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1411 Lake Mary Shuttler - T RANsmI TTAL MEMO RANDUM P'x' MEMnRANntJM r . _a TO: City Clerk RE: Request for Services The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond Safe keeping (Vault) ❑ Ordinance ❑ ❑ Performance Bond ❑ Resolution ?L Contract Documents- AmTrak/ Downtown Shuttle- Lake Mary Shuttle Inc. Once completed, please: ❑ Return original ❑ Return copy El Special Instructions: Please retain for the official CRA file Please advise if you have any questions regarding the above. 'Thank you! e�- _Nicholas Mcray, CRA Director From \ \SVCH- Omnicast \USERS\mcrayn \Templates \City Clerk Transmittal Memo.doc Date City Of Sanford Community Redevelopment Agency Agreement With Winston Singh Enterprises, Inc. For Shuttle Services This Agreement is made and entered into on the dates set forth below by and between the: City of Sanford's sole Community Redevelopment Agency, whose address is 300 North Park Avenue; Sanford, Florida 32771; a dependent special district of a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "CRA," and Winston Singh Enterprises, Inc., whose address is 2809 Walden pond Cove, Longwood Florida 32779, a Florida corporation, currently in good standing and authorized.:, to do business in the State of Florida, sometimeshereinafter referred to as the "Contractor ". The City and the Contractor are collectively referred to herein as the "parties ". Witnesseth: Whereas, the CRA desires to retain the Contractor for shuttle services; and Whereas, the Contractor hereby warrants and represents to the CRA that it is competent and otherwise able to provide professional and high quality shuttle services to the CRA; and Whereas, the Contractor hereby warrants and represents to the CRA that it is ready, willing and able to provide shuttle services; and Whereas, this Agreement is not subject to the provisions of the Consultants Copetitive Negotiations Act, Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Definitions. Ad valorem - In proportion to the estimated value of the goods taxed. Agreement — This document and all related contractual documents between the CRA and Contractor. Billing Period -- The period of time between project commencement to the close of the current period, (inclusive); or from the close of the previous billing period, (exclusive), to the close of the current period, usually concurrent with the month. Bona Fide - Made or carried out in good faith; sincere. CRA — The CRA of the City of Sanford as identified above. Contractor - To include all principals of the Contractor including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for Contractor to perform its obligations hereunder. Description of Services_ - Shuttle services as directed by the CRA. Desiqnated Representative -- A person who administers, reviews, and coordinates the provision of services. This definition applies equally to the CRA and to the Contractor. Force Maieure -Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Agreement is beyond the control and without the fault or negligence of the party seeking relief under this Agreement. In the context of this Agreement, force majeure shall not prevent the Contractor from perfroming , or provide an execuse for non -- performance, if those matters relate to the hurricane or similar storm or event to which the services of the Contractor are to relate in the first instance, Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. Pari Materia — of the same matter; on the same subject. Laws parr materia must be construed with reference to each other /together when related to the same matter or subject. The provisions of a contract/agreement are to be construed together with no isolated construction of a particular provision such that it would defeat the overall intent of the contra Wag reement. Submittals — Any item required by this Agreement that the Contractor must provide the CRA either for inclusion as part of this Agreement or not. The CRA shall maintain the documents that are deemed to be the submittals. Section 2: Captions /Findings. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. Section 3; Extent Of Agreement/Integration /Amendment. (a). This Agreement, together with the exhibits, constitute the entire integrated Agreement between the CRA and the Contractor and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the exhibits, regardless as to whether they are attached, constitute the full and complete agreement between the parties hereto to the 2 1 i „ i i ! date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements, whether written or oral. (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 4: No General Obligation. (a). In no event shall any obligation of the CRA or the City of Sanford under this Agreement be or constitute a general obligation or indebtedness of the CRA or the City of Sanford, a pledge of the ad valorem taxing power of the CRA or the City of Sanford or a general obligation or indebtedness of the CRA or the City of Sanford within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Contractor shall not have the right to compel the exercise of the ad valorem taxing power. The Contractor shall not have the right to compel the CRA or the City of Sanford to submit any grant application or any application for approval to any entity regardless of whether public or private. Section 5: Contractor Understanding Of Services Required. (a). Execution of this Agreement by the Contractor is a representation that the Contractor is familiar with local conditions and with the services to be performed. The Contractor shall make no claim for additional time or money based upon its failure to comply with this Agreement. The Contractor has informed the CRA, and hereby represents to the CRA, that it has extensive experience in performing and providing the services described in this Agreement and to be identified