Resolution No. 2021-10 Awarding RFP 20-07-23-3 to FREEBEE for On-Demand Transportation Services - February 2, 2021 CITY OF AVENTURA RESOLUTION NO. 2021-10
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AWARDING AND LETTING A BID/CONTRACT
FOR RFP NO. 20-07-23-3, CITY OF AVENTURA ON-DEMAND
TRANSPORTATION SERVICES TO BEEFREE LLC D/B/A FREEBEE IN
ACCORDANCE WITH THE RFP DOCUMENT; AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED ASSOCIATED CONTRACT;
AUTHORIZING THE CITY MANAGER TO TAKE NECESSARY AND
EXPEDIENT ACTION TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Manager of the City of Aventura, Florida has, pursuant to the
various laws of the State of Florida and the Code of the City of Aventura, properly solicited
and accordingly accepted proposals for RFP NO. 20-07-23-3 CITY OF AVENTURA ON-
DEMAND TRANSPORTATION SERVICES; and
WHEREAS, sealed proposals have been submitted to and received by the City
pursuant to the City's RFP notice, solicitation, specifications, proposals, and requirements
for the services as cited above; and
WHEREAS, staff has determined that BEEFREE LLC d/b/a FREEBEE has
submitted the most responsible and responsive proposal for said services; and
WHEREAS, the City Commission, upon the recommendation of the City Manager,
is therefore desirous of awarding said RFP/contract to said lowest responsible and
responsive proposer.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. That proposal/contract for RFP NO. 20-07-23-3, CITY OF AVENTURA
ON-DEMAND TRANSPORATION SERVICES is hereby awarded to BEEFREE LLC
d/b/a FREEBEE, subject to the City obtaining and executing any required Miami-Dade
County Interlocal Agreement pertaining to the service.
City of Aventura Resolution No. 202140
Section 2. That the City Manager is hereby authorized to execute, on behalf of
the City, the attached contract by and between the parties embodying the terms,
conditions, and specifications as set forth in the subject RFP notice, solicitation,
specifications, proposal and requirements.
Section 3. That the City Manager is hereby authorized and requested to take all
necessary and expedient action to carry out the aims of this Resolution in awarding this
RFP/contract, including but not limited to, the execution of any required Interlocal
Agreement.
Section 4. That this Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Vice Mayor Shelley, who moved its
adoption. The motion was seconded by Commissioner Friedland, and upon being put to
a vote, the vote was as follows:
Commissioner Jonathan Evans Yes
Commissioner Rachel S. Friedland Yes
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Marc Narotsky Yes
Vice Mayor Robert Shelley Yes
Mayor Enid Weisman Yes
PASSED AND ADOPTED this 2nd day of February, 2021 .
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City of Aventura Resolution No. 202140
ENID WEISMAN, MAYOR
•
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ATTEST:
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
V4 k� 141le
CITY ATTORNEY
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AGREEMENT
THIS IS AN AGREEMENT, dated the 2nd day of February, 2021, between:
CITY OF AVENTURA
a Florida municipal corporation, hereinafter"CITY,"
and
BEEFREE, LLC,
a limited liability company d/b/a FREEBEE, authorized to do
business in the State of Florida, hereinafter"CONTRACTOR."
WITNESSETH:
In consideration of the mutual terms and condition, promises, covenants and payments
hereinafter set forth, CITY and CONTRACTOR agree as follows:
ARTICLE 1
PREAMBLE
In order to establish the background, context and form of reference for this
Agreement and to generally express the objectives and intentions, of the respective parties
herein, the following statements, representations and explanations shall be accepted as
predicates for the undertakings and commitments included within the provisions which follow
and may be relied upon by the parties as essential elements of the mutual considerations
upon which this Agreement is based.
1.1 The CITY seeks to have an independent contractor provide on-demand transporta-
tion services to residents and visitors within the CITY and as a result, on June 23, 2020
issued RFP # 20-07-23-3 On-Demand Transportation Services.
1.2 On August 6, 2020 CONTRACTOR was one (1) of two (2) firms to submit proposals
for consideration of the requested services. The CITY received a proposal from CONTRAC-
TOR to provide a mobile application-based transportation and marketing services to CITY
residents and visitors via CONTRACTOR's 100% electric and customized low-speed vehi-
cles known as "Freebees" (the "Services").
1.3 On September 22, 2020, the Evaluation Committee interviewed both firms and
ranked CONTRACTOR highest.
1.4 At the October 16, 2020 Commission Workshop, City staff and CONTRACTOR
made a presentation to the City Commission and it was the consensus of the Commission
for staff to negotiate a twelve (12) month contract (trial period) with CONTRACTOR for
future consideration.
