -to assist during the -post-recovery
period after a damaging storm or other natural disaster. The Contractor will provide the
service as directed by the City Manager and will be compensated, at a previously agreed
upon rate set forth in an amendment or other executed written document, for such
additional service.
4.6 .For the purposes of the ongoing operation of the service, the Contractor's
point of contact will be the Project Manager, and the City's point of contact will be the
City's Office of Transportation and Capital Improvements Program.
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. 4.7 The Contractor shall provide knowledgeable, effective supervisory staff to
support the operation. The Contractor will recruit, hire, train and employ supervisory
personnel, including a project manager, dispatchers and road supervisors, as needed, for
the purpose of overseeing the operation of service, and to ensure safe, reliable service.
Drivers and dispatchers shall accurately complete and submit the required operating
reports daily to the Contractor's Trip Center. ' The Contractor shall provide program
policies and procedures in accordance with the RTP, section 3.2.23, Training, section
3.2.27, Record Keeping and Data. Collection, 3.2.28, Required Documentation, and
3.2.29; Manuals and Plans, and maintain an employee acknowledgment file with
employee signature indicating they have read and fully understand its contents.
4.8 The drivers employed by the Contractor for the purpose of providing the
service shall be properly licensed operators. The drivers shall possess the qualifications
as required by the State of Florida and Miami -Dade County, Florida, including a current
Miami -Dade County Chauffeur's Registration as noted in the RFP, section 3.2.22,
Transportation (Vehicle and Chauffeur) Standards. The Contractor shall ensure that all
drivers are familiar with all applicable written County and City policies and procedures,
regardless of distribution of written materials to same. Drivers shall be fully trained in
defensive and vehicle handling. Drivers shall be trained in the special skills required to
provide transportation to elderly, and disabled individuals. 'Drivers shall assist passengers
confined to wheelchairs in boarding and shall perform the tiedowns. Drivers shall be
trained to operate all types of vehicles (including reserve vehicles) in service, wheelchair
lifts and securement systems, and other equipment that they may be expected to use
during service hours. Drivers shall be dressed and groomed neatly and appropriately.
Drivers shall wear identification tags clearly displaying their name while performing their
duties. Each driver and vehicle shall have an accurate timepiece available and in clear
sight at all times during vehicle operation. Drivers are required to have a thorough
knowledge of traffic regulations along the route and the schedule time points. Drivers
need to be sensitive to ridership comforts, such as the interior temperature on their
respective vehicle, cleanliness of vehicles, etc.
4.9 It is desirable that any person hired by the Contractor for this Agreement
be proficient in multiple languages including English, Spdnish and Creole. The
Contractor will establish and maintain an effective driver safety program, an occupational
health and safety program, a drug testing and awareness program and will maintain a
drug-free workplace. In addition to operating and supervising the service, the
Contractor's -personnel will be responsible for distribution of -passenger information
materials on the vehicles and in the field, as necessary.
4.10 The Contractor shall comply with all applicable laws, codes, ordinances,
rules, and regulations applicable to the services contemplated herein. The Contractor is
presumed to be familiar with all federal, state and local laws, ordinances, codes and
regulations that may in any way affect the services offered. Ignorance on the part of the
Contractor will in no way relieve it from responsibility.
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4.11 The Contractor shall comply with. all applicable requirements of the
Americans with Disabilities Act (ADA), as amended. To the extent that any terms of this
Agreement are inconsistent with the ADA, the requirements of the ADA shall control.
4.12 The Contractor shall develop, implement, and maintain a formal safety
program as defined in the RFP sections 3.2.23, Training and 3.2.29, Manuals and plans.
The Contractor shall provide an outline of said safety program, including periodic
updates to the City Risk Manager. The Contractor will require all drivers, dispatch
personnel, and supervisors to participate in the safety program.
4.13 The Contractor shall obtain all applicable licenses, permits, certificates
and approvals from appropriate public agencies necessary for the provision of the service.
