Loading...
Amendment No. 3 to the Agreement with Limousines of South Florida, Inc. cross—aglfy AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND LIMOUSINES OF SOUTH FLORIDA, INC. CONTRACT NO. ITB 2014-154-SR, DATED MAY 8, 2014 FOR THE TURNKEY TROLLEY OPERATIONS AND MAINTENANCE SERVICES (AGREEMENT) ThisApendment No. 3 to the Agreement is made and entered into this ,V day of kritm ir- , 2016, (Effective Date) by and between the City of Miami Beach, Florida (CITY , and Limousines of South Florida, Inc. (CONTRACTOR), and hereby amends the greement as follows: WHEREAS, on April 30, 2014, the City Commission approved the award of Invitation to Bid (ITB) No. 2014-154-SR for Turnkey Trolley Operations and Maintenance Services to Limousines of South Florida, Inc. (LSF or CONTRACTOR), and following the approval of the ITB, an Agreement between the City and LSF was executed on May 8, 2014; and WHEREAS, this ITB allowed for the operation of the existing North Beach Trolley service and included provisions for the addition of routes at the CITY's sole discretion and subsequent re-negotiation of hourly rates if change in Service increased or decreased by more than 20%; and WHEREAS, on July 30, 2014, the Mayor and City Commission adopted Resolution No. 2014-28708, authorizing the City to execute Amendment No. 1 to the Agreement, which increased the scope of the Agreement to include optional equipment, as well as additional automated stop announcement equipment, with the capability of displaying public advertisements; and •WHEREAS, on October 22, 2014, the City Commission directed the Administration to proceed with planning and developing a Middle Beach trolley route and service plan as part of a citywide interconnected trolley system; and WHEREAS, on March 18, 2015, the Mayor and City Commission adopted Resolution No. 2015-28967, approving and authorizing Amendment No. 2 to the Agreement, incorporating an enhanced Scope of Services to the Agreement in order to accommodate additional transportation expenses needed for the CITY's Centennial celebration, increasing the cost of the Agreement for said enhanced Scope of Services during the 2014-2015 fiscal year, solely; and WHEREAS, the Agreement, Amendment No. 1 and Amendment No. 2 shall be collectively referred to as the "Agreement"; and WHEREAS, on May 29, 2015, the Administration presented the proposed Middle Beach Loop and Collins Link routes to the Neighborhood/Community Affairs Committee, which Committee recommended the approval of said routes and service plans, and directed the Administration to secure the approval of the City Commission; and Page 1 of 29 WHEREAS, on June 10, 2015, the Mayor and City Commission adopted Resolution No. 2015-29055, accepting the recommendation of the NCAC regarding the proposed Middle Beach trolley routes and service plans and which authorized the Mayor and City Clerk to execute interlocal agreements with Miami-Dade County for the operation of two municipal circulator routes: the Middle Beach Loop and the Collins Link; and WHEREAS, the proposed trolley routes and interlocal agreements were subsequently approved by Miami-Dade Transit (MDT), the County's Transit Services and Mobility Committee (TSMC) on August 26, 2015, and the Board of County Commissioners (BCC) on September 1, 2015, after concluding that the City's proposed trolley routes would not have an adverse impact on the existing MDT bus service; and WHEREAS, the Interlocal Agreements for the Middle Beach Loop and the Collins Link are currently fully executed and in effect; and WHEREAS, on October 21, 2015, the Mayor and City Commission adopted Resolution No. 2015-29194, accepting the recommendation of the City Manager and waiving, by a 517th vote, the competitive bidding requirement, finding said waiver to be in the best interest of the CITY; and approving and authorizing the Mayor and City Clerk to execute Amendment No. 3 to the Agreement; said Amendment No. 3 increasing the scope of the Agreement to include the following: (1) the addition of the operation and maintenance services for two new routes in Middle Beach (the Middle Beach Loop and the Collins Link); (2) the addition of fourteen (14) modified high-floor kneeling trolley vehicles (New Modified trolley vehicles) for the operation of the North Beach and Middle Beach routes; (3) a negotiated new hourly rate commensurate with the cost of said New Modified trolley vehicles and the additional services for the new Middle Beach routes; (4) the early exercise of the two (2) renewal options, extending the agreement term through May 7, 2021; (5) in addition to the term provided in the previous subsection (4), further extending the term, as to each route, to include a full sixty(60) month term, commencing as of the roll-out date of all the New Modified trolley vehicles for each respective route; (6) authorizing the City Manager to approve the purchase of additional optional equipment for the New Modified trolley vehicles in the City fleet, as may be needed in the Administration's discretion, subject to funding availability; and (7) authorizing the Administration to make any additional modifications deemed necessary with respect to the additional scope contemplated by Amendment No. 3; said amendment increasing the cost of the agreement, in an amount not to exceed $6,700,000 annually; and WHEREAS, Proposal Documents as referenced in the Agreement shall mean City of Miami Beach Invitation to Bid (ITB) No. 2014-154-SR for Turnkey Trolley Operations and Maintenance Services to Limousines of South Florida, Inc. (LSF), together with all amendments thereto (i.e. Addendum No. 1 to the ITB), issued by the CITY in contemplation of this Agreement, and the Contractor's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: this Agreement; the ITB; and the Proposal; and WHEREAS, as referenced in this Agreement, the City Manager shall mean the City's chief executive officer and the contract manager for this Agreement shall be the City's Transportation Operations Supervisor. Page 2 of 29 NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and Contractor hereby agree to amend the Agreement as follows: 1. The recitals set forth above are true and correct and are incorporated herein by reference. 