Loading...
MV Transportation - Operation of the City's Bus Transit Sys.A CONTRACT AWARD SHEET INSTRCUTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTACINED HEREIN IS AVAILABLE IN THE PURCHASING SECTION OF OUR WEBPAGE AT: www.hialeahfl.gov CITY OF HIALEAH CONTRACT AWARD PURCHASING DEPARTMENT CITY OF HIALEAH CONTRACT: FIX ROUTE SERVICE DESCRIPTION: OPERATION OF THE CITY’S BUS TRANSIT SYSTEM CONTRACT PERIOD: 10/01/2023 – 09/30/2024 SECTION #1 – VENDOR AWARD Name: MV TRANSPORTATION Name: Contact: JAMIE PIERSON Contact: Phone: Phone: Fax: Fax: E-mail: E-mail: Name: Name: Contact: Contact: Phone: Phone: Fax: Fax: E-mail: E-mail: SECTION #2 – AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES CITY COUNCIL APPROVED ON: 06/13/2022, ITEM H AMENDED AMOUNT: RESOLUTION NO: INSURANCE REQUIREMENTS: ANNUAL CONTRACT AMOUNT: $1,203,038.00 PERFORMANCE BOND: APPLICABLE ORDINANCES: Notes: SECTION #3 – REQUESTING DEPARTMENT CITY OF HIALEAH, DEPARTMENT OF TRANSIT Contract Administrator: Justo Espinosa Phone: 305-681-5757 SECTION #4 – PROCURING AGENCY CITY OF HIALEAH, DEPARTMENT OF TRANSIT Contract Administrator: Justo Espinosa Phone: 305-681-5757 Prepared by: Marilin Gutierrez ITEM#. ~ JUN~ I I'., -----COUNCIL AGENDA ITEM REQUEST FO I RECEIVED JUN 0. 2. 2023 OfRCEOF ----~ 7ihis form, letter from the department head addressed to the Mayor and City Councit as well as j supporting documents are due the Monday of the week prior to the City Council Meeting. Date of Request: I 6/2/2023 I Requesting City Department: Transit I . Requested Council Meeting I . June 13,2023 Date: Action Requested from the Issue a purchase order City Council: Increase a purchase order Award a bid Bid No. i Reject a bid Bid No. Spec:ial Events Permit Street Closure X Other: I --Resolution I I Scope of service(s) or product(s): Fix Route Service \Yendor: l MV Transportation i Expenditure Amount: I 1,203,038.00 I f;unding Source {i.e., account fiundlng the expenditure): 130.3220.544340 Contractual Service j ! I . Competitive Bidding An exception to competitive bidding applies: Professional services in the nature of consultants, accountants and attorneys Sole source provider Emergency based on objective facts Credit facilities Competitive bidding is not required because the City is utilizing a bid that has been awarded or under contract by state, county or other governmental agencies. Title of state, county or other governmental agencies contract: I I Piggy-back contract expiration date: X Waive Competitive Bidding I X Reason(s) it is not advantageous to the City to utilize competitive bidding: This will be the Third year of the RFP #2020/21-3220-24-004.This will be for service for FY 2024. : I I Signatures: Ruth Rubi, Executive Director of Finance Management E~teban Bovo, Jr., Mayor I EsteJn Bovo, Jr. I Mayor Molica Perez I Couneil President I Jacqueline! Garcia-Roves Council Wice-President I June 2, 2023 Honorable ~ayor Esteban Bovo Jr. And City Council Member City of Hia(eah . 501 Palm ~ve. Hialeah FLJ 330 I 0 I City of Hialeah Council Members Bryan Calvo Vivian Casals-Munoz Luis Rodriguez Jesus Tundidor Carl Zogby RE: Hialeah Transit System / Freebee On-Demand I . ! Dear MayJr a11d Council Members I The Charte~ of the City of Hialeah states that contracts in the amounts greater than $ I 5,000.00 shall be awarded on the basis of specifications and formal sealed bids. The Council may award a contract to the lowest responsible bidder, or it may reject all bids and (e-advettise; or it may waive competitive bidding when it finds this to be in the best interest of the City. I am respectfully requesting approval for the City of Hialeah for the professional services agreement between City of Hialeah and MV Cohtract Transportation Inc. for the operation of the City's Bus Transit System, thrs will be the third yea!' of the RFP # 2020/21-3220-24-004.The amendment will extend service for one year at the same unit price $34.72 per service hour for fiscal year 2024. This agreement will run from October 1,2023 and ending on September 30,2024. The funding for this expenditure! is to be withdrawn from Transit account 130.3220.544340 (contractual services). ' Respectfully, ' a/DISAPPROVED I I I APPROV, I DISAPPROVED ! I ~/DISAPPROVED I Rubi Ruth , Executive Director of Finance Management 501 Palm Ave . orida • 330 .gov RESOLUTION NO. ----- RESOLUTION OF THE MAYOR AND THE CITY COUNCIL OF TI-IE CITY OF HIALEAH, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK, AS ATTESTING WITNESS, ON BEHALF OF THE CITY TO ENTER INTO A THIRD AMENDMENT TO MUNICIPAL SERVICES AGREEMENT BETWEEN THE CITY OF HIALEAH AND MV CONTRACT TRANSPORTATION, INC. DATED JANUARY 3, 2022, ATTACHED AS EXHIBIT "A,. TO PROVIDE SERVICES AND PERSONNEL IN CONNECTION WITH THE OPERATION OF BUSES THROUGH SEPTEMBER 30, 2024, AT THE SAME RATE AND TERMS FOR THE HIALEAH TRANSIT SYSTEM. i WHEREAS, MV Contract Transportation, Inc., (Contractor), and City are parties to that 1certain Municipal Circulator Services Agreement dated January 3, 2022 (the "Agreement''), ~ursuant to which Contractor provides certain transportation services for the City through 1September 23, 2023, attached as Exhibit "l"; and , WHEREAS, the Parties amended the Agreement effective June 6, 2022 to provide free I bus service, attached as Exhibit "2"; and I \ WHEREAS, Miami*Dade County imposed an hourly wage increase effective October 1, 2022· and l , , WHEREAS, Article III, Paragraph 3.2.b. of the Agreement allows for an equitable lildjustment if by law an increase is mandated increasing operating costs; and [ WHEREAS, accordingly on October 11, 2022, the Second Amendment to the Agreement i ~ated September 2, 2022 was approved, attached as Exhibit "3''; and I . I WHEREAS, the Parties wish to amend the Agreement at the same price and on the same ~enns and subject to the conditions set forth herein for an additional one year. I NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, TIIAT: Section 1: The foregoing facts and recitations contained in the preamble to this rrsolution are hereby adopted and incorporated by reference as iffully set forth herein. Resolution No. ---Page2 Section 2: The City of Hialeah, Florida hereby approves the Third Amendment to the Agreement between the City of Hialeah and MV Contract Transportation, Inc. to provide transportation services for the city of Hialeah, attached as Exhibit "A". Section 3: The City of Hialeah, Florida hereby authorizes the Mayor and the City Clerk, as attesting witness, on behalf of the City, to execute the Second Amendment to Professional Services Agreement a copy of which is attached hereto and made a .part hereof as Exhibit "l,'' in furtherance thereof. PASSED AND ADOPTED this __ day of __ ~---~~ 2023. Monica Perez Council President Approved on this __ . day of ___ __,. __ , 2023. fy!arbelys Fatjo, City Clerk i Approved as to form and legal sufficiency: I Lorena E. Bravo, City Attorney I ! Mayor Esteban Bovo, Jr. S:\DJ\RESOLUTIONS\Third Amendment to Municipal Circulator Services Agreement dated Jan 3, 2022.docx I THIRD AMENDMENT TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT BETWEEN MV CONTRACT TRANSPORTATION, INC. AND CITY OF HIALEAH This Third Atnendment to Municipal Circulator Services "Agreement" for the City of , Hialeah (this "Amendment"), is entered into as of the . day of _______ , 2023 i (the "Effective Date;'), by and betwt:ien MV Contract Transportation, Inc., a Delaware corporation I ("Contractor") and the City of Hialeah, Florida, a municipal corporation organized and existing under and by virtue of the laws of the State of Florida (the "City"). Contractor and City may each be referred to hereinafter individually as a "Party'' or collectively as the "Parties." WHEREAS, Contractor and City are party to that certain Municipal Circulator Services Agreement dated January 3, 2022 (the "Agreement"), pursuant to which Contractor provides 1 certain transportation services for the City; and I WHEREAS, the Parties amended the Agreement effective June 6, 2022 to provide free bus service; and WHEREAS, Miami-Dad¢ County imposed an hourly wage increase effective October 1, 2022;and WHEREAS, Article m, Paragraph 3.2.1:). of the Agreement allows for an equitable adjustment if by law an increase is mandated increasing operating costs; and WHEREAS, accordingly on October 11, 2022, the Second Amendment to the Agreement dated September 2, 2022 was approved; and WHEREAS, the Parties wish to amend the Agreement at the same price and on the same terms and subject to the conditions set forth herein for an additional one year commencing on October 1, 2023 and ending on September 30, 2024. NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: a. The Parties hereby agree to amend the Agreement at the same price and on the same terms and subject to the conditions set forth herein for an additional one year commencing on October 1, 2023 and ending on September 30, 2024. b. Except as expressly modified hereby, the referenced Agreements and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of either Party hereto under the Agreement, nor constitute a waiver of any provision of the Agreement. The Agreements shall, together with this Amendment, be read and construed as a single agreement. All references in the Agreement and any related documents,.instruments, and agreements shall hereafter refer to the Agreement as modified hereby. c. Authority. Each Party hereto represents and warrants that the execution and delivery by such Party of this Amendment and the perf orrnance by such Party of all of its agreements and obligations under the Agreement as modified hereby are within the organizational authority of su.ch Party and have been duly authorized by all necessary organizational action on the part of such Party. d. Counterparts; Effectiveness. This Amendment :may be executed in one or more counterparts (including by means of telecopied signature page or as a PDF or similar attachment to an electronic communication), all of which shaft be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. IN WITNESS WHEREOF, the Parties have executed this Third Amendment on the date first written above. MV TRANSPORTATION, INC. By:_~-:.J12~f:.._ __ _ Na rson Tit eVP &CFO CITY OF HIALEAH By: __ ~------- Name: Esteban Bovo, Jr. Title: Mayor S:\DMOREEMENTS\Third Am~ndment lo Municipal Circulator Services Agreement.docx 2 .. l DocuSlgf'\ Envelope 10: B2A81985-89A 1·4B6E•64A5-96D6E21 BF909 I EXHIBIT 11 1" MUNICIPAL CIRCULAtORSERYICES AGREEMENT FOR THE CITY OF HIALEAH This Agreement entered intQ this 3rd day of January, ~022, by and between the City of Hialeah, Florida, a municipal corporation organized and existing under and by virtue of the laws of the State of Florida ("City''), 501 Palm Avenue, Hialeah, FL 33010 and MV Contract Transportation, Inc., ("Contractor"), a Dela Ware corporation, having its principal place of business at 2711 N. Haskell Ave., Suite 1500, Dallas, TX 75204. WHEREAS, on August 25, 2021, th:e City of Hialeah, Florida advertised its Request for Proposals for municipal circulator services, RFP I# 2020/2 l-3220-24-004; and WHEREAS, the Contractor agrees to provide professional services and personnel in connection with the operation ofbuses for the Hialeah Transit System pursuant to the RFP; and WHEREAS, tho population at large shall benefit by access to public transportation, which shall meet local needs; a.rtd WHEREAS, the City awarded the contract to MV Contract Transportation, Inc., pursuant to Hialeah, Fla,, Resolution No. 2021-155; and WHEREAS, th!:l Contractor, familiar with the Scope of Work required in the Request for Proposal and having expressed its desire and wHlingness to provide such professional services and having presented their qualifications to the Cityj and WHEREAS, the City agrees to enter into this agreement with the Contractor and the Contractor agrees to provide the services under the terms and conditions set forth. herein. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understood and agree as follows: I. INITIAL TERM AND RENaW AL OPTIONS "Tlie term of this agreement shall be for a tenn of two years of operation of service commencing on October 1, 2021 and ending on September 30, 2023. This agreement will be in effect during the term indicated above. All activities as described in the Scope 9fServices shall be undertaken, performed and completed within the tenn provided herein. IL SCOPE OF SERVICES 2.I · The professional services to be performed by the Contractor are contained in the Request for Proposal RFP # 20:20/21-3220-24~004. Ifthere is a conflict with the Request for Proposal and/or the Resptmse to Request for Proposal and this agreement, this agreement shall prevail. The City reserves the right to resolve any contradictions and to correct any errors contained in its proposal documents. Any conflicts between. the Request for Proposal, Addenda, and Responses shall be resolved in favor of the provisions of this agreement. • OocuSlgn 2.2 The Contractor is responsible for all costs, fees, fines, asse$sments or ta'!{eS pursuant to this agreement In operating the buses. 2.3 The Contractor shall be responsible for all damages to the buses. 