4.14 The Contractor shall at all times maintain vehicles in good mechanical
condition and safe operating condition, and in conformity with all applicable local, state,
and federal safety laws, rules and regulations. The Contractor will be expected to adhere
to the standards indicated in the RFP, section 3.2.22, Transportation (Vehicle and
Chauffeur) Standards.
4.15 The Contractor shall provide road supervision as required to monitor
drivers, vehicles, quality of service, and respond to emergency calls.
4.16 The Contractor shall notify the City of any service irregularity which will
include, but not be limited to, accidents, incidents, complaints, service delays as indicated
in the RFP section 3.2.14, Program Feedback & Response. The Contractor shall
implement and maintain formal and expedient procedures to respond to all circulator
service accidents, disturbances, passenger injuries or fatalities, and any other service
interruptions or failures. These shall be reported to the City in a timely manner. All
traffic accidents involving service vehicles, irrespective of injury or damage, shall be
immediately reported to the Department of Risk Management. The City's Department of
Risk Management shall be immediately notified by telephone by the Contractor of any
accident or incident, especially those resulting in injury, in loss or damage to the City
and/or *private property. Written notification shall follow within 24 hours. This written
notification shall describe the sequence of events and include reports by driver, attendant,
witness, etc. Further, fatalities are to be reported as indicated in the RFP section 3.2.33,
Accidents and Incidents.
4,17 The Contractor shall establish and implement a written dispute resolution _
process for the rapid resolution of passenger complaints regarding the vehicle services. _
The Contractor shall document passenger complaints and describe any actions taken to
resolve such complaints and verbally report to the City's Office of Transportation the
complaints and actions taken as indicated in the RFP, Section 3.2.14, Program Feedback
and Response.
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4.18 ' The Contractor shall provide marketing, customer service and information
as indicated in the RFP, Section 3.2.24 Marketing/Customer Service and Information) to
the City's Office of Traixsportation.
V. COMPENSATION
5,0 The Contractor shall not require or accept any form of payment or fee
from. passengers. The City agrees to pay the Contractor the rate of $16.16 per ambulatory
trip and $22,65 per non-ambulatory trip for the first year up to a maximum of 14,000 trips
a year. The total amount of the annual payments by the City to the Contractor for
services under this Agreement shall not exceed the sum of $249,857.00 for the first year
of the Agreement. The total amount of annual City payments to the Contractor shall not
exceed the following annual payments during the specified extended years of the
Agreement $256,103.02 for the second year; $262,505.60 for the third year: $269,068.24
for the fourth year; and $275,794.95 for the fifth year of the Agreement. In the absence of
a prior enabling amendment to this Agreement the City shall have no liability to the
Contractor for any costs, fees, charges, payments, sums or any other manner of
compensation to the Contractor for payments under this Agreement. The total payments
made by the City to the Contractor pursuant to the agreement if all of the extensions are
exercised shall not exceed the total sum of $1,313,329. Should the City decide to extend
the contract for additional years, the prices shall adhere to this schedule:
5.1 Invoices are generally paid within 30 days of receipt for services rendered
and verified as accurate by the City. The Contractor shall submit "proper invoices" as
that term is defined. by Article I of the Agreement. If the City does not pay an accurate,
verified invoice within 30 days, the Contractor shall provide written notice and an
opportunity to cure within 15 days of receipt of such notice; providing, however that the
City shall have up to 45 days to pay from the date of the Contractor's proper invoice.
The Contractor must obtain prior written approval of the City prior to performing
services that are outside the Scope of Services in this Agreement.
5.2 The City may, at any time during the progress of work, increase or
decrease the quantities of work to be performed under the resultant contract and mare
alterations in the details of the work within the general scope of the Services. Such
increase, decrease or alteration shall not invalidate the resultant contract and the selected
Contractor shall accept the Work as altered, the same as if it had been a part of the
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.Ambulatory
Non -Ambulatory
Bstimated Annual Cost
Initial Year
$16.16
$22.65
$249,857
Extension 1
$16.56
$23.22
$256,103
Extension
$16.98
$23.80
$262,506
Extension 3
$17.40
$24.39
$269,068
Extension 4
$17.84
$25.00
$275,795
TOTAL:
$1,313,329
5.1 Invoices are generally paid within 30 days of receipt for services rendered
and verified as accurate by the City. The Contractor shall submit "proper invoices" as
that term is defined. by Article I of the Agreement. If the City does not pay an accurate,
verified invoice within 30 days, the Contractor shall provide written notice and an
opportunity to cure within 15 days of receipt of such notice; providing, however that the
City shall have up to 45 days to pay from the date of the Contractor's proper invoice.