2. Section 3 of Article 1 of the Agreement, entitled "TERM", is hereby deleted in its entirety and replaced with the following: 3. TERM: This Agreement shall have a staggered term (the Term) of five (5) years, with each of the Trolley Service Areas (as defined in Section 3 of Exhibit A) having a five (5) year Term, commencing as of the roll-out date of all the New Modified trolley vehicles (as.defined in Section 3 of Exhibit A) for each of the respective Trolley Service Areas (Roll-Out Date). CONTRACTOR shall provide the City Manager with written notice, thirty days in advance of the Roll-Out Date for each of the respective Trolley Service Areas. Notwithstanding the foregoing, the North Beach Loop shall continue to operate with the high-floor trolley vehicles from the Effective Date of this Amendment No. 3 until the Roll-Out Date for the North Beach Loop (Interim North Beach Term). 3. Section 4 of Article 1 of the Agreement, entitled "FEES", is hereby deleted in its entirety and amended as follows: 4. FEES: 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): Turnkey trolley services on a per trolley, per service hour basis to include all vehicles, equipment, fuel, maintenance, operations; licensing; insurances, and any other incidental items or fees required for a fully functioning trolley service for the North Beach Loop during the Interim North Beach Term, based upon four (4) high-floor trolley vehicles, plus one (1) spare trolley vehicle, operating 16 hours per day, $66.91 seven (7) days per week, 365 days per year. Turnkey trolley services on a per trolley, per service hour basis, to include all vehicles, equipment, fuel, maintenance, operations, licensing, insurances, and any other incidental $65.81 items or fees required for a fully functioning trolley service for the Trolley Service Areas, effective as of the Roll-Out Date, based upon fifteen (15) trolley vehicles (fourteen (14) New Modified trolley vehicles and one (1) high-floor trolley vehicle), plus four (4) spare high-floor trolley vehicles, operating eighteen (18) hours per day, seven (7) days per •week, 365 days per year. Page 3 of 29 Service Hour as referred to herein is defined as the measure of scheduled hours of service available to the public for transport on the routes, equivalent to one transit vehicle traveling in one hour in revenue service, excluding deadhead hours, or idle times greater than 15 minutes, which is determined, at the CITY's discretion, to be without a reasonable justification. CONTRACTOR shall retain ownership of the high-floor trolley vehicles and the New Modified trolley vehicles in the City's fleet at end of the Term, except in the event of an early termination for convenience by the CITY, as described in Section 13 of Article I of the Agreement, entitled "TERMINATION FOR CONVENIENCE" in which case the CITY would retain ownership of said trolley vehicles. The CITY reserves the right to modify the service level above or below that specified in this Agreement. If the proposed increase or decrease in the service - • is greater than 20% of the original contracted services, based on service hours, then the price shall be negotiated with the CONTRACTOR. CONTRACTOR's Fee shall be inclusive of any and all costs incurred b Y by CONTRACTOR in order to perform the Services under the Agreement in_a first- class and timely manner(including but not limited to Ambassador Style Customer Service to riders, maintaining interior and exterior of vehicles in pristine condition, and maintaining headways as specified under attached Exhibits A through C. 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. 4. Section 5 (including Subsections (a) and (b)) of Article 1 of the Agreement, entitled "COST ADJUSTMENTS", is hereby deleted in its entirety and replaced with the following. 5. FUEL-RELATED ADJUSTMENT. The current negotiated hourly rate of$65.81 shall prevail for a period of 120 days from execution of Amendment No. 3 to the Agreement. Subsequently, the CITY will consider adjustment to the hourly rate for fuel of $2.66 per hour as of October 1, 2015 due to fuel increases or decreases based on the Oil Price Information Service (OPIS) Index (www.opisnet.com) percentage increase over the preceding quarter, when such increase is greater than 10% above the average daily rack rate. In the event that the CITY elects to utilize an alternative fuel powered trolley system, a similar index for applicable fuel costs shall be utilized at the sole discretion of the CITY. It is the CONTRACTOR's responsibility to request any pricing adjustment under this provision. Fuel-related adjustments shall only be applied to fuel cost (excluding any additives, fuelers, etc.) contained within the hourly rate indicated in Article 1, Section 4 - Fees. A breakdown of hourly rates shall be provided to the CITY upon contract execution. Index Price on October 1, 2015: $1.5765 per gallon. Page 4 of 29 The CITY also reserves the right to decrease fuel charges pursuant to drastic changes (greater than 10% fluctuations) in index prices. 