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HomeMy WebLinkAboutExhibit BCity of Miami, Florida Contract No. BW 01-2018 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Miami Express Transportation Company, Inc. This Professional Services Agreement ("Agreement") is entered into this _ day of , 2018 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130 ("City"), and, Miami Express Transportation Company, Inc., a Florida corporation, qualified to do business in the State of Florida whose principal address is 1101 Brickell Avenue, South Tower, 8t" Floor, Miami, FL 33131, hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, on July 26, 2018 the City Commission approved Resolution No. R-18-0310, for the addition of the Cross Bay Express Trolley Route; and WHEREAS, the City has a unique opportunity to utilize double decker buses each with a capacity to transport sixty-six (66) riders, for the Cross Bay Express Trolley Route; and WHEREAS, the City wishes to engage the Cross Bay Express Trolley Operation Services of Contractor, and Contractor wishes to perform such Services for the City; and WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: 1 City of Miami, Florida TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: Contract No. BW 01-2018 The recitals are true and correct and are hereby incorporated into and made a part of this Agreement as if fully set forth herein. The Scope of Services is hereby incorporated into and made a part of this Agreement and attached as Exhibit "A". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement and attached as Exhibit "B". The Contractor's Compensation is hereby incorporated into and made a part of this Agreement and attached as Exhibit "C". The Contractor's Performance Guarantees are hereby incorporated into and made a part of this Agreement and attached as Exhibit "D". The Contractor's Corporate Resolution and evidence of qualification to do business in Florida is hereby incorporated into and made a part of this Agreement and attached as Exhibit "E". As between the City and the Contractor the following priority of Agreements, in descending order of importance, will govern: first, this Agreement; and second, the Exhibits to this Agreement. In interpretation of this Agreement, the "City" means City Manager, or the City Manager's authorized designee, unless another reference is expressly used. "City Commission" means the local legislative body of the City. "City Manager" shall mean the Chief Administrator of the City, or the City Manager's authorized designee for this Agreement. "City Project Manager" means the Director of the Resiliency and Public Works Department, or their authorized designee. 2. TERM: The Agreement shall become effective on the date on the first page and shall be for the Initial term of one (1) year with an option to renew for two (2) additional one (1) year periods. The City, acting by and through its City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. As allowed by Section 18-85(h) of the City Code options to renew may be exercised by the City Manager. 2 City of Miami, Florida 3. SCOPE OF SERVICES: Contract No. BW 01-2018 A. Contractor agrees to provide the Services as specifically described, and under the Scope of Services set forth in Exhibit "A" attached hereto, which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, approvals, and expertise required for the performance of the Services, including but not limited to, full qualification to do business in Florida; (ii ) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, certificates of use, business tax receipts, occupational licenses, etc., nor in the performance of any contractual obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and possess the licenses, registrations, and certifications required by law to perform such tasks; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits, and certifications to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, inattentive, asleep, incompetent, insubordinate, or intoxicated on the job, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. Contractor, as its sole compensation for the Services provided, shall receive compensation as indicated in Exhibit "C". Exhibit "C" includes a Guaranteed Maximum Cost to the City 3 City of Miami, Florida Contract No. BW 01-2018 which is inclusive of all services, labor, supplies, equipment and materials. The Guaranteed Maximum Cost may not be exceeded absent a compelling cause proven by the Contractor and set forth in a previously approved Amendment executed by the parties. The City shall have no liability for payments over the Guaranteed Maximum Cost. B. Prices shall remain firm and fixed for the term of the Contract, including any renewal or extension periods. Contractor represents, warrants and guarantees to the City that Contractor shall completely, timely, and properly perform the Work and all of its obligations under the Agreement, in accordance therewith, for the Contract Price agreed upon by the parties. This Contract Price shall constitute the Guaranteed Maximum Cost to the City for performing the Work inclusive of labor, materials, equipment, supplies, and any allowable overhead and profit. