HomeMy Public PortalAbout2020 AgreementPROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
BEEFREE, LLC D/BIA FREEBEE
THIS AGREEMENT (this "Agreement") is made effective as of the i day of _July
2020 (the "Effective Date"), by and between the VILLAGE OF KEY.BISCAYNE, FLORIDA, a Florida
municipal corporation, whose principal address is 88 West McIntyre Street, Key Biscayne, FL 33149 (the
"Village"), and BEEFREE, LLC D/B/A FREEBEE, a Florida limited liability company, whose principal
address is 2312 N. Miami Avenue, Miami. FL 33127 (the "Contractor").
WHEREAS, the Contractor will perform mobile -based, on -demand and circulator transportation
services for the Village, as further described in Exhibit "A" attached hereto (the "Services"); and
WHEREAS, the Contractor has provided similar services within the Village's jurisdictional limits
pursuant to a Master Services Agreement (the "MSA") between the Contractor and the Key Biscayne
Community Foundation, Inc. (the "Foundation") dated January 23, 2018; and
WHEREAS, the Village and the Foundation have agreed to transfer the management of the
Services to the Village; and
WHEREAS, the Contractor has proposed to the Village similar terms and conditions for the
Services; and
WHEREAS, the Village desires to engage the Contractor to perform the Services and deliverables
as specified herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
the Contractor and the Village agree as follows:
1. Scope of Services.
1,1. Contractor shall provide the Services set forth herein and in Exhibit "A" in a professional manner
and in accordance with all federal, state, and local laws.
1.2, Contractor will provide a specified number of "Freebee" electric vehicles with fill! doors and
windows (the -Vehicles"), in accordance with Exhibit "A", which will be exclusively dedicated
to the Village for the term of this Agreement.
1.3. Contractor will operate the Vehicles in the Village's designated service area ("Designated Service
Area") as set forth in the map attached hereto as Exhibit `'B."
1.4. Contractor shall furnish all reports, documents, and information obtained pursuant to this
Agreement, and recommendations during the term of this Agreement (hereinafter "Deliverables")
to the Village.
2. Term/Commencement Date.
2.1. The term of this Agreement shall be from the Effective Date through three (3) years thereafter
("Initial Term"). unless earlier terminated in accordance with Paragraph 8. After the Initial Term,
this Agreement may be renewed for additional one-year terms ("Renewal Terms") upon mutual
agreement of the Parties.
2.2. Contractor agrees that time is of the essence and Contractor shall complete the Services within the
term of this Agreement. unless extended by the Village Manager in writing.
2.3. This Agreement is subject to the conditions precedent that: (1) Village funds are available.
appropriated, and budgeted for the Services; (ii) the Village secures and obtains any necessary
proceeds, grants or loans for the accomplishment of the Services pursuant to any borrowing
legislation adopted by the Village Council relative to the Services: and (iii) the Village Council
enacts legislation or other necessary Resolutions, which awards and authorizes the execution of
this Agreement.
3.
Compensation and Payment.
3.1. The Village agrees to pay the Contractor for the Services rendered in accordance with the terms
set forth in Exhibit "A". attached hereto and incorporated herein.
3.2. Contractor shall deliver an invoice. along with any other reports required under this Agreement,
to Village no more often than once per month detailing the Services completed, ridership data, the
amount due to Contractor. and the amount of any advertising subsidy. Fees shall be paid in arrears
each month, pursuant to Contractor's invoice. which shall be based upon the rates set forth in
Exhibit `A." The Village shall pay the Contractor in accordance with the Florida Prompt Payment
Act after approval and acceptance of the Services by the Village Manager. Invoices submitted
without the required back up material or information may result in delayed payment.
Suhcontractork.
4.1. The Contractor shall be responsible for all payments to any subcontractors and shall maintain
responsibility for all work related to the Services.
4.2. Contractor may only utilize the services of a particular subcontractor with the prior written
approval of the Village Manager, which approval may be granted or withheld in the Village
Manager's reasonable discretion.