5. Section 13 of Article I of the Agreement, entitled "TERMINATION FOR CONVENIENCE", is hereby amended to include the following additional paragraph at the end of the existing Section 13: In connection with the CITY's exercise of an early termination of the Agreement for convenience, which termination right may include a partial termination of the Agreement with respect to trolley services for one or more of the Trolley Service Areas, a portion of a Trolley Service Area, or a complete termination of the Agreement, the CITY will reimburse the CONTRACTOR, as liquidated damages, an amount equal to the unamortized balance of the purchase price, with respect to the trolley vehicles which are the subject of the termination, as reflected in the amortization schedule attached hereto as Exhibit D-1, for a high-floor trolley • vehicle, or as reflected in the amortization schedule attached hereto as Exhibit D- 2, for a New Modified trolley vehicle, as applicable. In such case, CONTRACTOR shall transfer to the CITY all title and interest in said trolley vehicles. 6. Exhibit A to the Agreement, entitled "Scope of Services (THE SERVICES)", is hereby deleted in its entirety and replaced with the attached Exhibit A. 7. The Agreement is hereby amended to include the attached composite Table 2, entitled "Equipment and Services Specifications", with respect to the New Modified trolley vehicles. 8. Figure 1 is hereby deleted in its entirety and replaced with the attached Figure 1. 9. Exhibit C to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit C. 10. Section 6 of Article I, entitled "Payment" is hereby amended, as follows: 6. PAYMENT. Payment for Services, or portions thereof, satisfactory rendered and accepted by CITY shall be made to CONTRACTOR on a monthly basis. All payments to CONTRACTOR shall be made in accordance to the Florida Prompt Payment Act, Section 718.73 of the Florida Statutes. Invoices and any required supporting documentation (including but not limited to reports, see Section 34 27, "Submission of Invoices" of Exhibit A, for reporting requirements shall be submitted to the CITY at the following address: City of Miami Beach Transportation Department 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Transportation Operations Supervisor 11. Section 7(a) of Article 1 of the Agreement, entitled "Payment and Performance Bond", is hereby amended as follows: Page 5 of 29 a. Prior to execution of this Agreement, CONTRACTOR shall submit to the CITY(and therefore maintain and keep in full force and effect throughout the period of time provided in Section 7. hereof)the required qty Performance and Payment Bond (the Bond), as further set forth in Section 8 hereof. The Bond amount shall be equal in volume to the total contract amount. As such, as of the Roll-Out Date for all of the Trolley Service Areas, the Bond amount shall be increased to the yearly amount of the Agreement or$6,200,000, whichever is greater, and will be increased or reduced if the Services under the Agreement, based on service hours, is adjusted by twenty percent (20%)or more. 12. Section 7(c) of Article 1 of the Agreement, entitled "Payment and Performance Bond", is hereby amended as follows: • c. The Bond shall continue in effect for one and one half(1 1/2)ycars(1) year after the end of the Term (or earlier termination of this Agreement, as the case may be). 13. The Agreement is hereby amended to include the following new Section 8 under Article 2: 8. CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW. Pursuant to Section 119.0701 of the Florida Statutes, if the CONTRACTOR meets the definition of "Contractor" as defined in Section 119.0701(1)(a), the CONTRACTOR shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; (b) Provide the public with access to public records on the same terms and conditions that fhe public agency.would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (d) Meet all requirements for retaining public records and transfer to the CITY, at no cost to the CITY, all public records created, received, maintained and/or directly related to the performance of this Agreement that are in possession of the CONTRACTOR upon termination of this Agreement. Upon termination of this Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. Page 6 of 29 For purposes of this Article, the term "public records" shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the CITY. CONTRACTOR's failure to comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement. In the event the CONTRACTOR does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the CITY may, at the CITY's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. 14. The Agreement is hereby amended to include the following new Section 9 under Article 2: 9. LIVING WAGE REQUIREMENT. Pursuant to Sections 2-407-2-410 of the Miami Beach City Code, as same may be amended from time to time, CONTRACTOR shall initially be required to pay all employees who provide services pursuant to this Agreement, the hourly living wage rate of: • $1.1.62/h.r with'health benefits of at least $1.69 an hour; or $13.31/hr without hebIth benefits. Notwithstanding:.the preceding, the living wages rate and health care benefits rate may by''Resolution of the City Commission,be indexed annually for inflation using the Consumer Price Index for all Ur.,barm'Copsum s (CPI-U) Miami/Ft. Lauderdale :.issued U.S.-Department.of tabor's Bureau of Labor Statistics, in which case CONTRACTOR shall b, required to`' pay its employees such•pp`a.diusted Living Wage ratec,under this Agreement....�p �•� � � ,`ti�' �•}r •.