RFP-25-2_Agreement_for_Bus_and_Shuttle_Services_20241031_[draft].pdf

Agreement for On-Demand Taxi and Shuttle Services PUR-RFP-25-2 Page 1 of 15

**NOTE TO PROSPECTIVE BIDDER(S): THE FOLLOWING IS PROVIDED FOR

REFERENCE AND PLANNING PURPOSES ONLY AND REMAINS SUBJECT TO

FINALIZATION OF TERMS**

AGREEMENT FOR ON-DEMAND TAXI AND AND SHUTTLE SERVICES

THIS AGREEMENT FOR ON-DEMAND TAXI AND SHUTTLE SERVICES

(“Agreement”) is made as of this _____ day of _______________, 2025 (the “Effective Date”), by and between the CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida (“CPA”), whose address is 445 Challenger Road, Suite 301, Cape Canaveral, Florida 32920 and XXXXX, a [entity type] (“Concessionaire”), whose address is XXXXX. The CPA and Concessionaire are sometimes referred to individually as a “Party” or collectively as the “Parties”.

W I T N E S S E T H :

WHEREAS, CPA has determined that an exclusive contractor to provide professional, quality, and reliable on-demand taxi and shuttle services for cruise passengers at designated locations within Port Canaveral is beneficial to the effective operation of cruise operations and further promotes the safety and convenience of cruise passengers and other Port visitors;

WHEREAS, CPA is authorized to enter into contracts for professional services and has chosen to use a proposal-based selection process to select a qualified company that will be available and capable of providing the services as more particularly described below;

WHEREAS, CPA issued Request for Proposals Number 25-2 for On-Demand Taxi and

Shuttle Services (the “RFP”), and Concessionaire submitted a responsive proposal (the “Proposal”);

WHEREAS, Concessionaire was chosen by the CPA to provide said services; and

WHEREAS, CPA and Concessionaire desire to enter into this Agreement to memorialize the terms under which Concessionaire will be the exclusive provider of said on-demand taxi and shuttle services.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties hereby agree as follows:

1. CONTRACT DOCUMENTS. The “Contract Documents” consist of the following:

A. This Agreement, inclusive of all attached exhibits;

B. The RFP; and C. Concessionaire’s Proposal, inclusive of all attachments.

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With respect to any conflicts between this Agreement, the RFP, and the Proposal, any such conflict shall be resolved by first looking to this Agreement, second looking to the RFP, and third to the Proposal.

2. TERM.

A. Term. This Agreement shall commence on the Effective Date and, unless previously terminated as set forth below, shall continue in effect for three (3) years (the “Initial Term”). The Agreement may be extended for up to two (2) additional one (1) year periods (each an “Extension Period”) upon written agreement by the Parties. Any extension of this Agreement is contingent upon Concessionaire’s satisfactory performance. The Initial Term, together with any properly exercised Extension Periods, shall be collectively referred to as the “Term” of this Agreement.

B. Termination. This Agreement may be terminated sooner as set forth below:

i. For Cause. Either Party may terminate this Agreement for cause immediately upon notice to the other Party in the event of: (i) a material breach by the other Party, its employees, contractors, or agents of any covenant or obligation of the other Party under this Agreement which, if remediable, has not been remedied within thirty (30) calendar days after delivery of notice of such material breach; (ii) any negligent or wrongful act or failure to act of the other Party, its employees, contractors, or agents; (iii) any material misstatement or omission in connection with any representation or warranty of the other Party under this Agreement; (iv) the insolvency of the other Party; (v) the filing of a petition in bankruptcy or any similar relief is filed by or against the other Party, if the same is not dismissed or discharged within sixty (60) days; (vi) the appointment of a receiver with respect to any of the assets of the other Party, if the same is not dismissed or discharged within sixty (60) days; or (vii) the commencement of a liquidation proceeding by or against the other Party, if the same is not dismissed or discharged within sixty (60) days.

ii. Without Cause. The CPA may terminate this Agreement without cause upon thirty

(30) calendar days advance written notice to Concessionaire.

Termination will not prejudice CPA’s right to recover the full amount of any losses, claims, damages, liability, or expenses owed to it pursuant to the terms of this Agreement, including the Concessionaire’s obligations to indemnify and defend the CPA pursuant to Section 10 below.

3. SCOPE OF SERVICES.

A. Description of Services. The Concessionaire’s responsibility under this Agreement is to provide professional on-demand taxi and shuttle transportation services as more particularly described in Exhibit “A” (collectively, the “Services”).