2.4 The City shall provide the following buses to the Contractor for use solely in connection with the terms ofthis agreement: See Exhibit ''A" The buses are owned by the City, and the Contractor shall not utilize the buses for any other use except as authorized by this agreement. The Contractor leases the buses from the City for the rate of $1.0.0 annually. These buses will be covered by the Contractor's lnstJrance, and lt will be the responsibility of the Contractor to get all necessary permits and tags for these buses. The.City may provide replacement buses during the course ofthls agreement, and any replacement buses will be covi.,red by the Contractor1s insurance, an.cl it will be the responsibility of the Contractor to get all necessaty permits and tags for any replacement buses. The Contractor agrees to have a ready-foNiervice spare bus, covered by the Contra(:tor's insurance with aU necessary permits and tags, within the vicinity of the City ofHiaJeeh. The Contractor shall provide bus services within the City according to the schedule as determined by the City. The City shall be responsible for designation of the pick-up a.nd delivery points and the Contractor shall only use .such stops for the authorized routes. The established service includes locations witllin the City of Hialeah and City of Hialeah Gardens. Two .fixed routes are currently being operated known as the Marlin Route and Flamingo Route as depicted in Exhibit ''B 11 • The Contractor shall provide the bus services on Monday through Friday from 6 a.m. to 7:30 p.m., and on Saturdays and holidays from 9 a.m, to 3:30 p.m, The contractor shall ensure no more than 40 minutes wait time between stops. This sche.dule wlll be the basis for the regular hourly rate, The route and hours of operation rnay be amended from time to time at the discretion of the City to respond to the n.eecls of the community. Prom time to time, the City may request that the Contractor operate the transportation eervice beyond the fixed route schedule. This additional service may include, but will not be limited to, l:lxtended. hours of service, and/or special routings to assist during the post .. recove.ry period after a damaging !)tonn or other natural disaster. The Contractor will provide the service as directed by the City and will be compensated at the hourly rate for additional service: 2.5 For the purposes of the ongoing operation of the trf,insit system, the Contractor's point of contact will be the site manager, and the City's point of contact will be the City transit manager. 2.6 The City has developed the operating schedules and bus blocks and will be responsible for any adjustments or changes to the schedules. The Contractor may alter the proposed bus blocks, but must submit any changes to the City for approval prior to Implementation. The Contractor will be responsible for all driver scheduling. Contractor input will be solicited for adjustments in running times and must report any ongoing schedule adherence problems. 2 envelope ID: 82A81985-8DA 1-4B6E-84A5·9606E2H!F909 2. 7 A farebox with a vault shall be provided on each vehicle. The Contractor shall be required to install and maintain a locking vault~type farebox. A full vault shall be removed, replaced by a second empty vault. and the vaults delivered unopened to the City's designated location daily for deposit as herein provlded. If necessary, the City will purchase additional farebox vaults to maintain the cash handling procedure. Security of fares and vaults are the responsibility of the Contractor until they are delivered to and received by the City. Accurate passenger counts by trip and fare category will be taken daily, and will be delivered to the City along with fare vaults. All fares Will be consistent with Miami-Dade County 'fransits' fares, 2.8 The Contractor shall provide k:nowledgeable, effective supervisory staff to support th6 transit operation. The Contractor will recruit, hire, train and employ supervisory personnel, inoluding a site manager, dispatchers and road supervisors for the purpose of overseeing the operation of service, and to ensure safe, reliable transit service. All personnel assigned to this project shalt be knowledgeable of the circulator service. All project personnel shall maintain a professional, courteous attitude, answering to the best of their ability .any passenger questions regarding the provision of service. Discourtesy, rudeness or the use of profanity will not be tolerated and shall be grounds for irnmediate removal ofth~ offending employee from performing work wit.hin the program. Drivers and dispatchers shall accurately complete and submit the required opera.ting reports daily, All personnel shall be required to attend quality/safety Wol,"kshops as required by the City up to a rnax.imum of eight hours per year per employee. The Contractor shall provide manuals related to per11onnel policies and procedures, and maintain an employee acknowledgment file with employee signature indicating they have read and fully understand its contents. · 2,9 The drivers employed by the Con~actor for the purpose of providing the bus services shall be properly ltcensed operators. The drivers shall possess the qualltfoations as requited by the State of Florida and Miami-Dade County, Florida, Including a current· commercial driver's license•with a passenger endorsement. All drivers shall be employees of the Contractor. The C.ontraetor shall ensure that all drivers are familiar with all policies and procedures of the Cify regardless of distribution of Written materials to same. The City may send arepresenta,tive to any of the Contractor's driver training classes to present the City's vision of what is expected of the transit system, The drivers shall ensure that every passenger transported on the buses pays a fare, or surrenders or shows a valid type <>f fare media, Or appropriate identification In exchange for boarding the vehicle. Drivers shall be fully trained in defensive and vehicle handling. Drivers shall be trained in the special skills required to provide transportation to elderly and disabled individuals. Drivers shall assist passengers confined to wheeloha.irs in boarding and shall perform the tied owns, Drivers sball be trained to operate all types of buses (incl'-'ding reserve buses) in service, wheelchair lifts and securement systems, and other equipment that they may be expected to Lise during service hours. Regularly assigned drivers or trained back-up drivers shall be available and on time daily to ensure consistent and reliable service. No driver shall take lunch ho~r or breaks inside or close by his/her vehicle. Passengers _must never be kept waiting. Drivers shall be dressed and groomed appropriately and they sball be in a uniform acceptable to the City. Drivers shall wear identlflcation tags clearly displaying their first name only while performing their duties. Bach driver and bus shall have an accurate timepiece available and in clear sight at all firnes during vehicle operation. Drivers are required to have a thorough knowledge of traffic regulations along the route imd the schedule time points. Drivers need ta be sensitive to ridership comforts. such as 3 , Oocu$lg Envelope 10: 82A819B5-89A1•4B61$-84A5·9606E21BF9Q9 the interior temperature on their respective vehicle, cleanliness ofvehicles, etc. Drivers need to be familiar with the City's transit system's policies and procedures including the System Safety Program Plan and Hazard and Security Plan, '.2..10 It is highly desirable that any person hired by the Contractor for this agreement be bilingual In English and Spanish. The Contractor Will establish and maintain an effective driver safety program, an oooupational health and safety program, a drug testing and awareness program and will maintain a drug-free workplace that meets FTA guidelines. In addition to operating and supervising the service, the Contractor's personnel will be responsible for distribution of passenger infonnation materials on the buses and In the field, as necessary. 2.11 The Contractor shall comply with all laws, ordinances, and regulations applicable to the services contemplated herein, and in the RFP. The Contra.otor is presumed to be familiar with all federal, state and local laws, ordi1'ances, codes and regulations that may In any way affect the services offered, especially the requirements of the Miaml~Dade County Passenger Transportation Regulatory Commission and Executive Order No. 11246 1:1ntitled "Bquai Employlllent Opportunity'1 and as amended by executive Order No. l 1375, as supplemented by the Department of Labor Regulations (41 CPR, Part 60), and any and all other local, state and federal directives, ordinances, rules, orders and laws. Ignorance on the part ofthe Contractor will :ID, no way relieve it from responsibillty. 2.12 The Contractor shall comply with all app Jicable requirements of the Americans with Disabilities Act (ADA) at all tirnes While the buses provided herein are being utilized for public transportation and while utilizing any am;! an routes approved herein. To the extent that any terms of this Agreement are inconsistent with the ADA, the reqµirements of the ADA shall contra l. 2 .• U The Contractor shall at all time during this Agreement comply with all applicable requirements of the United States Department of Transportation and the Federal Trf:Ulsit Administration, whichshall lnclude 1 but not be limited to, regulations for drug and alcohol testing. To the extent that any terms of this Agreement are inconsistent with the United States Department of'rransportatlon regulations, the requirements of the United States Department ofTransportation sb.all control. 2. 14 The Contractor shall develop, implement, and maintain a fonnal safety program including periodic safety meetings, participation in safety organizations, safety incentives offered by the Contra.cto.r to drivers and other employees, and participation in risk !}lanagement activities under the auspices of the Contractor's insurance carrier or other organization. The Contractor shall provide an outHne of said safety program, inqluding periodic updates to the City. The Contractor Will require all drivers, dispatch personnel, and supervisors to participate in the safety program. 2.15 The Con.tractor shall obtain all applicable local, county, state, and federal licenses necessary for the provision ofthe bus services in Mlami~Dade County, Florida, and the Contractor shall have a Special Services ltcense fl:om the County Passenger Transportation Regulatory Division. The Contractor shall also assist the City in obtaining any further county, state or federal authorizations. 4 Emelope 10; B2A819B5•&9A1-4B6E-1!4A!i•9806E21BF809 2.16 The Contractor shall at all times maintain buses in good mechanical condition and safe operating condition, and In confonnity with an applicable local, state, and federal safety regulations. Standards of performance for cleanliness, mechanical rellability, and interior and exterior cosmetic appearance will be developed by the City prior to the implementation of servlce. The Contractor will clean and fumigate the buse~. The Contractor shall clean the exterior and interior of the buses twice a week, and the interior of the bus should be maintained In a clean manner by the drivers daily. the Contractor will be expected to adhere to these standards. The Contractor will ensure that veh i.cles are operated safely and in a mill\rJer that will prevent excessive wear and tear. Any indication of abuse of the buses noted by the City will be brought to the attention of the Contr&Ctor for corrective action. Repairs made necessary as a result of abusive operation of the equipment by the Contractor's parsonnel wlll be billed to tbe Contractor. 2.17 The Contractor shall provide road supervision as required to monitor drivers, buses, quality of service, and adherence to all established. routes and time schedules, and to respond to emergency calls. 2.18 The Contractor shall notify the City of any service irregularity which wlll include, but not be limited to, accidents, incidents, complaints, service delays and schedule adherence pr~blerns, video camera operation, and farebox malfunctions. Notification should not be more than one hour after an incident involving personaHnjury and/or ·property damage ancl should occur by the end of tbe service day for other incidents; Verbal notification must be followed by written documentation fi'om the Contractor to the City. 2.19 The Contractor shall ln1plement and maintain formal and expedient procedures to re/lpond to all circulator service accidents; disturbances, passenger injuries or fatalities, and any other service interruptions or failures. These shall be reported to the City In a timely manner. All traffic accidents involving circulator service vehicles, irrespective of injury Qr damage, shall be immediately reported to the City ofHlaleah Police Department. The Contractor shall advise the City of Hialeah Police Department of the accident and request a poli<;e unit to investigate the accident and thl;l City ofHlalea~ PoHce Department ID Unit to photograph the .scene. i'he City's transit manager shall be immediately notified by telephone by the Contractor of any accidel}t or incident, especially those resulting in injury, in loss ordamage to the City and/or private property. Wrltten notalcation shall follow within 24 hours. This written notification shall describe. the sequence of events and Include reports by driver, attendant, witness, etc. Further, f'atallties are to be reported verbally to FOOT within 24 hours of the Incident, followed with a written report within the next 24 hours. Hialeah Transit System buses involved in accidents shall be repaired by a City approved repair shop and billed through Contractor's insurance or deducted from Contractor's mvOlce. 2.20 The Contractor shall implement a written dispute resolution process for the rapid resolutlon of passenger complaints regarding the bus services. The Contractor shall document passenger complaints and describe any actions taken to resolve such complaints and verbally report to the City transit manager the complaints an.d actions taken within the same business day of any complaint and in writing within 24 hours. 