�� �i ]_ �, .._ k . t,1 � e5. •ti�l ���sy c'r�+ r:;t�,{a Y � ti J� } � �tW' ,��� 4 �J` , • ' ' °'' " 4 'f �: f the Agreement shall 15. Except as amended herein, all other teens an c�'on��orr�o g remain a unchangec nd'in full force and effect. � ' t® 'fit: THE REMAIN'DER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. • i ;. Page 7 of 29 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: ` •'� ''��. �_ �� . . . it Clerk = �, '� s,�. •r Rafael E. Granada , • Levine :INCORP ORATED: '��,'�QL,1�•26,�'� 'ate '111\ FOR CONTRACTOR: LIMOU O- ='• H FLOR %A, IN'' de, ATTEST: By: 4111A1, Secretary `res;:rn' title _frt' it_ y 4wahe 2 rint Name Print Fame Date APPROVED AS TO- FORM & LANGUAGE & FOR EC TION City Attorney /ll Date F/Agreements/Trolley/Amendment 3—Addition of Middle Beach Trolley Page 8 of 29 EXHIBIT A SCOPE OF SERVICES (THE SERVICES) 1. SERVICES TO BE PROVIDED. The CITY wishes to implement a municipal fixed- route, fixed-schedule, public Transit service that is responsive to the needs of the employees, visitors, and residents of Miami Beach, meet(s) all applicable local, state and federal laws and regulations, and that complies with all safety, mechanical, and vehicular standards mandated by Miami-Dade County (MDC) Passenger Transportation Regulatory Division (PTRD) and any other applicable regulatory agencies. The CONTRACTOR shall coordinate, manage, and control all applicable program activities which shall include providing vehicles, drivers, and all personnel, as necessary, supervise all elements of on-street 'operations, and develop administrative procedures and financial records necessary for the operation of the System (as defined in Section 3(c) herein),to be reviewed and approved by the CITY. The CONTRACTOR will obtain and provide all required state and local vehicle permits (including, without limitation, the passenger motor carrier licenses "PMC"), vehicle registrations, and license plates. The CONTRACTOR must also have all applicable state and local business licenses or procure same prior to the start of service. The CITY reserves the right to ask the CONTRACTOR for proof of licenses at any time in order to ascertain compliance. The CONTRACTOR shall bear all operating expenses incidental to the use and operation of the System vehicles (including, without limitation, the trolleys, fuel, permits, required interior and exterior signage for vehicles, driver's uniforms branded with CITY logo, map frames and hold-four brochure holders equal to the ones used by Miami Dade Transit buses). All System vehicles shall be operated and maintained to comply with all local, state, and federal regulations. The CITY reserves the right, at any time and as many times, during service hours, to audit CONTRACTOR's records and 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. The CONTRACTOR shall be responsible for the performance, acts, and/or omissions of its employees, subcontractors, and/or agents. 2. OBJECTIVES. The primary objectives of the contract operation are: a. To provide a safe, clean, reliable, and efficient trolley service in Miami Page 9 of 29 Beach within the projected service hours specified; and b. To provide a professional, courteous, and pleasant Transit experience for each passenger (See Ambassador Style Customer Service standards included in attached Exhibit B). 3. SERVICE DESCRIPTION. The service areas (Service Areas) governed by this Agreement shall include areas located within the jurisdictional limits of the City of Miami Beach, as described below: a. Trolley Service Areas. The trolley service is a fixed route, fixed schedule public Transit service and will be directly managed, and funded by the CITY. The trolley service areas shall include one (1) route in the North Beach area (North Beach Loop) and two (2) routes in the Middle Beach area, which include the Middle Beach Loop and the Collins Link, all as more particularly described in Section 3(b) herein and in the attached Figure 1 (the North Beach Loop and Middle Beach routes shall be collectively referred to herein as the Trolley Service Areas). The CITY currently operates the North Beach Loop with five (5) high-floor trolley vehicles, described in the attached Table 1; however, it is the intent of the CITY to launch trolley services in the Trolley Service Areas utilizing fifteen (15) trolley vehicles, consisting of fourteen (14) new modified high-floor kneeling trolley vehicles (the New Modified trolley vehicles), as described in the attached composite Table 2, plus one of the high-floor trolley vehicles currently in the CITY fleet, in addition to keeping the remaining four (4) of the high-floor trolley vehicles as spares for the new fleet. The Roll-Out Date for the new fleet shall be no later than August 31, 2016, as follows: 1. the Middle Beach Loop shall roll-out its services, with six (6) trolley vehicles; 2. the Collins Link Route shall roll-out its services, with five (5) trolley vehicles; and 3. the North Beach Loop shall roll-out its services with four (4) trolley vehicles; b. Description of Routes for each Trolley Service Area. 1. The North Beach Loop shall extend from 63rd Street on the south side to 87th Street on the north and from Collins Avenue on the east to the western CITY limits. This neighborhood consists of a variety of land uses that are integral to the success of a local Transit service. The intent of the North Beach Loop to provide local public Transit service within a 5.5 mile closed loop in the North Beach area of the CITY. This route is intended to serve the Collins Avenue and 71st Street Commercial corridors, as well as residential areas along the Biscayne Point and Normandy Shores area. 2. The Middle Beach Loop is intended to provide Transit connectivity between major high density corridors, local venues, employment centers, parking facilities, commercial corridors and public facilities between Mount Sinai Hospital and the Convention Center through the 41 Street corridor and Collins Avenue. This route alignment is bounded by 44th Street in the North, Alton Road in the West, Collins Avenue in the East and Lincoln Road in the South. Page 10 of 29 3. The Collins Link provides a connection between the Middle Beach Loop and the North Beach Loop through Collins Avenue and Indian Creek Drive. This service also connects high density areas along Collins Avenue and local stores including Publix Supermarkets. This service will be bounded by 73rd Street in the North, Indian Creek in the West, Collins Avenue in the East and 39th Street in the South. 