1.5 CONTRACTOR has developed a service to provide free local transportation utiliz-
ing electric carts ("Freebee") and has implemented the environmentally friendly transit
service in several South Florida communities.
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1.6 CITY and CONTRACTOR desire to enter into an Agreement for a twelve (12)
month trial period for the provision of the Services as set forth herein. The trial period for
CONTRACTOR's service will terminate twelve (12) months from the first date of when the
on-demand transportation services become available to the CITY's residents and visitors.
1.7 On February 2, 2021, the City Commission of Aventura, adopted Resolution No.
2021-10, thereby accepting the proposal from CONTRACTOR and authorizing the City
Manager to execute this Agreement with CONTRACTOR for the proposed on-demand
transportation services.
1.8 The City Manager is authorized to execute an Agreement with CONTRACTOR for
services related to the scope of work set forth in the Rates and Services Addendum attached
hereto as EXHIBIT "A" and as more particularly described herein.
ARTICLE 2
SCOPE OF WORK
2.1 The CONTRACTOR shall furnish all of the materials, tools, supplies and labor nec-
essary to perform all of the work described in the Rates and Services Addendum, a copy of
which is attached hereto and specifically made a part of this Agreement as EXHIBIT "A".
2.2 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying
upon these representations when entering into this Agreement with CONTRACTOR, that
CONTRACTOR has the professional expertise, experience and manpower to perform the
services to be provided by CONTRACTOR pursuant to the terms of this Agreement.
2.3 CONTRACTOR assumes professional and technical responsibility for performance
of its services to be provided hereunder in accordance with applicable recognized
professional standards.
2.4 None of the work or services under this contract shall be subcontracted, unless
CONTRACTOR obtains prior written consent from the CITY. Approved subcontractors
shall be subject to each provision of this contract and CONTRACTOR shall be
responsible and indemnify the CITY for all subcontractors' acts, errors or omissions.
2.5 CONTRACTOR shall comply with any and all laws, statutes, ordinances, rules,
regulations, and procedural requirements whether federal, State, County or local and of
any agency or such government, which relate to or in any manner affect the performance
of this Agreement. This includes compliance with any existing or future drug policies, the
Americans with Disabilities Act (ADA), Florida Department of Children and Family State
Statutes, and any laws and regulations issued by Local, County, State or Federal agen-
cies.
CONTRACTOR shall be licensed and certified by all appropriate County, State and Local
agencies. CONTRACTOR shall procure at its own expense, all necessary licenses and
permits. CONTRACTOR shall conform to all applicable laws, regulations or ordinances
of the State, County and City. CONTRACTOR shall furnish a copy of all licenses, certifi-
cates of competence or other licensor requirements necessary to provide their services
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as required by Florida State Statutes.
2.6 CONTRACTOR personnel performing services pursuant to this Agreement must
present a neat appearance, and must wear distinct clothing bearing the CONTRACTOR'S
name for easy identification. All CONTRACTOR employees must wear a distinctive and
neat uniform that is acceptable to the CITY. Any color or color combination may be used
for the uniforms. The Department Director or designee may request the removal of any
employee not properly uniformed.
2.7 The CONTRACTOR'S employee personnel shall undergo background screening
and a drug screening prior to providing Services pursuant to this Agreement. The back-
ground screening shall comply with CITY protocols and shall include both criminal and
driving record components. The Background Check Process will be conducted by Con-
tractor, at Contractor's sole cost. The Personnel shall not be permitted to perform Ser-
vices under this Agreement until such time as the Background Check Process has been
completed and the Personnel cleared by the CITY to perform duties under this Agree-
ment. If any Personnel is away from the job for a period of 45 or more days, a new Back-
ground Check Process shall be performed.
The CONTRACTOR must maintain satisfactory standards of employee competency, con-
duct, appearance and integrity, and must take such disciplinary action against their em-
ployees, as necessary, to the extent permitted by law. Each CONTRACTOR employee is
expected to adhere to standards of conduct that reflect credit on themselves, their em-
ployer, the community, and the CITY. Being that the CONTRACTOR will be visible at all
times to the public during the performance of its duties under this Agreement, the COW
TRACTOR should ensure its employees continue to adhere to standards of conduct while
on breaks. CONTRACTOR'S employees must not sleep or lay down in public view at any
time during the performance of duties. If any of CONTRACTOR'S employees are found
sleeping or lying down in public view by CITY staff, or if such activity is reported by the
public and verified by the CITY, the CITY may impose a performance penalty of$250 per
occurrence assessed to the CONTRACTOR.