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Contractor, its employees, or any sub -Contractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall always remain the property of the City. Contractor agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in their sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 0 City of Miami, Florida Contract No. BW 01-2018 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor 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 last day of this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor 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 following the last day of this Agreement and all other pending matters are closed. Contractor'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 the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor 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 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which are deemed as being incorporated by reference herein, and which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, 5 City of Miami, Florida Contract No. BW 01-2018 or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor 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. Contractor'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. Contractor 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 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 the Contractor 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 the Contractor or keep and maintain public records required by the City to perform the service, if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make A City of Miami, Florida Contract No. BW 01-2018 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 Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(u-)-MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. E -VERIFY: Contractor shall utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any Sub -contractor performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the Sub -contractor during the Contract term. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS; PERMITS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. Contractor agrees to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes, and ordinances (collectively "regulations"), as they may be amended from time to time including, without limitation all regulations that govern the services provided by the Contractor. These include without limitation Americans With Disabilities Act ("ADA"), Federal, State and Local Public 7 City of Miami, Florida Contract No. BW 01-2018 Transportation Regulations, including Florida Administrative Code 14-90. Contractor is solely responsible for securing all authorizations, permits and approvals necessary for its operations. Contractor further agrees to include in all of Contractor's agreements with Sub -contractors for any Services related to this Agreement this provision requiring Sub -contractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes, and ordinances, as they may be amended from time to time. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 11. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees( collectively "Indemnitees"), from all liabilities, damages, losses, judgements, 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, indemnify, save and hold harmless for, and defend (at its own cost), 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, or from any alleged failure to comply with applicable federal, state and local laws, rules, regulations, codes, and ordinances (collectively "regulations"), as they may be amended from time to time , even if it is alleged that the City, its officials, 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, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. A City of Miami, Florida Contract No. BW 01-2018 The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, administrative, regulatory, appellate, supplemental and bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida Contractor 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. Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub -Contractor under this Contract. Ten dollars ($10) 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 the Contractor. 12. DEFAULT: If Contractor fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, which will specify the time period to cure of thirty (30) days (unless it is an emergency or public health and safety condition in which case the City Manager may specify less days), then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation(s) accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all e✓ City of Miami, Florida Contract No. BW 01-2018 expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Contractor, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. If the City fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from Contractor, the City shall be in default, which shall be treated as a termination pursuant to Section 13. 13. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Contractor shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation one hundred twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of 10 City of Miami, Florida Contract No. BW 01-2018 this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City. 14. TERMINATION FOR CONVENIENCE; FOR DEFAULT; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least sixty (60) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within sixty (60) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional period of time beyond the date of termination, or for compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 15. INSURANCE: A. Contractor shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this 11 City of Miami, Florida Contract No. BW 01-2018 Agreement are attached hereto as Exhibit "B". The City Contract number must appear on each certificate of insurance. Contractor shall add the City of Miami as certificate holder and as additional insured to its commercial general liability, auto liability, and umbrella liability policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Director, or designee. All such insurance, including renewals, and any extensions thereof, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director, or designee on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -Contractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -Contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director, or designee throughout the duration of this Agreement. 