5 2.21 The City shall prepare, place, schedule and pay for all advertising and promotional materials designed to inform the general publlc of service operations and to. promote ridership. Advertising cm the exterior or interior of the buses used under this agreement Will be coordinated and administered by the City. The City Will retain any revenues, III. COMPENSATION 3. I The City agrees to pay the Contractor the hourly rate of $27,01 per vehicle service hour and a fix.ed monthly ra1e of $15,530 in the first year. For the secC>nd year, the City agrees to pay contractor an hourly rate of $27.97 per vehicle service hour and a monthly fixed foe of $14,893. For pµrposes of this agreement, ve.hicle service hours shall be defined as all hours of operation from the time that the driver arrives at the yard to perfotm pre-trip inspection of tho vehicle through the time that the driver returns the vehicle to yard and perfonns the post-trip inspection. The driver shaU not delay upon arrival and return to perform pre-trip and post-trip inspections. The hourly rate forout-of-contractservices perfonned outside normal operating hours will be billed at the same rate or a lower negotiated amount Invoices are generally paid within 30 days of receipt for services rendered and verified as accurate by the City. If the Cify does not pay an accurate, verified invoice within 30 days, the Contrai.::tor shall provide City written notice and an opportunity to cure within 15 days of receipt of such notice. The Contractor must obtain prior written approval of the City prior to perfonning services that are outside the Scope ofServices in this agreement. 3 .2 Changes. Changes to this Contract shall be effective only upon written agreement between the parties to this Contract, Each change to this Contract shalt be sequentially numbered as a change order hereto and signed by authorized representatives of the City and Contractor. Change orders shall only amend the specific portions of this Contract as written in the change order and shall not change any other portion of this Contract. a. The City may, at any time, request changes within the general scope of this Contract. If any sucll chl:lnge will cause an anticipated increase in the cost of, or the time required for, the perfonnance or any part ofthe work under this Contract, or would result in an anticipated decrease to Contractor's estimated annual vehicle service hours of 28,573 per year, or increases in the amount of deadhead miles/ and or hours than origina)ly contemplated in the RFP, the parties shall meet to negotiate an equitable adjustment to Contractor's rate and the Contract will be amended accordingly by writ.ten change order. b, In the event any federal, state, or local law, rule, regulation or ordinance becomes operative during the term of this Contract that has the effect of increasing Contractor's operating costs, to include, but not limited to, laws, rules, regulations, or ordinances pertaining to environmental protection or climate change, such as carbon credits, or new taxes imposed based on energy consumption; changes in the Americans with Disabilities Act; or government required im::reases to employee wages and/or benefits, to include health care benefits, the City and Contractor shall meet to discuss the impact of tj-1ese unanticipated additional costs and negotiate an equitable adjustment to Contractor's rates. 6 \ . ! •Ooc~slgn env~lopa ID: B2A81llB6-89A H86E·84A6•91l06E21 BF908 I I ! I I I I I IV. COivIPI.JANCE W1TH FEDERAL, STATE AND LOCAL LAWS The parties shall comply with all applicable laws, ordinances, codcs 1 rules and regulations offederal, state and local governments, including the City, relating.to transportation systems. The Contractor will adhere to aU United States Department of Transportatloh, Federal Transit Administration and Florida Department of Transportation regulatio11s In order that the City will remain and/or retain its eligibility for any and all Operating and Capital assistance funding programs. The Contractor shall comply with the City of Hialeah's System Safety Program Plan, and Hazard and Security Plan. V. GENERAL CONDJTtONS All notices or other communications which shall or may be given pursuant to th!s agreement shall be in writing and sh.all be delivered by personal service, or by registered mail addressed to tlle other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by mail, on the fifth day after being posted or the date ofa.ctual receipt, whichever is earlier. CITY Ju.sto Espinosa Transit Manager City of Hialeah 900 Bast SQ Street Hialeah, FL 33013 Telephone: 305~681 ~5757 • CONTRACTOR Marie Graul, Executive Vice President and CFO MV Transportation, Inc;, a wholly-owned subsidiary of the parent company, MV Transportation, Inc. Attn: Legal Dept 2711 N. Haskell Avenue, Suite 1500 Dallas, TX 7 5404 VI. OWNERSHIP OF DOCUMENTS AND PUBLIC RECORDS \ All documents deveioped by the Contractor under this agreement shall b!l delivered to City I by the Contractor upon completion ofthe services required and shall become ~he property ofCity, \\ 1 without restriction or limitation of its use. The Contractor agrees that all documents maintained and generated hereto shall be subject to the applicable provlslons of the Public Records Law, Chapter 119, Florida Statutes. I I £F THB CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER l l9, FLORlDA STATUTES, TO T.BE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO nns CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RBCORDS the Office ofthe City Clerk: 501 Palm Avenue, Hialeah, Florida 330 l 0, 3rd Floor; Telephone (305) 883-5820 or (305) 883-5823 forassistance. Ifhearing impaired, telephone the. Florida Relay Service Numbers, (800) 95S~877l (TDD) or (800)955-8770 (VOICE), for \ assistance, I I I 7 Contractor must comply with public records laws, specifically to: l. Keep and maintain public records required by the public agency to perform the service, 2 ... Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied wlthin a reasonable time at a cost that does not exceed the cost provided in chapter J 19 Florida Statutes or as otherwise provided by law. 3. Ensure thatpublit records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authodzed by law for the duration of the contract tenn and following completion of the contract if the contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and m.aintain public records required by the public agency to perfonn the ser'/ice. If the contraotor transfers all public records to the public agency upon completi,on of'the contract, the contractor shall destroy any duplicate public records that are exempt or confidential !lnd exempt from public records disclosure requirements. I( the contractor keeps and maintains public records upon completion of the contract; the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be . provided to the public agency, upon request ftom the public agency's custodian of public records, ina format that is compatible with the info:rrnation technology systems of the public agency. VII. NONDELEGABLE The duties and obligations undertaken by the Contractor pursuant to this agreement shall not be delegated or assigned to any person or finn unless the city shall first consent in writing to the perfonnance or assignment of such service or any part thereof by another person or firm. Such consent shall not be unreasonably withheld, conditioned, or delayed. VIII. AW ARD OF AGREEMENT The Contractor warrants that it has not employed or retained any person employed by the City to solicit or secure this agreement and that it has not offered to pay, paid, 01· agreed to pay any p1m1on employed by the City any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this agreement. IX. CONSTRUCTION OF AGREEMENT This agreement shall be construed and enforced according to the laws of the State of Florlda. Venue for any litigation, which may arise in connection with this Agreement, shall be in Miami-,Dade County, Florida. The Contractor agrees to be subject to the jurisdiction (subject matter and in personam) of the courts in Miami-Dade County, Florida and amenable to process. X. SUCCESSORS ANDASSIGNS This agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. 8 , DoCUSl~n Envelope 10: B2All19B6·89A1-4B6E·84A5•9606E21BF9D9 l XL INDEiv1NIPICATION Contractor shall be fu[ly liable for the actions of its agents> employees, partners or subcontraetor,s and shall fully, for itself, its successors, assigns, executors, administrators, and anyone else who might attempt to sue on its behalf1 waive, release, hold harmless, indemnify, covenant not to sue, agree to defend, and forever discharge the City of Hialeah, its officers, eleoted Or appointed, directors, employees, agents, attorneys, contractors and all other persons, entities, organizations and corporations affiliated therewith ( all of whom constitl.lte the 11Released Parties 11 ) from any and all kinds of claims, suits, causes of action; damages, losses, liabilities, cos.ts or expenses, includfog court costs and attorney's fees at all level of proceedings (including appellate level), and any judgments, orders or decrees entered thereon or resulting therefrom, for any personal injury, loss oflife, damage to property, or any other liability, loss, cost or expense of any kind (collectively "Claims"), arising out of, resulting from, or relating to services to be provided pursuant to this Agreement or Contractor's exercise of any right or discharge of any obligation pursuant to the terms of this Agreement, except for Claims caused or resulting from the negHgent acts or omissions of the Released Patties, This Section shall survive the temiination of this Agreement. XII. LIM1TAT10N OF LIABILITY The City's tot11.l liability to the Contractor for any and all liabilities, claims, or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted 1 includiQg but not limited to breach of contract, tort, strict liability, statutory liability or otherwise, shall not in the aggregate, exceed the contract value of this Agreement. In no event shall the City be liable to the Contractor for any punitive, exemplary, special, indirect, incidental, or consequential damages (including, but not limited to, lost profits, lost business opportunities, los~ c,f use or equipment dow:n time, and loss of or corruption of data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the pllrties have been advis.ed of the possibility of such damages or loss. The City may, in addition fo other remedies available to the City at law or equity and upon notice to Contractor, retain such monies from a.mounts due Contractor or set off llny lia!>ility or other obligation to Contraotor as may be necessary to satisfy any Claim asserted against the City. XIII. CONFLICT OF INTEREST A.. Contraotor covenan'tll that no person under its employ who presently exercises any functions or responsibHities on behalf of the City in connection With this agreement has any personal financial interests, direct or indirect, with the Contractor. Contractor further covenants that, in the perfonna:nce of tlie agreement, no person having such conflicting interest shall be eII1ployed, Any such Interest on the part of the Contractor or its employees must be disclosed in writing to the City. B. Contractor is aware of the conflict of interest laws of the City, Hialeah Code ch, 26; Miami-Dade County, Florida, Code § 2~11.1; and the State of Florida, Chapter 112, Part HI, Florida Statutes and agrees that it shall fully comply in all respects with the tenns of said laws. 9 ' . i DocuSfgn ~rwelope ID: B2AB1985·89A1-4B6E-84A.5·96D6E21BF9D9 I XIV. INDEPENDENT CONTRACTOR Contractor, its employees, agents or representatives, shall be deemed to be independent contractors and not agenl'I or employees ofthe City and shall not attaln any rights or benefits under the civil service or pension ordinances of the City, or any rights generally afforded classified or unclassified employees. Contractor, its employees, agents or representatives, shall not be entitled to Florida Workers' Compensation benefits as an employee of th~ City. XV. INSURANCE A. .. Contractor shall provide, pay for and maintain in force at all times during the services to be perfonned, such insurance, including Workers' Compensation Insurance, Bmployer's Liability Insurance, Comprehensive General Liability insurance, Business Automobile Liability Insurance and Excess Liability Insurance, in such amounts acceptable to the Risk Manager of the City. B. Such policy or policies shall be issued by United States Treasury-approved companies authorized to do business ln the State of Florida, and having agen1s upon whom service of process may be made in the State of Florida. Contractor shall specifically protect the City ofHialeah, City of Hialeah Gardens, Miami-Dade County, and Florida Department of Transportation by naming the City of Hialeah, City of Hialeah Gardens, Miami-Dade Go1.mty, and Florida Department of Transportation as additional insureds under the Comprehensive General Liability Insurance Policy. C. All policies shall provide a notice of cancellation or restriction: The policy or policies must be endorsed to provide City with 30 days' notice of cancellation and/or restriction, 1. Worker's Compensation Insurance to apply for all employees in compliance with the state worker's compensation la wand all applicable federal law, including Employers Liability ofat least $500,000 per person, $500,000 per accident, and $500,000 for illness. 2. Comprehensive General Liability Insurance with minimum limits of $1,000,000.00 per oocurrence ~2,000,000.00 general aggregate combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage mu$t be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (1) Premises and/.or Operations; (2.) Independent Contractors: and (3) Personal Injury Coverage with Employee and Contractual Exclusions removed with mlnh'num lirnlts of coverage equal to those required for Bodily Injury [Aabllity and Property Damage l.,iabllity, 3. Business Automobile Liability Insuranqe with minimum liability limits of $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a fonn no more restrictive than the latest edition of the Business Automobile Uability Policy. without restrictive endorsements, as filed by the Insurance Services Office and must include: (I) Owned vehicles; and (2) Hired and non-owned vehicles. 