2.8 The CONTRACTOR'S employees must not possess, distribute, consume, use or
cause to be used, any controlled substance or alcohol during the performance of such
services. Any CONTRACTOR employee under the influence of alcohol or a controlled
substance must not be permitted to perform any services under this Agreement. Any
CONTRACTOR or CONTRACTOR employee found to be in violation of this requirement
will be permanently prohibited from performing any services under this Agreement. Ac-
tions taken under this Section must not relieve the CONTRACTOR of the obligation to
provide sufficient personnel to perform adequate and timely services as required in this
Agreement.
2.9 The CONTRACTOR agrees that any complaints received by the CITY concerning
misconduct on the part of the CONTRACTOR, such as poor services, discourtesy to the
public, damage to vehicles, etc., will be referred to the office of the Public Works/Trans-
portation Department for appropriate action. The CONTRACTOR agrees to make any
complaints concerning the City of Aventura available to the City Manager or his designee
for action as required, and the decision of the CITY shall be final and binding.
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ARTICLE 3
PROJECT TIMETABLE
3.1 The CONTRACTOR shall commence work as directed by CITY and in accordance
with a project implementation timeline to be provided to CONTRACTOR by the CITY. CON-
TRACTOR shall complete all work in a timely manner in accordance with the project timeline
and as stated in EXHIBIT "A" to this Agreement.
3.2 Anything to the contrary notwithstanding, minor adjustment to the timetable for
completion approved by CITY in advance, in writing, will not constitute a delay by
CONTRACTOR. Furthermore, a delay due to an Act of God, war, fire, theft, epidemic,
pandemic, hurricane, tropical storm, inclement weather, earthquake, lockout, strike or labor
dispute, riot or civil commotion, act of public enemy or other cause beyond the control of
CONTRACTOR shall extend this Agreement for a period equal to such delay and during
this period such delay shall not constitute a delay by CONTRACTOR for which liquidated
damages are due.
ARTICLE 4
CONTRACT SUM
4.1 The CITY hereby agrees to pay CONTRACTOR for the faithful performance of this
Agreement, for services rendered in accordance with the Rates and Services Addendum
attached hereto as EXHIBIT"A". Prices for work completed by the CONTRACTOR shall be
as reflected in CONTRACTOR's Rates and Services Addendum attached hereto and made
a part hereof as EXHIBIT "A". A total contract price hereto is referred to as Contract Sum
and shall not exceed Three Hundred Twenty-Two Thousand Nine Hundred Fifty-Three
Dollars and 80 cents ($322,953.80).
4.2 The CITY will make payments to CONTRACTOR for completed and proper services
rendered and in the amounts stated in EXHIBIT "A".
4.3 CONTRACTOR is prohibited from placing a lien on the CITY's property. This
prohibition applies to; inter alia, all sub-CONTRACTORs and subcontractors, suppliers
and labors.
ARTICLE 5
CONTRACTOR'S INSURANCE
5.1 The CONTRACTOR shall purchase and maintain, in full force and effect for the life
of the Agreement, at CONTRACTOR'S sole expense, the following insurance policies-
1. A business automobile policy which covers any vehicles used in connection with
this Agreement, regardless of whether the vehicle is owned, rented, hired or
borrowed by the CONTRACTOR. Minimum limits for bodily/property damage
liability shall be one million dollars ($1,000,000.00) per occurrence.
2. A comprehensive general liability policy with minimum coverage limits of three
million dollars ($3,000,000.00) for bodily injury and property damage per occur-
rence.
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3. A workers' compensation and employer's liability policy which covers all of the
CONTRACTOR'S employees to be engaged in work on this contract as speci-
fied by and in accordance with F.S.S. 440.
The City of Aventura shall be named as additional insured on policies listed as 1-2 of the
CONTRACTOR'S above required policies of insurance except for the Workers' Compen-
sation insurance. The form and types of coverage and sufficiency of insurer shall be sub-
ject to approval of the City Manager.
Copies of all policies or certificates of such insurance shall be delivered to the CITY, and
said documentation shall provide for the CITY to be notified a minimum of thirty (30) days
prior to any cancellation, termination, reduction or non-renewal of any required insurance
policy.
The CONTRACTOR shall also, upon request by the CITY, provide copies of all official
receipts and endorsements as verification of CONTRACTOR'S timely payment of each
insurance policy premium as required by this Agreement.
ARTICLE 6
PROTECTION OF PROPERTY
6.1 At all times during the performance of this Contract, the CONTRACTOR shall protect
the CITY's property and all properties served from all damage whatsoever on account of the
work being carried on pursuant to this Agreement.
