HomeMy WebLinkAboutA & S Transportation, Inc. - Addendum to Agreement 2017 05 29 n
ADDENDUM TO AGREEMENT BETWEEN
A& S TRANSPORTATION INCORPORATED
AND THE CITY OF WINTER SPRINGS
THIS ADDENDUM TO AGREEMENT ("Addendum") is made this day of
......, 2017, by and between the CITY OF WINTER SPRINGS, a Florida municipal
corpor xion (hereinafter referred to as "Lessee") and A & S TRANSPORTATION,
INCORPORATED,a Florida Profit Corporation,(hereinafter referred to as"Lessor")as follows:
WHEREAS, Lessee desires to lease two vehicles (Lessor to provide driver(s) for each
vehicle)from Lessor for use on dates established; and
WHEREAS,the parties desire to modify Lessor's standard"trip request form"/agreement
dated May 3, 2017 and inclusive of attached "Winter Springs Camp Sunshine Summer Bus
Schedule,"as specifically provided hereunder.
NOW,THEREFORE, in consideration of valuable consideration received at the time of
execution hereof,the receipt and sufficiency of which is acknowledged,the Lessee and Lessor do
hereby agree that the A&S Transportation,Inc.,Trip Request Form dated May 3,2017 and Winter
Springs Camp Sunshine Summer Bus Schedule (hereinafter collectively referred to as the
"Agreement"), attached hereto as Exhibit 111" and fully incorporated into this reference thereto,
are hereby amended to include the following sections and paragraphs:
Section 1.Recitals. The above recitals are true and form a material part of this Agreement
upon which the parties have relied.
Section 2. Authority. Each party hereto represents to the other that it has undertaken all
necessary actions to execute this Addendum, and that it has the legal authority to enter into this
Addendum and to undertake all obligations imposed on it. The person(s)executing this Addendum
for the Lessor certify that he/she/they is/are authorized to bind the Lessor fully to the terns of this
Addendum.
Section 3. Rates after 3-hour minimum. The Agreement is hereby amended, for
purposes of clarification, to provide that the rate, per bus, for each half-hour following a three-
hour minimum bus rental, shall be $60.00 per hour and$30.00 per half hour.
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Section 4. Vehicle Repairs. During the term of the Agreement, Lessor shall be
responsible for and shall pay for all routine repairs of the vehicle such as oil changes,fluid changes
and refills, changing wiper blades and towing expenses associated therewith. Lessor shall be
responsible for all non-routine repairs. Lessor remains responsible for all loss or damage to the
leased vehicle relating to all vehicle accidents and otherwise. Lessor remains responsible for all
loss or damage to the leased vehicle such as theft or vandalism, except damages proven to be
caused directly by Lessee's passengers during the rental period.
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Section 5. Insurance.
(1) All insurance other than Workers Compensation and Professional Liability that
must be maintained by the Lessor shall specifically include the City of Winter Springs as an
additional insured.
(2) The Lessor shall provide Certificate(s) of Insurance to the Lessee evidencing that
all such insurance is in effect prior to June 1,2017. These Certificates of Insurance shall become
part of the Agreement. Neither approval by the Lessee nor failure to disapprove the insurance
furnished by a Lessor shall relieve the Lessor of the Lessor's full responsibility for performance
of any obligation including the Lessor's indemnification of the Lessee under this Agreement. If,
during the period which an insurance company is providing the insurance coverage required by
this Addendum, 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 Lessor shall, as soon as the Lessor has knowledge of any such
circumstance, immediately notify the Lessee and immediately replace the insurance coverage
provided by the insurance company with a different insurance company meeting the requirements
of this Addendum. Until such time as the Lessor has replaced the unacceptable insurer with
insurance acceptable to the Lessee,the Lessor shall be deemed to be in default of this Agreement.
All insurance policies shall be issued by responsible companies who are acceptable to the Lessee
and authorized to do business under the laws of the State of Florida.
(3) The Insurance Certificate attached hereto as Exhibit"2"is acceptable to Lessor, is
hereby deemed incorporated herein, and the parties agree that the attached Insurance Certificate
establishes the minimum insurance requirements to be maintained by Lessor pursuant to this
Addendum.
Section 6. Cancellation. Lessor must notify Lessee of any cancellation no less than 48
hours in advance of scheduled trip request.
