Agreement with Limousines of South Florida, Inc. dO
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA,AND LIMOUSINES OF SOUTH
FLORIDA, INC., FOR MAINTENANCE AND OPERATIONS OF A CITY OF MIAMI BEACH TROLLEY
SYSTEM FOR MUNICIPAL CIRCULATOR SERVICES(THE SYSTEM OR THE PROJECT)
THIS AGREEMENT, made and entered into on this 31s' day of January, 2014 ("Effective Date"),
by and between the CITY of Miami Beach, Florida, a municipal corporation located at 1700
Convention Center Drive, Miami Beach, Florida, 33139, (CITY), and LIMOUSINES OF SOUTH
FLORIDA, INC., a wholly-owned subsidiary of Transportation America, Inc., having its offices at
2595 Northwest 38 Street, Miami, Florida, 33142 (CONTRACTOR).
Now, therefore, in consideration of the mutual covenants and obligations set forth herein,
the CITY and CONTRACTOR hereby agree as follows:
1. CONTRACTOR shall perform and furnish all work, services, labor, materials and equipment, as
are appropriate and necessary for CONTRACTOR'S operation, management, and maintenance
of a turn-key first-class public trolley transportation system for the CITY (the Project or the
System); all as more specifically set forth in the "Scope of Services" (the Services), attached and
incorporated as Exhibit "A" hereto.
2. Following execution of this Agreement by the parties hereto, which shall be referenced as
the Effective date above, CONTRACTOR shall commence performance of the Services upon the
issuance of a Notice to Proceed by the CITY (the NTP), which NTP shall also be executed by both
parties. CONTRACTOR hereby acknowledges that time is of the essence in the timely and
continuous performance of the Services.
3. This Agreement shall have an initial term (the Term) of one (1) year, commencing upon the
Effective Date. CITY, at its sole option and discretion, shall have the option to renew the
Agreement for an additional six (6) month term, upon the same terms and conditions set forth
herein, upon written notice to the CONTRACTOR.
4. As consideration to CONTRACTOR for providing the Services under this Agreement, CITY shall
compensate CONTRACTOR on a monthly basis, based upon the following fixed hourly rate (the
Fee), which has been negotiated and agreed to between the parties as follows:
(i) Year 1 (initial one year term): $64.60 per operating hour, per trolley
vehicle.
(ii) Year 2 (six (6) month renewal term, if exercised by CITY): $63.65 per
operating hour, per trolley vehicle.
The aforestated fixed hourly rate is based upon two (2) trolley vehicles, operating sixteen (16)
hours per day, seven (7) days per week, 365 days per year.
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CONTRACTOR'S Fee shall be inclusive of any and all costs incurred by CONTRACTOR in order to
perform the Services under the Agreement in a first-class and timely manner. In the event that
CONTRACTOR'S expenses and/or costs exceed the agreed upon Fee, CONTRACTOR shall pay
any such excess from its own funds. The CITY shall not be required to pay any amount that
exceeds the Fee, and CONTRACTOR shall have no claim against the CITY on account thereof.
5. Payment for Services, or portions thereof, satisfactory rendered and accepted by CITY shall
be made to CONTRACTOR on a monthly basis. Upon receipt of an acceptable and approved
invoice, including any required accompanying documentation (See Exhibit "A", "Submission of
Invoices"), payment for Services (or portions thereof) shall be made within thirty (30) calendar
days.
Invoices (and any required supporting documentation) shall be submitted to the CITY at the
following address:
CITY of Miami Beach, Public Works Department
Transportation Division
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Transportation Supervisor
6. Within five (5) calendar days following the Effective Date, CONTRACTOR shall submit to the
CITY (and therefore maintain and keep in full force and effect throughout the period of time
provided in Section 8.2 hereof) the required Surety Bond (the Bond), as further set forth in
Section 8 hereof. If at any time during the Term the CITY determines, in its sole and reasonable
discretion, that the amount of the Bond is unsatisfactory to adequately cover the performance
of the Services, then CONTRACTOR shall, at its expense, and within five (5) calendar days after
the receipt of notice from the CITY, furnish an additional bond or bonds in such form and
amount and with such Surety or Sureties, as shall be satisfactory to the CITY. In such event, no
further payment to the CONTRACTOR shall be deemed to be due under this Agreement until
such new or additional security for the faithful performance of the Services shall be furnished in
manner and form satisfactory to the CITY.
7. [Intentionally Deleted]
8. Performance and Payment Bond
8.1 Within five (5) calendar days of the Effective Date, CONTRACTOR shall furnish a Surety
Bond (the Bond) to the CITY, in the amount of $300,000, guaranteeing to CITY the
CONTRACTOR'S full and faithful performance of the Services during the Term. The Bond shall
be with a Surety company meeting the qualifications described herein.
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8.2 The Bond shall continue in effect for one and one half(1%2) years after the end of the Term
(or earlier termination of this Agreement, as the case may be).
8.3 The Bond must be executed by a surety company authorized to do business in the State of
Florida as a surety, having a resident agent in the State of Florida, and having been in business
with a record of successful continuous operation for at least five (5) years.
8.4 The surety company shall hold a current certificate of authority as acceptable surety on
federal bonds in accordance with the United States Department of Treasury Circular 570,
current Revisions. The bonds shall be executed by a responsible corporate surety who has been
given a B+: VI or higher rating by the most recent edition of A.M. Best's Insurance Guide and
which is authorized to issue bonds in the State of Florida through an authorized agent with an
office in Florida.
9. Contractor's Pre-Start Representation
9.1 CONTRACTOR represents and warrants to the CITY that it has familiarized itself with, and
assumes full responsibility for having familiarized itself, with, the nature and extent of the
Project and the proposed Services; the Project area site conditions as they may affect or
otherwise impact CONTRACTOR'S performance of the Services; and all federal, State and local
(Miami-Dade and Miami Beach) laws, ordinances, resolutions, rules and regulations (the
Applicable Laws) that may in any manner affect the Project and/or CONTRACTOR'S
performance of the Services.
10. Starting the Project
10.1 CONTRACTOR shall commence performance of the Services upon issuance of the NTP by
the CITY, in accordance with Section 2 hereof.
11. Liquidated damages
11.1 CONTRACTOR acknowledges that time is of the essence with respect to CONTRACTOR'S
timely and continuous performance of the Serves, and that upon failure of CONTRACTOR at any
time during the Term to perform the Services within any time periods specified under this
Agreement (including, without limitation, failing to timely and continuously comply with the
required schedules and hours of operation for the Project), CONTRACTOR shall pay to the CITY
the sum of ONE HUNDRED DOLLARS PER HOUR, NOT TO EXCEED ONE THOUSAND DOLLARS
PER DAY, for each hour (and/or calendar day as the case may be) that the Services are not
provided or delayed beyond the time specified in the Agreement, as fixed and agreed liquidated
damages and not as a penalty. Liquidated damages are hereby fixed and agreed upon between
the parties, recognizing the impossibility of precisely ascertaining the amount of damages that
will be sustained by the CITY as a consequence of such delay, and both parties desiring to
obviate any question of dispute concerning the amount of said damages and the cost and effect
of the failure of CONTRACTOR to perform the Services on time. The above-stated liquidated
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damages shall apply separately to each portion of the Services for which a time of completion is
given. The CITY shall have the right to deduct from and retain out of moneys which may be
then due (or which may become due and payable), to CONTRACTOR, the amount of such
liquidated damages, and the CONTRACTOR shall pay in full such liquidated damages.