10 I \ ,Doc11Slgr Envelope 10: B2A819B5·89A1•4B6E•ll4Afi.9806E21 BF809 I I 4. Excess Liability Insurance with minimum limits of $10,000,000 in addition to the primacy coverage identified in paragraphs l, 2 and 3. above in this section. 5. Employee Dishonesty/ Crime insurance with limits of'$250,000.00 which protects the City from Contractor's employee theft in the amount of $250,0()0.00. 6, Contractor shall provide City with a Certificate oflnsurance or a copy of all insurance pollcies required in this article. City reserves the right to require a certified copy of such policies upon request. All endorsements and certificates shal] state that City shall be given 30 days' notice prior to expiratioh or cancellation ofthe policy. XVI. TERMINATION The City retains the rigbt to terminate this Agreement upon 60 days written notice for cause or for a material breach ofthe Agreement prior to the completion of the service required without penalty to the City. The City retains the right to terminate for convenience (without cause) as provlded herein; however, in no event will the City terminate the Agreement for convenience to attempt to obtain a lower price or to avoid making what would be a valid change within the genera! scope of the Agreement. In the event, City exercises its right to terminate for convenience in accordance herein, i:n that event, a sixty-day (6'0) notice of termination of this agreement shall be in writing to Contractor who shall be paid for those services performed prior to the gate of its receipt of the notice of tennination, ln no case, however, will City pay the Contractor an amount In excess of the total sum provided by this agreement. The right to terminate contained in this sectii::m may be exercised subsequent to a bankrnptcy, and the parties expressly agree the same shall not be deemed a "De Facto clause" pursuant to Section 365(b)(2) of the Bankruptcy Code. [t Is hereby understood that any payment made to the Contractor lrt accordance with this sectioh shall be made only if the Contractor Is not in de fa.ult under the tenns of this agreement. If Contractor is in default, then the City shall in no way be obligated to pa.y and shall not pay the Contractor any sum. XVII. NONDISCRIMINATION The Contractor agrees that it shall not discriminate as to race, color, creed, national origin, religion, age or disability in connection with its performance hereunder. XVIII. LIQUIDATED DAMAGES In Jieu of actual damages the Contractor agrees that liquidated damages of($ l 00.00) per incident may be assessed and recovered by the City as against Contractor, in the event: (1) of a 'substantial delay beyond the allowable 40 minutes between bus stops; (2) due to driver mistreatment of passengers; each of which shall be separately assessed and deducted from 11 .DocuSlgn ID: B2AB19B5·89AHB6E•S4AS.96DflE21 BF909 Contractor's compensation. Therefore, Contractor shall be liable to the Owner for payment of liquidated damages in the amount of ($100,00) for each substantial delay and such liquidated damages are not intended to represent estimated nor actual damages and are not intended as a penalty. XIX. DEFAULT If the Contractor faUs to cotnply with the terms arid conditions of this agreeme11t, or fails to perfonn hereuhder. or files for bankruptcy or provides assignment or transfer to creditors, then the City, at its sole option upon written notice, may cancel and ten:t1inate this agreement, and all payments, adv.ance$, or. other compense,tlc;in paid to the Contractor. Payments made to the Contractor while the Contraotor. is in default of the provisions qcmtained herein, shall be returned forthwitll to the City. XX. FQRCJ:! MAJEURE Neither party shall be liable for failure or delay in performing obligations set forth in this agreement, and neither party shall be deemed in breaoh ofits obligations; if such failure to delay is due to national disasters, strike, look-out, or other industrial or transportation disturbances, law, regulation or ordinance, or any causes reasonably beyond the ccmtrol or such party. XXL APPLICABLBLA WAND VENUE This Agreement shall be Interpreted and construed in accordance with and governed by the laws of the state. of Florida. Venue for litigation concerning this Agreement shall be in Miami- Dade County, Florida, without regard to conflicts ofla.w principles. Jury trial Is hereby waived. XXII. AUDlT AND INSPECTlONS The Contra.otor shall maintain all project records as requested by the City. All project records prepat'ed by the Contractor shall be owned oy the City and shall be made available to the Clty at no addltional charge. The Contractor shall maintain all books, records, documents, accounting ledgers, and similar materials relating to work p~rformed for the City under this A,.greement on file for at lea.et four years following th.e date of final p11yment to the Contractor by the City. 'rhe above records retention requirement shall Include daily driver logs, medical examinations, as well liS all other books, records 1 and documents. Any duly authorized representative of the City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during the Contractor1s usual and customary business hours. The Contractor shall report service hours to the City on a weekly basis. The Contractor will develop periodic operational and financial reports for distribution to the City, These reports will be created containing information and data that is required by the City. At any time during normal business hours and as often as the City may deem necessary, thl!lre shall be made available to the City and/or representatives of the City to audit, examine, and make audits of all contracts, invoices, materials, payrolls, records of personnel; conditions of 12 I \ • I .OQouS/gn E:nvelope ID: 132A818B5•69A1,486E•84A5·8606E21 BF909 ! employment and other data relating to all matters related to this agreement. It is further understood that all records and supporting documents pertaining to this Agreement shall be maintained for a minimum period of four years. The retention and access period starts from the date of the submissiop of the annual performance and evaluation report In Which the specific activity is reported for the final time. The Contractor must request approval from the City before disposing of any records under this agreement, ff any litigation, cl~im, negotiation, audit or other action involving the records ha~ peen started before the eipiration of the four~year period 1 the records must be retained until completion of the action and resolution of all issues which arise from it or until the end of the four-year period, whichever is later. During the course ofa.n audit. lfthe City determilles that any payment made to the Contractor does constitl.lte an allowable expenditure, then the City will have the right to ded1,1ct or reduce those amounts from . the related inv.olce~. The Contractor must maintain records necessary to document compliance with the provisions of the agreement. XXIII. ENTIRE AGREEMENT This agreement and its attachments and exhibits constitute the sole ani:i only agreement of the parties 11nd a.ccufately set forth the rights, duties, and obligations of eaoh to the other. Any prior agreements, promises, negotiations, or representations not expressly set forth in this agreement are of no force and effect. XXIV. AMENDMENT No amendments to this agreement shall be binding on either party unless in writing and sign.ed by both parties. XXV. MlSCELLANEOUS A. Captions, title and para.graph headings are for convenient reference and are not a part of this agreement. Such captions, title or paragraph headings shall not be deemed In any manner to modify, explain, enlarge or restrict any of the provisions contained in this agreement. B, In the event of conflict between the tenns of this agreement and any terms or conditions in a.ny attached document or the RFP, the terms In this agreement shall prevail. C. No waiver or breach of any provision of this agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any prc:rvlsions 1 paragraph, sentence, work or pbrase contained. in this agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Hialeah, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to confonn with such laws, or if not modifiable to conform with such laws, then same shall be deemed 13 ,OocuSlgn Envelope ID: B2A819Bli•B9A1-4B6E•84A5-9608E2,18F900 severable,, ~nd In either eveijt, the r~mainiog terms a:nd l'r0\dsions mftJtis agreement $hall remain un:ftiodifted ~cfin tun force-and effect. B! F.urtheh.Assurancea. AU parties hereto Qpon the reqµest· of ari::Y,-other party shall execute suc.h f.u~het lbst;nunents or do'c~~nts as ma)' be reaspnal:il~rt¢quitod oy the requestlng patty· to imp lenient the terms,. oondlUons an:d prQv.lsions of' thl11 agr~emertt. IN WITNESS Wl18REOF'i the parties lt~reto htv.¢ pau~~c:l Qus, \n~.ument to be executed by th~ respecti've qfficials• thereunto,<;l.llly aqtftori~e.d:; 'tiffs-tlie'cl(l.y and yeat first above,writ,;en. ,. Matbet s Patj€1~ o · (SEAL) . Approved astci egal suffloiency and.to . , AtMts ~i'f-~l>D~",~ Corp,orate Sec:retaty (SEAL) ~· c Glity df l:{ji\Jeiihj '~ lof.idri Mt 'f?alin :Avenue H111.t~ali'1 FL 33.tH O,:o . Q A,uthotizetl •sigµature 1of Gonfractor G~:lgn1~bV! ,' ~~/::!~~ /Jr~ Miij;i.~ ia.111; •Bfi'b'cufiv-e VP anifdFO , ·. . . 12/'lS/ititl Date.~,-..... -···-········ ............... .. MV <Ji:intract Transpcirtatiort, Inc., a wholly .. owned subslcllarJ of the patent eomP!Ul-Yr,MY' T'ranspcirtatiol'I, Inc. Attm LegtffOep't 171·1 N. Rttske\i,Ave,-St.tiw tsdO bAlfas, 1'X\1S204 EXHIBIT "211 FIRST AMENDMENT TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THE CITY OF HIALEAH · This First Amendment to Municipal Circulator Services "Agreement'' for the City of jmaieah (this "Amendment''), is entered into 88 of June 6 , 2022 (the ~ffective Date"), by and ~en the City of Hialeah.i Florlc;la, a municipal oorporanon organized and existing under and by jVirtiie of the laws of the State of Florida (the ~ify"), and MV Contmct Transportation, Inc,, a ~laware cozponrtion ("Contractor''). The City and Contractor may hereinafter be referred t-0 f ollectively 88 the ~., and individually as a "fgtly." I .RECITALS: I A. The Parties have entered into that eertain Municipal Ciroulator Services Agreement for the City of Elialeah, dated as of January 3., 2022. pursuant to which Contractor provides certain tra.nsportation services fort.he City (the "Agreement"). Capitalized ~enns used in this Amendment ,nd not defined herein shall ha:ve the meanings given suc}J. terms in the Agr.,,:ement. ! B. The Parties desite to amend the Agreement as set forth herein. I NOW, TIIER.EFORE, in consideration of the mutnal covenan~ representations 1 and wmanties contained in this Al:nendm~nt. and ether ·good and valuable consideration, the :rooeipt and sufficiency of which are acknowledged, the Parties; intending to be legally bound, agtee 88 (ollows: I ~. A!nenciments. i I 1.1 Scope of Services. Article II "Scope of Services" of the Agreement is hereby 8fllended.to inco:qromte the new services detailed in th<;i attached Exhibit A. I ~. tiifect on Agreement. Except as specffi~y 11n1end.ed hereby, the tenns and provisions of the Agreement are in all other respects ratified and confirmed and remain in full force and effect ~thout modification or li:mitatlon. I 3. Countqparts. This Amendment may be executed simultaneously irt one or more cbunterparts, each of which shall be deemed an original but all of which together shall constitute ohe and the same instrument. Faxed and e--mailed copies of:manually executed sigµntrll'.e pages to this Am,endment will be fully binding and enforceable without the need for delivery of the origiru:tl nµmually exoouted signatrll'.e page. I 1 [Signature Page Follows] IN WITNESS WHEREOF, the Parties have executed thls Amendment t e effective a.<; of the Effective Oate. CITY: Name: Est~ba Title: Mayor CONTRACTOR: Jr. MV Contract Transportation. Inc. 2 EXIIlBIT A NEW SERVICE DESCRIPTION NEW SERVICE: The new service will utilize 5 buses to reduce headways on the Marlin routes land will be f.ree with no fares. \START DATE: The new s..-.ioe will start on or about July I, 2a!2. The City will provide written inotice to Contractor of the actual start date, which shall not be less than _30 __ business days \after the new buses have been delivered to Contractor. I i tr'ERM: The term of the new service will coincide with the Term of the Agreement. I boMPENSATION: Contractor will be compensated at the rates set forth in Section 3.1 of the {\greem(lnt. l I 1:)USES: The City will provide five (5) buses for the service. I l ' FARES: This is a free service; no fares will be collected. I I OTHER CHANGES: The City will add the additional bus on the Matlin routes to reduce headways (tviarlin routes only). Exhibit A EXHIBIT 11 3 11 AMENDMENT NO 2 TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THE CITY OF HIALEAH THIS AMENDMENT NO 2 TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THEClTY OP HIALEAH (tbis "Amendment") is made effective this second d~y of September, 2022 (the "Effective Date") by and between MV Contract Tl'ansporlatlon, Inc., ("Contractor") and the City of Hialeah, Florida (the ''City"). Conn·aotor and City may each be referred to hereinafter individually as a "Pal1y" or collectively as the "Parties." WHBRBAS, Contractor and CHy ate part)' to that ce!ialn Munlolpal Cil'culator Se1'vice11 Agl'eement dated Janua1·y 3, 2022 (the "Agreemel')t"), pursuant to which Contractor provides cert.ain transportation services fo1• the CltJ; and WHEREAS, the Parties amended the Agreement effective June 6, 2022; and WHE!REAS, Miami Dade County imposed a driver's houl'ly wage increase effective October l, 20:U; and WHEREAS, Article ll1 1 Paragraph 3,2.b. of the Agreement allows for an equitable adjustment ifby !aw an incl'ease is mandated; and WHEREAS, the Pai-ties wish to amend the Ag1·eement on the terms and s,1bject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agtee as follows: I. Definitions. Capitalized terms used and not defined in this Amendment have the t·espectlve meanings assigned to them in the Ag1·eement. 