Section 7. Indemnification. Lessee agrees, to the extent permitted by law,to indemnify
and hold harmless the Lessor from any and all liability or claims for losses, damage to property,
personal injuries (including but not limited to death), or liability (including costs, expenses, and
reasonable attorney's fees), arising out of or connected with Lessee's use,operation, and return of
the leased vehicle. Nothing contained in either this Addendum or the Agreement shall be construed
as a waiver of the Lessee's right to sovereign immunity under section 768.28,Florida Statutes, or
other limitations imposed regarding the Lessee's potential liability under state or federal law. The
provisions of section 768.28,Florida Statutes are hereby deemed fully incorporated herein by this
reference as if expressly set forth herein.
Section 8. Time is of the Essence. Time is hereby declared of the essence as to the lawful
performance of all duties and obligations set forth in this Addendum.
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Section 9. Entire Agreement/Modification. This Addendum, together with the
Agreement and all exhibit(s),constitutes the entire integrated Agreement between the parties and
supersedes all prior written or oral understandings in connection therewith. This Addendum, and
all the terms and provisions contained herein, including without limitation the exhibits hereto,
constitute the full and complete agreement between the parties hereto to the date hereof, and
supersedes and controls over any and all prior agreements, understandings, representations,
correspondence and statements whether written or oral. This Agreement may only be amended,
supplemented or modified by a formal written amendment.
Section 10. Severability. If any term,provision or condition contained in this Addendum
shall, to any extent, be held invalid or unenforceable, the remainder of this Addendum, 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 Addendum shall be valid and enforceable to the fullest extent
permitted by law when consistent with equity and the public interest.
Section 11. Waiver. The failure of the Lessee to insist in any instance upon the strict
performance of any provision of this Addendum, or to exercise any right or privilege granted to
the Lessee hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
Section 12. Notices. All projects hereunder, all notices, demands, requests, instructions,
approvals,and claims shall be in writing. All notices of any type hereunder shall be given by U.S.
mail or by hand delivery to an individual authorized to receive mail for the below listed individuals,
all to the following individuals at the following locations:
TO THE LESSEE(CITY):
Mr. Kevin L. Smith
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs,FL 32708-2799
(407) 327-5957(Phone)
(407) 327-6686(Fax)
w/copy to: Anthony A. Garganese
City Attorney
Garganese,Weiss &D'Agresta,P.A.
111 N. Orange Avenue, Ste. 2000
P.O. Box 2873
Orlando, FL 32802-2873
(407)425-9566(Phone)
Addendum to Agreement—
A&S Transportation Incorporated and City of Winter Springs-2017
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(407)425-9596 (Fax)
TO THE LESSOR(A& S Transportation,Inc.):
A& S Transportation, Inc.
Michael Bondarenko
649 FIFTH AVENUE SOUTH
NAPLES,FL 33940
(239)434-0777(Phone)
(239)434-0778 (Fax)
Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the U.S.
Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set
forth herein may unilaterally change the name of the person to whom notice is to be given or the
address at which notice is to be received.
Section 12. Public Record. Pursuant to Section 119.0701, Florida Statutes and other
applicable public records laws,Lessor agrees that any records,documents,transactions,writings,
papers,letters,computerized information and programs,maps, books,audio or video tapes,films,
photographs, data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission, of Lessor related, directly or indirectly, to the
services provided to the City under this Agreement and made or received pursuant to law or
ordinance or in connection with the transaction of official business by the City,may be deemed to
be a public record, whether in the possession or control of the City or the Lessor. Said records,
documents,transactions,writings,papers, letters, computerized information and programs,maps,
books, audio or video tapes, films, photographs, data processing software, writings or other
material(s),regardless of the physical form,characteristics,or means of transmission of Lessor are
subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the
specific written approval of the City's designated custodian of public records.
IF THE LESSOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE LESSOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-5955,
_CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD
434,FLORIDA 32708.