B. Additional Services. The CPA may, from time to time, authorize Concessionaire in writing to perform additional Services, in which event Concessionaire shall perform same in accordance with this Agreement. Any such additional Services shall be set forth in a written change order (“Change Order”) which shall be executed by both Parties and which shall be

PUR-RFP-25-2 Page 3 of 15 governed by the terms and conditions of this Agreement unless otherwise expressly set forth therein. Any additional Services performed by Concessionaire prior to execution by both Parties of a Change Order shall be done at Concessionaire’s sole risk and shall not be compensated by the CPA. Such additional Services may, upon the mutual consent of the Parties, be performed on a fixed-price basis.

4. COMPENSATION. In consideration of the privilege to administer the Services at Port Canaveral, beginning on the Effective Date and annually thereafter, Concessionaire shall pay to CPA an “Annual Franchise Fee”, as set forth on Exhibit “B”, attached hereto and incorporated herein.

A. Invoicing. Concessionaire shall invoice CPA on the first day of each month for work in the previous month and CPA shall pay each such approved invoice (or uncontested portion thereof) within thirty (30) days after receipt of invoice. All invoices shall be addressed as follows and shall reference a Purchase Order number provided by CPA:

Canaveral Port Authority Attn.: Accounts Payable 445 Challenger Road, Suite 301 Cape Canaveral, FL 32920 E-mail: cpa.ap@portcanaveral.com

With copy to: jlynch@portcanaveral.com

Concessionaire’s invoices shall be submitted with detail satisfactory to the CPA and sufficient for a proper pre-audit and post-audit of said invoices. Each invoice shall contain a trip log (as described below).

B. Trip Logs. Concessionaire shall maintain and provide to the CPA, upon CPA’s written request, a daily trip log detailing all activities conducted under this Agreement including its hours of operation, commercial vehicle numbers in operation, size/type of vehicle, number of trips made, and destination. All of the foregoing records and documentation shall be retained by Concessionaire for a minimum of three (3) years from the date of termination of this Agreement or the date a Purchase Order is completed, or such longer period of time as may be required by this Agreement or law, whichever is later.

5. PROFESSIONAL CONDUCT.

A. The Concessionaire shall continually provide quality services at a level that meets or exceeds transportation industry standards. Concessionaire’s vehicles shall be clean, dependable, odor-free, smoke-free, and neat in appearance.

B. Concessionaire hereby represents, warrants, and covenants to CPA: (i) that it has the professional experience and skill to perform the Services; (ii) that it will provide the Services in a professional manner, consistent with the highest level of industry standards and in accordance with the CPA’s Ground Transportation Rules and Regulations; (iii) that it has and will continue to mailto:cpa.ap@portcanaveral.com mailto:jlynch@portcanaveral.com

PUR-RFP-25-2 Page 4 of 15 have during the entire Term all required professional registrations and licenses (both corporate and individual) required to perform the Services; and (iv) that it will perform the Services in an expeditious and economical manner.

C. Concessionaire shall, at its own expense and without any expense to the CPA, promptly correct or revise any deficiencies in the Services pursuant to this Agreement.

D. If, at any time during the performance of the Services or during the maximum period permitted by applicable law after completion of same, it is discovered that Concessionaire or any of its officers, directors, agents, employees, or subcontractors, has committed any intentional wrongful or negligent act, error or omission, or has failed to meet the warranties and representations contained herein, this Agreement may be terminated in accordance with Section 2.

6. WARRANTIES AND REPRESENTATIONS OF CONCESSIONAIRE.

Concessionaire hereby represents and warrants as follows:

A. It is a Florida [insert entity type], in good standing in the State of Florida, and qualified to do business in every jurisdiction in which it is required to be qualified;

B. It has full power and authority to enter into this Agreement; and

C. The execution and performance by it of its obligations under this Agreement will not constitute a breach of any other agreement or a violation of any ordinance, statute, law, or regulation to which it is a party or by which it is bound.

7. COMPLIANCE WITH LAWS. Concessionaire represents, warrants, and covenants that, as of the Effective Date and throughout the Term, it is and will remain in compliance with and abide by any and all statutes, laws, ordinances, rules and regulations promulgated by any governmental entity which are applicable to it, including rules, regulations, and policies of the

CPA.