2. Modifications. a. The Pal'ties hereby agree to the following !'ates for the pe1·tbnnance orthe Services: Effective October I, 2022 through September 30, 2023, the following rates shall apply: Monthl Total Fix.ed Cost $17,$82.00 Variable Cost Pei· Service Hout· $34.72 3. Ratificatio11; No Waiver. Bxcept as expressly modified hereby, the Ag1·eement and all documents, instl'Uments, and agreements related thereto are hereby 1·atified and confirmed In all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any tight, power, or 1·emedy of either Pa1'ty hereto undel' the Agreement, not' constitute a waive1· of any provision of the Agreement. The Agl'eeme11t shall, togethe1· with this Amendment, be read and constl'ued as a single agrnement. Atl t·eferences In the Agreement and any related documents, inst1·u111e11ts, nnd agreements shall hereafte1· refer lo the Agreemenl as modified hereby. ~Autbm•ity. Bach Party hel'eto repl'esents and wa1·1·t11Jts that the execution and delivery by such PMty of this Amendment nnd the pe1fo1•mance by such Party of all of its agreements and obligations under the Ag1·eement as modified hereby a1·e within the organizational authority of such Pal'ly and have been duly authorized by all necessary 01·ganizatiot1al action on the pnrtofsuch Party. ,fs':\ C .. o•.n•te1•parts; Effectiveness. This Amendment. may. be ·.ex:ec•l.lted i.n one. or. more V counterpa11s (including by means of telecopied signature page or as a PDF or similar attachment to an elecll·onic communication), all of which i;hall be considered one and the same ng1·ee1nent> and slutll become effective when one 01· more counterparts hav.e been signed by each of the Parties and delivered to the othet· Pal'ties. IN WITNESS WHEREOF, the Parties have executed this Amendment on Hw date first wrilteti above, MV'I'RANSPORTATION INC. By:_~-f--,.,,,.-1-..s;;;.""524----- Name:· Titre·o---, ...... ~_.,.., By: ----+---"------FWI Name:Esteb Title: 2 DNWlD!'I of C DIU.J 01 v':.' J'JDff 0 1t11 11/iritJI 5U11¥ of Flor/du we/1:;/le .llimartment of State I Division of Comorations / Search Records / ful.ru:chJlyJ;QJity..1:-!..!lm!l / Detail by Entity Name Foreign Profit Corporation MV TRANSPORTATION, INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Princi(:!al Address 2711 N HASKELLAVE DALLAS, TX 75204 Changed: 01/15/2019 Mailing Address 2711 N HASKELL AVE DALLAS, TX 75204 Changed: 01/15/2019 F07000002036 94-2491705 04/16/2007 CA ACTIVE Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 05/04/2018 Address Changed: 05/04/2018 Officer/Director Detail Name & Address Title Director, COO KUKA, KEVIN 2711 N HASKELL AVE 1500 DALLAS, TX 75204 Title Secretary BURLS, CHRISTOPHER 2711 N HASKELL AVE 1500 DALLAS, TX 75204 Title CFO DIVISION OF CORPORATIONS PIERSON, JAMIE 2711 N HASKELLAVE 1500 DALLAS, TX 75204 Annua1Rel2Q.!ll_ Report Year 2022 2022 2023 Filed Date 04/25/2022 09/30/2022 01/17/2023 Document Images 01/17/2023-ANNUAL REPORT 09/30/2022 -AMENDED ANNUAL REPORT 04/25/2022 --ANNUAL REPORT 04/21/2021 --ANNUAL REPORT 01/21/2020 -ANNUAL REPORT 04/08/2019-AMENDED ANNUAL REPORT 01/15/2019-ANNUAL REPORT 05/04/2018 --Reg,._Agent Chang!,. 05/02/2018 -ANNUAL REPORT 12/11/2017 --AMENDED ANNUAL REPORT 03/21/2017 --ANNUAL REPORT 03/11/2016 --ANNUAL REPORT 01/08/2015-ANNUAL REPORT 04/30/2014 -ANNUAL REPORT 03/28/2013 -ANNUAL REPORT 04/26/2012 --ANNUAL REPORT 05/12/2011 --ANNUAL REPORT 02/15/2010 -ANNUAL REPORT 01/27/2009 --ANNUAL REPORT 01/22/2008 --ANNUAL REPORT 04/16/2007 -Foreign Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View Image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View Image in PDF format View image in PDF format View image In PDF format View image in PDF format F!orida.Dep<1rtinent f)f State, Division cf Corport1tmns 130 CITT Surtax -Hialeah Circulator Fund Fiscal Year: 2023 130.3220.544340 CONTRACTUAL SERVICES Total for (2) Operating Expenses Total expenses 3220 (Fund 130) FL 130 CITT Surtax -Hialeah Circulator Fun 2,100,000.00 2,100,000.00 2,100,000.00 2,100,000.00 2,100,000.00 2,100,000.00 Fund Totals $2,100,000.00 Revenue/Expenses Balance: 1,124,475.20 1,124,475.20 1,124,475.20 $1,124,475.20 $1,124,475.20 130 CITT Surtax -Hialeah Circulator Fund Trial Balance -Expenses 758,843.54 758,843.54 758,843.54 $758,843.54 216,681.26 216,681.26 216,681.26 $216,681.26 Printed: 6/2/2023 Trial Balance - 5/26/2023 Page:2 RESOLUTION NO. ----- RESOLUTION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK, AS ATTESTING WITNESS, ON BEHALF OF THE CITY TO ENTER INTO A THIRD AMENDMENT TO MUNICIPAL SERVICES AGREEMENT BETWEEN THE CITY OF HIALEAH AND MV CONTRACT TRANSPORTATION, INC. DATED JANUARY 3, 2022, ATTACHED AS EXHIBIT "A" TO PROVIDE SERVICES AND PERSONNEL IN CONNECTION WITH THE OPERATION OF BUSES THROUGH SEPTEMBER 30, 2024, AT THE SAME RATE AND TERMS FOR THE HIALEAH TRANSIT SYSTEM. WHEREAS, MV Contract Transportation, Inc., (Contractor), and City are parties to that certain Municipal Circulator Services Agreement dated January 3, 2022 (the "Agreement"), pursuant to which Contractor provides certain transportation services for the City through September 23, 2023, attached as Exhibit "1 "; and WHEREAS, the Parties amended the Agreement effective June 6, 2022 to provide free bus service, attached as Exhibit "2"; and WHEREAS, Miami-Dade County imposed an hourly wage increase effective October 1, 2022;and WHEREAS, Article III, Paragraph 3.2.b. of the Agreement allows for an equitable adjustment if by law an increase is mandated increasing operating costs; and WHEREAS, accordingly on October 11, 2022, the Second Amendment to the Agreement dated September 2, 2022 was approved, attached as Exhibit "3"; and WHEREAS, the Parties wish to amend the Agreement at the same price and on the same terms and subject to the conditions set forth herein for an additional one year. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, THAT: Section 1: The foregoing facts and recitations contained in the preamble to this resolution are hereby adopted and incorporated by reference as if fully set forth herein. Resolution No. --- Page 2 Section 2: The City of Hialeah, Florida hereby approves the Third Amendment to the Agreement between the City of Hialeah and MV Contract Transportation, Inc. to provide transportation services for the city of Hialeah, attached as Exhibit "A". Section 3: The City of Hialeah, Florida hereby authorizes the Mayor and the City Clerk, as attesting witness, on behalf of the City, to execute the Second Amendment to Professional Services Agreement a copy of which is attached hereto and made a part hereof as Exhibit "1," in furtherance thereof. Attest: PASSED AND ADOPTED this __ day of ________ , 2023. Monica Perez Council President Approved on this __ day of _______ , 2023. Mayor Esteban Bovo, Jr. ud Amendment to Municipal Circulator Services Agreement dated Jan 3, 2022.docx EXHIBIT "A" THIRD AMENDMENT TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT BETWEEN MV CONTRACT TRANSPORTATION, INC. AND CITY OF HIALEAH This Third Amendment to Municipal Circulator Services "Agreement" for the City of Hialeah (this "Amendment"), is entered into as of the ___ day of _______ , 2023 (the "Effective Date"), by and between MV Contract Transportation, Inc., a Delaware corporation ("Contractor") and the City of Hialeah, Florida, a municipal corporation organized and existing under and by virtue of the laws of the State of Florida (the "City"). Contractor and City may each be referred to hereinafter individually as a "Party" or collectively as the "Parties." WHEREAS, Contractor and City are party to that certain Municipal Circulator Services Agreement dated January 3, 2022 (the "Agreement"), pursuant to which Contractor provides certain transportation services for the City; and WHEREAS, the Parties amended the Agreement effective June 6, 2022 to provide free bus service; and WHEREAS, Miami-Dade County imposed an hourly wage increase effective October 1, 2022;and WHEREAS, Article III, Paragraph 3.2.b. of the Agreement allows for an equitable adjustment ifby law an increase is mandated increasing operating costs; and WHEREAS, accordingly on October 11, 2022, the Second Amendment to the Agreement dated September 2, 2022 was approved; and WHEREAS, the Parties wish to amend the Agreement at the same price and on the same terms and subject to the conditions set forth herein for an additional one year commencing on October 1, 2023 and ending on September 30, 2024. NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: a. The Parties hereby agree to amend the Agreement at the same price and on the same terms and subject to the conditions set forth herein for an additional one year commencing on October 1, 2023 and ending on September 30, 2024. b. Except as expressly modified hereby, the referenced Agreements and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of either Party hereto under the Agreement, nor constitute a waiver of any provision of the Agreement. The Agreements shall, together with this Amendment, be read and construed as a single agreement. All references in this Agreement and any related documents, instruments, and agreements shall hereafter refer to the Agreement as modified hereby. c. Authority. Each Party hereto represents and warrants that the execution and delivery by such Party of this Amendment and the performance by such Party of all of its agreements and obligations under the Agreement as modified hereby are within the organizational authority of such Party and have been duly authorized by all necessary organizational action on the part of such Party. d. Counterparts; Effectiveness. This Amendment may be executed in one or more counterparts (including by means of telecopied signature page or as a PDF or similar attachment to an electronic communication), all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. IN WITNESS WHEREOF, the Parties have executed this Third Amendment on the date first written above. MV TRANSPORTATION, INC. By: __________ _ Name: Title: CITY OF HIALEAH By: ________ _ Name: Esteban Bovo, Jr. Title: Mayor S:\DJ\AGREEMENTS\Third Amendment to Municipal Circulator Services Agreement.docx 2 DocuSign Envelope ID: B2A819B5-89A1-4B6E-84A5-9606E21 BF9D9 EXHIBIT 11 1 11 MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THE CITY OF HIALEAH This Agreement entered into this 3rd day of JanuaryL-~022, by and between the City of Hialeah, Florida, a municipal corporation organized and existing under and by virtue of the laws ofthe State of Florida ("City"), 501 Palm Avenue, Hialeah, FL 33010 and MV Contract Transportation, Inc., ("Contractor"), a Delaware corporation, having its principal place ofbusiness at 2711 N. Haskell Ave., Suite 1500, Dallas, TX 75204. WHEREAS, on August 25, 2021, the City of Hialeah, Florida advertised its Request for Proposals for municipal circulator services, RFP # 2020/21-3220-24-004; and WHEREAS, the Contractor agrees to provide professional services and personnel in connection with the operation of buses for the Hialeah Transit System pursuant to the RFP; and WHEREAS, the population at large shall benefit by access to public transportation, which shall meet local needs; and WHEREAS, the City awarded the contract to MV Contract Transportation, Inc., pursuant to Hialeah, Fla., Resolution No. 2021-155; and WHEREAS, the Contractor, familiar with the Scope of Work required in the Request for Proposal and having expressed its desire and willingness to provide such professional services and having presented their qualifications to the City; and WHEREAS, the City agrees to enter into this agreement with the Contractor and the Contractor agrees to provide the services under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understood and agree as follows: I. INITIAL TERM AND RENEWAL OPTIONS 'The term of this agreement shall be for a term of two years of operation of service commencing on October 1, 2021 and ending on September 30, 2023. This agreement will be in effect during the term indicated above. All activities as described in the Scope of Services shall be undertaken, performed and completed within the tenn provided herein. II. SCOPE OF SERVICES 2.1 The professional services to be performed by the Contractor are contained in the Request for Proposal RFP # 2020/21-3220-24-004. If there is a conflict with the Request for Proposal and/or the Response to Request for Proposal and this agreement, this agreement shall prevail. The City reserves the right to resolve any contradictions and to correct any errors contained in its proposal documents. Any conflicts between the Request for Proposal, Addenda, and Responses shall be resolved in favor of the provisions of this agreement. , DocuSign Envelope ID: B2A81985-89A1-4B6E-84AS..96D6E21BF909 2.2 The Contractor is responsible for all costs, fees, fines, assessments or taxes pursuant to this agreement in operating the buses. 2.3 The Contractor shall be responsible for all damages to the buses. 