ARTICLE 7
CONTRACTOR'S INDEMNIFICATION
7.1 The CONTRACTOR shall indemnify and hold harmless and defend the CITY and
its officers, agents, employees and instrumentalities from any and all liability, claims, lia-
bilities, losses, and causes of action, including attorneys' fees and costs of defense which
the CITY or its officers, employees, agents and instrumentalities may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind of nature arising out
of, or relating to or resulting from any willful misconduct, reckless act, or negligent act or
omission by the CONTRACTOR and/or its officers, employees, agents or independent
contractors in the provision of services hereunder. The CONTRACTOR shall be required
to pay all claims and losses in connections therewith, and shall investigate and defend all
claims, suits or actions of any kind or nature in the name of the CITY, where applicable,
including appellate proceedings, and shall pay all costs, judgments and attorneys' fees
which may issue thereon. For any matters in which CONTRACTOR is obligated to pay
for the CITY's legal defense hereunder, CONTRACTOR shall be permitted to retain coun-
sel of its choosing for both CONTRACTOR and the CITY, provided that such legal coun-
sel is reasonably acceptable to the CITY, which consent shall not be unreasonably with-
held. The CONTRACTOR expressly understands and agrees that any insurance protec-
tion required by this Agreement or otherwise provided by the CONTRACTOR shall in no
way limit the responsibility of CONTRACTOR to indemnify, keep and save harmless and
defend the CITY and its officers, employees, agents or instrumentalities as herein pro-
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vided. Furthermore, the parties understand and agree that the covenants and represen-
tations relating to this indemnification provision shall survive the term of this Agreement
and continue in full force and effect as to the party's responsibility to indemnify.
ARTICLE 8
INDEPENDENT CONTRACTOR
8.1 This Agreement does not create an employee/employer relationship between the
parties. It is the intent of the parties that the CONTRACTOR is an independent contractor
under this Agreement and not the CITY's employee for all purposes, including but not limited
to, the application of the Fair Labor Standards Act minimum wage and overtime payments,
Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax
Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and
the State unemployment insurance law. The CONTRACTOR shall retain sole and absolute
discretion in the judgment of the manner and means of carrying out the CONTRACTOR's
activities and responsibilities hereunder provided. This Agreement shall not be construed as
creating any joint employment relationship between the CONTRACTOR and the CITY and
the CITY will not be liable for any obligation incurred by CONTRACTOR, including but not
limited to unpaid minimum wages and/or overtime premiums.
ARTICLE 9
RESERVED
ARTICLE 10
RESERVED
ARTICLE 11
CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK
11.1 The CITY or CONTRACTOR may request changes that would increase, decrease
or otherwise modify the Scope of Services/Basic Services to be provided under this
Agreement as described in ARTICLE 2 of this Agreement. Such changes or additional
services must be in accordance with the provisions of the Code of Ordinances of the CITY
and must be contained in a written amendment, mutually executed by the parties hereto,
with the same formality and with equality and dignity prior to any deviation from the terms of
this Agreement, including the initiation of any additional or extra work. It is recognized that if
the CITY decides to add additional vehicle(s), which would operate during the same service
days and times under the initial scope to those initially provided, that the monthly cost shall
be increased proportionally as computed by the CITY'S Finance Director, and mutually
agreed upon by both parties. Each amendment shall at a minimum include the following
information on each project:
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PROJECT NAME
PROJECT DESCRIPTION
ESTIMATED PROJECT COST
ESTIMATED COST FOR ADDITION OR CHANGE TO PROJECT CONTRACT
ESTIMATED PROJECT COMPLETION DATE
11.2 In no event will the CONTRACTOR be compensated for any additional work which
has not been described in a separate written agreement executed by the parties hereto.
ARTICLE 12
TERM AND TERMINATION
12.1 The initial Agreement shall be for a trial period of Twelve (12) months in a limited
area of the CITY, and shall take effect as set forth in the Rate and Services Addendum,
set forth in EXHIBIT "A" hereto. If the service is successful, the CITY may wish to expand
these services to other parts of the CITY, and subject to approval by the City Manager
and CONTRACTOR, the CITY and CONTRACTOR may by mutual agreement, agree to
extend the Agreement for two (2) additional (1) one-year periods, at the same or
substantially similar terms, conditions and specifications.
In the event services are scheduled to end either by contract expiration or by termination
by the CITY (at the CITY'S discretion), it shall be incumbent upon the CONTRACTOR to
continue the service, if requested by the CITY, until new services can be completely op-
erational, provided that the CITY compensates CONTRACTOR for such continued ser-
vice at the same monthly rate as provided hereunder.At no time shall this transition period
extend more than ninety (90) days beyond the expiration date of the existing Agreement.
