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Home My Public Portal About2023-53 Approving a first amendment to the agreement with Beefree D/B/A FreebeeRE S O L U T IO N N O . 2 0 2 3 -5 3 A RE S O L U T I O N O F T H E V IL L A G E C O U N C IL O F T H E V IL L A G E O F KE Y B I S C A Y N E , F L O RI D A , A P P R O V IN G A F IR S T A M E N D M E N T T O T H E P R O F E S S I O N A L S E R V I C E S A G RE E M E N T W IT H B E E F RE E , L L C D /B /A F RE E B E E T O P R O V I D E T H RE E (3 ) A D D I T I O N A L O N -D E M A N D T RA N S I T V E H I C L E S I N A N A M O U N T N O T T O E X C E E D $3 0 4 ,6 2 3 A N N U A L L Y ; P R O V ID I N G F O R A U T H O RI Z A T I O N ; A N D P R O V ID I N G F O R A N E F F E C T IV E D A T E . W H E RE A S , on June 6, 2023, the Village of Key Biscayne (the "Village") selected BeeFree, LLC d/b/a FreeBee (the "Contractor") for the provision of on-demand transit services in the Village (the "Services") pursuant to Request for Proposal No. 2023-02 and authorized the Village Manager to negotiate and execute an agreement with the Contractor; and WHEREAS, the Contractor currently provides the Services to the Village utilizing six (6) on-demand transit vehicles at a cost of $101,541 annually per vehicle, for a total amount not to exceed $609,246 annually; and WHEREAS, the Village was recently awarded a Public Transit Service Development Program Grant (the "Grant") by the Florida Department of Transportation ("FDOT") in the amount of $166,679 to expand the Services offered by the Village through the Contractor, which the Village will match using $166,679 in Citizens Independent Transportation Trust (CITT) surtax proceeds; and WHEREAS, the Village desires to expand the Services by adding three (3) additional on demand transit vehicles to the Services (the "Additional Services") and incorporate various Grant terms and conditions required by FDOT; and WHEREAS, the Village Council desires to authorize the Village Manager to enter into a First Amendment (the "Amendment") to the Agreement to provide the Additional Services in an amount not to exceed $304,623 annually, for a total amount not to exceed $913,869 annually, and in c o rp o ra te v a rio u s G ra n t te rm s a nd con dition s req u ired by F D O T ; an d WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Section 2. Amendment Approved. That the Amendment between the Village and the Contractor, in substantially the form attached hereto as Exhibit "A," is hereby approved. Section 3. Authorization. That the Village Council hereby authorizes the Village Manager to execute the Amendment with the Contractor, in substantially the form attached hereto as Exhibit "A," in an amount not to exceed $304,623 annually, for a total amount not to exceed $913,869 annually, subject to the availability of Grant funding and the final approval of the Village Attorney as to form, content, and legal sufficiency. Section 4. adoption. Effective Date. That this Resolution shall be effective immediately upon PASSED and ADOPTED this 29th day of ~A=u=g=u=st , 2023. ATTEST: 1~~-ho~ VILLAGE CLERK Page 2 of 3 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: WE ISS SEROTA HELFMAN COLE & BIERM AN, P .L. VILLAGE ATTORN EY Page 3 of3 FIRST AM ENDM ENT TO PROFESSIONAL SERVICES AGRE EM ENT BETW EEN THE VILLAGE OF KE Y BISCAYN E AND BEEFRE E, LLC D/B / A FRE EBEE THIS FIRST AM ENDM ENT to the Professional Services Agreement (Contract No. 2023-02) (the "First Amendment") is entered into as of the_ day of , 2023 (the "Effective Date of First Amendment"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and BEEFREE, LLC D/B/A FREEBEE, a Florida limited liability company (the "Contractor"). Collectively the Village and the Contractor shall be referred to as the "Parties." WHEREAS, on June 6, 2023, the Village selected the Contractor for the provision of on demand transit services in the Village (the "Services") pursuant to Request for Proposal No. 2023- 02 and authorized the Village Manager to negotiate and execute an agreement with the Contractor; and WHEREAS, on July 6, 2023, the Village and Contractor entered into a Professional Services Agreement (Contract No. 2023-02) (the "Agreement") for the Services; and WHEREAS, the Village was recently awarded a Public Transit Service Development Program Grant ( the "Grant") by the Florida Department of Transportation ("FDOT") in the amount of $166,679 to expand the Services offered by the Village through the Contractor; and WHEREAS, in order to accept the Grant, the Village must comply with the terms and conditions of Public Transportation Grant Agreement No. G2M87 (the "Grant Agreement") with FDOT, attached hereto and incorporated herein by this reference as Exhibit "A"; and WHEREAS, the Village wishes to expand the scope of the Services and incorporate various requirements of the Grant Agreement into the Agreement; and WHEREAS, the Village and Contractor wish to modify the terms of the Agreement in accordance with the terms and conditions set forth in this First Amendment. NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the Village and Contractor agree as follows: 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. 