CITYWIDE_SHUTTLE_BUS_SERVICES_AGREEMENT.docx

CITY OF DANIA BEACH, FLORIDA

CITYWIDE SHUTTLE BUS SERVICES AGREEMENT

RFP NO. TBD

THIS AGREEMENT is made and entered into as of the date of the last signature below (the “Effective Date”) by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation, with offices at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 (“City”), and ______________________________, a ______________________________, with an address at ______________________________________________ (“Contractor”). City and Contractor may each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the City issued Request for Proposals No. TBD for Citywide Shuttle Bus Services (the “RFP”); and WHEREAS, Contractor submitted a proposal in response to the RFP and represented that it possesses the experience, licenses, personnel, fleet, insurance, and capacity required to perform the Services; and WHEREAS, by Resolution No. __________, the City Commission approved the award and authorized execution of this Agreement; and WHEREAS, the Parties desire to establish the terms governing Services requested by the City on an as-needed, nonexclusive basis.

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND CONTRACT DOCUMENTS

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings stated below:

“Authorized City Representative” means the City Manager or the City Manager’s written designee.

“Contract Documents” means this Agreement and its exhibits, the RFP and all addenda, the portions of Contractor’s proposal accepted by the City, and each City-issued Service Authorization or purchase order. Any exception, qualification, limitation, or additional term contained in Contractor’s proposal is excluded unless expressly accepted by the City in this Agreement or a written amendment.

“Driver” means any person assigned by Contractor or a subcontractor to operate a Vehicle in connection with the Services.

“Service Authorization” means a written work order, purchase order, event schedule, email authorization, or other written direction issued by an Authorized City Representative that identifies the specific Services requested by the City. A Service Authorization may establish scheduling, routing, quantity, Vehicle, capacity, and pricing requirements consistent with this Agreement but may not amend this Agreement or increase the City’s authorized maximum compensation.

“Service Interruption” means a material disruption or failure affecting the safety, timeliness, capacity, or completion of scheduled Services, including a Vehicle breakdown; an unavailable, unsuitable, or incorrect Vehicle; an absent, late, or unqualified Driver; a material delay; an accident or safety incident; a route or transportation failure; insufficient lawful passenger capacity; loss of required insurance or operating authority; or a material communication failure during scheduled Services.

“Services” means all transportation services and related responsibilities required by the Contract Documents, including the furnishing of Vehicles, Drivers, dispatching, supervision, fuel, maintenance, safety compliance, incident response, records, and other items necessary for complete performance.

“Vehicle” means any shuttle bus, school bus, mini-coach, motor coach, or other passenger vehicle furnished by Contractor or an approved subcontractor to perform the Services.

1.2 Incorporation. The Contract Documents are incorporated into and form an integral part of this Agreement, whether or not physically attached. Contractor acknowledges that it reviewed the RFP and all addenda before submitting its proposal and entering into this Agreement.

1.3 Order of Precedence. In the event of a conflict or inconsistency among the Contract Documents, the following order of precedence applies:

(a) a written amendment executed by the Parties with the same formality as this Agreement;

(b) this Agreement, excluding its exhibits;

(c) the exhibits to this Agreement;

(d) addenda to the RFP, with the most recently issued addendum controlling;

(e) the RFP;

(f) the City’s written clarifications expressly incorporated into the award;

(g) the portions of Contractor’s proposal accepted by the City; and

(h) a Service Authorization, but only as to the specific schedule, route, quantity, Vehicle requirements, and pricing authorized for the applicable assignment.

A Service Authorization may supplement, but may not amend or conflict with, this Agreement. Contractor’s quotations, invoices, confirmations, acknowledgments, website terms, clickwrap terms, tariffs, or other forms do not modify the Contract Documents or bind the City unless expressly incorporated into a written amendment executed by the City.

ARTICLE 2

TERM; RENEWAL; NONEXCLUSIVE CONTRACT

2.1 Initial Term. The initial term is three (3) years commencing on __________________ and ending on __________________, unless earlier terminated under this Agreement.

2.2 Renewals. Subject to appropriation and satisfactory performance, the City may renew this Agreement for up to two (2) additional one-year periods on the same terms and conditions by written notice to Contractor. A renewal is not automatic and creates no entitlement to future work.

2.3 Nonexclusive; No Minimum. This Agreement is nonexclusive. The City may obtain similar services from others and makes no representation or guarantee regarding any minimum number of trips, hours, Vehicles, events, or compensation. No payment is due unless Services are requested in a Service Authorization and satisfactorily performed.

ARTICLE 3

SCOPE AND STANDARD OF PERFORMANCE

3.1 Services. Contractor shall furnish all Vehicles, properly qualified Drivers, dispatching, supervision, fuel, maintenance, cleaning, permits, operating authority, labor, equipment, supplies, communications, and incident response necessary to perform the Services described in Exhibit A and each Service Authorization. Services include public-event continuous-loop shuttles, employee point-to-point transportation, recreational programs, camps, field trips, youth sports transportation, and related City-sponsored transportation.