in memorandums and documents executed by the Contractor and the Executive Director of the CRA, and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinances, rules, regulations, or orders of any public authority or licensing entity having jurisdiction over CRA projects. Execution of this Agreement shall be an affirmative and irrefutable representation by the Contractor to the CRA that the Contractor is fully familiar with any and all requisite work conditions of the provisions of the services. The Contractor represents that all submissions to the CRA are true and correct and that the Contractor has, and shall maintain, the expertise and ability to provide services to the CRA as needed and as outlined in the documents incorporated herein. (b). The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (c). It is agreed that nothing herein contained is intended or should be construed as in �. any manner creating or establishing a relationship of co- partners between the parties, or as constituting the Contractor (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CRA for any purpose, or in any manner, whatsoever. The Contractor is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. (d). Persons employed by the Contractor in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CRA's officers and employees either by operation of law or by the CRA. Section 6: General Provisions. (a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The persons executing this Agreement for the Contractor certify that they are authorized to bind the Contractor fully to the terms of this Agreement. (b). This Agreement is for projects relating to the provision of services in order to meet the needs and requirements of the CRA with regard to those matters and related work as needed to support the CRA's operations, programs and projects as set forth herein and as otherwise directed by the CRA to include shuttle services. (c). The Contractor acknowledges that the CRA may retain other Contractors to provide the same types of services for CRA projects. The CRA reserves the right to select which contractor shall provide services for CRA projects. (d). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement. (e). The Contractor will maintain an adequate and competent staff or professionally qualified persons throughout the performance of this Agreement. (f) No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the CRA. Section 7: Subcontracts for Additional Shuttle Stops. (a). Any proposed subcontracts between entities wishing to pay for additional shuttle stops and Contractor shall be submitted to the CRA for written approval prior to the Contractor entering into a subcontract. Subcontract information shall include, but not be limited to, State registrations, business address, local business tax proof of payment, and insurance certifications for the entitiy wishing to fund the additional stop. Addittional shuttle stop sub - contracts shall clearly indicate interval of service, physical location of the stop and fee to be paid to the Contractor for the additional stop. Sub contract shall include provision that upon notice from the CRA the Contractor shall terminate additional stop service. (b) The CRA shall approve or deny subcontracts for additional stops on the shuttle service as they determine what is in the best interest of the overall shuttle service. Said determination shall be at the CRA's sole discretion. (b). The Contractor shall coordinate the provision of services and work product of any CRA approved additional stop and remain fully responsible for such services and work under the terms of this Agreement. Section 9: Assignability. The Contractor shall not sublet, assign, or transfer any interest in this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written CRA approval. When approved by the CRA, written notice of such assignment or transfer shall be furnished promptly to the CRA. Section 9. Commencement/implementation Schedule Of Agreement. The Contractor shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and execution of a Memorandum of Agreement with the Executive Director of the CRA. Section 10. Length Of Agreement. (a). Unless terminated, this Agreement shall be in effect until December 31, 2012; provided, however, that the agreement shall automatically renew, thereafter, for additional one -year periods unless action to terminate this Agreement is taken by a party consistent with the provisions of this Agreement. (b). Should the CRA wish to not have this Agreement automatically renewed, the CRA shall provide written notice to the Contractor thirty days prior to the automatic renewal. (c). The CRA may terminate this Agreement at any time for its convenience. Section '11: Description Of Services. The contractor agrees to provide shuttle services as set forth in memorandums of agreement entered by the Executive Director of the CRA. Section 12: Contractor Responsibilities. 5 ... '' (a). The Contractor shall be responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by the Contractor under this Agreement as well as the conduct of its staff, personnel, employees, and agents. (b). The Contractor shall furnish a Contractor Designated Representative to administer, review, and coordinate the provision of services as a general matter. (c). Neither CRA review, approval, or acceptance of, nor payment for, any of the services required under this Agreement shall be construed to operate as a waiver of any rights or of any cause of action arising out of the performance of this Agreement. The Contractor shall be and shall remain liable to the CRA in accordance with applicable law for all damages to the CRA caused by the Contractor's negligent or improper performance or failure to perform any of the services furnished under this Agreement. (d). The rights and remedies of the Contractor provided for under this Agreement, are in addition