Lessor is required to and agrees to comply with public records laws. Lessor shall keep and
maintain all public records required by the City to perform the services as agreed to herein. Lessor
shall provide the City,upon request from the City Clerk, copies of the requested records or allow
Addendum to Agreement—
A&S Transportation Incorporated and City of Winter Springs-2017
Page 4 of 7
the records to be inspected or copied.within a reasonable time at a cost that does not exceed the
cost provided by law. Lessor shall ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law
for the duration of the Agreement term. Upon completion of the Agreement,Lessor shall transfer
to the City, at no cost, all public records in possession of the Lessor, provided the transfer is
requested in writing by the City Clerk. Upon such transfer, Lessor shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. However, if the City Clerk does not request that the public records be transferred,
the Lessor shall continue to keep and maintain the public records upon completion of the
Agreement and shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City Clerk, in a format
that is compatible with the information technology systems of the City. Should the City not
possess public records relating to this Agreement which are requested to be inspected or copied by
the City or any other person,the City shall immediately notify Lessor of the request and the Lessor
shall then provide such records to the City or allow the records to be inspected or copied within a
reasonable time. If the Lessor does not comply with a public records request,the City may enforce
this Section to the extent permitted by law. Lessor acknowledges that if the Lessor does not
provide the public records to the City within a reasonable time, the Lessor may be subject to
penalties under Section 119.10,Florida Statutes. The Lessor acknowledges that if a civil action is
filed against the Lessor to compel production of public records relating to this Agreement, the
court may assess and award against Lessor the reasonable costs of enforcement, including
reasonable attorney fees. All public records in connection with this Agreement shall, at any and
all reasonable times during the normal business hours of the Lessor, be open and freely exhibited
to the City for the purpose of examination,audit,or otherwise. Failure by the Lessor to grant such
public access and comply with public records laws and/or requests shall be grounds for immediate
unilateral cancellation of this Agreement by the City upon delivery of a written notice of
cancellation. If the Lessor fails to comply with this Section,and the City must enforce this Section,
or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119,
Florida Statutes, due to Lessor's failure to comply with this Section, the City shall collect from
Lessor prevailing party attorney's fees and costs, and any damages incurred by the City, for
enforcing this Section against Lessor. And, if applicable, the City shall also be entitled to
reimbursement of all attorneys' fees and damages which the City had to pay a third party because
of the Lessor's failure to comply with this Section. The terms and conditions set forth in this
Section shall survive the termination of this Agreement.
Section 13. Captions. The Section headings and captions of this Addendum are for
convenience and reference only and in no way define, limit, describe the scope or intent of this
Addendum or any part thereof, or in any way affect this Agreement or construe any provision of
this Addendum.
Section 14. Counterparts. This Addendum 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.
Addendum to Agreement—
A&S Transportation Incorporated and City of Winter Springs-2017
Page 5 of 7
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Section 15. Conflict. In the event of any ambiguity, conflict or inconsistency between
this Addendum and the Agreement or any exhibit,the terms and conditions of this Addendum shall
prevail and control.
Section 16.Binding Effect. This Addendum shall be binding upon and inure to the benefit
of the successors in interest,transferees and assigns of the parties. 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
signatories hereof represent that they have the requisite and legal authority to execute this
Agreement and bind the respective parties herein.
Section 17. Remedies. The rights and remedies of the parties, provided for under this
Addendum, are in addition to any other rights and remedies provided by law.
Section 18.Governing law,Venue and Interpretation.This Agreement is to be governed
by the laws of the State of Florida. Venue for any legal proceeding related to this Addendum or
the Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County,
Florida. This Addendum is the result of bona fide arms length negotiations between the Lessee
and the Lessor, and all parties have contributed substantially and materially to the preparation of
the Agreement. Accordingly,this Addendum shall not be construed or interpreted more strictly
against any one party than against any other party.
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Section 19. Addendum revisions/additions. All other provisions of the Agreement not
amended by this Addendum shall remain as stated in the Agreement.
IN WITNESS WHEREOF,the Lessor and Lessee set their respective hands on the day E
and year above written.
LESSEE:
City of Winter Springs„FItwPida,
a Florida municipal corporticm.
W SES ��� w�Kean L.Srmth`Cit ^tanager
1iint Name: air bated:...
OIX
Print Naa
[Additional signature page follows]
Addendum to Agreement—
A&S Transportation Incorporated and City of Winter Springs-2017
Page 6 of 7 G
LESSOR:
WITNESSES: A& S Transportation Incorporated
a Florida Corporation.
By-
Print Name: - e:�s+"`
r &,t� Frtij Cgi�
Nit Name. _tl.0a
►w MIRANDA REED
W COMMISSION#GG000779
STATE OF FLORIDA EXPIRES:JUN O9,2020
COUNTY OF Bonded through 1st State Insumme
The foregoing instrument was acknowledged and sworn to before me this day of
fACLU 2017 y Michael Bondarenko, as President of A & S Transportation
Incorporated, who is personally known to me or ❑ who has produced
as identification.