3.2 Standard of Performance. Contractor shall perform the Services safely, timely, professionally, and courteously, in accordance with the Contract Documents, applicable manufacturer requirements, generally accepted passenger-transportation industry standards, and applicable law. If Contractor identifies a conflict among these requirements, Contractor shall promptly notify the City in writing and shall comply with the requirement that provides the greater protection to passenger and public safety unless otherwise directed by the City in writing. Time is of the essence for all scheduled Services.

3.3 Contractor Representations. Contractor represents on a continuing basis that it is properly organized and authorized to do business in Florida; holds all licenses, registrations, permits, operating authority, and insurance necessary to provide the Services; and possesses sufficient qualified personnel, dispatch capability, and fleet capacity to perform its obligations under this Agreement. Contractor shall promptly disclose any suspension, revocation, material restriction, enforcement action, citation, investigation, or safety event that materially affects, or could reasonably be expected to materially affect, Contractor’s ability to perform the Services safely or lawfully.

3.4 City Direction; No Operational Control. The City may specify routes, stops, schedules, passenger groups, Vehicle types and capacities, accessibility needs, staging, signage, and event-coordination requirements. Contractor remains solely responsible for the means and methods of safe Vehicle operation, Driver supervision, regulatory compliance, and operational decisions necessary to protect passengers and the public. Nothing in the City’s directions, review, observation, or approval transfers any operational or safety responsibility from Contractor to the City.

3.5 Operational Policies. Before commencing Services, Contractor shall provide the City with its current dispatch, safety, maintenance, inspection, accident-response, drug-and-alcohol testing, background-screening, and emergency procedures applicable to the Services. The City may reasonably request clarification or revisions necessary to conform those procedures to the Contract Documents or applicable law. The City’s review or acceptance of the procedures does not relieve Contractor of any obligation or transfer operational responsibility to the City.

ARTICLE 4

SERVICE AUTHORIZATIONS; SCHEDULING; CHANGES

4.1 Authorization Required. Contractor shall perform only Services authorized in writing by an Authorized City Representative. Each Service Authorization should identify, as applicable, the service date, service window, route or destination, pickup and return locations, Vehicle type, minimum passenger capacity, number of Vehicles, accessibility requirements, rate basis, and City contact. Contractor shall confirm its acceptance within the time specified by the City or, if no time is specified, within a reasonable time under the circumstances, and shall provide the name and contact information of its dispatch representative. Contractor is not obligated to perform a Service Authorization unless it accepts the assignment in writing. Once accepted, a Service Authorization is binding and may be modified or cancelled only in accordance with this Agreement.

4.2 Advance Notice. The City generally will request employee-event Services at least fourteen (14) calendar days in advance and provide final route details at least forty-eight (48) hours before the scheduled service. Contractor shall use commercially reasonable efforts to accommodate shorter-notice and emergency requests. If Contractor cannot accommodate a request, it shall promptly notify the City. The City’s inability to provide the anticipated notice does not obligate Contractor to accept an assignment it cannot reasonably perform.

4.3 Changes and Cancellations. Only an Authorized City Representative may modify or cancel a Service Authorization. Contractor is entitled only to charges expressly permitted by Exhibit B and the applicable Service Authorization. No cancellation, standby, overtime, mileage, fuel, toll, parking, travel, gratuity, or other charge applies unless separately identified in Contractor’s accepted pricing and expressly authorized by the City. Following a change or cancellation, Contractor shall take reasonable steps to mitigate its costs. The City shall not be responsible for costs that Contractor could reasonably have avoided.

4.4 Unauthorized Additional Services. Contractor shall not be compensated for additional work, Vehicles, hours, or charges that were not authorized in writing before being incurred. This limitation does not prohibit Contractor from taking reasonable emergency measures necessary to protect passengers, the public, or property when prior authorization cannot reasonably be obtained. Contractor shall immediately notify the City of any emergency measures and provide supporting documentation no later than the next business day. Emergency action does not, by itself, create an entitlement to additional compensation. Any compensation must be permitted by the Contract Documents, reasonable under the circumstances, adequately documented, and approved by the City.

ARTICLE 5

VEHICLES, DRIVERS, AND PASSENGER SAFETY

5.1 Vehicles. Each Vehicle used to perform the Services shall be clean, safe, properly maintained, free from material mechanical defects and exterior damage affecting safety or appearance, properly registered and insured, and suitable for the assigned route and passenger population. Each Vehicle shall have a fully functioning air-conditioning system capable of maintaining a reasonably comfortable passenger compartment. Unless otherwise approved in writing by an Authorized City Representative, no Vehicle may be more than seven (7) model years old or have more than 250,000 miles. Contractor shall not transport more passengers than the Vehicle’s lawful seating or weight capacity.