12. [Intentionally Deleted]
13. [Intentionally Deleted]
14. Insurance
14.1 Contractor's Liability Insurance
14.1.1 CONTRACTOR, at its sole coast and expense, shall provide and maintain in'full force and
effect throughout the Term,the following types of insurance coverage:
A. Worker's Compensation Insurance for all employees of the vendor as required by
Florida Statute 440.
B. Commercial General Liability Insurance on a comprehensive basis, in an amount
not less than $1,000,000 combined single limit per occurrence, and $2,000,000
general aggregate, for bodily injury and property damage. City of Miami Beach
must be shown as an additional insured with respect to this coverage.
C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles
used in connection with the work, in an amount not less than $1,000,000
combined single limit per occurrence, for bodily injury and property damage.
D. Umbrella Liability, in an amount not less than $5,000,000, to also include the City
of Miami Beach as an additional insured. The umbrella coverage must be as
broad as the primary General Liability coverage.
14.1.2 All insurance policies required above shall be issued by companies authorized to do
business under the laws of the State of Florida, with the following qualifications:
The company must be rated no less than "B" as to management, and no less than
"Class V" as to financial strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject
to the approval of the CITY Risk Management Division.
or
The company must hold a valid Florida Certificate of Authority as shown in the
latest "List of All Insurance Companies Authorized or Approved to Do Business in
Florida" issued by the State of Florida Department of Insurance and are members
of the Florida Guaranty Fund.
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14.1.3 Certificates will indicate that no material modification, change or cancellation in such
insurance shall be made without thirty (30) days in advance notice to the certificate holder,
CITY of Miami Beach, by certified mail.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE, 3 d FLOOR
MIAMI BEACH, FL 33139
14.1.3 All of the insurance coverages required in this Section shall also contain a provision
including the indemnification language referenced in Section 15.7 hereof.
14.1.4 Prior to the commencement of the Services, CONTRACTOR will file with the CITY'S
Department of Procurement Management, 1700 Convention Center Drive, Third Floor, CITY of
Miami Beach, Florida, 33139, the required certificates of all insurance, required under this
Section, demonstrating that all required coverage has been obtained, in the amount, form and
manner required under this Section.
14.1.5 The CONTRACTOR agrees that if any part of the Services is sublet, it will require the
subcontractor(s) to carry insurance as required in this Section, and that they will require such
subcontractor(s) to furnish to it and the CITY insurance certificates in the same amounts, form
and manner of the coverages required herein by the CITY for the CONTRACTOR.
14.1.6 If any insurance should be canceled or changed by the insurance company, or should any
insurance expire during the Term, the CONTRACTOR shall be solely responsible for securing
other acceptable insurance to provide the coverage specified in this Section, as necessary to
maintain coverage during the Term.
14.1.7 Compliance with the foregoing requirements shall not relieve the CONTRACTOR of its
liability and obligations under this Section, or under any other section of this Agreement
(including, without limitation Section.15.7 hereof).
14.1.8 Each policy of insurance required to be carried under this Section shall contain (i) a
provision that no act or omission of the CITY or CONTRACTOR shall affect or limit the obligation
of the insurance company to pay the amount of any loss sustained; (ii) an agreement by the
insurer that such policy shall not be cancelled, modified, or denied renewal without at least
thirty (30) days prior written notice to the CITY; and (iii) a waiver of subrogation by the insurer.
14.1.9 All insurance procured. by CONTRACTOR in accordance with the requirement of this
Section shall be primary over any insurance carried out by the CITY and not require contribution
by the CITY. The terms of the insurance policies referred to herein shall preclude subrogation
claims against CONTRACTOR, the CITY, and their respective officers, employees, agents, and
contractors.
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14.1.10 Should CONTRACTOR fail to obtain, maintain, or renew the policies of insurance
referenced in this Section, in the required amounts and/or in the required form and manner,
the CITY may, at its sole discretion, automatically terminate this Agreement for cause or, in the
alternative, after at least seven (7) calendar days prior written notice to CONTRACTOR, and
without CONTRACTOR obtaining, maintaining, or renewing such insurance, obtain such
insurances, and any sums expended by the CITY in obtaining such insurance, shall be repaid by
CONTRACTOR to CITY, plus ten percent (10%) of the amount of premiums paid to compensate
CITY for its administrative costs. If CONTRACTOR fails to repay CITY'S expenditure within fifteen
(15) calendar days of demand, the total sum owed shall accrue interest at the rate of twelve
percent (12%) until paid or, at its option, the CITY may declare the Agreement in default
pursuant to Section 19.1 hereof.
15. Contractor's Responsibilities
15.1 Concerning subcontractors
15.1.1 The CONTRACTOR will not employ or otherwise retain any subcontractor without the
prior written of the CITY, which consent, if given at all, shall be at the CITY's sole option and
discretion. CONTRACTOR shall not employ or otherwise retain any subcontractor against whom
the CITY may have reasonable objection.
15.1.2 The CONTRACTOR shall be fully responsible for all acts and omissions of its
subcontractors to the same extent that CONTRACTOR is responsible for the acts and omissions
of persons directly employed by it. Nothing in this Agreement shall create any contractual
relationship between CITY and any subcontractor (or other person or organization having a
direct contract with CONTRACTOR), nor shall it create any obligation on the part of CITY to pay
(or to see to payment of) any subcontractor (or other person or organization).
15.1.3 The CONTRACTOR agrees to specifically bind every subcontractor to the applicable terms
and conditions of this Agreement for the benefit of the CITY.
15.1.4 All Services performed for the CONTRACTOR by a subcontractor shall be pursuant to an
appropriate written agreement between the CONTRACTOR and the subcontractor.
15.1.5 The CONTRACTOR shall be solely responsible for the coordination of any work, services,
equipment and/or materials performed and/or furnished by subcontractors.
15.1.5.1 The CITY will not undertake, nor have the obligation, to settle any differences
between the CONTRACTOR and its subcontractors, or between subcontractors.
15.1.5.2 If, in the sole opinion and discretion of the CITY, any subcontractor proves to be
incompetent or otherwise unsatisfactory, they shall be promptly replaced by the
CONTRACTOR, if and when directed by the CITY in writing.
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15.2 Laws and Regulations
15.2.1 The CONTRACTOR will give all notices and comply with all federal, State of Florida,
Miami-Dade County, and CITY of Miami Beach laws, ordinances, resolutions, and rules and
regulations applicable to the Services, and/or the Project (the Applicable Laws). If the
CONTRACTOR observes that any Services, or any portion of the Project, are/is at variance
therewith, it will give the CITY prompt written notice thereof. If the CONTRACTOR performs
any Service knowing it to be contrary to Applicable Laws, and without such notice to the CITY, it
will bear any and all liabilities, obligations, claims and/or costs arising therefrom.