8. FORCE MAJEURE. If an event outside of the control of a Party (including, but not limited to, storms, floods, hurricanes, tornadoes, other acts of God, acts or omissions of government authorities, wars, whether declared or undeclared, or acts of terrorism), shall occur and shall cause such Party to be unable to perform it obligations hereunder (a Party's inability to economically perform its obligations under this Agreement does not constitute an event of Force Majeure), either Party may be entitled to an extension hereunder, by promptly providing written notice to the other Party as soon as possible after the occurrence causing such delay, asserting its claim of right to such extension and the reasons therefore. If the performance of any such duty, obligation or undertaking is prevented, delayed, retarded or hindered for a period of thirty (30) days, the Party not providing such notice may terminate this Agreement without liability by delivering written notice of termination to the other Party within thirty (30) days after that date.

In the event of an occurrence as described above, Concessionaire may notify CPA in writing that it does not have the capacity to meet the demands of CPA, and CPA may, in writing, permit the utilization of subcontractors to assist Concessionaire in meeting its obligations under this Agreement, subject to any conditions CPA may impose.

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9. INSURANCE. The Concessionaire agrees to maintain on a primary basis and at its sole cost and expense, at all times throughout the duration of the Term, the following types of insurance coverage with limits and on forms (including endorsements) as described herein. These requirements, as well as CPA’s review or acceptance of insurance maintained by Concessionaire is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Concessionaire under this Agreement.

The Concessionaire shall require and ensure that each of its subcontractors providing

Services hereunder (if any) procures and maintains until the completion of their respective Services, insurance of the types and to the limits specified herein.

Concessionaire shall procure and maintain throughout the term of the contract policies of insurance from a carrier with an A.M. Best rating of “A-” or better in the following types and minimum amounts:

Worker’s Compensation Florida Statutory Coverage Statutory Limits And Employer’s Liability $500,000 each accident

Commercial General Liability $1,000,000 each occurrence Premises – Operations $2,000,000 aggregate

Business Automobile Liability $1,000,000 per occurrence for bodily injury, All Autos – Owned, Hired or Used $500,000 per person and $100,000 property damage or a combined single of $1,000,000 for both owned and non-owned vehicles.

The Commercial General Liability policy will be on an occurrence basis.

Concessionaire must list the Canaveral Port Authority as an Additional Insured on all liability policies and provide Waiver of Subrogation in favor of the CPA for all policies.

Prior to execution and commencement of any operations or Services under this Agreement, the Concessionaire shall provide CPA with current certificates of insurance evidencing all required coverage. The certificates shall clearly indicate that the Concessionaire has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section.

No material change or cancellation of the insurance shall be effective without thirty (30) days prior written notice to CPA.

The Certificate Holder shall read:

Attn.: Director, Risk Management 445 Challenger Road, Suite 301 Cape Canaveral, FL 32920

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10. INDEMNIFICATION AND DEFENSE.

A. Indemnification of CPA. Concessionaire shall indemnify, save, hold harmless, and defend the CPA, its officers, directors, employees, affiliates, successors, and assigns for all claims, suits, losses, liabilities, costs, damages or expenses of any kind, including court costs and attorneys’ fees at the trial and appellate levels, arising out of or related to: (a) the Services provided under this Agreement; (b) the negligent or willful acts or omissions of Concessionaire, its employees, contractors, or agents; (c) the breach of this Agreement by Concessionaire, its employees, contractors, or agents; and (d) property damage, bodily injury, personal injury, or wrongful death caused directly or indirectly, in whole or in part, by Concessionaire, its employees, contractors, or agents. Nothing contained herein shall require Concessionaire to indemnify the CPA from the CPA’s own negligence, or be construed to operate as a waiver of the CPA’s sovereign immunity under Section 768.28, Florida Statutes.

B. Defense and Indemnity Obligations Severable. The defense and indemnity obligations set forth above are independent and severable. In all cases in which Concessionaire has a duty to defend the CPA, the CPA shall have the right to select defense counsel.

The covenants in this Section 10 shall survive the termination or expiration of this Agreement for whatever cause.

11. CONFLICT OF INTEREST. The Concessionaire represents that it presently has no interest and shall acquire no interest, either direct or indirect, which could conflict in any manner with the performance or Services required hereunder, as provided for in Section 112.311, Florida Statutes. The Concessionaire further represents that no person having an interest shall be employed for said performance.