5.2 Vehicle Substitutions. Contractor shall provide the Vehicle type and minimum passenger capacity specified in the applicable Service Authorization. Contractor shall not substitute a materially different Vehicle without prior City approval, except when an emergency or Service Interruption makes prior approval impracticable. Any substitute Vehicle must provide equal or greater lawful passenger capacity, accessibility, safety, and material amenities and must satisfy all requirements of the Contract Documents. Contractor shall notify the City of an emergency substitution as soon as reasonably possible. No substitution entitles Contractor to an increased rate unless approved by the City in writing before the additional cost is incurred.

5.3 Accessibility. Contractor shall provide ADA-accessible Vehicles when requested by the City or required by applicable law. Contractor shall ensure that all accessibility equipment, including lifts, ramps, securement systems, and related safety devices, is functional and that assigned Drivers are properly trained in its use. Contractor shall not discriminate against or refuse service to a person with a disability and shall comply with all applicable accessibility requirements.

5.4 Drivers. Each Driver shall hold all licenses, endorsements, medical certifications, training, and other qualifications required by applicable law and the Contract Documents, including a valid Florida commercial driver license with a passenger endorsement when required for the Vehicle being operated. Each Driver shall be familiar with the assigned Vehicle, route, schedule, and applicable emergency procedures and shall wear a clean, professional company uniform. Contractor shall verify each Driver’s qualifications before assignment and maintain supporting documentation available for City review.

5.5 Background Screening and Substance Testing. Contractor shall conduct annual Level 2 background screenings for Drivers assigned to City Services, as required by the RFP, and shall ensure that no Driver is assigned if the results make the Driver legally ineligible or reasonably unsuitable to transport the applicable passenger population. Contractor shall maintain a drug-and-alcohol testing program compliant with all federal and state requirements applicable to the Services, including applicable United States Department of Transportation and Federal Transit Administration requirements. No Driver may perform Services while impaired by alcohol, an illegal or controlled substance, medication, fatigue, illness, or any other condition that may materially impair safe operation.

5.6 Driver Conduct. Drivers shall operate Vehicles lawfully, safely, and defensively; treat passengers and City personnel courteously; remain attentive while on duty; and comply with lawful route, schedule, staging, and dispatch instructions. A Driver shall not use a handheld personal wireless communication device while operating a Vehicle or occupying the operator’s seat, except when the Vehicle is safely parked and use is necessary for an emergency or authorized operational communication. Drivers shall not solicit or accept tips, gratuities, or gifts from passengers in connection with City Services.

5.7 Passenger and Child Safety. Contractor shall comply with all passenger-safety, school-bus, seat-belt, and child-restraint requirements applicable to the Vehicle, passenger population, and transportation service, including Sections 316.613, 316.614, and 316.6145, Florida Statutes, when applicable. Contractor shall ensure that installed restraint and securement systems are functional and are used as required by law. Contractor is responsible for selecting and operating Vehicles legally and safely suited to the passengers being transported. Contractor shall promptly advise the City if a requested service cannot lawfully or safely be performed with the Vehicle or passenger arrangements specified by the City.

5.8 Maintenance and Pre-Service Inspection. Contractor shall maintain each Vehicle in accordance with applicable law, manufacturer recommendations, and generally accepted passenger-carrier practices. Before each assignment, Contractor shall conduct or confirm an appropriate pre-service safety inspection and correct any condition that could materially affect safe or reliable operation. Contractor shall not place or keep an unsafe or materially defective Vehicle in service.

5.9 City Removal Request. The City may require Contractor to remove from City Services any Driver or Vehicle that the City reasonably determines is unsafe, unqualified, discourteous, materially noncompliant with the Contract Documents, or unsuitable for the assigned service. Contractor shall promptly provide a qualified Driver or compliant Vehicle without additional cost to the City. Contractor shall not reassign the removed Driver or Vehicle to City Services unless the condition giving rise to removal has been corrected and the City has approved the reassignment. The City’s exercise or nonexercise of this right does not transfer responsibility for Contractor’s personnel, maintenance, operations, or safety obligations to the City.

ARTICLE 6

PERFORMANCE; DISPATCH; SERVICE INTERRUPTIONS

6.1 On-Time Performance. Contractor shall ensure that each Vehicle arrives at the initial staging location clean, fueled, properly staffed, inspected, and ready for service at least thirty (30) minutes before the scheduled service start time, unless the applicable Service Authorization provides otherwise. Contractor shall monitor performance throughout the service period and promptly notify the City of any circumstance that may materially affect the schedule, route, passenger capacity, safety, or completion of the Services.

6.2 Dispatch Availability. Contractor shall provide the City with a live dispatch contact who is authorized to coordinate and correct operational issues. The dispatch contact shall be available throughout each scheduled service period and for at least one (1) hour before and after that period. Contractor shall immediately notify the City of any actual or anticipated delay, accident, breakdown, Driver issue, capacity issue, communication failure, or other Service Interruption and shall provide periodic status updates until the issue is resolved.