15.3 Taxes
15.3.1 The CONTRACTOR shall be solely liable for payment of any applicable sales, use, and
other taxes (the Impositions) in conjunction with the performance of the Services, whether or
not such Impositions are imposed or assessed against CONTRACTOR or the CITY.
15.4 Safety and Protection
15.4.1 The CONTRACTOR will be solely responsible for initiating, maintaining, and supervising
all safety precautions and programs, and will take any and all necessary precautions for the
safety of, and will provide the necessary protection to prevent damage, injury or loss to:
15.4.1.1 All employees, subcontractors, agents, and other persons, performing Services
under this Agreement;
15.4.1.2 All equipment, materials, and personal property required for the performance of
the Services including, without limitation,the System;
15.4.1.3 Any other property within the Project area including, without limitation, trees,
lawns, and landscaping; sidewalks and other walkways; pavements, streets and roadways;
structures; and utilities.
15.4.2 The CONTRACTOR will designate a responsible member of its organization whose duty
shall be the prevention of accidents and shall provide the CITY with the name and contact
information of such individual (or any successor) prior to commencement of the Services.
15.5 Emergencies
15.5.1 In emergencies affecting the safety of persons or property, the CONTRACTOR, without
special instruction or authorization from the CITY, is obligated to act, at its reasonable
discretion, to prevent threatened damage, injury, or loss. CONTRACTOR will give the CITY
prompt written notice of any significant changes in the Services, or other deviations from this
Agreement, caused thereby. If the CONTRACTOR believes that additional services performed
by it in an emergency entitles it to additional compensation under this Agreement,
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CONTRACTOR may make a claim therefore. Notwithstanding, the decision to reimburse and/or
compensate the CONTRACTOR for any such claim shall be within the sole discretion and
judgment of the CITY.
15.6 Public Convenience and Safety
15.6.1 The CONTRACTOR shall, at all times, perform the Services in such a manner as to insure
the least practicable obstruction to public travel and shall use its best efforts to ensure the
convenience of the general public and of the residents along and adjacent to the Project area
and the areas of service.
15.7 Indemnification
15.7.1 CONTRACTOR shall indemnify, hold harmless and defend (with counsel approved b the
pp Y
CITY) the CITY, its officers, employees, agents, servants, and contractors, from and against any
and all claims, liabilities, demands, causes of action, costs and expenses ( including reasonable
attorneys' fees at the trial and all levels of appeal) of whatsoever kind or nature (the "Claims")
arising out of: (i) error, omission, negligent act, or willful misconduct of CONTRACTOR, its
officers, employees, agents, servants, contractors, or subcontractors; (ii) any default by
CONTRACTOR under this Agreement; or (iii) any other Claim arising directly or indirectly from
the performance of the Services or the Project; provided, however, that there is expressly
excluded from the forgoing obligations any Claims to the extent resulting solely from the gross
negligence or willful misconduct of the CITY, its officers, employees, agents, servants, or
contractors.
15.7.2 It is understood and agreed by CONTRACTOR that its liability to CITY, and/or to the
CITY'S officers, employees, agents, servants, and contractors, under Section 15.7.1, shall not in
any way be limited to or affected by the amount of insurance coverages required or carried by
CONTRACTOR under this Agreement.
15.7.31 The provisions of Section 15.7.1 shall survive expiration or termination of this
Agreement.
16. Employee Background Check Requirements
16.1 CONTRACTOR Shall comply with all the requirements of Sections 1012.32 and 1012.465,
Florida Statutes, requiring that only those employees that have successfully passed the
background screening required by the referenced statutes and that meet the standards
established by the statutes, be allowed operate the trolleys. CONTRACTOR agrees that its
failure to comply with the employee background check requirements established herein shall
constitute a material breach of this Agreement for which the CITY reserves the right to
terminate immediately with no further responsibilities or duties to perform under this
Agreement. Contractor agrees to indemnify and hold harmless the CITY, its officers and
employees of any liability in the form of physical or mental injury, death or property damage
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resulting in its failure to comply with the requirements of this section or Sections 1012.32 and
1012.465, Florida Statutes.
17. [Intentionally Deleted]
18. [Intentionally Deleted]
19. Termination
19.1 Termination for Cause
If CONTRACTOR shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the CITY, through its
City Manager, shall thereupon have the right to terminate this Agreement for cause.
Prior to exercising its option to terminate for cause, the CITY shall notify the
CONTRACTOR of its violation of the particular term(s) of this Agreement, and shall grant
CONTRACTOR seven (7) calendar days to cure such default. If such default remains
uncured after seven (7) calendar days, the CITY may terminate this Agreement without
further notice to CONTRACTOR. Upon termination, the CITY shall be fully discharged
from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the CONTRACTOR shall not be relieved of liability to the
CITY for damages sustained by the CITY by any breach of the Agreement by the
CONTRACTOR. The CITY, at its sole option and discretion, shall be entitled to bring any
and all legal/equitable actions that it deems to be in its best interest in order to enforce
the CITY'S right and remedies against CONTRACTOR. The CITY shall be entitled to
recover all costs of such actions, including reasonable attorneys' fees.
19.2 Termination for Convenience of the CITY
THE CITY MAY ALSO,THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY
GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONTRACTOR OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, CONTRACTOR SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH
THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS
ARISING OUT OF, OR BY VIRTUE OF,THIS AGREEMENT.
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19.3 Termination for Insolvency
The CITY also reserves the right to terminate the Agreement in the event the
CONTRACTOR is placed either in voluntary or involuntary bankruptcy or makes an
assignment for the benefit of creditors. In such event, the right and obligations for the
parties shall be the same as provided for in Section 19.2.
19.4 Contractor May Stop Service or Terminate
19.4.1 If the CITY fails to make any payment required to be made by CITY to CONTRACTOR
under this Agreement as and when due, which continues for more than ten (10) calendar days
after written notice from CONTRACTOR, the CONTRACTOR may terminate this Agreement by
written notice to CITY. Upon termination, CONTRACTOR shall be entitled to recover from CITY
any amounts owed by CITY to CONTRACTOR as of the termination date.
19.5 removal of Equipment .
19.5.1 In the case of termination of this Agreement, whether for cause or for convenience, and
CONTRACTORS'S Services being terminated and discontinued as a result thereof, CONTRACTOR,
upon notice from the CITY, shall promptly remove all of its personnel, equipment, and materials
from the Project area. Should the CONTRACTOR not remove its equipment and materials, the
CITY shall have the right to remove them at the expense of the CONTRACTOR.
19.6 Neither party shall be liable to the other for any indirect, incidental, special, or
consequential damages, including lost profits or interruption of business.