OTARY PUBLIC b i0q aC3
My Commission Expires
[End ofdoc:anent]
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Addendum to Agreement—
A&S Transportation Incorporated and City of Winter Springs-2017
Page 7 of 7
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IT
A.&S 1!Z4NSP0ff?Ai6j17%1PfflA.11
INo.
217 Wallace Ave. Lehigh Acres, Florida 33971 Phone:(239)434-0777 Fax: (239)434-0778
Trip Request Form
TODAY'S Date: 05/03/2017
CONTACT INFO WINTER SPRINGS CIVIC Bill To: CITY OF WINTER SPRINGS
CENTER SEMINOLE COUNTY NAME 400 N EDGEMON AVE
400 N EDGEMON AVE ADDRESS WINTER SPRINGS,FL 32708
WINTER SPRINGS,FL 32708
Contact PHONE: MIKE BARCLAY BILLING 407-327-6592
Phone: CELL:407-443-9491
EMAIL M9AAAYVIIiri7t;,?.ft1NGSIL ORt3 Fax:
We are reWrSting - number of buses.to transpor# clients one. .era_.�rts..alg4:: f7s..er2o.:stat.
1126 ?! 7/ a 17IPt1aIQ . ._. .__
Pick Up Location• WIN ..ER'SPRINGS CI IC CENTER pick Up Time:
Name SEMINOLE COUNTY (Most confirm this time See
Address 400 N EDGEMON AVE 24-48 hours prior to the attached
trip Mon-Friday s-
City/State/Zip WINTER_SPRINGS,FL 3 4
2708 schedule
_SUMMER PROGRAM ;oopm}
1)estInat16ii PER ATTACHED LIST. Estimated
Name 5,5 hour trips=$660,00 each Arrival Time:
Address (6/15,717&7120)
City/State/Zip (estimated total for all,3 trips:$1900.00)
6 hour trips=$720.00 each
(6/6,6/27,7/12,7/13,7/26&7/27)
(estimated total for all 6 trips;$4320.00)
6.5 hour:trips=$780.60 each
(6/7,6/i4,6121,6/28,7/11,7/18&7125)
(estimated total for all 7 trips:$5460,00)
7 hour trips=$840.60 each
(6f8,6113,.6/20,6/22,6/20,7/5,716&7119)
(estimated total for all 8.psi$6720,00)
2617 Bus
Schedule.pdf
The billing"rats for this trip will'be
Hourly rate of_ 40111p, p/bus,with a 3 hour minimum, and by the%hour thereafter, p/bus.
The estimated'cost of this trip is I(SEE ABOVE FOR DAILY TQTAL =esTIMAIga
jr
L7t " 1 6: $. ti 0 If trip exceeds the scheduled time,additional time
will be billed at a rate of 60.00 p/hr, p/bus.
Additional Fees:
An atlditlunal8%fuel surcharge Is addedlo each trip. Alreondilion buses may be available at atfAr/lbna/charge If
requested and only/f available.A cancollatlon fee of$200 per bus will be clrarlg od if there Is less than 24(BUSINESS/hours
notice AND NOT DONE BEFORE NOON OF THEBUS/NESS DAYBEFORE THE rRIA MUSTBE VERBALL YCANCELED
IMTHA&S ALL TOLLS,IFANYARE THE RESPONSIBILITY oFTHE CUSTOMER AND MLL BE CHARGED TO THE
CUSTOMER AT TIME OF INVOICING.ANY DAMAGES DONE TO THE BUS WILL BE PAID FOR BY THE CUSTOMER.
EMAIL COMPLETED CONTRACTS TO. ,DO NOT MAILI IF YOU NEED TO FAX,PLEASE E-MAIL
JESSICA INFORMING HER THAT YOU HAVE' AXED THIS.FORM,A&8'has the right to change or cancel a contract as needed. No bus will
be reserved until signed contract has been received pending availability at this time.
This agreement is between CITY OF WINTER SPRINGS .,(Customer)and A&S Transportation.
Customer agrees to the above marked billing rate and additional fees. Customeralso agrees to
confirm the number of c h s and Pick Up Time 24-48 business hours before noon,prior to the
Pick Up Time listed #6ve "Monday trips must be confirmed no later than noon on the Friday before the
trip. °
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