5. Village's Responsibilities.
5.1. The Village will provide three (3) covered parking spaces and two (2) uncovered parking spaces
("Designated Parking") for the Vehicles for the Term of this Agreement. at no cost to Contractor.
Contractor shall use only the Designated Parking to park or store Vehicles. Contractor must not
park or store Vehicles in non -designated. Village -owned property, unless otherwise expressly
authorized in writing by the Village.
5.2. Village shall make available any information, documents, or other data pertinent to the Services
and in possession of the Village, upon written request of the Contractor.
5.3. Upon Contractor's request, Village shall reasonably cooperate in arranging for access to data or
personnel as required for Contractor to perform the Services.
6.
Contractor's Responsibilities; Representations and Warranties.
6.1. The Contractor shall exercise the same degree of care. skill and diligence in the performance of
the Services as is ordinarily provided by a Contractor under similar circumstances. if at any time
during the term of this Agreement or within two (2) years from the completion of this Agreement,
it is determined that the Contractor's Deliverables or Services are incorrect. not properly rendered,
defective, or fail to conform to the Services as described within this Agreement, upon written
notification front the Village Manager, the Contractor shall at Contractor's sole expense, correct
its Deliverables or, if during the term of this Agreement. its Services within fourteen (14) days of
receiving such written notification.
6.2. The Contractor hereby warrants and represents that at all times during the term of this Agreement it
shall maintain in good standing all required licenses, certifications and permits required under Federal,
State and local laws applicable to and necessary to perform the Services for Village as an independent
contractor of the Village.
6.3. The Contractor further wan -ants and represents that it has the required knowledge, expertise, and
experience to perform the Services and carry out its obligations under this Agreement in a
professional and first class manner.
6.4. The Contractor represents that is an entity validly existing and in good standing under the laws of
Florida. The execution, delivery and performance of this Agreement by Contractor have been duly
authorized, and this Agreement is binding on Contractor and enforceable against Contractor in
accordance with its terms. No consent of any other person or entity to such execution. delivery
and performance is required.
7. Conflict of Interest. To avoid any conflict of interest or any appearance thereof. Contractor shall not,
for the term of this Agreement, provide any Services similar to those provided pursuant to this
Agreement to any private sector entities with any current or foreseeable adversarial issues in the
Village. For the purposes of this section "adversarial" shall mean any issues where staff is
recommending denial or denied an application for permitting or zoning, or an administrative appeal or
court action wherein the Village is a party.
& Termination.
8.1. The Village Manager, without cause. may terminate this Agreement upon thirty (30) calendar days
written notice to the Contractor, or immediately with cause if contractor fails to cure any breach
after written notice with fourteen (14) day opportunity to cure.
8.2. Upon receipt of the Village's written notice of termination for convenience, Contractor shall stop
providing Services after fourteen (14) calendar days, unless otherwise directed by the Village
Manager.
8,3. Contractor, without cause. may terminate this Agreement upon one hundred eighty (180) calendar
days written notice to the Village. or upon thirty (30) calendar days written notice with cause if
Village fails to cure any material breach after written notice with fourteen (14) calendar days
opportunity to cure.
8.4. The Contractor shall be paid for all Services accepted by the Village Manager up to the date of
termination. provided that the Contractor has first complied with the provisions of Paragraph 8.5.
J.�
8.5. The Contractor shall transfer all books, records, reports. working drafts. documents. maps. and
data pertaining to the Services to the Village, in a hard copy and electronic format within fourteen
(14) days from the date of written notice of the termination or expiration of this Agreement.
9. Insurance.
9.1. Contractor shall secure and maintain throughout the duration of this Agreement insurance of such
types and in such amounts not less than those specified below as satisfactory to the Village, naming
the Village as an Additional Insured, underwritten by a firm rated A -X or better by A.M. Best and
qualified to do business in the State of Florida. The insurance coverage shall be primary insurance
with respect to the Village. its officials, employees, agents, and volunteers naming the Village as
additional insured. Any insurance maintained by the Village shall be in excess of the Contractor's
insurance and shall not contribute to the Contractor's insurance. The insurance coverages shall
include at a minimum the amounts set forth in this section and may be increased by the Village as
it deems necessary or prudent. In the event that the Village deems an increase in coverage
necessary or prudent. it shall provide Contractor with a thirty (30) day written notice of any
changes to insurance obligations that the Village requires. Contractor will comply with such a
request prior to expiration of the notice period unless the insurance coverage is not then readily
available in the national market and may request additional compensation from the Village for any
increased premiums incurred as a result of any such change, accompanied by justification.