2. Grant Agreement Incorporated. Contractor shall assist the Village in meeting the requirements of the Grant Agreement with FDOT, attached hereto as Exhibit "A," as it relates to the Contractor's provision of the Services to the Village. Page 1 of 5 3. Amendment of Paragraph 3 of the Agreement. Paragraph 3 of the Agreement is hereby amended as follows: 3.1. Compensation to the Contractor for the provision of the Services utilizing six vehicles provided by Contractor shall be in accordance with the Rate Schedule attached hereto as Exhibit "D" in an amount not to exceed $609,246 annually. Upon written request by the Village Manager to expand the Services, the Village shall compensate the Contractor in an amount not to exceed $304,623 annually for the addition of three vehicles in the provision of the Services in accordance with the Rate Schedule attached hereto as Exhibit "D," subject to the availability of budgeted funds and/or grant funding. Payments to the Contractor shall be made in twelve (12) monthly installments in accordance with the rates included in the Rate Schedule attached hereto as Exhibit "D." 4. Amendment of Paragraph 9 of the Agreement. Paragraph 9 of the Agreement is hereby amended as follows: 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 Village, naming the Village, the State of Florida Department of Transportation ("Department"), and Miami-Dade County ("County") 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; the Department, its officials, employees, agents, and volunteers; and the County, its officials, employees, agents, and volunteers, which primary insurance shall nameing the Village, the Department, and Miami Dade the County as additional insureds. Any insurance maintained by the Village, the Department, and/or Miami Dade the County 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. 9.1.1. 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 Damage. 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 $2,000,000 each $5,000,000 Page 2 of 5 a nn u a l g e n e ra l a g g r e g a te , in cl u s iv e o f a m o un ts p ro v id e d b y a n u m b r e ll a o r e x c e s s p o lic y . *** 9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, the Department, and the County, reflecting the Village, the Department, and Miami Dade the County as oo Additional Insureds ( 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 of 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 policy(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. If 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, the Department, and Miami Dade the County are 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. *** 5. Amendment of Paragraph 12 of the Agreement. Paragraph 9 of the Agreement Page 3 of 5 is hereby am ended as fo llow s: 12. Indemnification. *** 12.3. To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Department, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Contractor and persons employed or utilized by the Contractor in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. 12.M. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village, the Department, or Miami Da-de the County 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, the Department, and Miami Dade the County are subject to section 768.28, Florida Statutes, as may be amended from time to time. 12.4:-~ The provisions of this section shall survive termination of this Agreement. 6. Conflict; Amendment Prevails. In the event of any conflict or ambiguity between the terms and provisions of this First Amendment and the terms and provisions of the Agreement, the terms and provisions of this First Amendment shall control. 7. Agreement Ratified. Except as otherwise specifically set forth or modified herein, all terms in the Agreement are hereby ratified and affirmed and shall remain unmodified and in full force and effect in accordance with its terms. 8. Defined Terms. All initial capitalized terms used in this First Amendment but not otherwise defined herein shall have the same meaning ascribed thereto in the Agreement. 9. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. An executed facsimile or electronic copy of this First Amendment shall have the same force and effect as an original hereof. [THIS SP ACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.) Page 4 of 5 IN W IT N E S S W H E RE O F , the parties hereto have caused this First Amendment to be executed as of the day and year first stated above. V IL L A G E O F KE Y B IS C A YN E C O N T RA C T O R B y: _ Steven C . W ill iam son V illage M anager Attest: B y: _ Jo celyn B . K och V ill age C lerk Appro ved as to fo rm and legal suffi ciency: B y:------------ W eiss Sero ta Helfm an Cole & B ierm an, P.L. Village Attorn ey A d d resses fo r N otic e: Village of K ey Biscayne Attn: V illage M anager 88 W est M cIntyre Street K ey B iscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (fa csim ile) sw illiam son@ keybiscayne.fl.gov ( em ail) W ith a cop y to: W eiss Sero ta H elfm an C ole & B ierm an, P.L. Attn: Chad Friedm an, Esq. Village of K ey B iscayne Attorn ey 2800 Ponce de Leon Boulevard, Suite 1200 C ora l Gables, FL 3313 4 cfr iedm an@ w sh-law .com (em ail) By: _ Nam e: _ Title: _ Entity : _ A dd resses fo r N otice: ___________ (telephone) ___________ (facsim ile) ___________ (em ail) W ith a copy to: ___________ (telephone) ___________ (facsim ile) ___________ (em ail) Page 5 of 5 E X H I BI T "A " P U B LI C T R A N S IT S E R V I C E D E V E L O P M E N T P R O G R A M G R A N T A G R E E M E N T N O . G 2 M 8 7