20. Notices
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the CITY listed below or may be
mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally
recognized overnight delivery service.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CONTRACTOR: Limousines of South Florida, Inc.,
2S9S Northwest 38 Street
Miami, Florida, 33142
Attn: Mark Levitt, Vice President
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TO CITY: CITY of Miami Beach, Public Works Department
Transportation Division
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Transportation Supervisor
Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate notice address is properly
provided, notice shall be sent to such alternate address in addition to any other address which
notice would otherwise be sent, unless other delivery instruction as specifically provided for by
the party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by
either U.S. certified mail or overnight delivery.
21. Waiver of Jury Trial
21.1 CITY and CONTRACTOR knowingly, irrevocably voluntarily and intentionally waive any
right either may have to a trial by jury in State or Federal Court proceedings in respect to any
action, proceeding, lawsuit or counterclaim based upon this Agreement or the performance of
the Service thereunder.
22. Attorneys Fees/Jurisdiction/Venue/Governing Lawn
22.1 The Agreement shall be construed in accordance with and governed by the law of the
State of Florida.
22.2 The parties submit to the jurisdiction of any Florida State or federal court in any action or
proceeding arising out of or relating to the Agreement. Venue of any action to enforce the
Agreement shall be in Miami-Dade County, Florida.
22.3 If either the CITY or CONTRACTOR is required to enforce the terms of the Agreement by
court proceedings, the prevailing party shall be entitled to recover from the other party all such
costs and expenses, including, but not limited to, court costs, and reasonable attorney's fees.
23. Audits and Access to Records
23.1 Maintenance and Examination of Records.
CONTRACTOR shall maintain current, accurate, and complete financial records on an accrual
basis of accounting related to the Project and the Services performed pursuant to this
Agreement. Systems and procedures used to maintain these records shall include a system of
internal controls and all accounting records shall be maintained in accordance with generally
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accepted accounting principles and shall be open to inspection and audit, by the CITY or its
authorized representatives, upon reasonable prior notice and during normal business hours.
Such records and accounts shall include a breakdown of gross revenues, expenses, and profit
and loss statements, and such records shall be maintained as would be required by an
independent CPA in order to audit a statement of annual gross revenues and profit and loss
statement pursuant to generally accepted accounting principles.
23.2 Inspection and Audit.
CONTRACTOR shall maintain its financial records pertaining to its operations for a period of
three (3) years after the conclusion of the Term, and such records shall be open and available to
the CITY or its authorized representatives, as deemed necessary by the CITY. CONTRACTOR shall
maintain all such records at the office address set forth in the Notices section of this
Agreement.
The CITY or its authorized representatives shall be entitled to audit any and all CONTRACTOR
records pertaining to the Project and/or the Services, as often as it deems reasonably necessary
throughout the Term, and three (3)times within the three (3) year period following termination
of the Agreement, regardless of whether such termination results from the natural expiration
of the Term or for any other reason. The CITY shall be responsible for paying all costs associated
with.such audits, unless the audit(s) reveals a deficiency of five percent (5%) or more in
CONTRACTOR'S statement of gross receipts for any year or years audited, in which case the
CONTRACTOR firm shall pay to the CITY, within thirty (30) days of the audit being deemed final
(as specified below), the cost of the audit and a sum equal to the amount of the deficiency
revealed by the audit, plus interest; provided, however, that the audit shall not be deemed final
until CONTRACTOR has received the audit and has had a reasonable opportunity to review the
audit and discuss the audit with the CITY. Nothing contained within this subsection shall
preclude the CITY'S audit rights for resort tax collection purposes.
CONTRACTOR shall submit at the end of the Term, a certified audited annual statement of
Gross Revenues for the Project, in a form consistent with generally accepted accounting
principles. These statements will be provided by CONTRACTOR'S internal accounting or
operating departments.
It is CONTRACTOR'S intent to stay informed of comments and suggestions by the CITY regarding
CONTRACTOR'S performance under the Agreement. Within thirty (30) days after the end of the
Term, CONTRACTOR and CITY may meet to review CONTRACTOR'S performance under the
Agreement. At the meeting, CONTRACTOR and CITY may discuss quality, operational,
maintenance and any other issues regarding CONTRACTOR'S performance under the
Agreement.
23.3 The provisions of this Section 23 shall survive termination or expiration of this Agreement.
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24. Miscellaneous
24.1 Assignment, Transfer or Subcontracting
Consultant shall not assign, or transfer or subcontract all or any portion of the Services under
this Agreement without the prior written consent of the City Manager, which consent, if given
at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any
term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant
to this Section, and any attempt to make such assignment (unless approved) shall be void.
24.2 Equal Employment Opportunity
In connection with the performance of the Services, CONTRACTOR shall not discriminate
against any employee or applicant for employment because of race, color, national origin,
religion, sex, gender identity, sexual orientation, disability, marital and familial status, or age.
24.3 Conflict of Interest
The CONTRACTOR herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade
County Code, and as may be amended from time to time; and by the CITY of Miami Beach
Charter and Code (as some may be amended from time to time); both of which are
incorporated by reference herein as if fully set forth herein.
CONTRACTOR covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly, which could conflict in any manner or degree with the performance of the
Services. CONTRACTOR further covenants that in the performance of this Agreement, no
person having any such interest shall knowingly be employed by the CONTRACTOR. No
member of or delegate to the Congress of the United States shall be admitted to any share or
part of this Agreement or to any benefits arising there from.
24.4 Changes and Additions
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
24.5 Severability
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
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this Agreement shall not be affected and every other term and provision of this Agreement
shall be valid and be enforced to the fullest extent permitted by law.
24.7. No Partnership or Joint Venture
Nothing contained in this Agreement is intended to or shall be construed in any way to create
or establish the relationship of partners of a joint venture between the CITY and CONTRACTOR.
The relationship of CONTRACTOR and CITY is solely that of independent contractor. None of
the officers, employees, agents, servants, contractors or subcontractors of CONTRACTOR
(hereinafter, CONTRACTOR'S personnel) shall be, or be deemed to be, employees or agents of
the CITY for any purpose whatsoever. CONTRACTOR assumes full responsibility for the actions
of CONTRACTOR'S personnel and is solely responsible for their supervision, daily direction and
control and, as applicable payment of fees, costs, (including withholding taxes and social
security), worker's compensation, and disability benefits.
24.8 No Third Party Beneficiaries
This Agreement shall not be construed as giving any person, other than the parties hereto and
their successors and permitted assigns, any legal or equitable right, remedy, or claim under or
in respect of this Agreement or any of the provisions herein contained; this Agreement and all
provisions and conditions hereof being intended to be, and being, for the sole and exclusive
benefit of such parties and their successors and benefitted assigned, and for the benefit of no
other person or entity.
24.9 No Waiver
A failure by either party to take any action with respect to any default or violation by the other
of any of the terms, covenants, or conditions of this Agreement shall not in any respect limit,
prejudice, diminish, or constitute a waiver of any rights of such party to act with respect to any
prior, contemporaneous, or subsequent violation or default or with respect to any continuation
or repetition of the original violation or default.