6.3 Replacement Service. Following a Service Interruption, Contractor shall provide a qualified replacement Driver, a compliant replacement Vehicle, or both, as necessary, as soon as reasonably possible and no later than forty-five (45) minutes after the Service Interruption begins. Contractor shall take reasonable measures to protect and accommodate affected passengers and shall arrange safe alternate transportation when necessary.

If Contractor fails to restore the Services within the required time, the City may obtain substitute transportation. Contractor shall reimburse the City for its reasonable excess costs to the extent those costs result from Contractor’s breach of the Contract Documents. The City shall use reasonable efforts to mitigate such excess costs. Contractor is not responsible for excess costs resulting solely from circumstances for which Contractor is entitled to relief under Article 19.

6.4 Incident Response and Reporting. In the event of an accident, injury, safety incident, or other material Service Interruption, Contractor shall immediately contact emergency services when appropriate; protect passengers, the public, and property; preserve relevant evidence; cooperate with law enforcement and the City; and notify the City’s designated representative.

Contractor shall provide the City with a preliminary written incident report no later than the next business day. The report shall include the material facts then known, the Drivers and Vehicles involved, known injuries or property damage, responding agencies and report numbers, available witness information, immediate corrective actions, and applicable insurance contact information. Contractor shall supplement the report within a reasonable time as additional material information becomes available. Contractor may redact information protected from disclosure by law but shall identify the legal basis for any redaction. Contractor shall not make any admission or representation on behalf of the City.

6.5 Performance Records. Contractor shall maintain accurate records sufficient to verify its performance, including trip logs, scheduled and actual arrival and departure times, assigned Drivers and Vehicles, lawful passenger capacities, dispatch communications, Service Interruption logs, complaints, maintenance and inspection records, incident reports, and corrective actions. Contractor shall provide records reasonably requested by the City within the time specified by the City, subject to applicable law. The City’s review or acceptance of any record does not relieve Contractor of responsibility for the accuracy of the record or the proper performance of the Services.

ARTICLE 7

COMPENSATION; PRICING; INVOICING

7.1 Maximum Rates. The rates contained in Exhibit B and Contractor’s accepted proposal are maximum, not-to-exceed rates. Contractor may offer, and the City may accept, lower discounted, promotional, volume, package, or bundled pricing without a formal amendment, provided the scope of Services remains unchanged and the total compensation remains within the City’s authorized limits. No increase in the maximum rates is effective unless approved through a written amendment executed by the Parties.

7.2 All-Inclusive Pricing. Unless a charge is expressly identified in Exhibit B and authorized in the applicable Service Authorization, all rates include the complete cost of performing the Services, including Vehicles, Drivers, dispatching, supervision, fuel, maintenance, cleaning, equipment, supplies, travel time, mobilization, overhead, profit, licensing, insurance, and taxes applicable to Contractor. Contractor shall not impose any additional minimum charge, surcharge, administrative fee, credit-card fee, fuel charge, toll, parking charge, gratuity, or pass-through expense that is not expressly authorized by the Contract Documents.

7.3 Third-Party Costs and Markup. If the City expressly authorizes reimbursement of a subcontracted or third-party cost that is not included in an established rate, Contractor shall provide reasonable documentation of the underlying cost. Any markup on that cost shall not exceed ten percent (10%) and must be separately identified. Unsupported costs and markup exceeding this limitation are not payable. This Section does not require Contractor to disclose its internal costs or profit components for Services billed at an established rate.

7.4 Invoices. Contractor shall submit invoices no more frequently than monthly. Each invoice shall identify the applicable Service Authorization, service date, route or destination, Vehicle type and capacity, number of Vehicles, actual service hours or trips, applicable rate, authorized additional charges, and total amount requested. Contractor shall provide trip records or other reasonable supporting documentation upon request.

The City may reject an incomplete or inaccurate invoice and may withhold disputed amounts without waiving any right or remedy. Contractor shall promptly submit a corrected invoice or supporting documentation requested by the City.

7.5 Payment. The City shall pay properly submitted and undisputed invoices in accordance with the Florida Local Government Prompt Payment Act, Part VII of Chapter 218, Florida Statutes. Payment does not constitute acceptance of defective or nonconforming Services and does not waive the City’s rights of audit, setoff, recoupment, or other remedy. Contractor shall remain responsible for timely payment of its subcontractors, employees, and suppliers.

7.6 Appropriation and Authorized Maximum. The City’s payment obligations are subject to lawful appropriation and the availability of budgeted funds. The aggregate compensation payable under this Agreement shall not exceed the amount authorized by the City Commission and applicable purchase orders or Service Authorizations. Contractor shall not perform Services exceeding the available authorization without prior written approval from the City.

If sufficient funds are not appropriated or otherwise available, the City may reduce or terminate future Services without liability for unperformed Services, lost profits, or other consequential damages. Nothing in this Agreement constitutes a pledge of the City’s ad valorem taxing power or creates a debt extending beyond the applicable fiscal year.