12 City of Miami, Florida Contract No. BW 01-2018 D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension thereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Director, or designee as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Director; or designee. (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 16. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Contractor further covenants that no otherwise qualified individual shall, solely due to his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: The Contractor's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign or otherwise subcontract any part of its operations performing these services 13 City of Miami, Florida Contract No. BW 01-2018 under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. Sub -contractors performing work on this Agreement will be pre -approved in writing by the City, prior to the commencement of the work. Any changes to the pre -approved Sub -contractors, shall require the City's written approval. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONTRACTOR: TO THE CITY OF MIAMI: Miami Express Transportation Company, Inc. Emilio T. Gonzalez, PhD. Rolando D. Calderon City Manager, Chief Executive Officer 1101 Brickell Ave. 444 SW 2nd Avenue, 10th Floor South Tower, 8th Floor Miami, FL 33130-1910 Miami, FL 33131 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Alan Dodd, P.E. Director Department of Resilience and Public Works 444 SW 2nd Avenue, 8th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 14 City of Miami, Florida Contract No. BW 01-2018 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. B. 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. C. Should any provision, paragraph, sentence, word 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 Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the 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 or limitation of its use. D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. E. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. F. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes (2017), as amended. 15 City of Miami, Florida Contract No. BW 01-2018 Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs or pre -judgment interest. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 21. INDEPENDENT CONTRACTORS: Contractor is being engaged to provide Services to the City as an independent Contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any sub - Contractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any Sub -contractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require sub-Contractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or sub Contractors' use or entry upon City properties shall not in any way change its or their status as an independent Contractor. 22. LIQUIDATED DAMAGES: Contractor agrees to pay an assessment of liquidated damages pursuant to Exhibit "D" Performance Guarantees. The City shall have the right to deduct said liquidated damages from any amount due or that may become due to the Contractor, under this Contract, or to invoice the Contractor for such damages if the costs incurred exceed the amount due to the Contractor. 16 City of Miami, Florida Contract No. BW 01-2018 23. 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 program direction, applicable laws or regulations, upon thirty (30) days written notice. 24. 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 not within the control of the Contractor. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a Force Majeure Event as herein defined, 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 Force Majeure Event actually delay such party. The party seeking delay in performance shall give notice to the other party in writing, within two (2) days of the Force Majeure Event, specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 25. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any sub -Contractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any 17 City of Miami, Florida Contract No. BW 01-2018 cause over which the City has no control. The sole remedy which may be granted to the Contractor, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Contractor is an extension of time. No other recourse or remedy will be available to the Contractor against the City. 26. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 27. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no sub -Contractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its sub - Contractors will abide by this prohibition of the City Code. 28. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 18 City of Miami, Florida 29. SURVIVAL: Contract No. BW 01-2018 All obligations (including but not limited to indemnity and obligations to defend, save 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. 30. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 31. COUNTERPARTS: This Agreement may be executed in three or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute the same agreement. 32. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 19 City of Miami, Florida Contract No. BW 01-2018 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: 0 Todd B. Hannon, City Clerk ATTEST: Print Name: Title: (Corporate Seal) APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney "City" CITY OF MIAMI, a municipal corporation Emilio T. Gonzalez, Ph.D., City Manager "Contractor" Miami Express Transportation Company, Inc., a for-profit corporation By: Print Name: Rolando D. Calderon Title: CEO/ President (Authorized Corporate Officer) APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director 20 City of Miami, Florida Contract No. BW 01-2018 CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, ., a corporation, 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 WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City, and the President and the Secretary are hereby authorized and directed to execute the Agreement in the name of this Corporation 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 12018. U in ("Contractor") (State) Corporation (sign) Print Name: , TITLE: (sign) Print Name: 21 City of Miami, Florida EXHIBIT A BW 01-2018 Contract No. BW 01-2018 SCOPE OF SERVICES Background On July 26, 2018, the City Commission approved Resolution No. R-18-0310, authorizing the City Manager to take any and all steps necessary, to add the Cross Bay Express Trolley Route ("Route") to the City's trolley system, including negotiating and executing an Amendment to the current Interlocal Agreement, between Miami -Dade County and the City. The Route will have service from Bayside Marketplace along Biscayne Boulevard, eastbound on the Macarthur Causeway, 51" Street to Washington Avenue back to 51" Street, and westbound on Macarthur Causeway with limited stops. II. City's Project Manager For the purposes of the ongoing operation of the Route, the City's Project Manager will be the Resilience and Public Works Director, or authorized designee. Contractor input will be solicited for adjustments in running times and must report any ongoing schedule adherence issues. The Contractor shall be responsible for periodic reporting as established herein. III. Requirements and Services to be Provided A. Equipment and Fuel: The Contractor shall: 1. Provide a minimum of two (2) operational buses ("Buses"), including, but not limited to, double decker buses that can each sit sixty-six (66) passengers, and are presently equipped to meet the Americans with Disabilities Act ("ADA") requirements. A minimum of one (1) spare bus ("Spare") will be available in the event that an operational Bus is out of service. The Contractor will not bill or charge the City for the Spare unless it is in use on the Route. The Buses must be pre -approved and inspected by the City prior to commencement of the Route. Additionally, any changes in Buses must also be pre -approved and inspected by the City; 2. Provide Buses that are in good mechanical condition, and safe operating conditions, in conformity with all applicable local, state, and federal safety regulations, including adherence to Florida Administrative Code 14-90 and federal safety requirements; 3. Be responsible for the maintenance, repairs of the Buses. Contractor is responsible for all repairs, including but not limited to, damages caused by accidents. The Contractor shall at all times maintain Buses in good mechanical condition and safe operating condition, and in conformity with all applicable local, state, and federal safety laws, rules and regulations. Standards of performance for cleanliness, mechanical reliability, and interior and exterior cosmetic appearance will be developed by the City prior to the implementation of the Route. The Contractor will clean and fumigate the Buses. The Contractor shall clean the interior of the Buses on a daily basis and the exterior once a week. The Buses shall not be out of service for more than twenty-four (24) hours as this would leave less than two (2) Buses operating the Route, unless the Contractor has an extenuating circumstance, at which point, the Contractor shall report it in writing to the City, and the City approves such circumstance. Under such circumstance, the Contractor shall use the Spare. Contractor shall always have a 22 City of Miami, Florida Contract No. BW 01-2018 minimum of two (2) Buses operating on the Route. The Contractor will be expected to adhere to these standards; 4. Provide the artwork to the City for written approval that will be utilized to wrap the Buses. Such artwork shall have prominent placement of the City's logo to clearly delineate that the Buses are for services provided as part of the City's trolley program. Upon the City's written approval of the artwork, the Contractor shall wrap the buses with the approved artwork. Contractor shall provide the artwork and the wrapping of the Buses at no cost to the City. In the event the Spare is to be utilized for more than forty-eight (48) hours, the Contractor will have twenty- four (24) hours to wrap the Spare with the City's approved artwork; otherwise, the Spare will be wrapped in green to match the City's Trolley fleet green; 5. Design and produce the signs for the Route stops. The signs shall be approved in writing by the City prior to going to production. The City will be responsible for the installation of the signs, including permitting. 