25. Limitation of Liability
The CITY desires to enter into this Agreement only if in so doing the CITY can place a limit on the
CITY'S liability for any cause of action, for money damages due to an alleged breach by the CITY
of this Agreement, so that its liability for any such breach never exceeds the sum of $100,000.
CONTRACTOR hereby expresses its willingness to enter into this Agreement with
CONTRACTOR'S recovery from the CITY for any damage action for breach of contract to be
limited to a maximum amount of$100,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, CONTRACTOR
hereby agrees that the CITY shall not be liable to the CONTRACTOR for damages in an amount
in excess of $100,000 for any action or claim for breach of contract arising out of the
14
performance or non-performance of any obligations imposed upon the CITY by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the CITY's liability, as set forth in Section 768.28, Florida
Statutes.
26. Entirety of Agreement
The CITY and CONTRACTOR agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA(CITY)
ATTEST:
l
I
G'
.1 BY:
CIT4 Clerk •' � r
:INCORP� OWED::�
FOR CONTRACTOR: ,° ',•...�;o:.••°' � LIMOUSINES OF SOUTH FLORIDA, INC.
ATTEST:
BY:
Secretary Presid
/c,ar
Print Name Print Name
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
15 d�--
�S'
City Attorney Date
EXHIBIT "A"
Scope of Services (the Services)
CONTRACTOR agrees to provide all labor, materials, and equipment, as it deems necessary and
advisable, in order to provide the City of Miami Beach with a first class, turn-key public trolley
transportation system (the Project or the System).
The System shall consist of two (2) trolley vehicles, plus one (1) spare trolley vehicle, in
accordance with the routes, schedules, and hours of operation established by the City herein;
provided, however, that the City reserves the right, at its sole discretion and judgment, to
modify such routes, schedules, and hours of operation at any time during the Term, upon
written notice to CONTRACTOR. SUCH MODIFICATIONS MAY BE MADE TO UP TO TWENTY
PERCENT (20%) OF THE SPECIFIED VEHICLE SERVICE HOURS WITHOUT CHANGING THE FIXED
HOURLY RATE ESTABLISHED HEREIN.
i
Responsibility for CONTRACTOR'S day-to-day operation of the Project shall be vested in the
CONTRACTOR'S full-time System Manager, who shall serve as the CONTRACTOR'S
representative under this Agreement. In addition, an officer or senior management employee
of CONTRACTOR shall be available to the City either by phone, electronic mail, or in person, to
make decisions or provide coordination under this Agreement, as necessary.
The City reserves the right, at any time and as many times, during normal business hours, to
inspect, examine, test, or monitor CONTRACTOR'S equipment (including, without limitation,
the trolley vehicles) or facilities used in-the Project or in connection with the performance of
the Services. CONTRACTOR agrees that its equipment and facilities may be inspected,
examined, tested, or monitored by the City or its authorized representatives, or by any Federal,
State, or local officer or agency having responsibilities for inspections of the Project or the
Services. CONTRACTOR hereby waives all claims against the City for compensation for loss or
damage sustained by reason of any interference (which interference, if by the City, must be
reasonable) with its operations by any public agency or official in enforcing their duties or any
Applicable Laws. Any such interference (which interference, if by the City, must be reasonable)
shall not relieve CONTRACTOR from any obligation from this Agreement.
Service Area Map and Proposed Trolley Route
Figure 1 depicts the proposed route for the System. The proposed route is intended to serve
the Alton Road commercial corridor and the West Avenue residential/commercial corridor. The
route is bounded by 5t" Street on the south; Lincoln Road on the north; Alton Road on the east;
and West Avenue on the west. The route is approximately two (2) miles in length and is
proposed to have twenty-one (21) stop locations, including fifteen (15) existing Miami-Dade
Transit (MDT) bus stops.
A-1
System Specifications
The System specifications are shown in Table 1 and Figure 2. (See Table 1 for Equipment and
Service Specifications, and Figure 2 for Trolley Vehicle Dimensions). System vehicles must also
meet the requirements of Florida Administrative Code 14-90. The System fleet must meet all
local, state and federal regulations, including, but not limited to, Americans with Disabilities Act
(ADA) requirements.
CONTRACTOR'S vehicles for use as temporary replacement in the System must also meet all
System specifications.
Hours of Operation
The CONTRACTOR will operate the System according to the proposed service hours of
operation established by the City in Table 1.
The CONTRACTOR shall not be held responsible for the failure to provide on-time service due to
naturally occurring disasters.
Compensation/payment
Basis of Compensation
Compensation under this Agreement shall be based upon the following fixed hourly rates,
which - as negotiated between City and CONTRACTOR - are intended to be inclusive of any and
all costs to be incurred by CONTRACTOR for its performance of the Services:
Year 1: $64.60 per operating hour, per trolley vehicle; and
Year 2 (Optional at the City's sole discretion): $63.65 per operating hour, per trolley
vehicle.
The above rates are based upon two (2) trolley vehicles operating sixteen (16) hours per day,
seven days per week, year-round, within the route depicted in Figure 1.
Submission of Invoices
Invoices and supporting documents for Services (or portions thereof) satisfactorily rendered for
the previous month, shall be submitted by the 15th day of each month to the Transportation
Division of the Public Works Department (Attention: Transportation Operations Supervisor),
1700 Convention Center Drive; 4th Floor, Miami Beach, FL 33139. Upon verification of the
accuracy and completeness of the invoice and supporting documentation by the Transportation
Coordinator, the invoice-shall be forwarded for payment approval to the City.
A-2
(a) Itemized monthly invoice. The CONTRACTOR shall submit, with the Monthly Summary
Report, an itemized monthly invoice to the City for the Services, or portions thereof,
rendered during the reporting period. Both the monthly invoice and the summary
report shall be received by the 15th day of the subsequent month. The itemized invoice
shall follow a format approved by the City.
(b) Net amount due. The charge for Trolley Circulator Service minus the time scheduled
vehicles were out of service shall be submitted as the amount due the CONTRACTOR.
The City imposed liquidated damages, if any, shall be deducted from this amount.
(c) Debits and credits. The itemized invoice shall be supported by documents as may be
required by the City to establish that the amounts are allowable. Debits and credits shall
be itemized so that the total required has an understandable base. Debits would include
actual working days total per vehicle by hours, costs for extra runs beyond normal
schedules (specify use, dates, and hours), and/or costs for extra operating hours caused
by daylight savings time adjustments. Credits should be shown for out of service hours
per vehicle.
(d) Open records. All invoices and related records will be available for inspection and/or
independent audit at the election of the City.
(e) Payment will be made to CONTRACTOR as local funds are available to the City. Delays in
reimbursement will require the CONTRACTOR to be able to finance operations until
such time that funds are available and payments are made.
F:\ATT0\AGUR\AGREEMENT\TroIIey Agreement- Scope of Services-Exhibit A(FINAL 1-30-14).docx
A-3
Exhibit °A-1"
Responsibilities of City of Miami Beach
Management
The City's Transportation Division of the Public Works Department will be' responsible for
administering the Agreement and monitoring and evaluating the Services. The City's
Transportation Operations Supervisor shall be the City's contract administrator for the Project.