Notwithstanding the foregoing, should the Village require any changes to Contractor's insurance
obligations during this Agreement, Contractor shall have the right to terminate this Agreement
with cause without penalty or further obligation if the Village declines to provide Contractor with
additional compensation requested by Contractor in connection with such increased premiums for
insurance coverage.
9.1.L.Commercial General Liability coverage with limits of liability of not less than a $1.000,000
per Occurrence combined single limit for Bodily Injury and Property Darnage. This Liability
Insurance shall also include Completed Operations and Product Liability coverages and
eliminate the exclusion with respect to property under the care, custody and control of
Contractor. The General Aggregate Liability limit and the Products/Completed Operations
Liability Aggregate limit shall be in the amount of 53.000,000 each.
9.1.2.Workers Compensation and Employer's Liability insurance. to apply for all employees for
statutory limits as required by applicable State and Federal laws. The policy(ies) must include
Employer's Liability with minimum limits of 5500.000 each accident. No employee,
subcontractor or agent of the Contractor shall be allowed to provide Services pursuant to this
Agreement who is not covered by Worker's Compensation insurance.
9.1.3.Business Automobile Liability with minimum limits of 53.000.000 per occurrence, combined
single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form
no more restrictive than the latest edition of the Business Automobile Liability policy, without
restrictive endorsements. as filed by the Insurance Service Office, and must include Owned,
Hired. and Non -Owned Vehicles.
9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village. reflecting the
Village as an Additional Insured (except with respect to Professional Liability Insurance and
Worker's Compensation Insurance), no later than ten (10) days after award of this Agreement and
prior to the execution of this Agreement by Village and prior to commencing Services. Each
certificate shall include no less than (30) thirty -day advance written notice to Village prior to
cancellation, termination, or material alteration ot'said policies or insurance. The Contractor shall
be responsible for assuring that the insurance certificates required by this Section remain in full
force and effect for the duration of this Agreement, including any extensions or renewals that may
be granted by the Village. The Certificates of Insurance shall not only name the types of poiicy(ies)
provided, but also shall refer specifically to this Agreement and shall state that such insurance is
as required by this Agreement. The Village reserves the right to inspect and return a certified copy
of such policies, upon written request by the Village. It' a policy is due to expire prior to the
completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30)
calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed
with a provision that not less than thirty (30) calendar days' written notice shall be provided to the
Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s)
is subject to approval of the Village.
9.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker's
Compensation Insurance, the Village is to be specifically included as an Additional Insured for
the liability of the Village resulting from Services performed by or on behalf of the Contractor in
performance of this Agreement. The Contractor's insurance. including that applicable to the
Village as an Additional Insured, shall apply on a primary basis and any other insurance
maintained by the Village shall be in excess of and shall not contribute to the Contractor's
insurance. The Contractor's insurance shall contain a severability of interest provision providing
that, except with respect to the total limits of liability. the insurance shall apply to each Insured or
Additional Insured (for applicable policies) in the same manner as if separate policies had been
issued to each.
9.4. Deductibles. All deductibles or self -insured retentions must be declared to and be reasonably
approved by the Village. The Contractor shall be responsible for the payment of any deductible or
self -insured retentions in the event of any claim.
9.5. Waiter of Subrogation. The Contractor's insurance policies shall include a blanket waiver of
subrogation endorsement in favor of the Village.
9.6. The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination. During the terns of this Agreement, Contractor shall not discriminate against any
of its employees or applicants for employment because of their race, color, religion, sex, or national
origin, and will abide by all Federal and State laws regarding nondiscrimination.