6. Use the City's diesel fuel necessary for the operation of the Route. The Contractor will obtain diesel fuel from the City fuel facility located at the following address, 1390 N.W. 20 Street, Miami, FL. The Contractor shall not use fuel provided by the City for any purpose other than the provision of the Route Services; and 7. Provide radio communication in each vehicle and a base station at the dispatch location, and a Global Positioning System ("GPS") tracking in all Buses at no additional cost to the City. Such GPS services shall be integrated to the City's existing software system at no cost to the City. The City prefers for Contractor to purchase and utilize the same GPS hardware and software that it is currently utilized by the City for its existing Trolley fleet. B. Bus Drivers and Other Personnel: The Contractor shall: 1. Employ drivers for the purpose of providing the Route services, that shall be licensed commercial drivers with a passenger endorsement, in compliance with City of Miami, Miami - Dade County, Florida, and the State of Florida. All drivers shall be employees of the Contractor, with the exception of those which are employees of City pre -approved Sub- contractors. The Contractor shall ensure that all drivers are familiar with all policies and procedures, regardless of distribution of written materials to same. The City may send a representative to any of the Contractor's driver training classes to present the City's vision of what is expected of the transit system at no cost to the City. Drivers shall be fully trained in defensive and vehicle handling at no cost to the City; 2. Have drivers trained in the special skills required to provide transportation to elderly and disabled passengers. Drivers shall assist passengers needing assistance in boarding, alighting, and movement within the vehicles to ensure safe transportation; 3. Have regularly assigned drivers or trained back-up drivers to be available and on time daily to ensure consistent and reliable service. Passengers must never be kept waiting, except where schedules are maintained; 4. Have drivers that are dressed and groomed appropriately, and they shall be in a uniform acceptable to the City. Drivers shall wear identification tags clearly displaying their first name only while performing their duties. Each driver and Bus shall have an accurate timepiece (not a cellphone) 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.; 5. Strive to have any person hired by the Contractor for this Agreement to be bilingual in English and Spanish. All of Contractor's personnel shall speak English. The Contractor will establish and maintain an effective driver safety program, an occupational health and safety program, 23 City of Miami, Florida Contract No. BW 01-2018 a drug testing and awareness program and will maintain a drug-free workplace that meets Federal Transit Agency ("FTA") guidelines. In addition to operating and supervising the service, the Contractor's personnel will be responsible for distribution of passenger information materials and periodic surveys on the Buses and in the field, as deemed necessary by the City; and 6. Provide knowledgeable, effective supervisory staff to support the Route Service. The Contractor will recruit, hire, train and employ supervisory personnel, including an operations manager for the purpose of overseeing the operation of service, and to ensure safe, reliable Route Service. All project personnel employed by the Contractor shall maintain a professional, courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Discourtesy, rudeness or the use of profanity will not be tolerated and shall be grounds for immediate removal of the offending employee from performing work within the program. Drivers and dispatchers shall accurately complete and submit the required operating reports daily. All personnel shall be required to attend quality/safety workshops as required by the City up to a maximum of eight (8) hours per year per employee. The Contractor shall provide manuals related to personnel policies and procedures and maintain an employee acknowledgment file with employee signature indicating they have read and fully understand its contents. C. Route Services: The Contractor shall: 1. Agree to initiate the Route service immediately upon receipt of the City's Notice to Proceed. 2. Provide signage for use at each of the pickup and drop-off points for installation by the City. Signage will include, at a minimum, fare, schedule of service, and a map of route with all pickup/drop-off points. The design and specifications of the signage will be approved in writing by the City; 3. Provide Route services seven (7) days per week, 365 days per year. The Buses will run from 12:00 p.m. to 12:00 a.m. on a daily basis in thirty (30) minute intervals. The Route and schedule will be determined by the City. The City reserves the right to amend the schedule, stop locations, make any alterations to the Route, and add a route(s) that is in the City's best interest. In the event the City decides to add a route(s), the Contractor shall have thirty (30) days from the City's written notification, to provide the Bus(es), any equipment, signage, and personnel necessary to fully operate the additional route(s); 4. Agree to assist the City and the City Project Manager in ensuring that the City comply with all applicable provisions of the of the Interlocal Agreement, and any Amendments as necessary, between Miami -Dade Transit Agency and the City of Miami; 5. Notify the City Project Manager of any service irregularity which will include, but not be limited to, accidents, incidents, complaints, service delays and schedule adherence issues, and GPS operation. Notification shall not be more than one hour after an incident involving personal injury and/or property