7.7 Taxes. The City is exempt from federal excise taxes and Florida sales and use taxes. Contractor is responsible for all taxes, assessments, payroll obligations, and governmental charges arising from its business or performance of the Services. Upon reasonable request, the City shall provide available documentation of its tax-exempt status.

ARTICLE 8

PERFORMANCE BOND

8.1 Performance Bond Required. Within ten (10) business days after receipt of the City’s notice of award and before commencing any Services, Contractor shall furnish the City with a performance bond in the penal sum of $________________. The penal sum shall be based on the City’s reasonable estimate of the annual value of the Agreement, as stated in the RFP or an addendum issued before the proposal-submission deadline.

8.2 Purpose and Coverage. The performance bond shall be drafted specifically for the Services required under this Agreement and shall guarantee Contractor’s faithful performance of the Contract Documents, including accepted Service Authorizations, replacement-service obligations, transition obligations, and payment of the City’s reasonable excess substitute-service costs and other damages recoverable as a result of Contractor’s default.

The performance bond is intended as additional financial security and does not require the surety to provide Vehicles, Drivers, or other immediate operational services.

8.3 Form and Surety. The performance bond shall be provided on the service-specific form included in the RFP or another form approved by the City Attorney. The bond shall be executed by a surety authorized to transact surety business in Florida and reasonably acceptable to the City. Contractor shall provide evidence of the surety’s authority and the executing agent’s power of attorney with the bond.

8.4 Cost. The cost of the performance bond shall be included in Contractor’s proposed rates. No separate reimbursement shall be payable by the City, except for the documented incremental premium resulting from a City-directed increase in the penal sum after award.

8.5 Duration. Contractor shall maintain the performance bond continuously throughout the initial term and any renewal period. No later than thirty (30) days before the bond’s expiration or anniversary date, Contractor shall provide a continuation certificate or replacement bond maintaining the required penal sum for the succeeding year. Continuation or replacement shall not extinguish liability arising during a prior bond period.

8.6 Changes in Annual Value. If the City materially increases the authorized annual value of the Agreement above the amount used to establish the existing penal sum, the City may require a reasonable corresponding increase in the performance bond. Any increase must be documented in a written amendment, and Contractor shall be entitled to reimbursement of the documented incremental premium attributable solely to the increase.

8.7 Notice of Cancellation or Impairment. Contractor shall provide the City with at least thirty (30) days’ prior written notice of any cancellation, nonrenewal, reduction, or material impairment of the performance bond, or ten (10) days’ notice if cancellation results from nonpayment of premium. Contractor shall replace the affected bond before the cancellation, nonrenewal, reduction, or impairment becomes effective.

8.8 Failure to Maintain Bond. Failure to timely furnish or continuously maintain the required performance bond constitutes a material breach. The City may suspend further Service Authorizations or payments, obtain substitute Services, terminate the Agreement for cause, or exercise any other available remedy.

8.9 No Limitation of Liability. The performance bond provides additional security and does not limit Contractor’s liability, reduce its obligations, or restrict the City’s remedies. The City is not required to proceed against the bond or surety before exercising any remedy against Contractor.

ARTICLE 9

INSURANCE

9.1 Insurance Requirements. Contractor shall obtain and maintain, at its expense, all insurance required by the RFP and any applicable addenda. The insurance requirements contained in the RFP are incorporated into this Agreement by reference as if fully set forth herein.

Before commencing any Services, Contractor shall provide certificates of insurance and any endorsements required by the RFP. Contractor shall maintain all required coverage throughout the term of this Agreement and any additional period specified in the RFP.

The City’s review, acceptance, or failure to identify a deficiency in any certificate, endorsement, or policy does not relieve Contractor of its obligations. Failure to obtain or maintain the required insurance constitutes a material breach of this Agreement.

The required insurance does not limit Contractor’s liability, indemnification obligations, or other responsibilities under the Contract Documents.

This is comprehensive enough because the order-of-precedence provision makes the Agreement controlling while expressly incorporating the RFP’s insurance requirements.

ARTICLE 10

INDEMNIFICATION

10.1 Contractor’s Obligations. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City and its elected and appointed officials, officers, employees, and agents from and against claims, demands, causes of action, damages, losses, liabilities, judgments, fines, penalties, liens, and reasonable attorneys’ fees and litigation expenses, to the extent arising out of or relating to:

(a) bodily injury, sickness, disease, death, or damage to or loss of use of property caused by a negligent, reckless, or intentional act or omission of Contractor, an approved subcontractor, or any person for whom Contractor is legally responsible;

(b) Contractor’s material breach of the Contract Documents;

(c) Contractor’s or its subcontractor’s violation of applicable law;

(d) employment, wage, tax, workers’ compensation, licensing, or benefit claims involving Contractor’s or its subcontractor’s personnel;

(e) infringement or misappropriation of a patent, copyright, trademark, trade secret, or other proprietary right resulting from materials or services furnished by Contractor; or

(f) claims for payment, liens, or other demands made by Contractor’s subcontractors, employees, suppliers, lessors, or service providers arising from Contractor’s performance.