The Contractor must obtain prior written approval of the City prior to performing
services that are outside the Scope of Services in this Agreement.
5.2 The City may, at any time during the progress of work, increase or
decrease the quantities of work to be performed under the resultant contract and mare
alterations in the details of the work within the general scope of the Services. Such
increase, decrease or alteration shall not invalidate the resultant contract and the selected
Contractor shall accept the Work as altered, the same as if it had been a part of the
9
original resultant contract, Such changes and alterations will be authorized in writing by
the City. Payment of increased and decreased quantities of Work will be made in
accordance with the established pricing.
VI. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
The Contractor shall comply with all applicable laws, ordinances,' codes, rules and
regulations of federal, state and local governments, including the City, relating to on -
demand transportation service.
VII. LABOR STANDARDS
The Contractor shall assume any and all liability and responsibility under this
Agreement.
VIII. NOTICES
All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by personal service, or by registered
mail addressed to the other party at the address indicated herein or as the same may be
changed from time to time. Such notice shall be deemed given on the day on which
personally served; or if by mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier.
CITY
Johnny Martinez, P.E. City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33.133
IX. OWNERSHIP OF DOCUMENTS
VENDOR
Robert Beers
Transportation America, Inc.
2766 NW 62nd Street
Miami, FL 33147
(305)264-7111
All documents developed in relation to the performance of the work done under
this Agreement by the Contractor shall be delivered to the City upon completion of the
services required and shall become the property of City, without restriction or limitation
of its use. The Contractor agrees that 611 documents maintained and generated hereto
shall be subject to the applicable provisions of the Public Records Law, Chapter 119,
Florida Statutes.
X. AWARD OF AGREEMENT
The Contractor warrants that it has not employed or retained any person employed
by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or
agreed to pay any person employed by the City any fee, commission, percentage,
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brokerage fee, or gift of any kind contingent upon or resulting from the award of this
Agreement.
XI. CONSTRUCTION OF AGREEMENT
This Agreement shall be construed and enforced according to the laws of the State
of Florida.
XII. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the parties herein, their heirs, executors,
legal representatives, successors and assigns.
XIII. INDEMNIFICATION
Contractor shall indemnify and hold harmless City, its officers, agents, directors,
and employees, from liabilities, damages, losses, judgments, and costs, including, but not
limited to reasonable attorney's fees, to the extent caused by 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, harmless for, and defend the City, its
officials and/or employees 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 officials and/or employees were negligent. These indemnifications shall survive the
-term of this Contract. In the event that any action or proceeding is brought against City
by reason of any such claim or demand, Contractor shall, upon written notice from City,
resist and defend such action or proceeding by counsel satisfactory to City. The
Contractor expressly understands and agrees that any insurance protection required by
this Contract or otherwise provided. by Contractor shall in no way limit the responsibility
to indemnify, keep and save harmless and defend the City or its officers, employees,
agents and instrumentalities as herein provided.
The indemnification provided above shall obligate Contractor to defend, at its
own expense, to and through appellate, supplemental or bankruptcy proceeding, or to
provide for such defense, at City's option, any and all claims of liability and all suits and
actions of every name and description which may be brought against City whether
performed by Contractor, or persons employed or utilized by Contractor.
This indemnity will survive the cancellation or expiration of the Contract. This
indemnity will be interpreted under the laws of the State of Florida, including without
limitation and interpretation, which conforms to the limitations of §725.06 and/or
§725.08, Fla. Statutes, as amended and as applicable.
Contractor shall require all Sub -Contractor agreements to include a provision that
they will indemnify the City.
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
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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 Agreement.