2.4 The City shall provide the following buses to the Contractor for use solely in connection with the terms of this .agreement: See Exhibit "A" The buses are owned by the City, and the Contractor shall not utilize the buses for any other use except as authorized by this agreement. The Contractor leases the buses from the City for the rate of $1.00 annually. These buses will be covered by the Contractor's insurance, and it will be the responsibility of the Contractor to get all necessary permits and tags for these buses. The City may provide replacement buses during the course of this agreement, and any replacement buses will be covered by the Contractor's insurance, and it will be the responsibility of the Contractor to get all necessary permits and tags for any replacement buses. The Contractor agrees to have a ready-for~service spare bus, covered by the Contractor's insurance with all necessary permits and tags, within the vicinity of the City of Hialeah. The Contractor shall provide bus services within the City according to the schedule as determined by the City. The City shall be responsible for designation of the pick-up and delivery points and the Contractor shall only use such stops for the authorized routes. The established service includes locations within the City of Hialeah and City of Hialeah Gardens. Two fixed routes are currently being operated known as the Marlin Route and Flamingo Route as depicted in Exhibit "B 11 • The Contractor shall provide the bus services on Monday through Friday from 6 a.m. to 7:30 p.m., and on Saturdays and holidays from 9 a.m. to 3:30 p.m. The contractor shall ensure no more than 40 minutes wait time between stops. This schedule will be the basis for the regular hourly rate. The route and hours of operation may be amended from time to time at the discretion of the City to respond to the needs of the community. From time to time, the City may request that the Contractor operate the transportation service beyond the fixed route schedule. This additional service may include, but will not be limited to, extended hours of service, and/or special routings to assist during the postwrecovery period after a damaging storm or other natural disaster. The Contractor will provide the service as directed by the City and will be compensated at the hourly rate for additional service: 2.5 For the purposes of the ongoing operation of the transit system, the Contractor's point of contact will be the site manager, and the City's point of coptact will be the City 1:ransit manager. 2.6 The City has developed the operating schedules and bus blocks and will be responsible for any adjustments or changes to the schedules. The Contractor may alter the proposed bus blocks, but must submit any changes to the City for approval prior to implementation. The Contractor will be responsible for all driver scheduling. Contractor input will be solicited for adjustments in running times and must report any ongoing schedule adherence problems. 2 , D □cuSign Envelope ID: 82A81985-89A1·4B6E•84A5-96D6E21BF9D9 2.7 A farebox with a vault shall be provided on each vehicle. The Contractor shall be required to install and maintain a locking vault-type farebox. A full vault shall be removed, replaced by a second empty vault, and the vaults delivered unopened to the City's designated location daily for deposit as herein provided. If necessary, the City will purchase additional fare box vaults to maintain the cash hand! ing procedure. Security of fares and vaults are the responsibility of the Contractor until they are delivered to and received by the City. Accurate passenger counts by trip and fare category will be taken daily, and will be delivered to the City along with fare vaults. All fares will be consistent with Miami-Dade County Transits' fares. 2.8 The Contractor shall provide knowledgeable, effective supervisory staff to support the transit operation. The Contractor will recruit, hire, train and employ supervisory personnel, including a site manager, dispatchers and road supervisors for the purpose of overseeing the operation of service) and to ensure safe, reliable transit service. All personnel assigned to this project shall be knowledgeable of the circulator service. All project personnel shall maintain a professional, courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Discourtesy, rudeness or the use of profanity will not be tolerated and shall be grounds for immediate removal ofthe offending employee from performing work within the program. Drivers and dispatchers shall accurately complete and submit the required operating reports daily. All personnel shall be required to attend quality/safety workshops as required by the City up to a maximum of eight hours per year per employee. The Contractor shall provide manuals related to personnel policies and procedures, and maintain an employee acknowledgment file with employee signature indicating they have read and fully understand its contents. · 2.9 The drivers employed by the Contractor for the purpose of providing the bus services shall be properly licensed operators. The drivers shall possess the qualifications as required by the State of Florida and Miami-Dade County, Florida, including a current commercial driver's license•with a passenger endorsement. All drivers shall be employees of the Contractor. The Contractor shall ensure that all drivers are familiar with all policies and procedures of the City regardless of distribution of written materials to same. The City may send a representative to any of the Contractor's driver training classes to present the City's vision of what is expected of the transit system, The drivers shall ensure that every passenger transported on the buses pays a fare, or surrenders or shows a valid type of fare media, or appropriate identification in exchange for boarding the vehicle. Drivers shall be fully trained in defensive and vehicle handling. Drivers shall be trained in the special skills required to provide transportation to elderly and disabled individuals. Drivers shall assist passengers confined to wheelchairs in boarding and shall perfonn the tiedowns. Drivers shall be trained to operate all types of buses (including reserve buses) in service, wheelchair lifts and securement systems, and other equipment that they may be expected to use during service hours. Regularly assigned drivers or trained back-up drivers shall be available and on time daily to ensure consistent and reliable service. No driver shall take lunch hour or breaks inside or close by his/her vehicle. Passengers must never be kept waiting. Drivers shall be dressed and groomed appropriately and they shall be in a uniform acceptable to the City. Drivers shall wear identification tags clearly displaying their first name only while perfonning their duties. Each driver and bus shall have an accurate timepiece available and in clear sight at all times during vehicle operation. Drivers are required to have a thorough knowledge of traffic regulations along the route and the schedule time points. Drivers need to be sensitive to ridership comforts, such as 3 , OocuSlgn Envelope ID: B2A819B5-89A1-4B6E-84A5-9606E21BF9D9 the interior temperature on their respective vehicle, cleanliness of vehicles, etc. Drivers need to be familiar with the City's transit system's policies and procedures including the System Safety Program Plan and Hazard and Security Plan. 2. 10 It is highly desirable that any person hired by the Contractor for thisagreement be bilingual in English and Spanish. The Contractor will establish and maintain an effective driver safety program, an occupational health and safety program, a drug testing and awareness program and will maintain a drug-free workplace that meets FTA guidelines. In addition to operating and supervising the service, the Contractor's personnel will be responsible for distribution of passenger information materials on the buses and in the field, as necessary. 2. 11 The Contractor shall comply with all laws, ordinances, and regulations applicable to the services contemplated herein, and in the RFP. The Contractor is presumed to be familiar with all federal, state and local laws, ordinances, codes and regulations that may in any way affect the services offered, especially the requirements of the Miami-Dade County Passenger Transportation Regulatory Commission and Executive Order No. 11246 entitled "Equal Employment Opportunity'1 and as amended by Executive Order No. l 1375, as supplemented by the Department of Labor Regulations (41 CFR, Part 60), and any and all other local, state and federal directives, ordinances, rules, orders and laws. Ignorance on the part of the Contractor will ::.in no way relieve it from responsibility. 2.12 The Contractor shall comply with all applicable requirements of the Americans with Disabilities Act (ADA) at all times while the buses provided herein are being utilized for public transportation and while utilizing any and all routes approved herein. To the extent that any terms of this Agreement are inconsistent with the ADA, the requirements of the ADA shall control. 2.13 The Contractor shall at all time during this Agreement comply with all applicable requirements of the United States Department of Transportation and the Federal Transit Administration, which shall include, but not be limited to, regulations for drug and alcohol testing. To the extent that any tems of this Agreement are inconsistent with the United States Department of Transportation regulations, the requirements of the United States Department ofTransportation shall control. 2. 14 The Contractor shall develop, implement, and maintain a fonnal safety program including periodic safety meetings, participation in safety organizations, safety incentives offered by the Contractor to drivers and other employees, and participation in risk management activities under the auspices of the Contractor's insurance carrier or other organization. The Contractor shall provide an outline of said safety program, including periodic updates to the Cit-y. The Contractor will require all drivers, dispatch personnel, and supervisors to participate in the safety program. 2.15 The Contractor shall obtain all applicable local, county, state, and federal licenses necessary for the provision of the bus services in Miami-Dade County, Florida, and the Contractor shall have a Special Services license from the County Passenger Transportation Regulatory Division. The Contractor shall also assist the City in obtaining any further county, state or federal authorizations, 4 • DocuSign Envelope ID: B2A619B6·69A1-4B6E-64A5-96D6E21BF909 2.16 The Contractor shall at all times maintain buses in good mechanical condition and safe operating condition, and in conformity with all applicable local, state, and federal safety regulations. Standards of performance for cleanliness, mechanical reliability, and interior and exterior cosmetic appearance will be developed by the City prior to the implementation of service. The Contractor will clean and fumigate the buses. The Contractor shall clean the exterior and interior of the buses twice a week, and the interior of the bus should be maintained in a clean manner by the drivers daily. The Contractor will be expected to adhere to these standards. The Contractor will ensure that vehicles are operated safely and in a manner that will prevent excessive wear and tear. Any indication of abuse of the buses noted by the City will be brought to the attention of the Contractor for corrective action. Repairs made necessary as a result of abusive operation of the equipment by the Contractor's personnel will be billed to the Contractor. 2.17 The Contractor shall provide road supervision as required to monitor drivers, buses, quality of service, and adherence to all established routes and time schedules, and to respond to emergency calls. 2.18 The Contractor shall notify the City of any service irregularity which will include, but not be limited to, accidents, incidents, complaints, service delays and schedule adherence problems, video camera operation, and fare box. malfunctions. Notification should not be more than one hour after an incident involving personal injury and/or ·property damage and should occur by the end of the service day for other incidents. Verbal notification must be followed by written documentation from the Contractor to the City. 2. 19 The Contractor shall implement and maintain formal and expedient procedures to respond to all circulator service accidents, disturbances, passenger injuries or fatalities, and any other service interruptions or failures. These shall be reported to the City in a timely manner. All traffic accidents involving circulator service vehicles, irrespective of injury or damage, shall be immediately reported to the City of Hialeah Police Department. The Contractor shall advise the City of Hialeah Police Department of the accident and request a police unit to investigate the accident and the City of Hialeah Police Department ID Unit to photograph the scene. The City's transit manager shall be immediately notified by telephone by the Contractor of any accideI}.t or incident, especially those resulting in injury, in loss or damage to the City and/or private property. Written notification shall follow within 24 hours. This written notification shall describe the sequence of events and include reports by driver, attendant, witness, etc. Further, fatalities are to be reported verbally to PDOT within 24 hours of the incident, followed with a written report within the next 24 hours. Hialeah Transit System buses involved in accidents shall be repaired by a City approved repair shop and billed through Contractor's insurance or deducted from Contractor's mv0lce. 2.20 The Contractor shall implement a written dispute resolution process for the rapid resolution of passenger complaints regarding the bus services. The Contractor shall document passenger complaints and describe any actions taken to resolve such complaints and verbally report to the City transit manager the complaints and actions taken within the same business day of any complaint and in writing within 24 hours. 