Contractor is not required to indemnify the City for a claim to the extent caused by the negligence or willful misconduct of the City or another person for whom Contractor is not legally responsible.

10.2 Defense of Claims. Contractor’s duty to defend applies to a claim alleging facts that, if proven, would fall within Section 10.1. The City shall provide Contractor with reasonably prompt notice of a covered claim. A delay in providing notice relieves Contractor of its obligations only to the extent Contractor demonstrates material prejudice resulting from the delay.

Contractor shall provide qualified counsel reasonably acceptable to the City. The City may participate in the defense with its own counsel at its own expense, except when separate representation is reasonably necessary because of an actual conflict of interest or Contractor fails to provide an adequate defense.

10.3 Settlement. Contractor shall not settle a claim in a manner that admits fault by the City, imposes a nonmonetary obligation on the City, affects the City’s governmental authority, or requires payment by the City without the City’s prior written consent. The City shall not unreasonably withhold consent to a settlement that provides a complete release of the City and imposes no admission, obligation, or unreimbursed cost on the City.

10.4 Employees and Subcontractors. Contractor shall remain responsible for the acts and omissions of its employees, Drivers, agents, and approved subcontractors to the same extent as if the acts or omissions were those of Contractor. City approval of a subcontractor does not reduce Contractor’s indemnification obligations.

10.5 Insurance; Survival. Contractor’s obligations under this Article are independent of and are not limited by the amount or availability of insurance, workers’ compensation benefits, or the performance bond. This Article survives expiration or termination of the Agreement.

10.6 Specific Consideration. The Parties acknowledge that Ten Dollars ($10.00) of the compensation payable under this Agreement constitutes specific consideration for Contractor’s indemnification obligations.

ARTICLE 11

INDEPENDENT CONTRACTOR; PERSONNEL; SUBCONTRACTORS

11.1 Independent Contractor. Contractor is an independent contractor and is not an employee, agent, partner, joint venturer, or representative of the City. Nothing in the Contract Documents creates an employment, agency, partnership, joint-venture, or joint-employer relationship between the City and Contractor or any of Contractor’s employees, Drivers, agents, or subcontractors.

Contractor retains responsibility for the manner and means of performing the Services, subject to the requirements of the Contract Documents and the City’s authority to specify routes, schedules, destinations, passenger requirements, Vehicle types and capacities, accessibility needs, staging locations, and desired results.

11.2 Personnel. Contractor is solely responsible for recruiting, hiring, assigning, compensating, training, supervising, disciplining, and terminating its personnel. Contractor shall be responsible for all wages, payroll taxes, benefits, workers’ compensation, unemployment compensation, and other obligations arising from its personnel.

Contractor shall provide sufficient qualified personnel to perform each accepted Service Authorization safely, timely, and in accordance with the Contract Documents. No Contractor employee, Driver, agent, or subcontractor may represent that the person has authority to bind or speak on behalf of the City.

11.3 Subcontractors. Contractor shall not subcontract a material portion of the Services or use another transportation provider to perform an accepted Service Authorization without the City’s prior written approval. Contractor may use ordinary vendors and suppliers that do not directly provide passenger transportation without separate City approval.

City approval of a subcontractor does not create a contractual relationship between the City and the subcontractor or relieve Contractor of any responsibility. Contractor remains fully responsible for the acts, omissions, qualifications, performance, and payment of every subcontractor and its personnel.

11.4 Subcontract Requirements. Contractor shall require each approved subcontractor to comply with all provisions of the Contract Documents applicable to the subcontracted Services, including requirements concerning Drivers, Vehicles, safety, accessibility, insurance, indemnification, public records, records retention, audit, E-Verify, background screening, substance testing, and regulatory compliance.

Upon request, Contractor shall provide the City with a copy of the applicable subcontract, with confidential pricing or proprietary information unrelated to City performance reasonably redacted. No subcontract may restrict or impair any right or remedy of the City.

11.5 Staffing and Operational Capacity. Contractor shall maintain sufficient qualified Drivers, backup Drivers, compliant Vehicles, backup Vehicles, dispatch personnel, and supervisory resources to perform accepted Service Authorizations. Contractor shall promptly notify the City of any material reduction in staffing, fleet availability, operating authority, or other capacity that could reasonably affect its performance.

Ordinary labor shortages, absenteeism, Vehicle unavailability, subcontractor default, or failure to maintain adequate operational capacity do not excuse Contractor’s performance except to the extent directly caused by an event qualifying for relief under Article 19.

11.6 No Authority to Bind City. Contractor shall not enter into any agreement, incur any obligation, make any representation, or otherwise act in the name of or on behalf of the City. Contractor has no authority to pledge the City’s credit or commit the City to any payment or obligation not expressly authorized in writing by the City.