Ten dollars ($1 q) 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 acknowledged by the Contractor.
XIV. CONFLICT OF INTEREST
14.1 Contractor covenants that no person under its employ who presently
exercises any functions or responsibilities on behalf of the City in connection with this
Agreement has any personal financial interests, direct or indirect, with the Contractor.
Contractor further covenants that, in the performance of the Agreement, no person having
such conflicting interest shall be employed. Any such interest on the part of the
Contractor or its employees must be disclosed in writing to the City.
14.2 Contractor is aware of the conflict of interest laws of the City, Miami City
Code §2-611, Miami -Dade County, Florida, Miami -Dade County Code § 2-11.1; and the
State of Florida, Chapter 112, Parr III, Florida Statutes, as amended, and agrees that it
shall fully comply in all respects with the terms of said laws.
XT. INDEPENDENT CONTRACTOR
Contractor., its employees, agents or representatives, shall be deemed to be
independent contractors and not agents or employees of the City and shall not attain any
rights or benefits under the civil service or pension ordinances of the City, or any rights
generally afforded classified or unclassified employees. Contractor, its employees,
agents or representatives, shall not be entitled to Florida Workers' Compensation benefits
as an employee of the City.
XVI. INSURANCE
Within ten (10) days after receipt of Notice of Award, the successful Contractor shall
furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted
evidence of coverage shall demonstrate strict compliance to all requirements listed on the
Special Conditions entitled "Insurance Requirements." The City shall -be listed as an
"Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of
proper insurance documents,. If the insurance certificate is received_ within the specified
time frame but not in the manner prescribed in this Agreement the Contractor shall be
verbally notified of such deficiency and shall have an additional five (5) calendar days to
submit a corrected certificate to the City. If the Contractor fails to submit the required .
insurance documents in the manner prescribed in this Agreement within fifteen (15)
calendar days. after receipt Notice of Award, the Contractor shall be in default of the
contractual terms and conditions and shall not be awarded the contract. Under such
circumstances, the Bidder/Contractor may be prohibited from submitting future responses
to the City. The Contractor shall furnish to the City of Miami c/o Risk Management, 444
SW 2nd Avenue, 91 Floor, Miami Fl, 33130, Certificate(s) of Insurance which indicate
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that insurance coverage has been obtained which meet the requirements as outlined
below;
INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT -
ON DEMAND TRANSPORTATION SERVICES
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Personal and Adv. Injury $1,000,000
Products/Completed Operations $1,000,000
B. Endorsements Required
City of Miami included as an additional insured
Contingent and Contractual Liability
Premises ,and Operations .Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A: Limits of Liability
Bodily Injury and Property Damag
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non
Any One Accident
B. Endorsements Required
City of Miami included as an addit
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$500,000 for bodily injury caused by az
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$500,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Umbrella Liability (.Excess Follow Form)
Each Occurrence $1,000,000
General Aggregate Limit $1,000,000
City of Miami listed as an additional insured
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 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.
The. Bidder/Contractor shall be responsible for assuring that the insurance
certificates required in conjunction with this Section remain in effect for the duration of
the contractual period; including any and all option terms that may be granted to the'
Bidder/Contractor. The Contractor acknowledges that the City' may, at any time during
the progress of work, modify the above insurance requirements.
XVII. TERMINATION
The City Manager on behalf of the City of Miami reserves the right to terminate
this contract by written notice to, the contractor effective the date specified in the notice
should any one of the following apply:
17.1. The Contractor is determined by the City to be in breach of any of the
terms and conditions of the Agreement or of any other Agreement the Contractor has
with a Florida public agency;
17.2. The City Manager has determined that such termination will be in the best
interest of the City to terminate the Agreement, without cause, for its own convenience.
The Contractor will have no recourse or claim against the City due to a cancellation for
convenience, excepting only the payment of its compensation as expressly allowed by the
Agreement for services rendered prior to the effective date of termination, on a pro -rated
basis; .