5 . Doc11Sign Envelope ID: B2A81985-B9A 1-4B6E-84A5-9606E21 BF909 2.21 The City shall prepare, place, schedule and pay for all advertising and promotional materials designed to inform the general public of service operations and to promote ridership. Advertising on the exterior or interior of the buses used under this agreement will be coordinated and administered by the City. The City will retain any revenues. III. CO.MPENSA TION 3 .1 The City agrees to pay the Contractor the hourly rate of $27.01 per vehicle service hour and a fixed monthly rate of $15,530 in the first year. For the second year, the City agrees to pay contractor an hourly rate of $27.97 per vehicle service hour and a monthly fixed foe of $14,893. For purposes of this agreement, vehicle service hours shall be defined as all hours of operation from the time that the driver arrives at the yard to perform pre-trip inspection of the vehicle through the time that the driver returns the vehicle to yard and performs the post-trip inspection. The driver shall not delay upon arrival and return to perfonn pre-trip and post-trip inspections. The hourly rate for out-of-contract services performed outside normal operating hours will be billed at the same rate or a lower negotiated amount. Invoices are generally paid within 30 days of receipt for services rendered and verified as accurate by the City. If the City does not pay an accurate, verified invoice within 30 days, the Contractor shall provide City written notice and an opportunity to cure within 15 days of receipt of such notice. The Contractor must obtain prior written approval of the City prior to performing services that are outside the Scope of Services in this agreement 3.2 Changes. Changes to this Contract shall be effective only upon written agreement between the parties to this Contract. Each change to this Contract shall be sequentially numbered as a change order hereto and signed by authorized representatives of the City and Contractor. Change orders shall only amend the specific portions of this Contract as written in the change order and shall not change any other portion of this Contract. a. The City may, at any time, request changes within the general scope of this Contract. If any such change will cause an anticipated increase in the cost of, or the time required for, the performance or any part of the work under this Contract, or would result in an anticipated decrease to Contractor's estimated annual vehicle service hours of 28,573 per year, or increases in the amount of deadhead miles/ and or hours than originally contemplated in the RFP, the parties shall meet to negotiate an equitable adjustment to Contractor's rate and the Contract will be amended accordingly by written change order. b. In the event any federal, state, or local law, rule, regulation or ordinance becomes operative during the term of this Contract that has the effect of increasing Contractor's operating costs, to include, but not limited to, laws, rules, regulations, or ordinances pertaining to environmental protection or climate change, such as carbon credits, or new taxes imposed based on energy consumption; changes in the Americans with Disabilities Act; or government required increases to employee wages and/or benefits, to include health care benefits, the City and Contractor shall meet to discuss the impact of these unanticipated additional costs and negotiate an equitable adjustment to Contractor's rates. 6 •DocuSlgn Envelope ID: B2A819B5-89A1-4B6E-84A6-96D6E21BF9D9 IV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS The parties shall comply with all applicable laws, ordinances, codes, rules and regulations of federal, state and local governments, including the City, relating_to transportation systems. The Contractor will adhere to all United States Department of Transportation, Federal Transit Administration and Florida Department of Transportation regulations in order that the City will remain and/or retain its eligibility for any and all Operating and Capital assistance funding programs. The Contractor shall comply with the City of Hialeah's System Safety Program Plan, and Hazard and Security Plan. V. GENERAL CONDITIONS All notices or other communications which shall or may be given pursuant to this agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY Justo Espinosa Transit Manager City of Hialeah 900 East 56 Street Hialeah, FL 33013 Telephone: 305-681-5757- CONTRACTOR Marie Graul, Executive Vice President and CFO MV Transportation, Inc., a wholly-owned subsidiary of the parent company, MV Transportation, Inc. Attn: Legal Dept 2711 N. Haskell Avenue, Suite 1500 Dallas, TX 75404 VI. OWNERSHIP OF DOCUMENTS AND PUBLIC RECORDS All documents deveioped by the Contractor under this agreement shall be delivered to City by the Contractor upon completion of the services required and shall become the property of City, without restriction or limitation of its use. The Contractor agrees that all documents maintained and generated hereto shall be subject to the applicable provisions of the Public Records Law, Chapter 119, Florida Statutes. [F THE CONTRACTOR HAS QUEST£0NS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONT ACT THE CUSTODIAN OF PUBLIC RECORDS the Office of the City Clerk: 501 Palm Avenue, Hialeah, Florida 33010, 3rd Floor; Telephone (305) 883-5820 or (305) 883-5823 for assistance. Ifhearing impaired, telephone the Florida Relay Service Numbers, (800) 955-8771 (TDD) or (800)955-8770 (VOICE), for assistance. 7 , DocuSign Envelope ID: B2A81985-B9A1-486E-84A5-96D6E21BF909 Contractor must comply with public records laws, specifically to: 1. Keep and maintain public records required by the public agency to perfonn the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 in chapter I 19 Florida Statutes or as otherwise provided by !aw. 3. 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 contract tenn and following completion of the contract if the contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perfonn the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be . provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. VIL NONDELEGABLE The duties and obligations undertaken by the Contractor pursuant to this agreement shall not be delegated or assigned to any person or firm unless the city shall first consent in writing to the performance or assignment of such service or any part thereof by another person or finn. Such consent shall not be unreasonably withheld, conditioned, or delayed. VIII. A WARD OF AGREEMENT The Contractor warrants that it has not employed or retained any person employed by the City to solicit or secure this agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the City any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this agreement. IX. CONSTRUCTION OF AGREEMENT This agreement shal1 be construed and enforced according to the laws of the State of Florida. Venue for any litigation, which may arise in connection with this Agreement, shall be in Miami-Dade County, Florida. The Contractor agrees to be subject to the jurisdiction (subject matter and in personam) of the courts in Miami-Dade County, Florida and amenable to process. X. SUCCESSORS ANDASSIGNS This agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. 8 • DocuSign Enve,lope ID: 82A619B5-69A1-486E•64A5-96D6E21BF909 XL INDEMNIFICATION Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully, for itself, its successors, assigns, executors, administrators, and anyone else who might attempt to sue on its behalf, waive, release, hold harmless, indemnify, covenant not to sue, agree to defend, and forever discharge the City of Hialeah, its officers, elected or appointed, directors, employees, agents, attorneys, contractors and all other persons, entities, organizations and corporations affiliated therewith (all of whom constitute the "Released Parties 11 ) from any and all kinds of claims, suits, causes of action, damages, losses, liabilities, costs or ex:penses. including court costs and attorney's fees at all level of proceedings (including appellate level), and any judgments, orders or decrees entered thereon or resulting therefrom, for any personal injury, loss oflife, damage to property, or any other liability, loss, cost or expense of any kind ( collectively "Claims"), arising out of, resulting from, or relating to services to be provided pursuant to this Agreement or Contractor's exercise of any right or discharge of any obligation pursuant to the terms of this Agreement, except for Claims caused or resulting from the negligent acts or omissions of the Released Parties. This Section shall survive the termination of this Agreement. XII. LIMITATION OF LIABILITY The City's total liability to the Contractor for any and all liabilities, claims, or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted, including but not limited to breach of contract, tort, strict liability, statutory liability or otherwise1 shall not in the aggregate, exceed the contract value of this Agreement. In no event shall the City be liable to the Contractor for any punitive, ex:emplary, special, indirect, incidental, or consequential damages (including, but not limited to, lost profits, lost business opportunities, loss of use or equipment down time, and loss of or corruption of data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the parties have been advised of the possibility of such damages or loss. The City may, in addition to other remedies available to the City at law or equity and upon notice to Contractor, retain such monies from amounts due Contractor or set off any liability or other obligation to Contractor as may be necessary to satisfy any Claim asserted against the City. XIII. CONFLICT OF INTEREST A. Contractor covenants that no person under its employ who presently exercises any functions or responsibilities on behalf of the City in connection with this agreement has any personal financial interests, direct or indirect, with the Contractor, Contractor further covenants that, in the performance of the agreement, no person having such conflicting interest shall be employed. Any such interest on the part of the Contractor or its employees must be disclosed in writing to the City. B. Contractor is aware of the conflict of interest laws of the City, Hialeah Code ch, 26; Miami-Dade County, Florida, Code§ 2-11.l; and the State of Florida, Chapter 112, Part III, Florida Statutes and agrees that it shall fully comply in all respects with the terms of said laws. 9 DocuSign Envelope ID: B2A81985-89A1·4B6E·84A5•96D6E21BF9D9 XIV. INDEPENDENT CONTRACTOR Contractor, its employees, agents or representatives, shall be deemed to be independent contractors and not agents or employees of the City and shall not attain any rights or benefits under the civil service or pension ordinances of the City, or any rights generally afforded classified or unclassified employees. Contractor, its employees, a.gents or representatives, shall not be entitled to Florida Workers' Compensation benefits as an employee of the City. XV. INSURANCE A. Contractor shall provide, pay for and maintain in force at all times during the services to be performed, such insurance, including Workers' Compensation Insurance, Employer's Liability Insurance, Comprehensive General Liability Insurance, Business Automobile Liability Insurance and Excess Liability Insurance, in such amounts acceptable to the Risk Manager of the City. B. Such policy or policies shall be issued by United States Treasury~approved companies authorized to do business in the State of Florida, and having agents upon whom service of process may be made in the State of Florida. Contractor shall specifically protect the City of Hialeah, City of Hialeah Gardens, Miami-Dade County, and Florida Department of Transportation by naming the City of Hialeah, City of Hialeah Gardens, Miami-Dade County, and Florida Department of Transportation as additional insureds under the Comprehensive General Liability Insurance Policy. C. All policies shall provide a notice of cancellation or restriction: The policy or policies must be endorsed to provide City with 30 days' notice of cancellation and/or restriction. 1. Worker's Compensation Insurance to apply for all employees in compliance with the state worker's compensation law and all applicable federal law, including Employers Liability ofat least $500,000 per person, $500,000 per accident, and $500,000 for illness. 2. Comprehensive General Liability Insurance with minimum limits of $1,000,000.00 per occurrence $2,000,000.00 general aggregate combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (1) Premises and/or Operations; (2) Independent Contractors; and (3) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 3. Business Automobile Liability Insurance with minimum liability limits of$ 1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. 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 Services Office and must include: (1) Owned vehicles; and (2) Hired and non-owned vehicles. 10 -DocuSlgn Envelope ID: B2A819B5-89A1•4B6E•84A5•9606E21 BF!lO9 4. Excess Liability Insurance with minimum limits of $10,000,000 in addition to the primary coverage identified in paragraphs l, 2 and 3 above in this section. 5. Employee Dishonesty/ Crime insurance with limits of$250,000.00 which protects the City from Contractor's employee theft in the amount of $250,000.00. 