11. Attornevs Fees and Waiver of Jury Trial.
11.1. In the event of any litigation arising out of this Agreement, the prevailing party shall he
entitled to recover its attorneys' fees and costs. including the fees and expenses of any paralegals,
law clerks and legal assistants, and including fees and expenses charged for representation at both
the trial and appellate levels.
11.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT,
EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY.
12. Indemnification.
12.1. Contractor shall indemnify and hold harmless the Village, its officers, agents and
etnployees, from and against any and all demands, claims. losses, suits, liabilities, causes of action,
judgment or damages, arising from Contractor's performance or non-performance of any provision
of this Agreement, including, but not limited to. liabilities arising from contracts between the
Contractor and third parties made pursuant to this Agreement. Contractor shall reimburse the
Village for all its expenses including reasonable attorneys' fees and costs incurred in and about
the defense of any such claim or investigation and for any judgment or damages arising from
Contractor's performance or non-performance of this Agreement.
12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor
shall anything included herein be construed as consent to be sued by third parties in any matter
arising out of this Agreement or any other contract. The Village is subject to section 768.28,
Florida Statutes, as may be amended from time to time.
12.3. The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and
shall be deemed to have been properly given if transmitted by hand -delivery, by registered or certified
mail with postage prepaid return receipt requested. or by a private postal service, addressed to the
parties (or their successors) at the addresses listed on the signature page of this Agreement or such other
address as the party may have designated by proper notice.
14. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper
exclusively in Miami -Dade County, Florida.
15.
16.
Entire A2reementiModification/Amendment.
15.1. This writing contains the entire Agreement of the parties and supersedes any prior oral or
written representations. No representations were made or relied upon by either party. other than
those that are expressly set forth herein.
15.2. No agent, employee, or other representative of either party is empowered to modify or
amend the terms of this Agreement, unless executed with the same formality as this document.
Ownership and Access to Records and Audits.
16.1. Contractor acknowledges that all inventions, innovations, improvements, developments.
methods, designs. analyses, drawings. reports. compiled information, and alt similar or related
information (whether patentable or not) which specifically and exclusively relate to Services to
the Village which are conceived. developed or made by Contractor during the term of this
Agreement ("Work Product") belong to the Village.
16.2. Contractor agrees to keep and maintain public records in Contractor's possession or control
in connection with Contractor's performance under this Agreement. The Village Manager or her
designee shall. during the term of this Agreement and for a period of three (3) years from the date
of termination of this Agreement, have access to and the right to examine and audit any records of
the Contractor involving transactions related to this Agreement. Contractor additionally agrees to
comply specifically with the provisions of Section 119.0701, Florida Statutes. Contractor shall
ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed, except as authorized by law, for the duration of the
Agreement, and following completion of the Agreement until the records are transferred to the
Village.
163. Upon request from the Village's custodian of public records. Contractor shall provide the
Village with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided by Chapter 119. Florida Statutes.
or as otherwise provided by law.
16.4. Unless otherwise provided by law, any and all records, including but not limited to reports.
surveys, and other data and documents provided or created in connection with this Agreement are
and shall remain the property of the Village.
16.5. Upon completion of this Agreement or in the event of termination by either party, any and
all public records relating to the Agreement in the possession of the Contractor shall be delivered
by the Contractor to the Village Manager. at no cost to the Village, within fourteen (14) days. All
such records stored electronically by Contractor shall be delivered to the Village in a format that
is compatible with the Village's information technology systems. Once the public records have
been delivered upon completion or termination of this Agreement, the Contractor shall destroy
any and all duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements.
16.6. Any compensation due to Contractor shall be withheld until all records are received as
provided herein.
16.7. Contractor's failure or refusal to comply with the provisions of this section shall result in
the immediate termination of this Agreement by the Village.
16.8. Contractor shall notify Village and label or otherwise identify any and all materials and
records which would be trade secrets or proprietary information that would be exempt as defined
by Florida Statutes and provide a sworn affidavit from a person with personal knowledge attesting
that the exempted documents constitute trade secrets within the meaning of Section 812.081,
Florida Statutes, and stating the factual basis for the same. Pursuant to Section 815.045, F.S., the
Village shall not disclose and shall maintain the confidentiality of any records which constitute a
trade secret or proprietary information as defined by Florida Statutes.