to any other rights and remedies provided by law. (e). In the event the Contractor fails to comply with the terms and conditions of this Agreement, the CRA shall notify the Contractor's Designated Representative in writing so that the Contractor may take remedial action. Section 13; CRA Rights And Responsibilities. (a). The CRA shall reasonably cooperate with the Contractor in a timely fashion at no cost to the Contractor as set forth in this Section. (b). The CRA shall furnish a CRA Designated Representative to administer, review, and coordinate the provision of services. (c). The CRA shall make CRA personnel available where, in the CRA's opinion, they are required and necessary to assist the Contractor. The availability and necessity of said personnel to assist the Contractor shall be determined solely at the discretion of the CRA. (d). The CRA shall give written notice to the Contractor wheneverthe CRA's Designated Representative knows of a development that affects the services provided and performed under this Agreement, timing of the Contractor's provision of services, or a defect or change necessary in the services of the Contractor. (e). The rights and remedies of the CRA provided for under this Agreement are in addition to any other rights and remedies provided by law; the CRA may assert its right of recovery by any appropriate means including, but not limited to, set -off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Agreement. (f). The CRA shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of the Contractor in carrying out the duties and responsibilities deriving from this Agreement. (g). The failure of the CRA to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CRA hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (h). In the event the CRA fails to comply with the terms and conditions of this Agreement, the Contractor shall notify the CRA's Designated Representative in writing so that the CRA may take remedial action. Section 14: Waiver. The failure of the CRA to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CRA hereunder, shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section IS: Force Ma, jeure. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by force majeure. The principle of force majeure is limited in this Agreement as otherwise noted in this Agreement. Section 16: Standards Of Conduct. (a). The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement and that the Contractor has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. (b). If the CRA determines that any employee or representative of the Contractor is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Agreement, the CRA shall so notify the Contractor, in writing. The Contractor shall immediately remove such employee or representative of the Contractor from such assignment. (c). The Contractor hereby certifies (in this writing) that no undisclosed conflict of interest exists with respect to the Agreement, including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendees, other contractual relationships of the Contractor, or any interest in property that the Contractor may have. The Contractor further certifies that any conflict of interest that arises during the term of this 7 .j .. Agreement shall be immediately disclosed in writing to the CRA. Violation of this Section shall be considered as justification for immediate termination of this Agreement. (d). The Contractor shall not engage in any action that would create a conflict of interest for any CRA employee or other person during the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (e). The CRA will not intentionally award publicly- funded contracts to any Contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA)]. The CRA shall consider the employment by the Contractor of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by the Contractor of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Agreement by the CRA. The Contractor shall maintain an ongoing and thorough employment practice to ensure that illegal aliens are not employed by the Contractor. (f). The Contractor shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. (g). The Contractor shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection, or discrimination. (h). If the Contractor or an affiliate is placed on a discriminatory vendor list, such action may result in termination by the CRA. The Contractor shall certify, upon request by the CRA that it is qualified to submit a bid under Section 287.134 (2) (c), Florida Statutes, relating to public entity crimes. (i). If the Contractor or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the CRA. The Contractor shall certify, upon request by the CRA, that is qualified to submit a bid under Section 287.133(2)(a), Florida Statutes, relating to public entity crimes. 0). The Contractor shall certify, upon request by the CRA, that the Contractor maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. (k). The Contractor agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the CRA. The Contractor agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws. 8� (1). If applicable, in accordance with Section 216.347, Florida Statutes, the Contractor shall not use funds provided by this Agreement for the purpose of lobbying the Legislature, the Judicial Branch, or State agency. (m). The Contractor shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CRA. (n). The Contractor shall ensure that all services are provided to the CRA after the Contractor has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. Section 17: Notices. (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1). For the CRA: Nicholas Mcray CRA Executive Director 300 North Park Avenue Sanford, Florida 32771 With a copy to: Purchasing Manager 300 North Park Avenue Sanford, Florida 32771 (2). For the Contractor Winston Singh 2809 Walden Pond Cove Longwood Florida 