4. Upon implementation of the Middle Beach trolley routes, all trolley routes, including the North Beach Loop, will operate from 6:00 AM to 12:00 AM Monday through Saturday and 8:00 AM to 12:00 AM on Sundays in order to satisfy the transportation demand of daily commuters and users of the public facilities. The frequency of service is proposed to be consistent with the North Beach Loop (i.e., 10-15 minute headways between vehicles). c. The CONTRACTOR shall provide the required vehicles, drivers, dispatchers, fuel, storage, operation, maintenance, repairs, bonds, and insurances, in order to provide the CITY with a first class, turn-key public trolley transportation system (the Project or the System). The Service, in general, shall comply with the system specifications and service standards described herewith; comply with any interlocal agreements between the CITY and Miami-Dade County in connection with each of the Trolley Service Areas; comply with any and all Federal, State, County, and CITY laws applicable to this service; and provide management, technical and operating personnel and services necessary for the operation of the CITY's fixed route(s) trolley system. All services shall be subject to the control of the CITY and coordinated by the CITY. The CONTRACTOR's day to day operations 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. All System vehicles shall have bicycle racks, all required -interior and exterior signage, interior and exterior regulatory signs as well as vehicle ID signs, interior 21x21 map frames and brochure holders (similar to that of Miami Dade Transit Buses), electronic marquees and wheelchair lifts. 4. OPTIONAL EQUIPMENT. The CONTRACTOR shall equip all New Modified trolley vehicles with the following equipment (Optional Equipment), including but not limited to: Automatic Passenger Counters (APC), Automated Voice Information Systems (AVIS), Wi-Fi services, real time GPS tracking services (with capabilities to provide mileage, service hours and ridership reports, and capabilities to provide data in a format that is compatible with Miami-Dade County's mobile application "Miami Dade Bus Tracker"). The costs of the above equipment and related maintenance fees are not included in the hourly rate for this Agreement. The purchase of said Optional Equipment shall be subject to the prior written approval of the City Manager. Upon said approval, the CONTRACTOR shall invoice the CITY separately for the purchase, installation and service related to this Optional Equipment. In addition, the City Manager may approve, in writing, the purchase of additional Optional Equipment for.the.trolley vehicles.in the CITY fleet, as may be needed in the Administration's sole discretion and subject to budgetary appropriation. The CITY shall retain ownership of all Optional Equipment purchased for the trolley vehicles. Page 11 of 29 5. TROLLEY DELIVERY. Within ten (10) days after the Effective Date of this Amendment No. 3, the CONTRACTOR shall provide the City Manager, at his discretion, satisfactory proof of the purchase of the fourteen (14) New Modified trolley vehicles, which may include, without limitation, the invoices for each New Modified trolley vehicle and proof of payment for each New Modified trolley vehicle. Additionally, and simultaneously therewith, CONTRACTOR shall provide the CITY with an amortization schedule for each New Modified trolley vehicle, based upon the purchase price of each trolley vehicle. Said amortization schedule shall be subject to the written approval by the City Manager and shall be attached to the Agreement as Exhibit D-2. The amortization schedule for the high-floor trolley vehicles is attached hereto as Exhibit D-1. Said amortization schedules shall contain a breakdown of the principal and interest portions of the payments set forth therein. 6. GENERAL REQUIREMENTS FOR ALL PERSONNEL. a. All personnel assigned shall be knowledgeable of the Services to be provided herein; b. 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. c. Drivers and dispatchers shall accurately complete and submit the required operating reports daily; d. The CONTRACTOR shall provide manuals related to personnel policies and procedures, and maintain an employee acknowledgment file with employee signature indicating they have read and fully understand its contents. CONTRACTOR shall provide a copy of training program and employee handbook to the CITY upon request. e. All personnel shall be required to attend quality/safety workshops as required by the CITY, up to a maximum of sixteen (16) hours per year, per employee. Certification of training shall be presented to the CITY on an annual basis. • 7. VEHICLE OPERATORS (DRIVER) REQUIREMENTS. a. Vehicle operators must have a valid Florida CDL (chauffeurs or commercial) driver's license with endorsement for passengers, HACK license, as well as any other licenses required by applicable federal, state, and local regulations. b. 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. c. Drivers shall be fully trained in defensive driving and vehicle handling. d. Drivers shall be trained in the special skills required to provide transportation to elderly and disabled individuals. e. Drivers shall be trained to understand and practice the high quality of service required by the CITY, and expected of a first-class System. Drivers SHALL follow the Ambassador Style Customer Service section included herein. f. Drivers shall assist passengers confined to wheelchairs in boarding and shall perform the tie downs. g. 