16.9. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Peter
Kulpa, Interim Village Clerk, 88 West McIntyre Street, Key Biscayne,
FL 33149, Telephone number: 305-365-5506, Email:
pkulpa@keybiscayne.fl.gov.
17. Nonassignability. This Agreement shall not be assignable by Contractor unless such assignment is first
approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise
of the Contractor, and such firm's familiarity with the Village's area, circumstances and desires.
18. Severability. if any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby. and each remaining term
and provision of this Agreement shall be valid and he enforceable to the fullest extent permitted by law.
19. Independent Contractor. The Contractor and its employees, volunteers and agents shall be and remain
an independent contractor and not an agent or employee of the Village with respect to all of the acts
and services performed by and under the terms of this Agreement. This Agreement shall not in any
way be construed to create a partnership, association or any other kind of joint undertaking, enterprise
or venture between the parties.
20. Compliance with Laws. The Contractor shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and
in particular shall obtain all required permits from all jurisdictional agencies to perform the Services
under this Agreement at its own expense.
21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with
respect to any conduct of the other which is in violation of the terms of this Agreement shall not be
construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct.
22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the
date of the terns of the Agreement, shall survive termination of the Agreement, shalt remain in full force
and effect unless and until the terms or conditions are completed and shall be fully enforceable by either
party.
23. Prohibition of Contingency Fees. The Contractor warrants that it has not employed or retained any
company or person. other than a bona fide employee working solely for the Contractor. to solicit or
secure this Agreement, and that it has not paid or agreed to pay any person(s), company. corporation.
individual or firm, other than a bona fide employee working solely for the Contractor, any fee,
commission, percentage. gift, or any other consideration. contingent upon or resulting from the award
or making of this Agreement.
24. Public Entity Crimes Affidavit. Contractor shall comply with Section 287.133, Florida Statutes
(Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference,
including execution of any required affidavit.
25. Force Majeure. Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of there, is delayed or prevented by Force
Majeure. Force Majeure shall include, but not be limited to, hostility revolution, civil commotion,
epidemic, fire. flood, hurricane or tropical storm, earthquake, explosion, or any act of God: provided
that the cause whether or not enumerated in this Section is beyond the reasonable control and without
the fault or negligence of the party seeking relief under this Section.
26. Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed an original and such counterparts shalt constitute one and the same instrument.
27. Non -Exclusive Agreement. The Village reserves the right to procure or acquire similar services from
another provider while this Agreement is in full force and effect.
[Remainder of page intentionally left blank. Signature pages follow.'
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to he executed the day and year as first
stated above.
VIIA.,A(;E OF KEY BISC_.AYNE
By:
Andrea Agha
Village Manager
Attest:
By:
Peter J.
Interim
'Ierk
Approved as to form and legal sufficiency:
By:
Weiss Serota Helfman Cole & Bierman. P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (facsimile)
aaghagkeybiscayne.fl.gov (email)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard. Suite 700
Coral Gables. FL 33134
cfriedman@wsh-law.com (email)
CONTRACTOR
By:
Name- - .son Spiegel
Tit lanaging Partner
ity: Beefree, LL..0
•ware
N�R)../
Addresses for Notice:
Jason Spiegel
Managing Partner
Beefree, LLC
2312 North Miami Avenue
Miami, FL 33127
305-35 - tJ.5O (telephone)
3 o ' ;VI b ' 3&3 (facsimile)
Jason@ridefreebee.com (email)
With a copy to:
Bradley F. Zappala, Esq.
Switkes & Zappala, P.A.