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17. 3. Funds are not available or allocated to cover the cost of the goods and/or
services reduction of fiends and/or change in applicable laws, rules or regulations. The
City's obligation is contingent upon the availability and allocation of appropriate funds
and applicable regulations;
17.4. The Contractor is debarred by the City or by another Florida public
agency;
17.5. The Contractor is placed on the convicted vendors list per § 287.133, Fla.
Stat.;
17.6 Terminations under this Article will be effectuated by providing a
contractor a written notice pursuant to the procedure set forth in Article VIII, Notices, at
least thirty (30) days prior to the effective date of cancellation; providing, however that a
cancellation for convenience under § 17.2 will afford the Contractor a written notice at
least sixty (60) days prior to the effective date of said cancellation;
17.7 All cancellations will become effective automatically at the end of the
thirty (30) or sixty (60) day period as specified above, without the necessity of any
.further action by the City.
XVIII. NONDISCRIMINATION
The Contractor agrees as indicated in the RFI' (section 1.54, Nondiscrimination)
that it shall not discriminate as to race, color, creed, national origin, religion, age or
disability in connection with its performance hereunder.
XIX. DEFAULT
If the Contractor fails to comply with the terms and conditions of this Agreement,
or fails to perform hereunder, or files for bankruptcy or provides assignment or transfer to
creditors, then the City, at its sole option upon written notice, may cancel and terminate
this Agreement, and all payments, advances, or other compensation ,paid to' the
Contractor. Payments made to the Consultant while the Contractor is in default of the
provisions contained herein, shall be returned forthwith to the City.
XX. FORCE MAJEURE
Neither party shall be liable for failure or delay in performing obligations set forth
in this Agreement, and neither party shall be deemed in breach of its obligations, if such
failure to delay is due to national disasters, strike, lock -out, or other industrial or
transportation disturbances, law, regulation or ordinance, or any causes reasonably
beyond, the control of such party.
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XXI. APPLICABLE LAW AND VENUE
This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the state of Florida. Venue shall be in Miami -Dade County,
Florida. Each party shall bear its own attorney's fees (except if the City must bring a
claim to enforce the provisions of Article XIII, Indemnification against the Contractor.)
The parties knowingly, voluntarily and consensually waive the right to a jury trial or to
file permissive counterclaims in any dispute between them arising out of this Agreement.
XXII. AUDIT AND INSPECTIONS
The Contractor shall maintain all project records as requested by the City. All
project records prepared by the Contractor shall be owned by the City and shall be made
available to the City at no additional charge. The Contractor shall maintain all books,
records, documents, accounting ledgers, and similar materials relating to work performed
for the City under this Agreement on file for at least four years following the date of final
payment to the Contractor by the City. The above records retention requirement shall
include daily driver logs, medical examinations, as well as all other books, records, and
documents. Any duly authorized representative of the City shall have access to such
records for the purpose of inspection, audit, and copying at reasonable times during the
Contractor's usual and customary business hours. The Contractor shall report service
hours to the City within twenty-four hours of a written request, unless otherwise
specified.
The Contractor will develop periodic operational and financial reports for
distribution to the City.
At any time during normal business hours. and as often as the City may deem
necessary, there shall be made available to the City and/or representatives of the City to
audit, examine, and make audits of all contracts, invoices, materials, payrolls, records of
personnel, conditions of employment and other data relating to all matters related.to this
Agreement. It is further understood that all records and supporting documents pertaining
to this Agreement shall be maintained for a minimum period of four years. The retention
and access period starts from the date of the submission of the annual performance and
evaluation report in which the specific activity is reported for the final time. The
Contractor must request approval from the City before disposing of any records under
this Agreement;
If any litigation, claim, negotiation, audit or other action involving the records has
been started before the expiration of the four year period, the records must be retained
-until completion of the action. and resolution of all issues which arise from it or until the
end of the four year period, whichever is later. During the course of an audit, if the City
determines that any payment made to the Contractor does constitute an allowable
expenditure, then the City will have the right to deduct or reduce those amounts from the
related invoices. The Contractor must maintain records necessary to document
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compliance withh the provisions of the Agreement. The Contractor acknowledges that
additionally the City has the audit and inspection rights set forth in §18-100 to §18-102,
City Code, as amended.