12.2 Either the CITY or CONTRACTOR may terminate this Agreement any time and for
any reason upon giving thirty (30) days' notice to the other party.
1. If this Agreement should be terminated for convenience as provided herein, the
CITY will be relieved of all obligations under this Agreement. The CITY will only be
required to pay that amount of the contract actually performed to the date of termi-
nation. Upon such payment, both parties shall be relieved of any further obligations
under this Agreement.
2. This Agreement may also be terminated by the City Manager, or designee upon
such notice as the City Manager, or designee deems appropriate under the cir-
cumstances in the event the City Manager or designee determines that termination
is necessary to protect the public health, safety or welfare.
12.3 In case of default by the CONTRACTOR, the CITY may cancel the Agreement,
procure the services from other sources and hold the CONTRACTOR responsible for any
excess costs occasioned or incurred thereby.
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ARTICLE 13
CONTRACT DOCUMENTS
13.1 CONTRACTOR and CITY hereby agree that the following Specification and
Contract Documents, which are attached hereto and made a part thereof, are fully
incorporated herein and made a part of this Agreement, as if written herein word for word:
this Agreement; CONTRACTOR's Rates and Services Addendum for transportation
services to residents and visitors within the CITY as set forth in and made a part of this
Agreement as EXHIBIT "A"; and all other exhibits thereto.
ARTICLE 14
MISCELLANEOUS
14.1 Legal Representation. It is acknowledged that each party to this Agreement had the
opportunity to be represented by counsel in the preparation of this Agreement and,
accordingly, the rule that a contract shall be interpreted strictly against the party preparing
same shall not apply due to the joint contribution of both parties.
14.2 Assignments. This Agreement, or any interest herein, shall not be assigned,
transferred or otherwise encumbered, under any circumstances, by CONTRACTOR without
the prior written consent of CITY, which shall not be unreasonably withheld. For purposes
of this Agreement, any change of majority ownership of CONTRACTOR shall constitute an
assignment which requires CITY approval. In the event that the majority ownership or control
of the CONTRACTOR changes hands, CONTRACTOR shall promptly notify CITY in writing
pursuant to the Notice Section herein of such change in ownership or control at least 30
days prior to such change, and CITY shall have the right to terminate this Agreement upon
30 days written notice, at CITY'S sole discretion. However, this Agreement shall run to the
CITY and its successors and assigns.
14.3 Records. CONTRACTOR shall keep books and records and require any and all
subcontractors to keep books and records as may be necessary in order to record complete
and correct entries as to personnel hours charged to this engagement, and any expenses
for which CONTRACTOR expects to be reimbursed, if applicable. Such books and records
will be available at all reasonable times for examination and audit by CITY upon reasonable
notice to CONTRACTOR, and shall be kept for a period of three (3) years after the
completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect
entries in such books and records will be grounds for disallowance by CITY of any fees or
expenses based upon such entries.
PUBLIC RECORDS
1. CONTRACTOR agrees to keep and maintain public records in CONTRACTOR's pos-
session or control in connection with CONTRACTOR's performance under this Agree-
ment. 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 follow-
ing completion of the Agreement until the records are transferred to the CITY.
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2. Upon request from the CITY custodian of public records, CONTRACTOR shall provide
the CITY 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 Chap-
ter 119, Florida Statutes, or as otherwise provided by law.
3. Unless otherwise provided by law, any and all records, including but not limited to
reports, surveys, and other data and documents provided or created exclusively in con-
nection with this Agreement are and shall remain the property of the CITY.
4. 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 CITY MANAGER, at no cost to the CITY,
within seven (7) days. All such records stored electronically by CONTRACTOR shall be
delivered to the CITY in a format that is compatible with the CITY'S information technol-
ogy systems. Once the public records have been delivered upon completion or termina-
tion of this Agreement, the CONTRACTOR shall destroy any and all duplicate public rec-
ords that are exempt or confidential and exempt from public records disclosure require-
ments.
5. Any compensation due to CONTRACTOR shall be withheld until all records are re-
ceived as provided herein.
6. CONTRACTOR's failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Agreement by the CITY.
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 CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records: City Clerk's Office
Mailing address: 19200 W. Country Club Drive
Aventura, FL 33180
Telephone number: (305) 466-8901
Email: ho athe citofaventur ®co
14.4 Ownership of Documents. Reports, surveys, plans, studies and other data provided
in connection with this Agreement are and shall remain the property of CITY, except to the
extent that such items constitute CONTRACTOR's trade secrets or proprietary information,
which are and shall remain the exclusive property of CONTRACTOR.