The Concessionaire shall promptly notify CPA in writing as provided hereinbelow, of all potential conflicts of interest for any prospective business association, interest or other circumstances which may influence or appear to influence the Concessionaire’s judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest of circumstance, the nature of the work that Concessionaire may undertake and request an opinion of CPA as to whether the association, interest or circumstance would, in the opinion of the CPA, constitute a conflict of interest if entered into by the Concessionaire. The CPA agrees to notify the Concessionaire of its opinion by certified mail within thirty (30) days of receipt of the notification by the Concessionaire. If, in the opinion of the CPA, the prospective business association, interest or circumstance would not constitute a conflict of interest by Concessionaire, the CPA shall so state in the notification and the Concessionaire shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the CPA by the Concessionaire under the terms of this Agreement.

12. NO AGENCY.

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A. Independent Contractor. It is the express intention of the Parties that Concessionaire is an independent contractor and not an employee, agent, joint venture, or partner of CPA. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CPA and Concessionaire or any employee or agent of Concessionaire. Both Parties acknowledge that Concessionaire is not an employee for state or federal tax purposes. Concessionaire shall retain the right to perform services for others during the term of this Agreement.

B. As Concessionaire is not CPA’s employee, Concessionaire is responsible for paying all required state and federal taxes, including but not limited to FICA, FUTA, SUI, Worker’s Compensation, and other employee benefits.

13. SUBCONTRACTORS. If Concessionaire, as part of the performance of its Services hereunder, is required to commission other contractors (“Subcontractor”), then the following provisions shall apply:

A. Subcontracting Approval. Prior to engaging the services of any Subcontractor, Concessionaire shall obtain CPA’s written consent, which consent may be withheld in CPA’s sole and absolute discretion.

B. Concessionaire shall direct and coordinate the services of any Subcontractor commissioned by Concessionaire.

C. Concessionaire shall bear full responsibility under this Agreement for all services of its Subcontractor(s), including but not limited to each Subcontractor’s negligent errors and omissions.

D. CPA shall have no obligation to pay, or be responsible in any way, for the payment of any monies to any Subcontractor, except as may otherwise be required by law.

E. Concessionaire shall, at a minimum, incorporate into all Subcontractor agreements provisions which are substantially similar to those provisions contained herein and which Concessionaire deems appropriate to its own interests.

F. CPA shall be a third-party beneficiary of all obligations under any subcontract between Concessionaire and any Subcontractor, however nothing contained herein or therein shall create any contractual relationship between CPA and any Subcontractor or any obligation of CPA to any Subcontractor.

14. MISCELLANEOUS.

A. Notices. All notices, consents, acknowledgments, requests, or other communications required or permitted hereunder must be in writing and delivered by: (i) hand delivery; (ii) a nationally recognized overnight delivery service; or (iii) United States Postal Service mail, certified, postage prepaid, and return receipt requested. The addresses of the Parties

PUR-RFP-25-2 Page 8 of 15 for delivery of any such notices, consents, acknowledgements, requests, or other communications are as follows:

If to Concessionaire to:

XXXXX

Address Line 1 Address Line 2 Attn.: ___________________

If to CPA to:

445 Challenger Road, Suite 301 Cape Canaveral, FL 32920 Attn.: VP, Cruise & Cargo Operations

With copy at same address to:

Attn.: VP & General Counsel or to such other address as may hereafter be designated by any Party by the giving of notice to all other Parties in accordance with this Section 14. Notices, consents, requests, acknowledgments, or other communications will be deemed delivered and received when actually hand-delivered if sent by method number (i) above; the next business day after if sent by method number (ii) above; and three (3) days after mailing if sent by method number (iii) above.

B. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Florida.

C. Venue; Consent to Jurisdiction. Each Party hereto: (i) agrees and consents to the exclusive jurisdiction of the court of competent jurisdiction located in Brevard County, Florida with respect to any claim or cause of action, whether in law or equity, arising under or relating to this Agreement; and (ii) waives trial by jury and any objection based on forum non conveniens and venue.

D. Assignment. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by Concessionaire without the prior written consent of the CPA. Any attempted assignment, transfer, or encumbrance by Concessionaire without the CPA’s prior written consent shall be null and void.

E. Amendments. This Agreement may not be amended, changed, modified, or altered except in writing executed by all Parties with the same formality as this Agreement is executed.

F. Entire Agreement. This Agreement embodies the entire understanding and agreement among the Parties pertaining to the subject matter hereof.

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G. Binding Effect. This Agreement is binding upon, will inure to the benefit of, and will be enforceable by and against all the Parties and their respective heirs, legal representatives, successors and permitted assigns.

H. Severability. If any provision of this Agreement is, to any extent, held invalid, illegal or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining part of such provision, and the validity, legality, and enforceability of the other provisions hereof, will not be affected thereby.