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. Page 12 of 29 h. Drivers shall be available and on-time daily to ensure consistent and reliable service. i. No vehicle operator shall take lunch hour or breaks inside or close by his/her vehicle. j. Drivers shall be dressed and groomed appropriately. Further, all drivers shall wear a uniform acceptable to the CITY and that takes into account the CITY emblem and vision. k. Drivers and/or any other employee in contact with passengers shall wear identification tags clearly displaying their first name only while performing their duties; I. Each Driver and vehicle shall have an accurate timepiece available and in clear sight at all times during vehicle operation. m. Each driver SHALL have an operational two-way radio in the trolley vehicle in order to communicate with dispatch operators, supervisors, and other trolley drivers in order to ensure compliance with schedule and headways and avoid vehicle bunching. n. Drivers are required to have a thorough knowledge of traffic regulations along the route and the schedule time points. o. Drivers shall be trained to understand and practice the high quality of customer service required by the CITY. The CONTRACTOR should provide adequate customer service training to its employees (drivers/customer personnel) and should demonstrate to the CITY that drivers/customer personnel operating trolley vehicles for the CITY have attended and successfully completed customer service trainings (compliant with the American Public Transportation Association document APTA BTS-BO-RP-001-07). Drivers SHALL demonstrate excellent customer service, sensitivity, courtesy, professionalism, high ethical standards, helpfulness, and safe driving habits. In addition, the Ambassador Style Customer Service section included herein as Exhibit B SHALL be included in the CONTRACTOR's training workshop schedule if not covered already. p. • Drivers shall not transport any animal, except seeing-eye dogs and special companion assistant dogs. q. Drivers and dispatchers shall accurately complete and submit the required operating reports daily, including ridership counts (unless vehicle is equipped with Automated Passenger Counts-capabilities). r. 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. s. Drivers are required to adhere to and maintain the scheduled frequency of trips (headways); t. Drivers are required to have a thorough knowledge of and abide by all traffic regulations along the route. u. Drivers need to be sensitive to ridership comforts, such as the interior temperature of their respective vehicle, cleanliness of vehicles, etc. It is imperative that the on-board air conditioning unit function properly at all times while the trolley is in service. An interior ambient temperature of 75 degrees Fahrenheit is desired at all times during trolley operation. 8. DISPATCH OPERATORS. Dispatch personnel shall be bilingual (English and Spanish) and trained in the Ambassador Style Customer Service provided in Exhibit B. In addition, dispatch personnel is expected to proactively assist drivers to avoid bunching issues through the use of two-way radio communication and GPS; dispatcher shall coordinate fueling, breakdowns, vehicle re-gens and other issues to Page 13 of 29 avoid interruption of service or headway increase. All dispatch operators shall be able to communicate via two-way radio with supervisors and drivers (in the same radio frequency). 9. STAFF LEVELS AND WAGES. 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 Federal, State and local regulations affecting such personnel. The CONTRACTOR shall pay staff wages within the acceptable ranges of the transportation industry for the established positions, understanding the specialty skills required to perform an AMBASSADOR STYLE CUSTOMER SERVICE; it is highly desirable that CONTRACTOR offers competitive salaries, benefits and incentives for drivers, dispatchers and road supervisors who excel in their responsibilities. 10. MINIMUM PERFORMANCE STANDARDS. The CONTRACTOR shall strive to provide a fixed-route public Transit service in the Trolley Service Areas, in a manner that will maximize the efficiency of the service while achieving excellent customer service. The performance measures specified herein, balanced with the AMBASSADOR Style Customer Service criteria referenced herein and attached, will serve as the benchmark standards for the periodic evaluation of the CONTRACTOR by the CITY. 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 term of the Agreement: Sanitation: • Interior and exterior of vehicles must be kept in pristine condition, 100% of the time. Reporting: • All applicable reports (including, but not limited to, ridership reports, service interruption reports and invoices) must be filed within the specified time frame, 100% of the time. Safety: • Drivers shall follow all applicable traffic regulations, 100% of the time. Fines: • CONTRACTOR shall avoid penalties imposed on the CITY by local, state, and federal agencies resulting from the CONTRACTOR's operation and maintenance of the vehicles, 100% of the time. Reliability: • 95% on-time performance (no more than 5 minutes late at any stop location). 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. A Trolley spare vehicle shall be dispatched immediately upon interruption in service to ensure on time Page 14 of 29 performance. Trolley spare vehicle shall commence service no later than one (1) hour after service disruption. The CONTRACTOR shall not be compensated for any time elapsed without service. • 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. Customer service: • Respond to customer complaint within 48 hours, 95% of the time. • Drivers properly uniformed and groomed, 100% of the time. • Drivers, dispatchers and road supervisors must adhere to the AMBASSADOR Service Style Customer Service attached as Exhibit "B" herein. Radio Communication: • Effective radio communication through the use of two way radios between dispatchers, drivers and supervisors, 100% of the time. The CITY reserves the right to request the removal of any CONTRACTOR employee from the Service Areas upon noncompliance of performance standards dictated above. 