XXIII ENTIRE AGREEMENT
This Agreement and its attachments and exhibits constitute the sole and only
Agreement of the parties and accurately set forth the rights, duties, and obligations of
each to the other. Any prior Agreements, promises, negotiations, or representations not
expressly set forth in this Agreement are of no force and effect.
XXIV. AMENDMENT
No amendments to this Agreement shall be binding on either party unless in
writing and signed by both parties.
XXV. MISCELLANEOUS
25.1 Captions, title and paragraph headings are for convenient reference and
are not a part of this Agreement. Such captions, title or paragraph headings shall not.be
deemed in any manner to modify, explain, enlarge or restrict any of the provisions
contained in this Agreement.
25.2 Subject to the provision of Article III, in the event of conflict between the
terms of this Agreement and any terms or conditions in any attached document; the terms
in this Agreement shall prevail.
25.3 No waiver or breach of any provision of this Agreement shall constitute a
waiver of any subsequent breach of the same or any other provision hereof, and no
waiver shall be effective unless made in writing.
25.4 Should any provisions, paragraph, sentence, work or phrase contained in
this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unenforceable under the laws of the State of Florida or the City of N2iami, such
provisions, paragraphs, sentences, words or phrases shall be deemed modified to the
extent necessary in order to conform with such laws, or if not modifiable to conform with
such laws, then same shall be deemed severable, and in either event, the remaining terms
and provisions of this Agreement shall remain unmodified and in full force and effect.
25.5 Further Assurances. All parties hereto upon the request of any other party
shall execute such further instruments or documents as may be reasonably required by the
requesting party to implement the terms, conditions and provisions of this Agreement.
25.6 Third party Beneficiary. Contractor and the City agree that it is not
intended that any provision of this Agreement establishes .a third party beneficiary giving
17
or allowing any claim or right of action whatsoever by any third party under this
Agreement.
25.7 Performance Evaluations. The City conducts performance evaluations
during and. after completion of agreements with the Contractor, which are used as a basis
for the awarding of future work as well advising the Contractor of its performance.
25.8 Discretion of the Director. Any matter not expressly provided for herein
dealing with the City or decisions of the City shall be within the exercise of the
reasonable professional discretion of the Director or the Director's authorized designee.
Contractor has been procured and is being engaged to provide Services to the City as an
independent contractor, and not as an agent or employee of the City. Accordingly,
Contractor shall not attain, nor be entitled to, any rights or benefits under the Civil
Service or Pension Ordinances of the City, nor any rights generally afforded classified or
unclassified employees. Contractor further understands that Florida Workers'
Compensation benefits available to employees of the City are not available to Contractor,
and agrees to provide workers' compensation insurance for any employee or agent of
Contractor rendering services to the City under this Agreement.
n
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by the respective officials thereunto duly authorized, this the day and year first above
written.
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
Attest:
a. a
t12- C"ml--
v P—
Priscilla A. Thompson, CMC Jo Mail ez, ' .E,
City ClerkCit anager
Date
(SEAL)rovedpp g
A roved s to ur /ce: A roved as to Legal Form:
Calvi,h Ellis Julie 0. Bra
RisiManagement Director City Attorn
Corporate
(SEAL)
(Corporate Secretary)
1 S 1
4
19
CONTRACTOR
Transportation A
1nneipai rjx wive unicer
CORPORATE RESOLUTION
WHEREAS,M �qnc. 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 of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS that the PX eS «C�e,
(type title of
"O'vp 06'v ?w GE z- , is hereby authorized
(type name of officer)
and instructed to enter into a agreement, in the name and on behalf of this corporation,
with the City of Miami upon the terms contained in the proposed agreement to which
this resolution Is attached and to execute the corresponding agreement.
DATED this /6 day of
t��cv dac.
� , 20 1-2-
�r
Corporate.