ARTICLE 12

COMPLIANCE WITH LAWS AND REGULATORY REQUIREMENTS

12.1 General Compliance. Contractor shall perform the Services in compliance with all applicable federal, state, county, and municipal laws, ordinances, rules, regulations, orders, and permit requirements. Applicable requirements include those governing passenger transportation, motor vehicles, commercial drivers, accessibility, safety, employment, background screening, drug-and-alcohol testing, and environmental protection.

References in the Contract Documents to particular laws or regulations include applicable amendments and successor provisions.

12.2 Licenses and Operating Authority. Contractor shall obtain and continuously maintain all licenses, registrations, permits, certificates, endorsements, and operating authority required to perform the Services. Contractor shall ensure that its approved subcontractors, Drivers, and Vehicles also maintain all qualifications and authority applicable to their respective responsibilities.

Upon reasonable request, Contractor shall provide current documentation confirming compliance. Contractor shall immediately notify the City of any suspension, revocation, expiration, restriction, enforcement action, or other circumstance that materially affects Contractor’s ability to perform the Services safely or lawfully.

12.3 Conflict with City Direction. Contractor shall promptly notify the City if Contractor reasonably believes that a City instruction conflicts with applicable law or creates a material safety risk. The notice shall identify the concern and, when reasonably practicable, propose a lawful and safe alternative.

Contractor shall not knowingly follow an unlawful or unsafe instruction. Nothing in this Section relieves Contractor of responsibility for complying with the Contract Documents or for timely performing unaffected Services.

12.4 Nondiscrimination and Accessibility. Contractor shall not discriminate in employment or in providing the Services based on any classification protected by applicable law. Contractor shall comply with all applicable equal-employment-opportunity and accessibility requirements and shall provide reasonable accommodations when required by law.

12.5 Safety Responsibility. Contractor is responsible for initiating, maintaining, and supervising all safety precautions and programs relating to its performance. Contractor shall promptly correct unsafe conditions within its control and may temporarily suspend an operation when reasonably necessary to protect passengers, the public, or property. Contractor shall immediately notify the City of any suspension and take reasonable measures to provide safe alternative transportation.

12.6 Costs of Compliance. Except as otherwise expressly provided in the Contract Documents, Contractor shall bear the costs of complying with laws and regulatory requirements applicable to its business and the Services. If a change in law occurring after the proposal-submission deadline materially changes the required Services or Contractor’s cost of performance, the Parties may consider an appropriate prospective amendment. Contractor shall not be entitled to additional compensation unless approved by the City in a written amendment.

ARTICLE 13

STATUTORY ELIGIBILITY AND COMPLIANCE

13.1 E-Verify. Contractor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the employment eligibility of all newly hired employees as required by Section 448.095, Florida Statutes.

Contractor shall require each subcontractor performing Services under this Agreement to register with and use E-Verify and to provide Contractor with the affidavit required by Section 448.095, Florida Statutes. Contractor shall retain each affidavit for the duration of the Agreement and provide a copy to the City upon request.

The City and Contractor shall comply with the termination requirements of Section 448.095, Florida Statutes. A termination required by that statute does not constitute a breach of this Agreement. Contractor is responsible for additional costs incurred by the City resulting from a termination based on Contractor’s violation, as provided by law.

13.2 Public Entity Crimes; Suspension and Debarment. Contractor represents that neither Contractor nor any affiliate is prohibited from transacting business with the City under Section 287.133, Florida Statutes, or is otherwise suspended, debarred, or excluded from public contracting under applicable state or federal law.

Contractor shall immediately notify the City of any change in its eligibility. Contractor shall not use a subcontractor that is prohibited, suspended, debarred, or excluded from performing the applicable Services. When federal funding applies, Contractor shall comply with applicable federal suspension and debarment requirements and include those requirements in covered subcontracts.

13.3 Scrutinized Companies. Contractor certifies that it is eligible to contract with the City under Section 287.135, Florida Statutes. The City may terminate this Agreement at its option if Contractor submits a false certification, is placed on an applicable scrutinized-companies or entities list, engages in a prohibited boycott of Israel, or otherwise becomes subject to termination under Section 287.135, Florida Statutes.

This Section applies only to the extent required by law and shall be interpreted consistently with any applicable statutory threshold, exception, or exemption.

13.4 Anti-Human Trafficking Affidavit. Upon execution, renewal, or extension of this Agreement, Contractor shall provide the City with an affidavit signed by an officer or authorized representative under penalty of perjury attesting that Contractor does not use coercion for labor or services, as required by Section 787.06, Florida Statutes.

13.5 Foreign Countries of Concern. If Contractor will have access to personal identifying information through its performance of the Services, Contractor shall provide any affidavit required by Section 287.138, Florida Statutes, and shall remain eligible to contract with the City under that statute throughout the term of the Agreement. Contractor shall immediately notify the City if any representation contained in its affidavit becomes inaccurate.