32779 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The Contractor agrees not to claim any waiver by CRA of such notice requirements based upon 9 i' CRA having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Contractor to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. Section 18: Designated Representatives. (a). The CRA Executive Director represents the CRA in all matters pertaining to and arising from the work and the performance of this Agreement. (b). The CRA Designated Representative shall have the following responsibilities: (1). Examination of all work and rendering, in writing, decisions indicating the CRA's approval or disapproval within a reasonable time so as not to materially delay the work of the Contractor; (2). Transmission of instructions, receipt of information, and interpretation and definition of CRA's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement; (3). Giving prompt written notice to the Contractor whenever the CRA knows of a defect or change necessary in the project; and (c). Until further written notice, the CRA's Designated Representative for this Agreement is: Nicholas Mcray CRA Executive Director City of Sanford 300 North Park Avenue Sanford, Florida 32771 (d). Until further written notice, the Contractor's Designated Representative for this Agreement is: Winston Singh 2809 Walden Pond Cove Longwood Florida 32779 Section 19: Compensation. (a). Compensation to the Contractor for the services performed shall be as set forth in each memorandum of agreement entered by the Executive Director of the CRA. (b). The CRA shall not pay for reimbursable items. 10� �;" (c). Work performed by the Contractor without written approval by the CRA's Designated Representative shall not be compensated. Any work performed by the Contractor without approval by the CRA is performed at the Contractor's own election. (d). In the event the CRA fails to provide compensation under the terms and conditions of this Agreement, the Contractor shall notify the CRA's Designated Representative in order that the CRA may take remedial action. (e). The Contractor hereby grants the CRA Most Favored Nation status such that the Contractor shall never charge the CRA for a service an amount which exceeds the lowest price that it provides the same service to another CRA , city or county in Florida. Section 20: Invoice Process. (a). Payments shall be made by the CRA to the Contractor when requested as work progresses for services furnished, but not more than twice monthly. The Contractor shall render to the CRA, , an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the Contractor, Number, Contract Number and all other information required by this Agreement. (b). Invoices which are in an acceptable form to the CRA and without disputable items will be processed for payment within thirty days of receipt by the CRA. (c). The Contractor will be notified of any disputable items contained in invoices submitted by the Contractor within fifteen days of receipt by the CRA with an explanation of the deficiencies. (d). The CRA and the Contractor will make every effort to resolve all disputable items contained in the Contractor's invoices. (e). Each invoice shall reference this Agreement the billing period, and include the daily ridership count for the period being billed. (f). The Florida Prompt Payment Act shall apply when applicable. (g). Invoices are to be forwarded directly to: Nicholas Mcray CRA Executive Director City Of Sanford 300 North Park Avenue Sanford, Florida 32771 Section 21: Termination Of Agreement. (a). The CRA may terminate this Agreement for convenience at any time. (b). The CRA may also terminate this Agreement upon the CRA determining that any one or more of the following reasons exist: (1). If, in the CRA's opinion, adequate progress under this Agreement is not being made by the Contractor; or (2). If, in the CRA's opinion, the quality of the services provided by the Contractor is /are not in conformance with commonly accepted professional standards, standards of the CRA, the requirements of Federal or State regulatory agencies, and the Contractor has not corrected such deficiencies in a timely manner as reasonably determined by the CRA; or (3). The Contractor or any employee or agent of the Contractor is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the Contractor; or (4). The Contractor becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5). The Contractor violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the CRA Code of Conduct. (c). In the event of any of the causes described in this Section, the CRA's Designated Representative may send a certified letter requesting that the Contractor show cause why the Agreement should not be terminated. If assurance satisfactory to the CRA of corrective measures to be made within a reasonable time is not given to the CRA within fourteen calendar days of the receipt of the letter, the CRA may consider the Contractor to be in default, and may immediately terminate this Agreement in progress under this Agreement. (d). In the event that this Agreement is terminated for cause and it is later determined that the cause does not exist, then this Agreement shall be deemed terminated for convenience by the CRA and the CRA shall have the right to so terminate this Agreement without any recourse by the Contractor. Section 22: Termination By Contractor For Cause. (a). The Contractor may terminate this Agreement if the CRA fails to pay the Contractor in accordance with this Agreement. 12. (b). In the event of either of the causes described in Subsection (a), the Contractor shall send a certified letter requesting that the CRA show cause why the Agreement should not be terminated. If adequate assurances are not given to the Contractor within fourteen calendar days of the receipt of said show cause notice, the Contractor may consider the CRA to be in default, and may immediately terminate this Agreement. Section 23: Payment In The Event Of Termination. In the event this Agreement is terminated or canceled prior to final completion, payment for the unpaid portion of the services provided by the Contractor to the date of termination shall be paid to the Contractor. Section 24: Action Following Termination. Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise. Section 26: Alternative Dispute Resolution (ADR). (a). In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the CRA prior to filing suit or otherwise pursuing legal remedies. (b). The Contractor agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the CRA in alternative dispute resolution procedures or which the Contractor had knowledge and failed to present during the CRA procedures. (c). In the event that CRA procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. Section 26: Severability. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. 131 ct (c). Violation of this Agreement by the Contractor is recognized by the parties to constitute irreparable harm to the CRA. Section 27: Controlling Laws/Venue/Interpretation. (a). This Agreement is to be governed by the laws of the State of Florida. (b). Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida and the CRA shall, at all times, have and maintain the home venue privilege. (c). This Agreement is the result of bona fide arms length negotiations between the CRA and the Contractor and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. Section 28: Indemnity. (a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless, and defend the CRA, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its agents, servants, officers, officials, employees, or SubContractors. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Contractor for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CRA as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of the Contractor or its agents or SubContractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or its agents or SubContractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. 14 (e). The execution of this Agreement by the Contractor shall obligate the Contractor to comply with the indemnification provision in this Agreement; however, the Contractor must also comply with the provisions of this Agreement relating to insurance coverages. Section 29: Insurance. (a). The Contractor shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, , authorized to do business in the State of Florida and in a form acceptable to the CRA and with only such terms and conditions as may be acceptable to the CRA: (2). Comprehensive General Liability: The Contractor shall provide coverage for all operations including, but not limited to, contractual, independent Contractor, products and complete operations and personal injury with limits not less than the following: $1,000,000 Bodily Injury & Property Damage W each occurrence $2,000,000 General Aggregate (3). Comprehensive Business Automobile Liability: The Contractor shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Florida, as to the ownership, maintenance, and use of all scheduled vehicles used for CRA shuttle service. (b). All insurance other than Workers Compensation and Professional Liability that must be maintained by the Contractor shall specifically include the CRA as an additional insured. All insurance minimum coverages extend to any subcontractor, and the Contractor shall be responsible for all Subcontractors. (c). The Contractor shall provide Certificates of Insurance to the CRA evidencing that all such insurance is in effect prior to work commencing under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the CRA nor failure to disapprove the insurance furnished by a Contractor shall relieve the Contractor of the Contractor's full responsibility for performance of any obligation including the Contractor's indemnification of the CRA under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the Contractor shall, as soon as the Contractor has knowledge of any such circumstance, immediately notify the CRA and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the Contractor has replaced the unacceptable insurer with an insurance rating acceptable to the CRA, the Contractor shall be deemed to be in default of this Agreement. (d). The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty days prior notice will be given to the CRA by submission of a new Certificate of Insurance. (e). The Contractor shall provide Certificate of Insurance directly to the CRA's Designated Representative. The certificates shall clearly indicate that the Contractor has obtained insurance of the type, amount, and classification required by this Agreement. (f). Nothing in this Agreement or any action relating to this Agreement shall be construed as the CRA waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g). The CRA shall not be obligated or liable under the terms of this Agreement to any party other than the Contractor. There are no third party beneficiaries to this Agreement that have any right against the CRA; provided, however, that the owners of vehicles towed hereunder are considered to be third - -party beneficiaries in consideration of their forbearance in allowing their vehicles to be towed and are declared to have standing to enforce the provisions of this Agreement where the provisions inure to their benefit. It is further understood that such owner shall, upon prevailing, be entitled to recovery of reasonable costs, expenses, and attorney's fees. (h). The Contractor is an independent Contractor and not an agent, representative, or employee of the CRA. The CRA shall have no liability except as specifically provided in this Agreement. (i). All insurance shall be primary to, and not contribute with, any insurance or self - insurance maintained by the CRA. 0). All insurance requirements shall be effectual and run to the benefit of the CRA notwithstanding any statutory limitations relative to indemnification. Section 30: Equal Opportunity Employment/Non-Discrimination. The Contractor agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. The Contractor, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. Section 31: Access To Records/Audit/Public Records. 