407 Lincoln Road. PH SE
Miami Beach. FL 33141
305-534-4757 (telephone)
305-538-5504 (facsimile)
bzappala(irlswitkeslaw.com (email)
EXHIBIT "A"
Scope of Services
The Contractor will provide a mobile -based, on -demand and circulator transportation services ("On -
Demand Services") within the Village of Key Biscayne utilizing five (5) 2016 or newer Polaris GEM E6
electric vehicles with full doors and windows that seat up to six (6) individuals at any given time, with at
least one (1) E6 vehicle being wheelchair -accessible (collectively, the "Vehicles"). The Village
acknowledges and accepts that wheelchair accessible vehicles may seat less than (6) individuals when a
wheelchair is in use.
Ali vehicles. including wheelchair accessible vehicles, must meet all safety and mechanical standards
established by Federal, State, County, and local law. rules, or regulations. Wheelchair accessible vehicles
shall be equipped to allow for the safe loading, securing, and travel of passengers who use wheelchairs
based on the vehicle's wheelchair capacity and in compliance with the specifications and regulations set
forth by the FTA for wheelchair accessible vehicles. The wheelchair accessible vehicles will be either lift
or ramp equipped to accommodate wheelchairs and shall have a manual backup to its lift system as required
by the ADA. The lift shall incorporate an emergency method of deploying, lowering to ground level with
a lift occupant, and raising and stowing the empty lift if the power to the lift fails.
The terms of operating the Vehicles are as follows:
1) The Vehicles will be dedicated exclusively to serving individuals within the Village of Key Biscayne
jurisdictional limits.
2) The Contractor will operate the Vehicles from Sunday to Thursday from 8:00 am to 8:00 pm; Fridays
from 8:00 am to 10:00 pm; and Saturdays from 10 am to 10 pm (the "Operating Hours"). Contractor
will take all reasonable steps to limit driver break times to downtimes in service. Operating Vehicles
will be staggered such that no Vehicle will operate for longer than ten (10) hours in a single day. A
minimum of two (2) Vehicles will be in operation at all times during the Operating Hours. The
Operating Hours set forth herein may be reasonably adjusted from time to time by mutual written
agreement of the Parties hereto.
3) The Contractor agrees that at all times during the Operating Hours, at least one (1) wheelchair -
accessible Vehicle will be available to accommodate passengers upon request, and Contractor will
operate any ramping systems or other available accommodation -related systems should such
accommodations be requested.
4) The Contractor will operate four (4) Vehicles ("On -Demand Vehicles") within the Village, which will
consist of various pick-up and drop-off stops as designated by riders within the Designated Service
Area at all tunes during the Operating Hours (weather and conditions permitting) with the exception of
times when drivers are on any company -approved breaks. To the extent reasonably possible, break
times should be staggered to limit the total number of Vehicles out of operation at any given time during
the Operating Hours.
5) The Contractor will operate one (1) Vehicle on a set "loop" route within the jurisdictional limits of the
Village as set forth in Exhibit "C" (the "KB Loop").
6) In the event any particular On -Demand Vehicle has no pending ride requests. the Vehicle will be set to
run the KB Loop until a ride request is received.
7) On occasion, the Village may request the Contractor to operate outside the normal Operating Hours or
increase the number of Vehicles servicing the Village in response to a special event. in such cases, the
Village will request a quote for the additional services utilizing the hourly rates established below. In
no event shall the quote utilize a rate that exceeds the maximum hourly rate established per Vehicle
provided for below.
8) As compensation for the services above, the Village shall pay the Contractor at the following rates:
a) Village shall pay a maximum hourly rate of $23.12 per Vehicle provided the Village maintains the
level of service at 70 hours per week per Vehicle. Any additional hours. previously approved by
the Village, will be billed at a maximum of $23.12 per hour per Vehicle.
9) The Contractor will provide drivers for the Vehicles that will communicate public service
announcements as may be communicated by the Village to Contractor from time to time.
10) The Contractor will assist the Village in developing a marketing plan to encourage ridership on the
Vehicles during the term of the Agreement. including the creation of promotional brochures at no
additional cost to the Village.