damage and shall occur by the end of the service day for other incidents. Verbal notification must be followed by written documentation from the Contractor to the City; 6. Implement and maintain formal and expedient procedures to respond to all Route service accidents, disturbances, passenger injuries or fatalities, and any other service interruptions or failures. All traffic accidents involving the Buses, irrespective of injury or damage, shall be immediately reported to the City of Miami Police Department ("MPD"). The Contractor shall advise MPD of the accident and request a police unit to investigate the accident and the City of Miami Police Department ID Unit to photograph the scene. If the accident occurs within the City limits of Miami Beach the Contractor shall additionally report the accident to the City of Miami Beach Police Department. The City's Project Manager shall be immediately notified by telephone by the Contractor of any accident or incident, especially those resulting in injury, in 241 City of Miami, Florida Contract No. BW 01-2018 loss or damage to the City and/or private property. Written notification shall follow within twenty-four (24) hours. This written notification shall describe the sequence of events and include reports by driver, attendant, witness, etc. Further, fatalities are to be report verbally to FDOT within twenty-four (24) hours of the incident, followed with a written report within the next twenty-four (24) hours; and 7. During recognized special events, the City and the Contractor will coordinate alternative routes. D. Fare Collection: The Contractor shall: 1. Charge a fare for the Route Services in an amount of $5.00 per passenger, per segment of the route (either from Miami to Miami Beach or from Miami Beach to Miami). Passengers who do not exit the Bus at the last stop of the Route, will be required to pay an additional $5.00 to continue on the next segment. The City, at its sole discretion, may increase or decrease the fare. The City will notify the Contractor in writing of such increase or decrease. Any changes to the fare, will become effective ten (10) days upon the written notification to the Contractor; 2. Be responsible for collecting the fare and adhering to a fare collection system prescribed and approved in writing by the City. The Contractor shall bear all costs as it relates to fare collection equipment, and fare collection training; 3. Accept all County fare media; including but not limited to, Golden Passport, EASY Card, etc. Contractor shall be responsible for the passenger count, for passengers utilizing this form of payment; 4. Provide a means to accept both credit card and cash payments. Credit card fares are to be directly paid to the City through a merchant account under the City's name identified by the Contractor and approved by the City. Cash payments are to be paid to the City through daily deposits into the City's account; and 5. Be responsible for the safe delivery of cash fare collections directly into a separate City account identified by the City's Chief Financial Officer or Director of Finance. Security of the cash fare collections is the responsibility of the Contractor until they are delivered to the City's account. 6. The Contractor shall submit to the City in writing by September 5, 2018, a Fare Collection Plan that is mutually agreed upon by both parties with detailed specifics as to the equipment to be used (hardware and software), methodology, process for the handling and delivery of cash to the City, uniform procedures for the provisions set forth above in Section III, Subsection D (2-5). E. Records and Reporting Requirements: The Contractor shall: 1. Provide the City access to the Contractor's current software, DataTrax, used by the Contractor for processing, reconciling, and reporting fare transactions. Any changes of software shall be reported to the City in writing immediately. 2. Maintain all records as requested by the City. All records prepared by the Contractor shall be owned by the City and shall be made available to the City upon request at no additional charge; 25 City of Miami, Florida Contract No. BW 01-2018 3. Provide Weekly Passenger Count Summary Reports and Monthly Summary Reports to the City Project Manager. Said monthly reports shall be received no later than the 15th calendar day of the following month. Weekly reports shall be provided Sunday to Saturday by the following Tuesday; 4. Develop the format to be used for operating reports and monthly summaries and submit to the City Project Manager for approval; 5. Notify the City Project Manager via phone of any change of Bus, driver, interruption of service due to inclement weather, out -of -service vehicles, emergencies, and accidents; 6. Prepare and submit to the City Project Manager a Monthly Summary Report within fifteen (15) calendar days thereafter the end of each operating month. Monthly Summary Reports shall include, but not be limited to: a. Vehicle Total Service Hours and Miles: monthly report figures shall coincide with daily trip sheet totals for the month; b. Total Ridership: monthly totals of the number of passengers carried Service Break Summary: vehicle out -of -service, operational problems, breakdowns, missed trips, and delays over five (5) minutes; c. Complaints and Compliments: passenger complaints and compliments collected by the City and description of any action taken by Contractor's personnel to address customer complaints. Passenger complaints related to safety or serious operational deficiencies shall be reported to the Contractor by the City