13.6 Continuing Compliance. Contractor shall promptly provide certifications, affidavits, or other documentation reasonably requested by the City to verify compliance with this Article. A materially false certification or failure to maintain legally required eligibility constitutes a material breach and authorizes the City to exercise any remedy required or permitted by applicable law.

ARTICLE 14

PUBLIC RECORDS

14.1 Compliance with Public Records Laws. Contractor shall comply with Chapter 119, Florida Statutes, and Section 119.0701, Florida Statutes, as applicable to its performance under this Agreement. Contractor shall:

(a) keep and maintain public records required by the City to perform the Services;

(b) 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 and at a cost that does not exceed the amount provided by Chapter 119, Florida Statutes, or as otherwise provided by law;

(c) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law for the duration of the Agreement and following its completion if Contractor does not transfer the records to the City; and

(d) upon completion or termination of the Agreement, transfer to the City, at no cost, all public records in Contractor’s possession or keep and maintain the records as required by law.

If Contractor transfers all public records to the City, Contractor shall destroy any duplicate records that are exempt or confidential and exempt from disclosure. If Contractor keeps and maintains public records following completion or termination, Contractor shall satisfy all applicable record-retention and disclosure requirements. All electronically stored records shall be provided to the City, upon request, in a format compatible with the City’s information technology systems.

14.2 Public Records Requests. A request to inspect or copy public records relating to this Agreement must be made directly to the City. If the City does not possess the requested records, the City will notify Contractor, and Contractor shall provide the records to the City or permit their inspection or copying within a reasonable time.

If Contractor receives a public-records request relating to this Agreement, Contractor shall promptly forward the request to the City’s custodian of public records. Nothing in this Article authorizes Contractor to withhold a record from the City or to independently deny a public-records request.

14.3 Confidential or Exempt Records. If Contractor believes that a requested record or portion of a record is exempt or confidential and exempt from disclosure, Contractor shall identify the specific legal basis for that position and promptly notify the City. The City will determine how to respond to the request after consultation with Contractor when appropriate.

Contractor shall be responsible for protecting confidential or exempt information in its custody and for any unauthorized disclosure caused by Contractor or a person for whom Contractor is responsible.

14.4 Required Notice.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:

ELORA RIERA, CITY CLERK

CITY OF DANIA BEACH

100 WEST DANIA BEACH BOULEVARD

DANIA BEACH, FLORIDA 33004

TELEPHONE: 954-924-9800, EXT. 3623

EMAIL: ERIERA@DANIABEACHFL.GOV

14.5 Subcontractors. Contractor shall require each approved subcontractor that may possess public records relating to the Services to comply with the requirements of this Article. Contractor remains responsible for obtaining responsive records from its subcontractors and providing them to the City.

14.6 Noncompliance. If Contractor fails to comply with a public-records request, the City shall enforce the requirements of this Article in accordance with Section 119.0701, Florida Statutes. Subject to any notice and opportunity to cure required by law, the City may withhold payment, recover its reasonable enforcement costs, terminate the Agreement, or exercise any other available remedy.

Contractor’s obligations under this Article survive expiration or termination of the Agreement.

ARTICLE 15

RECORDS, AUDIT, AND INSPECTION

15.1 Records. Contractor shall maintain complete and accurate records reasonably sufficient to document its performance and all amounts charged to the City. The records shall include, as applicable, Service Authorizations, invoices, trip and dispatch records, Driver and Vehicle assignments, maintenance and inspection records, incident reports, subcontractor charges, and documentation supporting separately reimbursable costs.

Contractor is not required to disclose records unrelated to this Agreement or legally protected information that is not reasonably necessary to verify compliance. Contractor shall identify the legal basis for withholding or redacting any requested information.

15.2 Retention Period. Contractor shall retain records relating to this Agreement for at least three (3) years after final payment or termination, whichever occurs later. If an audit, claim, investigation, or litigation begins before the retention period expires, Contractor shall retain the relevant records until the matter is finally resolved. A longer retention period applies when required by law or an applicable funding source.

15.3 City Audit Rights. During the term and applicable retention period, the City and its authorized representatives may inspect, copy, and audit records directly related to Contractor’s performance and charges. Except in the case of suspected fraud, an emergency, or another circumstance reasonably requiring immediate access, the City shall provide reasonable advance notice.

Contractor shall make the records available electronically or at a location reasonably acceptable to the City without additional charge. The City shall conduct its review in a manner that does not unreasonably interfere with Contractor’s business operations.

15.4 Audit Findings. Contractor shall promptly provide reasonable explanations and supporting documentation concerning an audit finding. Contractor shall reimburse the City for any overpayment within thirty (30) days after the amount is agreed upon or finally determined.

If an audit identifies an overpayment exceeding five percent (5%) of the amount audited, or an overpayment resulting from fraud, material misrepresentation, or knowingly unsupported charges, Contractor shall also reimburse the…