6. Contractor shall provide City with a Certificate oflnsurance or a copy of all insurance policies required in this article. City reserves the right to require a certified copy of such policies upon request. All endorsements and certificates shall state that City shall be given 30 days' notice prior to expiration or cancellation of the policy. XVI. TERMINATION The City retains the right to terminate this Agreement upon 60 days written notice for cause or for a material breach of the Agreement prior to the completion of the service required without penalty to the City. The City retains the right to terminate for convenience (without cause) as provided herein; however, in no event will the City terminate the Agreement for convenience to attempt to obtain a lower price or to avoid making what would be a valid change within the general scope of the Agreement. In the event, City exercises its right to terminate for convenience in accordance herein, in that event, a sixty-day (60) notice of termination of this agreement shall be in writing to Contractor who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will City pay the Contractor an amount in excess of the total sum provided by this agreement The right to tenninate contained in this section may be exercised subsequent to a bankruptcy, and the parties expressly agree the same shall not be deemed a "De Facto clause" pursuant to Section 365(b)(2) of the Bankruptcy Code. It is hereby understood that any payment made to the Contractor in accordance with this section shall be made only if the Contractor is not in default under the terms of this agreement. If Contractor is in default, then the City shall in no way be obligated to pay and shall not pay the Contractor any sum. XVII. NONDISCRlMINA TION The Contractor agrees that it shall not disctiminate as to race, color, creed, national origin, religion, age or disability in connection with its perfonnance hereunder. XVIII. LIQUID A TED DAMAGES In lieu of actual damages the Contractor agrees that liquidated damages of($ 100.00) per incident may be assessed and recovered by the City as against Contractor, in the event: (I) of a 'substantial delay beyond the allowable 40 minutes between bus stops; (2) due to driver mistreatment of passengers; each of which shall be separately assessed and deducted from 11 .DocuSign Envelope ID: B2A81985-89A1-4B6E-84A5-96D6E21BF9D9 Contractor's compensation. Therefore, Contractor shall be liable to the Owner for payment of liquidated damages in the amount of($ 100.00) for each substantial delay and such liquidated damages are not intended to represent estimated nor actual damages and are not intended as a penalty. XIX. DEFAULT If the Contractor fails to comply with the terms and conditions of this agreement, or fails to perform hereunder, or files for bankruptcy or provides assignment or transfer to creditors, then the City, at its sole option upon written notice, may cancel and terminate this agreement, and all payments, advances, or. other compensation paid to the Contractor. Payments made to the Contractor while the Contractor. is in default of the provisions contained herein, shall be returned forthwith to the City. XX. FORCE MAJEURE Neither party shall be liable for failure or delay in performing obligations set forth in this agreement, and neither party shall be deemed in breach of its obligations, if such failure to delay is due to national disasters, strike, lock-out, or other industrial or transportation disturbances, law, regulation or ordinance, or any causes reasonably beyond the control of such party. XXL APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. Venue for litigation concerning this Agreement shall be in Miami- Dade County, Florida, without regard to conflicts oflaw principles. Jury trial is hereby waived, XXII. AUDIT AND INSPECTIONS The Contractor shall maintain all project records as requested by the City. All project records prepared by the Contractor shall be owned by the City and shall be made available to the City at no additional charge. The Contractor shall maintain all books, records, documents, accounting ledgers, and similar materials relating to work Ptlrformed for the City under this Agreement on file for at least four years following the date of final payment to the Contractor by the City. The above records retention requirement shall include daily driver logs, medical examinations, as well as all other books, records, and documents. Any duly authorized representative of the City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during the Contractor's usual and customary business hours. The Contractor shall report service hours to the City on a weekly basis. The Contractor will develop periodic operational and financial reports for distribution to the City. These reports will be created containing information and data that is required by the City. At any time during normal business hours and as often as the City may deem necessary, there shaU be made available to the City and/or representatives of the City to audit, examine, and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of 12 .DocuSign Envelope ID: B2A819B5-89A1-4B6E-84A5-9606E218F9D9 employment and otber data relating to all matters related to this agreement. It is further understood that all records and supporting documents pertaining to this Agreement shall be maintained for a minimum period of four years. The retention and access period starts from the date of the submission of the annual perfonnance and evaluation report in which the specific activity is reported for the final time. The Contractor must request approval from the City before disposing of any records under this agreement. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the four-year period, the records must be retained until completion of the action and resolution of all issues which arise from it or until the end of the four-year period, whichever is later. During the course ofan audit, if the City determines that any payment made to the Contractor does constitute an allowable expenditure, then the City will bave the right to ded\lct or reduce those amounts from the related invoices. The Contractor must maintain records necessary to document compliance with the provisions of the agreement. XXIII. ENTIRE AGREEMENT This agreement and its attachments and exhibits constitute the sole and only agreement of the parties and accurately set forth the rights, duties, and obligations of each to the other. Any prior agreements, promises, negotiations, or representations not expressly set forth in this agreement are of no force and effect. XXIV. AMENDMENT No amendments to this agreement shall be binding on either party unless in writing and signed by both parties. XXV. MISCELLANEOUS A. Captions, title and paragraph headings are for convenient reference and are not a part of this agreement. Such captions, title or paragraph headings shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this agreement. B. In the event of conflict between the tenns of this agreement and any terms or conditions in any attached document or the RFP, the terms in this agreement shall prevail. C. No waiver or breach of any provision of this agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provisions, paragraph, sentence, work or phrase contained in this agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Hialeah, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed 13 ,DocuSlgo Envelope ID: B2A819135•89A1-4B6E•84J\5•96D6E2_1Br9b9 severable, and in eH:l'l.er event; the remaining terms and provisk.111s 0fthis agreement shall remain unmodified ancl in full force-and effect. Bl RurthehAssura.nc.es. All parties hereto upon therequest,of any other party shall execute su.qh :fiirihet ihstruhJ.ents ot documints as ma:y be_ reasonably,etequ.ir.ed by the requesting party to implement thetenns,.oondilitfr:tii and provisions ofthl1:1 agreemertt. · I:N WITNESS Wl:IER.EOFj th.e parties Jieretp.ha-v¢ caused this i_n$1r.umentto be executed by the respecHve qffioials tMreunta du.ly a.utfiol'i~ecl, thrs-the·alty and yeat first above,written~ 0iey Of Htale~llt:Vlotidtt 501 Pabn.:A.venue Hial~alt1 FL 3311 io"o .· .. · 0 Attest: M!irbetys Patjo, Cf: (SEAL) .• ApprovedastO egalsuffieiency andfo. ~K).!.dtlR:rf ·g,·~;-zz. Corporate Secretary (SEAL) @_ Authorized sigµ.ature'of Corttilacfot xecutive VP ancfGFO Date:.1~~::!..~:~~: .................... . MV Contract Transportatiort, Inc., a. wholty ... owned subsidiary of the patent cohip1111.y,fMV Transpt5rtatiot1, Inc. Attn: legaLO.ept 2711 N. Hiis~eii Ave, Suife 1100 '.ballasj uc;1szo4 ·s:\DJ'IAOREEMENTS\municipal.cirrlulat.otsetvices ligrellrnilnt(l7.~9.:/.l),doi:lk 14' EXHIBIT 11 2 11 FIRST AMENDMENT TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THE CITY OF IIlALEAH This First Amendment to Municipal Circulator Services "Agreement" for the City of Hialeah (this "Amendment''), is entered into as of June 6 , 2022 (the "Effective Date"), by and between the City of Hialeah, Florida, a municipal eorporanon organized and existing under and by virtue of the laws of the State of Florida (the "Cityj, and MV Contract Transportation, Inc., a Delaware corporation ("Contractor'J• The City and Contractor may hereinafter be referred to collectively as the "Parties" and individually as a .. ~." .RECITALS: A. The Parties have entered int-0 that certain Municipal Circulator Services Agreement for the City of Hialean, dated as of January 3, 2022~ pursuant to which Contractor provides certain tra,nsportation services forthe City (the" Agreement"). Capitalized terms used in this Amendment and not defined herein shall have the meanings given sueh ternl$ in the Agreement. B. The Parties desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties contained in this Amendment, and ether ·good and valuable consideration, the receipt and sufficiency of which are acknowledged, th:e Parties, intending to be legally bound, agree as follows: 1. Amendments. 1.1 Scope of Services.. Article II "Scope of Services" of the Agreement is hereby am.ended to incorporate the new services detailed in the attached Exhibit A. 2. Effect on.Agreement. Except as specifically amended hereby, the terms and provisions of the Agreement are in all other respects ratified and confirmed and remain in full force and effect without modification or limitation. 3. Countqparts.. This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument Faxed and e-mailed copies of manually executed signature pages to this Amendment will be fully binding and enforceable without the need for delivery of the original manually executed signature page. [Signature Page Follows] IN WITNESS WHEREOF, the Parties have executed this Amendment t e effective as of the Effective Date. CITY: Name: Esteba Jr:. Title: Mayor: CONTRACTOR: MV Contract Transportation. Inc. By: __,bJ!---i-!.IJ.\AA...J>-,lf...lJ.1~~~~~- Name: f\{\Q,f 1 ~ ~'<·o..u..\ Title: b¥LCu hutU1aVfe:t:i,c1tw '"1 Cfo 2 EXHIBIT A NEW SERVICE DESCRIPTION NEW SERVICE: The new service will utilize 5 buses to reduce headways on the Marlin routes and will be free with no fares. START DATE: The new service will start on or about July 1~ 2022. The City will provide written notice to Contractor of the actual start date, which shall not be less than _30 __ business days after the new buses have been delivered to Contractor. TERM: The term of the new service will coincide with the Term of the Agreement. COMPENSATION: Contractor will be compensated at the rates set forth in Section 3.1 of the Agreement. BUSES: The City will provide five (5) buses for the service. FARES: This is a free service; no fares will be collected. OTIIER CHANGES: The City will add the additional bus on the Marlin routes to reduce headways (Marlin routes only). Exhibit A EXHIBIT 11 3 11 AMENDMENT NO 2 TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THE CITY OF HIALEAH THIS AMENDMENT NO 2 TO MUNICIPAL CIRCULATOR SERVICES AGREEMENT FOR THE CITY OF HIALEAH (this •~Amendment'') is made effective this second d!!y of September, 2022 (the "Effective Date") by and between MV Contract Transportation, Inc., ("Contractor") and the City of Hialeah. Florida (the "City"). Co11n·actor and City may each be referred to hereinafter individually as a "Pa11y" or collectively as the "Parties," WHEREAS, Contractor and City are party to that cettain Municipal Circulator Setvices Agreement dated Janua1·y 3, 2022 (the "Agl'eement"), pursuant to which Contractor pl'ovides cet'tain transportation services for the City; and WHEREAS, the Parties amended the Agreement effective June 6, 2022; and WHEREAS, Miami Dade County imposed a driver's hourly wage increase effective October I, 2022; and WHEREAS, Article Ill, Paragraph 3.2.b. of the Agreement allows for an equitable adjustment if by law an inc1·ease is mandated; and WHEREAS, the Patties wish to amend the Agreement on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable considel'ation, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I, Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement. 2. Modifications. a. The Parties hereby agree to the following rates for the performance of the Services: Effective October t, 2022 through September 30, 2023, the following rates shall apply: Month) Total Fixed Cost $17,582.00 Variable Cost Pet· Service Hout· $34.72 3. Ratification; No Waiver. Except as expressly modified hereby, the Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of either Pal'ty hereto unde1· the Ag1·eement, 1101· constitute a waiver of any pm vision of the Agreement The Agt'eement shall, together with this Amendment, be t·ead and constmed as a single agreement. All references in the Agreement and any related documents, instruments, and agreements shall hereafter refer to the Agreement as modified hereby. 4. Authority. Each Party hereto represents and warrants that the execution and delivery by snch Party of this Amendment and the performaace by such Party of al ( of its agreements and obligations under the Agl'eement as modified hereby a~ withi.n the ol'~nizational authority of such Party and have been duly authorized by all necessary organizational action on the part of suoh Party. 5. Counterparts; Effeotiveness. This Amendment may be e-xecuted in one or more counterp~ (including by means of telecqpied 11ignatµre page or as a PDP or similar attaobment to an electronic communication), all of which shall be considered one and the same agreement, and shaU become effecti,ve when one or mol'e counterparts have been signed by each. of the Parties and delivered to the other Parties. lN WITNESS WHEREOF, the Parties have executed thia Amendment on the date first written above, MV TRANSPORTATION INC. By: ___________ _ Name: Esteban Bova, Jr. Title: Mayor 2