I. Waiver. No waiver of any breach of any covenant, agreement, or undertaking contained herein will operate as a waiver of any subsequent breach of the same covenant, agreement, or undertaking or as a waiver of any breach of any other covenant, agreement or undertaking.

J. Further Assurances. Each of the Parties agrees to execute, deliver, acknowledge, or supply such further documents, instruments, and assurances as are reasonably necessary or appropriate to carry out the full intent and purposes of this Agreement.

K. Audit. CPA shall be entitled to audit the books and records of Concessionaire to the extent such books and records relate to the performance of this Agreement. Such books and records shall be maintained by the Concessionaire for a period of five (5) years from the date of final payment under this Agreement unless a shorter time is authorized in writing.

L. Equal Employment Opportunity. In connection with performing its obligations under this Agreement, Concessionaire shall not discriminate against any employee or applicant for employment because of race, ethnicity, age, creed, color, gender, religion, physical disability, or national origin. Concessionaire will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, ethnicity, age, creed, color, gender, religion, physical disability, or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Concessionaire shall insert this provision in all Subcontractor agreements pertaining to the Services under this Agreement except for any subcontract agreement for standard commercial supplies or raw materials necessary to perform the Services.

M. Dispute Resolution. Before filing any lawsuit against the other Party to this

Agreement, the Parties shall use their best efforts to resolve amicably any dispute or claim arising out of or relating to this Agreement.

N. Public Records. Unless exempt from public access by Article I, Section 24(a) of the Florida Constitution or Section 119.07, Florida Statutes, Concessionaire shall, in accordance with Section 119.07, Florida Statutes, allow public access to all documents, papers, letters, or other material made or received by Concessionaire in conjunction with this Agreement.

Concessionaire’s failure to do so shall constitute cause for the CPA to terminate this Agreement.

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IF THE CONCESSIONAIRE HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONCESSIONAIRE’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF

PUBLIC RECORDS AT (321) 783-7831,

<publicrecords@portcanaveral.com>, or 445 Challenger Road, Suite 301, Cape Canaveral, FL 32920, Attn.: Assistant Director, Records, Archives and History.

O. Attorneys’ Fees and Expenses. Each of the Parties hereto will be responsible for his, her, or its own attorneys’ fees and expenses in connection with the negotiation, drafting, and execution of this Agreement. If any action relating to this Agreement is brought by either Party hereto against the other Party, the predominantly prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and disbursements, at the trial and appellate levels.

P. Authority to Act. Any person executing this Agreement in a representative capacity on behalf of any Party, hereby represents and warrants that it has implied or express authority to enter into this Agreement on behalf of such Party which it represents.

Q. Time. In computing any period of time prescribed or allowed by this Agreement, the day of the act, event, or default from which the designated period of time begins to run will not be included. The last day of the period so computed will be included, unless it is a Saturday, Sunday or legal holiday according to the applicable state’s law, in which event the period will run until the end of the next day which is not a Saturday, Sunday or legal holiday.

R. Remedies Cumulative. Except as otherwise expressly provided herein, all rights, powers and privileges conferred hereunder upon any Party are cumulative and not restrictive of those given by law. No remedy herein conferred is exclusive of any other available remedy; but each and every such remedy is cumulative and is in addition to every other remedy given by agreement or now or hereafter existing at law, in equity or by statute.

S. Construction. The Parties agree and acknowledge that each contributed to the drafting of this Agreement and any agreements, instruments, or other documents executed in connection herewith. None of those agreements, instruments, or documents will be construed against or interpreted to the disadvantage of any Party hereto by reason of such Party having structured, initially prepared or drafted any agreement, instrument, or document.

T. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the Parties hereto and such successors and assigns, any legal or equitable rights hereunder.

U. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which will constitute an original and all of which will constitute one agreement. Execution and delivery of this Agreement by electronic exchange bearing the copies mailto:publicrecords@portcanaveral.com

PUR-RFP-25-2 Page 11 of 15 of a Party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such Party.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written below.

“CPA”:

CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida

By: ____________________________ Captain John W. Murray Port Director and CEO

Date: ________________________, 2025

[SIGNATURES CONTINUED NEXT PAGE]

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“CONCESSIONAIRE”:

XXXXX, a [entity type], By: ________________________

Name: ________________________

As Its: ________________________

Date: _______________, 2025

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EXHIBIT “A”

Services

[To be provided by CPA]

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EXHIBIT “B”

Annual Franchise Fee

[To be provided by CPA]