11. MAINTENANCE. The CONTRACTOR shall prepare and submit upon execution of this Agreement, a written Preventive Maintenance (PM) Policy and Program Manual. Any changes after award must be approved by the CITY in advance. The CONTRACTOR shall provide separate PM programs for the vehicle heating and air conditioning (HVAC). 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. 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. Page 15 of 29 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. CONTRACTOR, at its sole cost and expense, shall maintain stores of and provide lubricants, repairs, parts, and supplies required for the maintenance and operation of all buses and service vehicles. The CONTRACTOR will be responsible for supplying all vehicle fuel. The CONTRACTOR will be responsible for providing tires for all vehicles. It shall be the CONTRACTOR's responsibility to maintain the color scheme in• good condition,• with painting/decaling as needed, throughout the life of the Agreement. 12. FARES/COLLECTIONS. Should the CITY opt to charge fares for the trolley service, the equipment, installation, and maintenance needed for implementation shall be the responsibility and at the cost of the CITY. All fares collected shall become the property of the CITY and the CITY will sanction procedures to control the fare box collection, auditing, etc. The CONTRACTOR shall abide by any sanctioned procedures by the CITY. 13. ROAD SUPERVISION. The CONTRACTOR shall provide sufficient road supervision to monitor drivers, vehicles, quality of service, and adherence to all established routes, headways and schedules, and to respond to emergency calls as appropriate. At least one (1) of the road supervisors shall be fully dedicated to the City of Miami Beach, and be accessible via phone at any time during service hours of operation. The road supervisor shall be required to meet on a weekly basis with the City's' Transportation Operations Supervisor at the City's discretion to provide feedback of .the_.daily.operation.and discuss potential strategies/improvements to service. The dedicated road supervisor shall have competent communication skills. The CONTRACTOR's supervisory personnel shall ensure established performance measures are met at all times; including during fueling, relieves, bathroom breaks, accidents, and all applicable. The CONTRACTOR's training for supervisory personnel shall cover the practices for transit operators and supervisors recommended by the American Public Transportation Association (APTA). The CITY reserves the right to test supervisor's knowledge on common practices at any time. The CONTRACTOR shall be responsible for furnishing supervisors with mobile phones/pads (monitoring tools) capable of handling the mobile application and website to be developed for the Trolley Service Areas. All supervisors shall be able to communicate via two-way radio with dispatchers and drivers (in the same radio frequency). Active drivers CANNOT be road supervisors while on driving duty. If a road supervisor has been assigned to driving, a different road supervisor must take over Page 16 of 29 the supervisory tasks. 14. 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 accordance with the established performance measures herein. 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. 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. • 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 one (1) business days (24 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 FDOT and F.A.C. Chapter 14-90 reporting • requirements. Page 17 of 29 15. EMERGENCIES - NATURAL DISASTERS. In the event of an emergency or natural disaster, the CITY may require the CONTRACTOR to make available, to the maximum extent possible, transportation and communications services and facilities to assist the CITY in ameliorating such incidents. Any such use of the trolley vehicles for emergency response purposes must be pre-approved by the Office of Transportation of the CITY, and said approval must be secured in writing. To the extent the CITY requires the CONTRACTOR to provide such emergency services, the CONTRACTOR shall be relieved of the obligation to fulfill the duties and responsibilities of operating the current or any future trolley operations which may be established herein. Further, the CONTRACTOR shall be entitled to be paid reasonable compensation for providing such emergency services and facilities, provided however, that the amount of such compensation and time of its payment shall be mutually agreed upon by the CONTRACTOR and the CITY prior to the conclusion of the emergency or disaster, or at such other time as they may mutually agree upon. 16. VEHICLE FACILITIES. Prior to signing an Agreement with the CONTRACTOR, the CITY reserves the right to inspect the CONTRACTOR's maintenance facility. The facility shall have features, including but not limited to: a. A dispatch room and supervisor station; b. Facility for maintenance of the vehicles; c. Storage for . the CONTRACTOR's vehicle maintenance equipment (including cleaning supplies and spare parts); d. Security for the Trolley vehicles. 