14.5 No Contingent Fees. 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, company, corporation, individual or firm, other than a bona fide employee
working solely for CONTRACTOR, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement. For
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the breach or violation of this provision, the CITY shall have the right to terminate the
Agreement without liability at its discretion, to deduct from the contract price, or otherwise
recover the full amount of such fee, commission, percentage, gift or consideration.
14.6 Notice. Whenever any party desires to give notice unto any other party, it must be
given by written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended and the remaining party, at the places last
specified, and the places for giving of notice shall remain such until they shall have been
changed by written notice in compliance with the provisions of this section. For the present,
the CONTRACTOR and the CITY designate the following as the respective places for giving
of notice:
City: Mr. Ronald J. Wasson
City Manager
City of Aventura
19200 W. Country Club Drive
Aventura, FL 33180
Copy To: Mr. David M. Wolpin
City Attorney
Weiss Serota Helfman Cole & Bierman, P.L.
200 East Broward Blvd., Suite 1900
Ft. Lauderdale, FL 33301
Contractor: Mr. Jason Spiegel
Managing Partner
Beefree, LLC d/b/a Freebee
2312 N. Miami Avenue
Miami, FL 33127
14.7 Binding Authority. Each person signing this Agreement on behalf of either party
individually warrants that they have full legal power to execute this Agreement on behalf of
the party for whom they are signing, and to bind and obligate such party with respect to all
provisions contained in this Agreement.
14.8 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this
Agreement. The exhibits if not physically attached should be treated as part of this
Agreement and are incorporated herein by reference.
14.9 Headings. Headings herein are for convenience of reference only and shall not be
considered on any interpretation of this Agreement.
14.10 Severability. If any provision of this Agreement or application thereof to any person
or situation shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement, and the application of such provisions to persons or situations other than those
as to which it shall have been held invalid or unenforceable shall not be affected thereby,
and shall continue in full force and effect, and be enforced to the fullest extent permitted by
law.
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14.11 Governing Law. This Agreement shall be governed by the laws of the State of Florida
with venue lying in Miami-Dade County, Florida. The parties hereby voluntarily waive any
right to trial by jury in any litigation between the parties which, in any way, arises out of or
concerns this Agreement or the course of dealing between the parties.
14.12 Venue. Any litigation arising out of this Agreement shall be litigated in the Eleventh
Judicial Circuit Court in and for Miami-Dade County.
14.13 Attorney's Fees. In the event of a dispute or litigation brought to enforce the terms
this Agreement, each party shall be solely responsible for its own attorneys' fees and
costs.
14.14 Extent of Agreement. This Agreement together with Contract Documents, attached
as an Exhibit hereto, as amended herein above represents the entire and integrated
agreement between the CITY and the CONTRACTOR and supersedes all prior
negotiations, representations or agreements, either written or oral.
14.15 Waiver. Failure of the CITY or CONTRACTOR to insist upon strict performance of
any provision or condition of this Agreement, or to execute any right therein contained, shall
not be construed as a waiver or relinquishment for the future of any such provision,
condition, or right but the same shall remain in full force and effect.
14.16 Scrutinized Companies.
A. CONTRACTOR certifies that it and its subcontractors are not on the Scrutinized
Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the CITY
may immediately terminate this Agreement at its sole option if the
CONTRACTOR or its subcontractors are found to have submitted a false
certification; or if the CONTRACTOR, or its subcontractors are placed on the
Scrutinized Companies that Boycott Israel List or is engaged in the boycott of
Israel during the term of the Agreement.
B. If this Agreement is for more than one million dollars ($1,000,000.00), the
CONTRACTOR certifies that it and its subcontractors are also not on the
Scrutinized Companies with Activities in Sudan, Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or engaged with business
operations in Cuba or Syria as identified in Section 287.135, F.S. Pursuant to
Section 287.135, F.S., the CITY may immediately terminate this Agreement at its
sole option if the CONTRACTOR , its affiliates, or its subcontractors are found to
have submitted a false certification; or if the CONTRACTOR, its affiliates, or its
subcontractors are placed on the Scrutinized Companies with Activities in Sudan
List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or engaged with business operations in Cuba or Syria during the term of the
Agreement.
C. The CONTRACTOR agrees to observe the above requirements for applicable
subcontracts entered into for the performance of work under this Agreement.
D. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize the
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above-stated contracting prohibitions then they shall become inoperative.