System Planning and Administration
The City will be responsible for route planning, and establishing schedules and hours of
operations; productivity analysis; and marketing and promotion. The CONTRACTOR will provide
input to assist the City in making determinations on these matters, as requested.
Coordination
The City will work with the CONTRACTOR to ensure that effective coordination is achieved
among all public transportation services provided in the City of Miami Beach.
Advertising and Promotion
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.
The City shall prepare, print and provide to the CONTRACTOR all schedules and other materials
required by service operations. The CONTRACTOR shall distribute and disseminate such
materials.
Adjustments to Service
1. Adjustments to service shall be the sole prerogative of the City. The City expects to work
closely with the CONTRACTOR on such modifications in order to provide efficient and
responsive transit service.
2. The City will use reasonable efforts to notify the CONTRACTOR of any major service changes,
at lease thirty (30) days in advance.
A-1/1
3. No operational changes that affect the Services, routes, scheduling, hours of operation,
frequency of service, or any other characteristics of the System shall be made by the
CONTRACTOR without the prior written approval of the City.
Vehicles, Dispatching and Telephone Service, Complaints
The City shall utilize a systematic method for processing any telephone inquiries concerning-the
System schedule, hours of operation, routes, frequency, stops, fare (if applicable),
accommodations, etc. Complaints received by the CONTRACTOR shall be logged and forwarded
to the City's Transportation Operations Supervisor and the CONTRACTOR'S representative with
a response provided no later than two (2) business days after the receipt of the complaint.
Safety and Security Program Plan
The City shall develop (prior to Services commencement) and provide to CONTRACTOR a Safety
and Security Program Plan which will include attendance to periodic safety meetings,
participation in safety organizations, offering safety incentives to CONTRACTOR, and
participation in risk management activities under the auspices of the CONTRACTOR'S insurance
carrier or other organization.
F:\ATT0\AGUR\AGREEMENT\TroIIey Agreement-Scope of Services-Exhibit A-1(FINAL 1-30-14).docx
A-1/2
Exhibit "A-2"
CONTRACTOR Responsibilities
General Responsibilities
1. The CONTRACTOR will obtain and provide all required state and local vehicle permits
and license plates and ensure that all drivers are properly licensed. The CONTRACTOR
must also have all applicable state and local business licenses or procure same prior to
the start of service.
2. The CONTRACTOR shall bear all operating expenses incidental to the use and operation
of the System vehicles (including, without limitation, the trolleys). All System vehicles
shall be operated and maintained to'comply with all local, state, and federal regulations.
3. The CONTRACTOR shall give the City the unfettered right and privilege to inspect System
vehicles at CONTRACTOR'S premises whenever, and as frequently as, the City
determines such inspection to be necessary.
4. The CONTRACTOR shall be liable for any penalties, whether imposed on CONTRACTOR
or imposed on the City, by local; state, and federal agencies due to the CONTRACTOR'S
failure to obtain the proper System vehicle license, or operate and maintain the vehicles
in accordance with,local, state, and federal regulations.
5. The CONTRACTOR shall be responsible for the performance, acts, and/or omissions of its
employees, subcontractors, an agents.
6. The CONTRACTOR shall be responsible for payment of all employees' and/or
subcontractors' wages and benefits. The CONTRACTOR's personnel wages and work
hours shall be in accordance with applicable local, and state regulations affecting such
personnel.
7. Dispatch personnel shall be bilingual .(English and Spanish) and trained for the special
needs of elderly and disabled individuals and shall respond to questions concerning the
service with both sensitivity and efficiency.
S. The CONTRACTOR shall be responsible for meeting any performance standards .
established by the City.
Vehicle Operators (Drivers)
1. Vehicle operators (also referred to herein as Drivers) must have a valid Florida CDL
(chauffeurs or commercial) driver's license as well as any other licenses required by
applicable federal, state, and local regulations.
2. Vehicle operators must have a medical examination certificate and pass drug testing. A
vehicle operator who does not pass the medical and drug examination shall not be
permitted to operate a vehicle.
3. Vehicle operators shall be trained in all operational procedures relating to the System,
including thorough knowledge of the service area street network and points of
destination/interest along or in close proximity to the route.
A-2/1
4. Drivers shall be fully trained in defensive driving and vehicle handling.
5. Drivers shall be trained in the special skills required to provide transportation to elderly
and disabled individuals.
6. Drivers shall be trained to understand and practice the high quality of service required
by the City, and expected of a first-class System.
7. Drivers shall assist passengers confined to wheelchairs in boarding and shall perform the
tie downs.
8. Drivers shall be trained to operate all types of vehicles (including reserve vehicles owned
by the CONTRACTOR) in service, wheelchair lifts, and secureness systems, and other
equipment that they may be expected to use during service hours.
9. Drivers shall be available and on-time daily to ensure consistent and reliable service.
10. No vehicle operator shall take lunch hour or breaks inside or close by his/her vehicle.
11. Drivers shall be groomed appropriately and be in a uniform acceptable to the City.
12. Drivers shall wear identification tags clearly displaying their first name while performing
their duties.
13. Each Driver and vehicle shall have an accurate timepiece available and in clear sight at
all times during vehicle operation.
14. Drivers are required to have a thorough knowledge of traffic regulations along the route
and the schedule time points.
15. Drivers need to be sensitive to ridership comforts, such as the interior temperature on
their respective vehicle, cleanliness of vehicles, etc.
16. Drivers shall effectively respond to questions concerning the trolley service with
courtesy, sensitivity and professionalism.
17. Drivers shall not transport any animal, except seeing-eye dogs and special companion
assistant dogs.
18. Drivers shall demonstrate excellent customer service, courtesy, professionalism, high
ethical standards, helpfulness, and safe driving habits.
19. Drivers and dispatchers shall accurately complete and submit the required operating
reports daily.
20. Drivers shall communicate events (emergency and non-emergency) and passenger
counts through usual and customary logging/reporting procedures.
21. Drivers shall log and report all events that jeopardize the safety of passengers or impede
vehicle movement pursuant to the Accident and Incident Procedures described herein.
All Personnel
1. All personnel assigned to this Project shall be knowledgeable of the System, routes,
schedule, hours-of operation, etc.
2. 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 of the offending employee from performing work on the Project.
A-2/2
3. All personnel shall be required to attend quality/safety workshops as required by the
City, up to a maximum of eight (8) hours per year, per employee. Certification of training
shall be presented to the City on an annual basis.
4. The CONTRACTOR shall provide its employees with 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.
Minimum Performance Standards
The CONTRACTOR shall use its best efforts to provide first-class Services, in a manner that will
maximize productivity and, at the same time maximize customer service; never losing sight of
the specific performance standards set by the City. The CONTRACTOR shall take all reasonable
actions requested by the City to promptly correct any deficiencies in performance. The
CONTRACTOR and the City shall meet periodically to evaluate the Services, based upon the
performance standards established by the City. The following minimum performance standards
are agreed to between CONTRACTOR and City for the initial term of the Agreement:
Reliability:
• <2% missed trips
• 95%on-time performance(no more than 5 minutes late at any stop location).