no later than the next workday following the City's receipt of complaint; d. Vehicle Condition Summary: mileage (month, year to date, total), fuel and oil consumption, accidents, preventive maintenance and inspection program (actual vs. program); e. Equipment Status Summary: use and condition of all other equipment; and f. General Summary: all other issues, evaluations, suggestions for improvements. Reports for the Route shall be detailed by day and tabulated for each month and year-to-date and the Monthly Summary Report shall also include a summary of the service for the Route, summary statistics for current month, year-to-date, same month last year (when applicable) and percent change from last month and same month last year, for total system. Spreadsheets and graphs of trends in ridership, passengers per vehicle hour, and service quality measures shall be developed and included in the Monthly Summary Reports. The report shall also include problems with service/personnel/accidents and actions taken to address the problems. 7. Provide, in addition to a thorough compilation of the Monthly Summary Reports, the Yearly Summary Report for the Route shall include, but not be limited to, total number of service hours rendered and miles (by vehicle); total ridership, total number of out -of -service hours (by vehicle) and total costs itemized by month for the service; 8. Make available to the City Accident Reports. Such written reports will be free of charge, for each occurrence; and 9. Submit, with the Monthly Summary Report, an itemized monthly invoice to the City for the services rendered during the reporting period. Both the monthly invoice and the summary report shall be received by the 15th day of the subsequent month. a) The itemized invoice shall follow a format approved by the City. The invoice will include a monthly charge for the Route (assuming 100% performance). Any City -imposed liquidated damages and adjustments shall be deducted from this amount. The time any scheduled in-service Buses were out of service shall also be deducted from this amount. Payment shall be made within forty-five (45) days of receipt of a proper 26 City of Miami, Florida Contract No. BW 01-2018 invoice and pursuant to Section 218.74, Florida Statutes. Invoices and supporting documents are to be submitted to the City Project Manager on a monthly basis. Upon verification of the accuracy and completeness of the invoice by the City Project Manager, the invoice shall be forwarded for payment approval to the City. All invoices and related records will be available for inspection and/or independent audit at the discretion of the City. b) Debits and credits: The itemized invoice shall be supported by documents as may be required by the City to establish that the amounts are accurate and eligible for payment. Debits and credits shall be itemized such that the total amount due is clearly substantiated. Debits would include additional costs for actual working days (total per vehicle by hours), costs for pre -approved additional trips beyond normal schedules (Contractor must obtain prior written concurrence from City and must specify purpose, dates, trip length, duration, and hours of operation), costs for extra or lesser operating hours caused by daylight savings time adjustments (Contractor must obtain prior written concurrence from the City for extended service and Contractor must specify dates, duration, and extended hours of operation). Credits should be shown for out -of - service hours per vehicle; and c) All invoices and related records will be available for inspection and/or independent audit at the discretion of the City. 10. Provide any additional reporting as required by the City. F. Dispute Resolution and Performance Guarantees: The Contractor shall: 1. Implement a written dispute resolution process for the rapid resolution of passenger complaints regarding the bus services. The Contractor shall document passenger complaints and describe any actions taken to resolve such complaints and verbally report to the City Project Manager the complaints and actions taken within the same business day of any complaint and in writing within 24 hours. Such dispute resolution process shall be submitted to the City Project Manager for written approval; and 2. Abide by the service performance measures and performance thresholds to include liquidated damages, as determined by the City, provided herein as Exhibit "D" Performance Guarantees. Performance Guarantees and liquidated damages included in Exhibit "D" shall be in addition to any existing performance standards incorporated within the Agreement. Contractor shall pay to the City the sums specifically set forth in Exhibit "D". The City will have the right to deduct from, and retain out of the monies which may be due (or which may become due and payable), to the Contractor, the amount of such liquidated damages, and the Contractor shall pay in full such liquidated damages. The Contractor shall collect and maintain service related data. If the Contractor is unable to meet the service performance measures, the City shall provide a thirty (30) day cure notice followed by a thirty (30) day period to cure. The City retains the right to renegotiate or terminate the Agreement if the Contractor fails to satisfactorily address a notice to cure. IV. Additional Services If services are required which are related to, but not included in the services listed herein, the City may request the Contractor to provide as additional services. Such additional services will be negotiated and delineated in an Amendment to this Agreement, mutually agreed upon by both parties. 