14.17 Discriminatory Practices. The CONTRACTOR shall not deny service, deny access,
or deny employment to any person on the basis of race, color, creed, sex, sexual orien-
tation, religion or national origin. The CONTRACTOR will strictly adhere to the equal em-
ployment opportunity requirements and any applicable requirements established by the
State of Florida, or the Federal Government.
Anti-BDS Clause: By responding to the, RFP, CONTRACTOR certifies and agrees that it
is not currently engaged in, nor will it engage in during the term of this Agreement, the
boycott of a person or business based in or doing business with a member of the World
Trade Organization or any country with which the United States has free trade.
ARTICLE 15
DISPUTES
15.1 If any dispute concerning a question of fact arises under this Agreement, other than
termination for default or convenience, the CONTRACTOR and the CITY's Administration
shall make a good faith effort to resolve the dispute.
ARTICLE 16
RESERVED
Page 12 of 18
IN WITNESS WHEREOF, the parties have executed this Agreement on the re-
spective dates under each signature: The CITY, signing by and through its City Manager,
attested to by its City Clerk, duly authorized to execute same, and by CONTRACTOR, by
and through its , duly authorized officer to execute same.
CITY
CITY OF AVENTURA, FLORIDA
By:
Ronald J. Wasson, City Manager
AUTHENTICATION:
Ellisa L. Horvath, MMC
City Clerk
(SEAL)
APPROVED AS TO FORM AND LEGALITY
FOR THE USE AND BENEFIT OF CITY OF AVENTURA, FLORIDA, ONLY
David M. Wolpin, City Attorney
Page 13 of 18
CONTRACTOR
BEEFREE, LLC d/b/a FREEBEE
WITNESSES:
By: '1�1 � -�
son Spiegel on behalf of BEEFREE, LLC d/b/a FREEBEE
ATTEST:
SE(5R TARY
STATE OF FLORIDA)
) SS
COUNTY OF MIAMI-DADE)
Sworn to (or affirmed) and subscribed before me by means of physical presence
or online notarization, this day of 20 , by
S 'ea
(Name of person aking statement)
Personally known to me or has produced Identification type of identifica-
tion produced
(NOTARY SEAL HERE) SIGNATURE OF NOTARY PUBLIC
,trPYPu~•., EMMANUELGARCIA Notary public•State of Florida PRINT, TYPE/STAMP NAME OF NOTARY
Commission#GG 981405
ov ry My Comm.Expires Aug 7,2024
Bonded through National Notary Assn.
Page 14 of 18
EXHIBIT "A"
BEEFREE, LLC d/b/a FREEBEE
"RATES AND SERVICES ADDENDUM"
(Rates and Services Addendum for"Freebee" Transportation Services)
This Rates and Services Addendum ("Addendum") supplements the Agreement be-
tween BEEFREE, LLC d/b/a FREEBEE ("FREEBEE") and CITY OF AVENTURA ("CITY"),
made and entered into on 2021 (the "Agreement"). This Addendum is subor-
dinate to, and fully incorporates the terms and conditions of the Agreement, unless expressly
stated otherwise herein. In consideration of the promises and covenants contained herein,
and for good and valuable consideration, FREEBEE and CITY (collectively, the "Parties"),
intending to be legally bound, hereby agree as follows-
1. Term. The term of the Services set forth under this Addendum shall commence upon
delivery and deployment of the vehicles within the CITY as set forth in Section 2 below
but no later than on a date mutually agreed upon, and shall remain in full force and
effect for twelve (12) months from the commencement date (the "Term"), unless ter-
minated sooner pursuant to the terms of the Agreement.
2. Services. This Addendum is limited in scope to the following services (the "Services"),
which FREEBEE agrees to provide to CITY at the rates specified herein (the "Rates")-
a) FREEBEE will provide two (2) "Freebee" vehicles dedicated to CITY (the "Ve-
hicles") for the duration of the Term. Both Vehicles dedicated to CITY will be
wheelchair accessible, and FREEBEE will otherwise use its best efforts to be
and remain in compliance with all Americans with Disabilities Act ("ADA") re-
quirements. FREEBEE shall be responsible for providing appropriate training
to its drivers who will be operating the wheelchair accessible Vehicle, including
but not limited to, training as to the operation of the ramping system and secur-
ing of wheelchairs.
b) FREEBEE will operate the Vehicles within the CITY's designated service area
at all times during CITY's operating hours (weather and conditions permitting)
as reflected in Section 5 herein, with the exception being when a driver takes
their thirty (30) minute meal break. At such times during a driver break, one (1)
vehicle will be in operation and FREEBEE will try to limit this to downtime in
service. FREEBEE agrees that,to the extent feasible, at all times during CITY's
operating hours, both wheelchair-accessible vehicles will be available to ac-
commodate passengers, upon request, and FREEBEE will operate the ramp-
ing system and secure any wheelchairs to the vehicle should such accommo-
dations be requested.
