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HomeMy WebLinkAboutReso 2018-2822 RESOLUTION NO. 2018 - 7-ci17/7 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A FIRST AMENDMENT TO THE AGREEMENT WITH ACADEMY BUS,LLC FOR MOTOR COACH TRANSPORTATION SERVICES, IN AN AMOUNT NOT TO EXCEED SIXTY THOUSAND DOLLARS ($60,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION;PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in March 2016,the City issued and advertised Invitation to Bid No. 16-03-01, for Transportation Services—Motor Coach Rental, for which five(5)responses were received,and it was determined that Academy Bus, LLC was the lowest responsible, responsive bidder; and WHEREAS, on April 21St, 2016 via Resolution No. 2016-2544 the City Commission awarded Bid No. 16-03-01 and approved an agreement with Academy Bus, LLC in an amount not to exceed $120,000.00 for a two (2) year period; and WHEREAS, the City, being satisfied with the services provided by Academy Bus, LLC, chooses to exercise its first of three (3) options to renew the agreement; and WHEREAS,the City Commission wishes to approve the First Amendment to the Agreement with Academy Bus, LLC to provide Motor Coach Transportation Services, in an amount not to exceed Sixty Thousand Dollars ($60,000.00), attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of First Amendment. The City Commission hereby approves a First Amendment to the Agreement with Academy Bus, LLC for Motor Coach Transportation Services for in an amount not to exceed Sixty Thousand Dollars ($60,000.00), attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. R20I8 First Amend to Agmt w Academy Bus Page I of 2 PASSED AND ADOPTED this 17th day of May 2018. George H. S holl, Mayor ATT 9 T: Maurici• Be anc , CMC, City Clerk APPROVE 5 AS TO FORM AND LE r .SUFFICIENCY: rITAP- `Cr Otti it, City Attorney Moved by: )k C. ( o - 6(x)›m0 Seconded by: Copti..(Sgtor1tt- l'tTa Vote: Mayor Scholl J (Yes) (No) Vice Mayor Goldman ✓ (Yes) (No) Commissioner Aelion ✓ (Yes) (No) Commissioner Gatto (Yes) (No) Commissioner Svechin V (Yes) (No) R2018 First Amend to Agmt w Academy Bus Page 2 of 2 (-%,,',', -"Ii FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND ACADEMY BUS,LLC. } CONTRACT NO. 068-6189 �` 0 o,°"a1 r ���,v This First Amendment to the Agreement between the CITY OF SUNNY IS ES BEACH ("City")and ACADEMY BUS,LLC.,("Contractor")executed this e?? day of / , 2018, is made a part of the original Agreement dated June 13, 2016, Contract No. 189-1516-069 ("the Agreement"), between the City and Contractor, whose Federal Identification # is 26-2277038. The City and Contractor hereby agree as follows: 1. OPTION TO RENEW. The City hereby elects to exercise its first option to renew for one (1) year as set forth in Section 3 of the original Agreement, a copy of which is attached hereto and incorporated herein as Attachment "A". The term of this First Amendment shall include the current unexpired term of the original Agreement and shall terminate no later than one(1)year thereafter on June 13, 2019. The City has a right to exercise two (2) additional one (1) year renewals as per the original Agreement. This First Amendment shall become effective upon being signed by both Parties. 2. ADDITIONAL COMPENSATION. The payment to Contractor, is hereby amended to include additional compensation not to exceed Sixty Thousand Dollars($60,000.00) for the unexpired term of Fiscal Year 2017/2018 and Fiscal Year 2018/2019, bringing the total contract amount not to exceed One Hundred Eighty Thousand Dollars($180,000.00). 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein,all terms and conditions of the original Agreement between the parties dated June 13, 2016, shall remain in full force and effect. 4. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this First Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent terms, statements, requirements or provisions contained in any other document or attachment, including but not limited to Attachment"A". IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date mentioned above. W NESS: , ACADEMY B'�J:,LLC Sig . ure 411111111. B . _OW kU/ i6) Q/ also; 'a" l onio Rai/Os, Vim- ' 'sent of Sales Print Nam i 4 - ATTES ir�� CITY F 'UNNY ISLES BEACH "�'' Ir BY: _WI BY: Mal rici s Be :ncur Geor:.- H. Scholl, Mayor CMC City Clerk APPROVED AS T I ,• 'i AND LEGAL : 1 FIC.' N FAY/ BY: ____ r� Department Head ins Otti r City ttorney SVNNY/S `'t AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND ACADEMY BUS, LLC. "' - Ci CONTRACT NO. C6189-1516-069 THIS CONTRACTUAL AG ' EMENT (hereinafter referred to as the "Agreement") is made in duplicate, this 2( day of I '�Q�.L , 2016; by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and, ACADEMY BUS, LLC., a corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is RECITALS WHEREAS, the City is in need of a contractor to provide Motor Coach Transportation Services on an as-needed basis for various City activities ("Services"), as more particularly described in Attachment "A", which is attached hereto; and WHEREAS, the Contractor is qualified, willing and able to provide the Services based on the terms and conditions of Invitation to Bid No. 16-03-01.("ITB"), which is entirely incorporated herein by reference; and WHEREAS, the City desires to enter into this Agreement with Contractor to provide the Services during the initial two (2) year term in a total contract amount not to exceed One Hundred Twenty Thousand Dollars ($120,000.00). NOW THEREFORE, in consideration of the foregoing and for the mutual covenants, representations and warranties and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. SERVICES. Contractor shall provide motor coach transportation services as more particularly described in ITB No. 16-03-01 and Attachment"A",a copy of which is attached hereto and made a part hereof. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, this Agreement shall be for an initial term of two (2) years with three (3) options to renew for one (1) year each. The initial term of this Agreement shall commence on June 13, 2016, and terminate two (2) years thereafter, subject to the termination clause provided herein. 4. COMPENSATION. Contractor agrees to provide the Services at the rate of Seventy- Seven Dollars and Ninety Five Cents ($77.95) per hour for a total amount not to exceed Fifty Five Thousand Dollars ($55,000.00) for the first year, and Sixty Five Thousand Dollars ($65,000.00) for the second year, bringing to total contract amount not to exceed One Hundred Twenty Thousand Dollars ($120,000.00) for the initial two (2) year period. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachment "A" and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract except for expenses approved by the City Manager. s C6I89-15I6-069 ACADEMY BUS,LLC. Exhibit "A" City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. Payments shall made only after completion of each monthly service period. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. The City will pay properly submitted Contractor invoices following each quarterly period within 30 (thirty)days of receipt, for completed and accepted deliveries or specified services unless the City notifies the Contractor in writing of the dispute, before the payment is due. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. If the City should not appropriate or otherwise make available funds sufficient to purchase the Services procured pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other obligations herein without any further liability or penalty upon twenty (20)days' notice to Contractor. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than 2 SIB C6 I 89-1516-069 ACADEMY BUS. LLC. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this Agreement and related Services to this Agreement are intended and represented'for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor shall deliver the documents to the City within fifteen (15) calendar days. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents or employees, as indicated below: ❑ Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of Two Million Dollars ($2,000,000) per occurrence. ❑ Worker's Compensation and employer's liability coverage, as required pursuant to Florida law. ❑ Business Automobile Liability which shall include coverage for all owned, non- owned and hired vehicles for minimum limits of not less than One Million Dollars (51,000,000) per occurrence, including One Million Dollars ($1,000,000.00) per accident for bodily injury and One Million Dollars($1,000,000.00)per accident for property damage. Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the.laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed • for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement: All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub-contractors providing services hereunder(if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 3 SIB C6I89-1516-069 ACADEMY BUS, LLC. • City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 8. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor Ten(10)days written notice to cure such default. If the default remains uncured after Ten (10)days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. (i) In the event of termination, all finished and unfinished documents,data and other work product prepared by Contractor shall be delivered to the City and the City will only be responsible for paying the Contractor for Services satisfactorily performed prior to the date of termination. Under no circumstances will the City be responsible for monthly service charges for the remaining, unexpired portion of the then existing term. (ii) Notwithstanding the foregoing, the Contractor shall not be relieved of liability • to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City.The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time.by giving Ten (10) days written notice. The terms of Paragraph 8A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. D. Escalation Process. Notwithstanding the City's right to terminate the Services with or without cause, the City shall also have the alternative option to the dispute resolution escalation process outlined in Section 3.5 of ITB No. 16-03-01. 9. GOVERNING LAW AND ATTORNEYS FEES. It is agreed that this Agreement shall be governed by,construed and enforced in accordance with the laws of the State of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. 4 SID C6189-I5I6-069 ACADEMY BUS. LLC. • City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 10. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of ten (10) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. 11. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 12. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Christopher J. Russo, City Manager With a copy to: City of Sunny Isles Beach Hans Ottinot, City Attorney 18070 Collins Avenue, Fourth Floor City of Sunny Isles Beach Sunny Isles Beach, Florida 33160 18070 Collins Avenue, Fourth Floor Tel: (303) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Brett T. Brittenum Contractor: General Manager Academy Bus LLC 3595 NW 110`h Street Miami, FL 33167 Tel: (305) 267-1001 E-mail: bbrittenum@academybus.com 13. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of Three (3) years. 14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development 5 SIB C6189-1516-069 ACADEMY BUS, LLC. • City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax • Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, maritaUfamilial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-1 1.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if . fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor • covenants that it presently has no interest and shall.not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating to professional services in the performance of this Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to professional services in the performance of this Agreement including any person for whose acts,errors, mistakes or omissions the Contractor may be legally liable. The parties agree that One Hundred Dollars ($100.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 17. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect 6 • ` C6189-1516-069 ACADEMY BUS; LLC. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax to this Agreement("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 18. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement or provision contained in any other document or attachment, including but not limited to Attachment "A". 19. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. • B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. [remainder of page intentionally left blank] 7 s ! I. C6I89-I5I6-069 ACADEMY BUS. LLC. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach,Florida 33160 (305)947-0606 phone(305)949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNESS: ACADEMY BUS,LLC. 1111 Si:. BY: l'`--•�/ ' :ret T. Brittenumn,litlatZettititenUM Da liA es 001nni,� General Manager Print N e Academy Bus LLC Miami, Florida ATTEST: CITY OF S 1 ISL S BEACH BY: . Jane A. ' es,MMC, City Clerk George H. Scholl,Mayor APPROVED AS TO FORM - AND LE ., F IENCY IA Li , BY: sl►J •!tn.- 'not, City •ttorney 8 C6189-1516.069 ACADEMY BUS,LLC.