11) Beginning with the second month of -the term of the Agreement and continuing for each month of the
term thereafter. Contractor will provide the Village with a monthly report showing data and analytics
related to ridership and operations of the Vehicles for the preceding month(s). Contractor will provide
these reports with each monthly invoice starting the second month of the term. At a minimum and in
addition to any other reporting requirements required by this Agreement, the monthly report shall
include data, segregated by on -demand and circulator services, relating tee
a) 'Total hoardings per month;
b) Average weekday boardings (i.e., the number of boardings on a specific route on a typical
weekday);
c) Average weekday net operating cost (i.e., the total route cost, minus any revenues received from
riders, divided by 255 (number of weekdays in a year));
d) Scheduled revenue miles (i.e., the total scheduled number of miles per route per day), which should
be calculated by the number of miles per roundtrip multiplied by the number of trips scheduled;
and
e) Operations and maintenance (O&M) costs. which shall include the total cost of operations and
maintenance per month.
12) If State and local law allow for Contractor to sell advertising space on the Vehicles at any time during
the term, and provided Contractor is able to sell such advertising space, Contractor may enter into
separate agreements with advertisers for the placement of advertising on the Vehicles. Any advertising
revenue generated from the sale of advertising on the Vehicles during the Term shall he divided equally
between Contractor and the Village, with each entitled to 50% of advertising revenue that is generated
and actually received by Contractor. The Village shall be permitted to apply its share of such revenue.
if any, towards subsidizing the total payment for the Services provided by Contractor hereunder. At
any time, Village may request copies of advertising agreements entered into for the placement of
advertising on the Vehicles and Contractor will furnish said copies within fifteen (15) calendar days.
Pursuant to section 9.1.3 of the Agreement. the Village has required Freebee to provide Business
Automobile Liability insurance with minimum limits of $3.000.000 per occurrence instead of
$1,000,000 per occurrence, combined single limit for Bodily Injury and Property Damage. The parties
have agreed that the difference in cost between the $1.000,000 and the $3,000.000 per occurrence
minimum limit (the "Increased Insurance Cost"), will be absorbed by Freebee. During each year of this
Agreement, if there are advertising revenues generated, Freebee shall retain the first $17,640 of
advertising revenue to cover the Increased Insurance Cost and thereafter, all advertising revenues shall
be divided equally between the Village and Freebee. in the event that there no advertising revenues
generated, Freebee shall be responsible for payment of the entire Increased Insurance Cost. Nothing in
this paragraph should be deemed to constitute a guarantee that Contractor will sell such advertising
space or generate any revenue by selling advertising on the Vehicles during the term, and the Village
expressly acknowledges that no such guarantee has been made by Contractor.
13) With each invoice to the Village. Contractor will attach a record of invoices for any advertising
agreements entered into in connection with the Vehicles as backup to support any credit to the Village.
However, Contractor shall be under no obligation to make any payment or provide any credit to the
Village until such time. and only to the extent, that payment of an invoice for advertising on the
Vehicles is actually received by Contractor.
EXHIBIT "B"
Map of Designated Service Area
Village of Key Biscayne £lap
Village_af_Key_Biscayne -
Municipai_L,imits
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Property_Tax_Point
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Miami -Dade County, Esri, HERE, Garman, INCREMENT P, USGS, METI/NASA, EPA, USDA
EXHIBIT i'C"
Key Biscayne Loop Route
sj
d
FreeBee Routes
VILLA •• ••▪ 000 •
Lt •UAA1
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l .
e r DCCAN vi
O•
■N11AALO Sty
■NODo1111 Skill, MIST
.ONTO
SLAYS
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1AAAN0 .0)410
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A.7
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ttA•11 STA
occiS,ItIA
OCEANS
01 •EACN GLOB
°HAAS ••• r,
*0.00 ••1 7,
11171 C••170.1
701 .•Y0•
..ACM CLUB
04111 7l• VIVA.
CAI■ •1A CLUB 11•.t
e
OCACN GLOB
CASA D.L ■AA
NAB •0D*
7OMYN0N11
70MTA• Of •11
VILLAGE OF KEY BISCAYNE, FL
Legend
O`J Beach Drop Ott
Existing FreeBee STOPS
--- busting f reeBee ROUT E
Beach 01op-OH Route
a Bus Stops
0 3e0
110+••0 nets 1`1^0•.
U•Mn by AN