c) Prior to the beginning of the Term, FREEBEE will deliver to CITY at least one
(1)fast charger for charging the Vehicles. The fast charger will remain property
of FREEBEE but will remain in the CITY for purposes of charging the Vehicle
throughout the Term. At the conclusion of the Term, FREEBEE shall be entitled
to retake possession of the fast charger. FREEBEE shall be solely responsible
for all electricity fees, costs and expenses.
d) Prior to the beginning of the Term, FREEBEE will add CITY as an additional
insured on FREEBEE's automobile insurance policy of at least one million
dollars ($1,000,000.00), and on FREEBEE's general liability policy of at
least three million dollars ($3,000,000.00). CITY will remain as an additional
Page 15 of 18
insured on said policies throughout the Term. FREEBEE must also other-
wise comply with the insurance requirements as set forth in the Agreement.
e) FREEBEE will assist CITY in developing a marketing plan to encourage rid-
ership on the Vehicles during the Term.
f) Beginning with the second month of the Term and continuing for each month
of the Term thereafter, FREEBEE will provide CITY with a monthly report show-
ing data and analytics related to ridership in the Vehicles for the preceding
month(s). FREEBEE will provide these reports within ten (10) business days of
the last day of each month, unless another time frame is agreed to between
the Parties.
g) FREEBEE agrees that any questions, complaints, or concerns reported to
FREEBEE (through its drivers or otherwise) regarding ADA issues will be re-
ported to the CITY within one (1) business day.
h) FREEBEE shall utilize its best efforts to assist CITY with the related Miami-
Dade County Interlocal Agreement and with all related County requirements.
3. Rates. As consideration for the Services listed above, CITY shall pay FREEBEE at
the following Rates:
a) The total payment for the Services to be provided under this Addendum shall
not exceed Three Hundred Twenty Two Thousand Nine Hundred Fifty-
Three Dollars and 80 cents ($322,953.80).with the ability to subsidize total
payment with advertising revenue, as stipulated under Section 5(d) herein.
b) The breakdown for the Services charge is as follows:
i. Two (2) XL Vehicles
ii. Service: Monday through Sunday 7.00 am — 11.00 pm.
iii. Ninety-Eight (98) Hours of labor per vehicle weekly (weather and con-
ditions permitting)
iv. Cost: $322,953.80 Annually
4. Payment Terms. CITY agrees to pay the Rates in monthly installments, as follows:
a) Twelve (12) payments of approximately $26,912.82 per month, payable on or
before the 15t" of each month, beginning upon delivery and deployment of the
vehicles as set forth in Section 2 above.
5. Additional Terms.
a) CITY's operating hours, as contemplated in Section 2.b. above, shall be as
follows: Monday through Sunday 7.00 am — 11.00 pm. These hours may be
modified by mutual written agreement of the Parties as ridership data becomes
available throughout the Term.
b) CITY shall be responsible for installation and maintenance of the fast
charger(s) and any costs associated therewith at all times after acceptance of
the delivery described in Section 2.c. above.
c) FREEBEE will operate the Vehicles in CITY'S designated service area map as
delineated in EXHIBIT "B" (Subject to Revision as Necessary).
d) Should local law allow for FREEBEE to sell advertising space on the Vehicles
at any time during the Term, and provided FREEBEE is able to sell such ad-
vertising space, FREEBEE may enter into separate agreements with advertis-
ers for the placement of advertising on the Vehicles. All advertising shall be
subject to CITY's approval prior to placement on the Vehicles. Any advertising
revenue generated from the sale of advertising on the Vehicles during the Term
shall be divided equally between FREEBEE and CITY, with each entitled to
Page 16 of 18
50% of advertising revenue that is generated and actually received by FREE-
BEE beyond the $24,000 annual amount per Vehicle which FREEBEE has al-
ready credited to CITY in accordance with its proposal. CITY shall be permitted
to apply its share of such revenue, if any, towards subsidizing the Rates it has
agreed to pay hereunder. Nothing in this section should be deemed to consti-
tute a guarantee that FREEBEE will sell such advertising space or generate
any revenue by selling advertising on the Vehicles during the Term, and CITY
expressly acknowledges that no such guarantee has been made by FREEBEE.
Page 17 of 18
EXHIBIT "B"
DESIGNATED SERVICE AREA MAP
(Subject to Revision as Necessary)
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Page 18 of 18