Cleanliness:
• Daily cleaning of interior of vehicle, including floor, seats, windows, handlebars, and
applying atomizers to neutralize any foul odors, 100%of the time.
• Twice a month detailing of interior, including insect extermination, removing gum
stains and foul odors, 100% of the time.
• Weekly cleaning of exterior of vehicle, including windows and tires, 100% of the time.
• Graffiti removal within 24 hours, 100% of the time.
Equipment Malfunction:
• Repairs of any malfunctioning equipment related to vehicle or passenger safety shall
result in immediate vehicle out-of-service with notice to the City within two (2) hours,
100%of the time.
• If no parts need to be ordered, repairs shall occur within two (2) business days (48
hours), 95%of the time.
• If parts are required, orders shall be placed within 24 hours and repairs shall be
performed within 24 hours of receipt of required parts.
A-2/3
Customer service
• Respond to customer complaint within 48 hours, 95%of the time.
• Drivers properly uniformed (no sandals)and groomed, 100%of the time.
Discrepancies in Parking Validation Vouchers (if applicable)
• Reconciliation of any and all Parking Validation Vouchers, 100% of the time.
Maintenance, Cleaning, and Repairs
THE CONTRACTOR SHALL ASSUME FULL RESPONSIBILITY FOR ENSURING THAT ALL SYSTEM
VEHICLES USED IN CONNECTION WITH THE PROJECT SHALL AT ALL TIMES BE MAINTAINED AT
THE HIGHEST LEVELS AND IN A MANNER THAT IS CONSISTENT WITH GOOD BUSINESS
PRACTICES AND THE STANDARDS FOR CONDITION AND .QUALITY, COMMENSURATE WITH A
FIRST-CLASS PUBLIC TROLLEY TRANSPORTATION SYSTEM. NOTWITHSTANDING THE PRECEDING,
CONTRACTOR SHALL, AT A MINIMUM, ENSURE THAT ALL VEHICLES ARE WELL MAINTAINED,
SAFE, AND FULLY OPERABLE IN ACCORDANCE WITH THE HIGHEST STANDARDS OF CARE AND
SHALL PROVIDE THE FOLLOWING:
• VEHICLE MAINTENANCE AND REPAIR (INCLUDING, WITHOUT LIMITATION, ALL
PREVENTIVE MAINTENANCE, AS WELL AS EMERGENCY MAINTENANCE SUCH AS
DEAD BATTERIES, FLAT TIRES, ETC); AND
• INTERIOR AND EXTERIOR CLEANING.
CONTRACTOR shall provide all labor, parts and materials necessary to keep the vehicles clean at
all times. CONTRACTOR shall wash the exteriors of the vehicles, including support vehicles, at
least weekly, and shall clean the interiors of the vehicles daily by picking up all litter, and
sweeping the floors. CONTRACTOR shall mop vehicle floors and clean all other interior items
including indoors of the windows, if required; provided, however, that at a minimum,
CONTRACTOR shall mop vehicle floors and clean all other interior items including indoors of the
windows, at least once weekly.
The CONTRACTOR shall immediately report and repair any damage to the interior or exterior of
vehicle(s). If a vehicle is damaged, the CONTRACTOR shall retire that vehicle from service as
soon as practicable and a spare vehicle shall be immediately dispatched to service the route.
Exterior damage to vehicle(s) due to collisions, scratches, and graffiti markings shall be repaired
within 24 hours.
CONTRACTOR shall not permit the use of any vehicle, in a state of repair that violates any
Applicable Laws. Vehicles may only be driven and/or parked in areas designated for such
purposes and as provided for under this Agreement and pursuant to Applicable Laws.
A-2/4
The City, and/or its officers, employees, agents, and/or contractors shall not be responsible or
liable for any. damage to CONTRACTOR'S vehicles. CONTRACTOR shall be responsible for and
provide reasonable security measures which may be required to protect the vehicles. Under no
circumstances shall the City be responsible for any stolen or damaged goods, facilities,
materials, and/or other equipment including, but not limited to, the vehicles, nor shall City be
responsible for any stolen or damaged personal property of CONTRACTOR'S employees,
contractors, subcontractors, agents, vendors, patrons, guests, invitees, and/or any other third
parties.
Fare Collection
Should the City opt to charge. fares for the trolley service, all fares collected shall be the
property of the City and the City will enact procedures to control the fare box collection,
auditing, etc.
Safety and Security Program Plan
The CONTRACTOR shall adhere to the City's a Safety and Security Program Plan, and shall assist
the City with periodic updates of such Plan.
The CONTRACTOR will require all drivers, dispatch personnel, vehicle maintenance mechanics,
and supervisors to participate in the Safety and Security Program.
The CONTRACTOR shall comply with all applicable State of Florida Department of
Transportation requirements, Florida Administrative Code 14-90, and all other applicable
federal, State, and local safety requirements.
Road Supervision
The CONTRACTOR shall provide road supervision as required to monitor drivers, vehicles,
quality of service, and adherence to all established routes, headways and schedules, and to
respond to emergency service calls.
Accident and Incident Procedures
The CONTRACTOR shall develop,. implement, and maintain procedures to respond to all
accidents, disturbances, passenger injuries/fatalities, and any other service
interruptions/failures. These shall be reported to the City in a timely manner.
All traffic accidents involving System vehicles, irrespective of injury, shall be immediately
reported to the City of Miami Beach Police Department. The CONTRACTOR will advise such
agency of the accident and request a police unit to investigate the accident.
A-2/5
The CONTRACTOR operating a trolley vehicle shall give the City's Transportation Operations
Supervisor immediate verbal and subsequent written notice of the following events:
• A fatality, where an individual is confirmed dead within thirty (30) days of a transit
accident, excluding suicides and deaths from illnesses.
• Injuries requiring immediate medical attention away from the scene for one or more
individuals.
• Property damage to trolley vehicles, transit system vehicles other than trolleys, other
trolley system property or facilities, or any other property. The City's Transportation
Operations Supervisor shall have discretion to investigate events resulting in property
damage less than $1,000.
a Evacuation of a trolley vehicle due to a life-safety event where there is imminent danger
to passengers on the trolley vehicle(s), excluding evacuations due to operational issues.
Immediate notice of all above-referenced events/accidents is required and such notice shall not
be delayed for more than one (1) business day. These notices, at a minimum, shall include the
date, time, location of the occurrence and the appropriate number of persons killed or injured.
The person making the notification must provide his or.her name and title, the trolley number
involved and state where he or she can be reached for further details. In addition, the person
must supply any additional information requested. The CONTRACTOR must ensure the physical
evidence of the accident scene is properly documented prior to the scene being cleared.