16' . (a). The Contractor shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. (b). The Contractor shall maintain and allow access to the records required under this Section for a minimum period of five years after the completion of the provision or performance services under this Agreement and date of final payment for said services, or date of termination of this Agreement. (c). The CRA reserves the right to unilaterally terminate this Agreement if the Contractor refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by the Contractor in conjunction, in any way, with this Agreement. (d). The CRA may perform, or cause to have performed, an audit of the records of the Contractor before or after final payment to payment. This audit shall be performed at a time mutually agreeable to the Contractor and the CRA subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to the Contractor may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final payment to the Contractor. Conduct of this audit shall not delay final payment as required by this Section. (e). In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or the County of Seminole, or any representative, shall have access to any books, documents, papers, and records of the Contractor which are directly pertinent to services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (f). In the event of any audit or inspection conducted reveals any overpayment by the CRA under the terms of the Agreement, the Contractor shall refund such overpayment to the CRA within thirty days of notice by the CRA of the request for the refund. (g). The Contractor agrees to fully comply with all State laws relating to public records as determined by the CRA. (h). The Contractor agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. Section 32: Counterparts. 17�. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. SIGNATURE PAGE FOLLOWS 18. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature: the CRA through its CRA Commission taking official action and the Contractor signing by and through its duly authorized corporate officer having the full and complete authority to execute same. Attest. Witness # 1 Witness # 2 Winston Singh Enterprises, Inc. By: / Winston Si 0gah Sole Corp rate Officer Date: Z 2 'I — / Attest: CRA of the City of Sanford By: Nicholas Mcray CRA Executive Director (By delegation of the CRA). Date: 9. - It 191 Paae MEMORANDUM OF UNDERSTANDING Subject: Memorandum Of Understanding: CRA/ AutoTrain Shuttle The purpose of this Memorandum Of Understanding is to further implement the provisions of the Agreement between the City of Sanford Community Redevelopment Agency (the "CRA ") and Winston Singh Enterprises, Inc. (the "Contractor ") relative to the provision of passenger shuttle service between the Sanford AutoTrain Station and downtown Sanford (the "Shuttle Service "). It is understood and agreed by the parties as follows: (1). The Contractor will provide passenger shuttle service in accordance with the following general parameters: • Provide passenger shuttle service between downtown Sanford (Historic Sanford Welcome Center- 230 Last First street, Sanford, FL 32771) and the Sanford AutoTrain Station (600 South Persimmon Avenue, Sanford, FL 32771), at 20 minute intervals in each direction, seven days a week, from 12.00 p.m. to 3.00 p.m. On all days of operation of the Sanford Amtrak AutoTrain Station. • Shuttle vehicle shall be a maximum of eight (8) years old, be in good repair, with the exterior portraying a clean and professional appearance. Drivers shall likewise have neat and professional appearance. Vehicle shall have functional HVAC system and a clean interior. • In the event of missed transport, the shuttle service provider shall arrange for alternate transport as soon a practicable to be charged at regular taxi rates. Shuttle service provider may be requested to distribute and collect survey materials to passengers and/ or collect rider zip codes/ town of origin for CRA use. Such survey activity shall be at no additional charge to the CRA. • Shuttle service provider shall tally daily ridership and submit daily rider count to the City along with invoice for service. (2). The Contractor will maintain and provide proof of insurance as required by the Agreement. The City of Sanford Community Redevelopment Agency shall be named additionally insured on all required insurance. (3). The Contractor shall follow a "shuttle route" as approved by the CRA in order to provide the maximum positive exposure of the CRA attributes. A map of the shuttle route is attached hereto as Exhibit "A ". (4). The CRA may allow the establishment of additional stops on the shuttle service. Said shuttle stops may be funded via contracts between Contractor and entities wishing to add a shuttle stop. No additional shuttle stop may be established without the consent of the CRA. (5) The Contractor agrees the CRA may at its sole discretion; determine a previously approved additional shuttle stop be discontinued. Said cancellation of service to additional stop shall be immediate upon notice from CRA. (6). The CRA will coordinate resources and provide assistance as reasonable to Contractor in providing Shuttle Service. CVicholas ANFORD CRA B Mcray, CRA Di or g , 2q, fl WINS INGVTE SES, INC. By: Winston mgh, Aug 03 11 11:18a Andrew Singh It 4078333797 p.3 t 3d. AAafl 16 m 15 n r+' x ,�, 25 Z: Eli ��`,. L ^ ' 3 �S � '4:.3 .� � 1S. •.� ? :, � ,�{ � � i "� � +fiJ' tz all y ."' 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