27 City of Miami, Florida Contract No. BW 01-2018 EXHIBIT B BW 01-2018 INSURANCE REQUIREMENTS MIAMI EXPRESS TRANSPORTATION COMPANY, INC. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual liability Premises & Operations Liability Primary Insurance Clause Endorsement Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit 28 City of Miami, Florida IV. Umbrella Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence Policy Aggregate B. Endorsements Required Contract No. BW 01-2018 $2,000,000 $2,000,000 City of Miami listed as an additional insured. Coverage is excess over general liability, auto liability, and Employer's liability. V. Crime Coverage $100,000 Theft, Forgery, and Alteration City of Miami listed as loss payee The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or 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 W 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. 29 City of Miami, Florida EXHIBIT C BW 01-2018 COMPENSATION Contract No. BW 01-2018 A. This Agreement, inclusive of its Exhibits, is subject to the approval of the Miami City Commission by a retroactive 4/51h approval. This Agreement is subject to retroactive 4/51h approval by the Miami City Commission at the September 13, 2018 City Commission Meeting. This Agreement will then be automatically voided at the meeting date if the City Commission does not approve it, without the necessity of further action by the parties. Contractor expressly acknowledges and agrees to this Section A. B. On December 15, 2011 the City and Miami -Dade County executed an Interlocal Agreement with the County for the provision of municipal trolley/ circulator areas within the City. The Interlocal Agreement, as amended, is to provide residents, visitors, guests, and commuters with a mode of public transportation that enhances connections to local points of interest, and existing regional transit routes operated by the County. This Agreement is subject to the approval of Miami -Dade County, Florida by way of an amendment to the City's current Interlocal Agreement with Miami -Dade County, to add a Beach Connector Route to the City's Trolley system ,a/k/a Cross Bay Express Trolley Route, traveling from the Bayside Marketplace north on Biscayne Boulevard, eastbound on the Macarthur Causeway, 51h Street to Washington Avenue back to 51h Street, and westbound on Macarthur Causeway with limited stops, , or , if needed, a new Interlocal Agreement as applicable. If Miami -Dade County fails to approve this route or this Agreement on or before September 30, 2019 then be automatically voided at the meeting date if the City Commission does not approve it, without the necessity of further action by the parties. Contractor expressly acknowledges and agrees to this Section B C. The Contractor agrees to provide the Route Service at $115.00 per hour, per Bus, for the Route Services provided herein. This rate shall be fixed and firm for the duration of the Term, including any renewals. D. The Spare(s) will be at no cost to the City when not in operation. The City shall pay the $115 per hour, per Bus rate for the Spare, only when the Spare(s) is in operation on the Route. E. In the event, that the fare collected for the month, does not cover the service charges for the month, the City will pay the Contractor the difference. All service charges must be substantiated to the reasonable satisfaction of the City Manager or the Manager's designee. F. Invoicing shall be pursuant to Exhibit A, Section III, subsection E (9), entitled Records and Reporting Requirements. Acknowledged and approved by Contractor I►•U_ILVA1OWN Z!VWUNI:Ll►6y1•]:4r_VA11[•L[K•]►vl0101rd1►[07 By Rolando D. Calderon CEO 911 City of Miami, Florida Contract No. BW 01-2018 EXHIBIT D BW 01-2018 PERFORMANCE GUARANTEES CATEGORY STANDARD MEASUREMENT AMOUNT AT RISK (Liquidated Damages) On -Time 78% In service Buses arriving no $1,000 monthly, for the Performance more than one (1) minute Route, when it has (OTP) early and within five (5) operated below targeted minutes of the stated OTP. headway, or schedule time at stop. Complaints No more than 15 $1,000 per 60K Route in- substantial complaints service boardings, with reported per 60K Route more than fifteen (15) in-service boardin s. complaints. Accident Rate No greater than two (2) Chargeable, as defined by $1,000 per 60K Route in - chargeable accidents National Safety Council, service miles, with more per 60K Route in- Smith System, or any than two (2) chargeable service miles. approved internal standard for accidents. rating accidents. Vehicle 100% In service Buses shall be free $1,000 per incident. Interior/Exterior of significant body damage Appearance and devoid of graffiti. Vehicle ADA 100% In service Buses must have a $1,000 per incident. Equipment working lift or ramp, and automatic announcers. If mechanical failure occurs with the lift or ramp, Bus must be replaced immediately. If automatic announcement fails, the driver must make announcements verbally. Missed Trips Zero (0) scheduled trips A missed trip is a trip not $1,000 per missed trip. missed due to vehicle completed within the time or driver unavailability, equal to the headway on the mechanical difficulties, route. traffic accident or incident. Air 100% In service Buses shall at all $1,000 per day for each in Conditioning times have a working A/C service Bus that does not (A/C) system. have a working A/C system. 31 City of Miami, Florida Contract No. BW 01-2018 EXHIBIT E BW 01-2018 CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 32