Immediate notice of the above occurrences shall be reported by telephone. Immediate notice
of all said accidents is required, but in no instance shall the notice be delayed for more than
two (2) hours.
A written notice shall be submitted to the City, unless otherwise specified by the City; within
two (2) business days (48 hours) of the occurrence for all fatal accidents and all injury accidents
which result in injuries to one (1) or more passengers, on the form entitled "Trolley Operator
Accident Report" which is set forth in the System Safety and Security Program Plan.
The CONTRACTOR shall assist the City in documenting accidents and incidents. Report shall
meet all applicable MOT and F.A.C. Chapter 14-90 reporting requirements.
Emergencies - Natural Disasters
In the event of an emergency or natural disaster, the CONTRACTOR shall make available, to the
maximum extent possible, transportation and communications services and facilities to assist
the City in ameliorating such incidents. To the extent the City requires the CONTRACTOR to
A-2/6
provide such emergency services, the CONTRACTOR shall be relieved of the obligation to fulfill
the duties and responsibilities to operate the System.
Contractor's Facilities
The following facilities shall be provided by CONTRACTOR to-effectively manage and operate
the System:
• A dispatch room and supervisor station
• Facility for setup of maintenance and secure storage of the vehicles after hours
• Storage for the CONTRACTOR'S vehicle maintenance equipment (including cleaning
supplies)
• Fueling facilities to provide a dedicated source of fuel available in emergencies
• Break room for drivers and staff
O Restroom facilities
Records and Reporting
Minimum Reporting Requirements
The CONTRACTOR shall provide a Monthly Passenger Count Summary Report and Monthly
Summary Reports to the Transportation Operations Supervisor of the City in conjunction with
submittal of its monthly invoices for payment. The format to be used for operating reports and
monthly summaries shall be developed by the CONTRACTOR and approved by the
Transportation Operations Supervisor of the City: Said monthly reports shall be submitted no
later than the 15th calendar day of the following month, as part of CONTRACTOR'S invoices for
payment. Monthly report figures shall coincide with daily trip sheet totals for the month and
shall be broken down on a weekly basis (from Sunday to Saturday). The CONTRACTOR shall
certify as accurate all information given to the City.
Daily Records/Reports
(a) Telephone Report: The City shall be notified via phone any change of vehicle and/or
driver, special runs, interruption of service due to inclement weather, out-of-service
vehicles, emergencies and accidents.
(b) Daily driver logs will be used by each shift of operators, a copy of which is to be
submitted to the City on a weekly basis. The log is,the source document for use in
determining the total miles, number of passengers (manually counted) and passenger
categories. Missed miles and missed trips will be determined from the log by comparing
actual daily miles entered into the log against predetermined daily total miles for each
vehicle.
A-2/7
(c) Daily -dis atcher logs shall include but not be limited to the following information:
number of incoming calls, type of information requested (restaurants, shops,
entertainment, fares, schedule, stop locations, etc.).
(d) Fare box revenue (if applicable) shall be recorded daily and a copy submitted to the City
with the Monthly Summary Report.
Monthly Summary Reports
The CONTRACTOR shall prepare and submit to the Transportation Operations Supervisor of the
City a monthly summary report within fifteen (15) calendar days after the end of the operating
month, which shall be submitted along with CONTRACTOR'S invoices for payment (as one of the
required documents thereto). Monthly Summary Reports shall include, but not be limited to:
(a) Vehicle Total Service Hours and Miles: Monthly report figures shall coincide with daily
trip sheet totals for the month, by Route.
(b) Total Ridership: Monthly totals of the number of passengers carried, by Route.
(c) Total Passenger Revenue Summary (if applicable): Amount of fares/coupons collected,
by Route.
(d) Service Break Summary: Vehicle out-of-service; operational problems, breakdowns,
missed trips and delays over fifteen (15) minutes.
(e) Complaints and Compliments: passenger complaints and compliments collected by the
City and description of any action taken regarding complaints. Passenger complaints
related to safety or serious operational deficiencies shall be reported to the
CONTRACTOR by the City no later than the next workday following the City's receipt of
complaint.
(f) Vehicle Condition Summary: mileage (month, year to date, total), fuel and oil
consumption (miles per unit), accidents, preventive maintenance and inspection
program (actual vs. program), summary of major component rebuilding/repairs made,
by Vehicle.
(g) Equipment Status Summary: all other City-owned equipment.
(h) General Summary: all other issues, evaluations, suggestions for improvements.
(i) Pass and Ticket Sales Report (if applicable): number of tickets and passes sold by each
vendor over the last month.
(j) Reports for the Trolley Circulator Service shall be detailed by day-and tabulated for the
month.
(k) The Summary Report shall also include a recap of the service, summary statistics for
current month, year-to-date, same month last year (when applicable) and percent
change from last year for total system (if applicable). Spreadsheet type graph(s) of
trends in ridership, passengers per vehicle hour, and service quality measures shall be
developed. It shall also include problems with service/personnel/accidents, and
solutions proposed for the problems.
A-2/s
Yearly Summary Reports
Yearly Summary Report for Trolley Circulator Service shall include, but not be limited to, miles,
hours, passengers and costs itemized by month for each service, including fare box collections
(if applicable).
Accidents Reports
(See Accident and Incident Procedures).
F:\ATTO\AGUR\AGREEMENT\Trolley Agreement-Scope of Services-Exhibit A-2(FINAL 1-30-14).docx
A-2/9
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Table 1-Equipment and Service Specifications
Item Specifications
Equipment
Make Supreme Corporation Startrans
Vehicle Type Rubber Tire Trolley(Classic American)
Number of vehicles required Minimum requirement of two(2)vehicles in service with one(1)spare
Capacity minimum 20 passengers
Power/fuel type Diesel or Gasoline
Accessibility
Must meet requirements set forth by the Americans with Dissabilities Act
(A.D.A.)
Reliability Standards Any vehicle provided by this contract must not be older than 2007 models
On-board amenities
Vehicles provided by this contract must have properly functioning air
conditioning,driver seatbelts, and wifi.
Optional amenities Bicycle Racks and digital head signs on the front,sides,and rear of vehicles
Vehicles provided by this contract must have two-way radios for driver
Radio Communication and Equipment communications,GPS services, and transmission of real time/next bus
information via cellular service
The City will be responsible to sell and install advertising on the interior and
Advertising on Vehicles exterior of the vehicles at its sole discretionand.The cost for production will be
borne by the City and all revenues for advertising will be retained by the City
Hours of Operation
Daily 8:00 AM to 12:00 AM, Monday through Sunday(16 hours a day)
Yearly 11680 hours(16 hours a day/365 days a year)
Frequency of trips 10 minutes headways
Duration of trips
22.5 minutes(13.5 minutes driving time,seven (7) minutes pick-ups and drop-
offs,five(5)minute layover every two(2)trips)
Number of Routes 1(Alton Road-West Avenue Loop),additional optional routes at the City's sole
discretion
Fares Free
Performance
Minimum reliabity 0 0
<2/missed trips,95/0 on time performance(no more than 3 minutes late at
any stop location).
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