(Corporate Seal)
3/22/12
Crystal Report Viewer
City of Miami
Text File Report
City Nall
3500 Pan American Drive
M iami, FL 33133
www.miamigov.com
File ID: 11-00754 Type: Resolution Status: Passed
Enactment #: R-12-0047 Enactment Date: 2/9/12
Version: 2 Introduced: 8/12/11 Controlling Body: Office of the City
Clark
A RESOLUTION OF THE MTAMC CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH
TRANSPORTATION AMERICA, INC., IN SUBSTANTIALLY THE ATTACHED FORM, TO
OPERATE AN TRANSPORTATION SERVICE THROUGHOUT THE CITY OF
MIAMI ("CITY") FOR THE LOW INCOME ELDERLY AND/OR THE DISABLED, FOR THE
INITIAL ONE YEAR TERM, IN THE AMOUNT NOT TO EXCEED $249,857; ALLOCATING
FUNDS FROM THE CITY`S SHARE OF THE TRANSIT SURTAX.
WHEREAS, the Capital Improvements Program ("CIP") and the Office of Transportation procured through the
Purchasing Dep artment a Request for Proposals ("RFP ") No. 274276,1 on Tune 24, 2011 to procure a qualified and
experienced comp any to operate an On -Demand Transportation Service for the City of Miami ("City"); and
WHEREAS, on July 18, 2011, two (2) Proposals were received in response to the RFP: Action Community Center, Inc.
("Action") and Transportation America,. Inc. ("Transportation America"); and
WHEREAS, both firms were deemed responsive as p art of the due diligence effort provided by the Purchasing
Department; and
WHEREAS, the Evaluation Committee ("Committee") convened on Tuesday, August 9, 2011 to evaluate the responses
to the solicitation and establish the ranking of the funs based on its review of the Proposals; and
WHEREAS, the RFP required each Proposatto respond to the Submission Requirements which included Experience and
Key Personnel, Financial Capability, Equipment and Facility, Service Plan and Capability, Programs and Plans, and Fees for
Services; and
WHEREAS, based on the results of the Committee's evaluation, Transportation America was determined to be the
top-ranked fmn; and
WHEREAS, the attached Professional Service Agreement ("Agreement") defines the Scop a of Services and Initial Term
and Renewal Options; and
WHEREAS, the Agreement defines the criteria for eligible customers as Low -Income residents that meet one or both of
the following criteria; a) aged 65 years or older; b) have a disability, as defined in the Amerioan Disability Act; and
WHEREAS, the service operates on a twenty-four hour in advance, pre -arranged schedule, and
WHEREAS, the term of this service is anticipated to be for one (1) year of operation commencingon issuance of a
egov.oi,miami.fl.us/LegisterWeb/temp/rep465C,html 112
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Notice to Proceed and includes the option for up to four (4) one-year extensions, for a total term of five (5) years per the
Compensation Schedule set forth in Article V of theAgreement and
WHEREAS, this Agreement is for a total amount not to exceed $1,313,329, inclusive of all renewals under the entire term;
and
WHEREAS, City Commission authorization of this Agreement includes delegation of authority to the City Manager to
administratively approve said extensions provided the availability and appropriation of funds; and
WHEREAS, the Fee for Services for Transportation America for the first year of operation is in the amount of $249,857
and shall remain in force concurrent with Fiscal Year 2011-2012; and
WHEREAS, the service will be funded by the City's share of the Transit Surtax and not from the General Fund; and
WHEREAS, pursuant to Miami -Dade County Ordinance No. 02-116, as amended March 15, 2011, the project is eligible
for Transit Surtax funding and
WHEREAS, the City Manager requests authorization to execute an Agreement with Transportation America to operate
On -Demand Transportation Services for the City;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 1 The City Manager is authorized { 1} to execute an Agreement, in substantially the attached form, with
Transportation America, Inc, to op erste an On -Demand Transportation Service throughout the City for the low income
elderly and/or the disabled, for the initial one (1) year term, in the amount not to exceed $249,857, with funds allocated from
the City's share of the Transit Surtax, and shall remain in force for one year concurrent with Fiscal Year 2011-2012.
Section 3. This Resolution shall become effective iaunediately upon its adoption and signature of the Mayor. (2)
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