17. EQUIPMENT. CONTRACTOR's vehicles shall meet all specifications set forth in Table 1 and composite Figure 2a, 2b, 3a, and 3b for the high-floor spare trolley vehicles; and meet all specifications set forth in composite Table 2 for the fourteen (14) New Modified trolley vehicles, attached hereto. Transit vehicles must meet the requirements of Florida Administrative Code 14-90 (i.e. passenger door mirror height, etc.). The System fleet must meet all local, state and federal requirements as applicable to public Transit vehicles. Vehicles shall be furnished with Advertisement space in the interior, in addition to space for route specific information (Map Frame and Brochure Area). The CITY shall inspect and approve vehicles and equipment prior to the CONTRACTOR beginning service. All vehicles shall be equipped with video surveillance capable of providing a digital output transferable via SD cards or USB (at least 168 hours of video feed). The CONTRACTOR shall train all road supervisors, and develop procedures on how to retrieve data from the surveillance equipment in the vehicles and on how to upload the videos to their office computers. Should an event occur, where surveillance data is required, the CONTRACTOR shall provide the video output to the Transportation Operations Supervisor of the CITY via email within 24 hours. Vehicles will be delivered with special paint or decaling scheme for the Trolley Service Areas (as designed by the CITY). The cost of such painting/decaling shall be borne by the CONTRACTOR. 18. CLEANING. CONTRACTOR shall provide all labor and materials necessary to keep the vehicles clean at all times. CONTRACTOR shall wash the exteriors and mop Page 18 of 29 floors of the vehicles, including support vehicles, twice weekly, and shall clean the interiors of the vehicles daily by picking up all litter, sweeping the floor, and cleaning the windows if required. CONTRACTOR shall clean all interior items including seats, handrails, and windows weekly as to maintain a clean vehicle. CONTRACTOR shall perform a detailed interior clean at least twice a month. During this clean, CONTRACTOR shall remove as many gums and stains as possible from the interior of vehicle. The CONTRACTOR shall provide a monthly schedule of the cleanings of the vehicles on the 1st of every month. The CITY reserves the right to request, in writing, the replacement of any vehicle, which in the Transportation Operation Supervisor's reasonable discretion, is in poor interior or exterior aesthetic condition. CONTRACTOR shall complete a requested replacement within two (2) hours. ALL operating vehicles shall be scented with products approved by the CITY(at least twice a week). The interior passenger compartment shall be free of roaches and other insects or vermin as well as noxious odors from cleaning products. • CONTRACTOR shall remove all graffiti from the exterior and interior of the vehicles immediately or as soon as it is practical, but no later than the start of the next day's service. If the graffiti is offensive or vulgar and cannot be removed, that vehicle shall be taken out of service immediately and not be placed back in service until the offensive graffiti is removed. 19. OPERATING RESPONSIBILITIES AND PROCEDURES. A. STANDARD OPERATING PROCEDURES. The CONTRACTOR shall provide written procedures for operation of the Service ("Standard Operating Procedures"). Any changes after award of Agreement must be approved by the CITY in advance. These Standard Operating Procedures shall include, but not be limited to, the following: 1. Procedures for notifying CITY of service delays and interruptions; 2. A list of names and phone numbers of contact persons who can make operating decisions and can be reached immediately; 3. Accident review procedures and Operator corrective processes; 4. Radio check-in and coordination procedures for maintaining vehicle headways, including procedures for GPS/Automated Vehicle Location reporting; 5. Description of Operator training (including hospitality and courtesy ("Ambassador")training) 6. Procedures for operating vehicles and providing service, including procedures to insure that stop announcements are made by bus operators; 7. Procedures for daily servicing; 8. Procedures for dispatching vehicles to achieve balanced accumulation of mileage for each vehicle in the fleet and accomplish required Service and maintenance; 9. Contingency plan for emergencies such as accident, fire, mechanical failure, inclement weather, and criminal activity; 10. Procedures for the handling of public and internal comments and complaints, and; 11. Operator safety, recognition and rewards program, and disciplinary • procedures for the Operator misconduct. Special attention should be paid to an incentive program for front line employees who provide excellent customer service. Page 19 of 29 12. Customer service guidelines, employee standards of conduct. 13. Supervision, with sufficient supervisory level personnel to respond to service problems, monitor performance schedules and procedures, and enable operators to communicate with the base office, during all Hours of Operation. 14. Drug and Alcohol Testing program pursuant to Section 440.102, Florida Statutes. A description of this program shall be submitted upon execution of this Agreement. B. ADDITIONAL OPERATING PROCEDURES. The CONTRACTOR will observe all safety rules and other requirements of regulatory bodies having jurisdiction over the Service Area and operate the vehicles with the highest regard for all aspects of safety. 1. The CONTRACTOR will not use or allow the Vehicles to be used for any illegal purpose. 2. The vehicles shall not be used for-towing, pushing or any purpose other than the transportation of passengers. 3. The CONTRACTOR shall not overload the vehicles beyond their specified carrying capacity nor operate a vehicle in an unsafe manner. 4. No other use may be made of the vehicles dedicated to the CITY except as specifically authorized in writing by the CITY. 5. All Vehicles shall operate with headlights and taillights turned on while in service. 6. CITY will designate specific bus stops along the routes described herein. Passengers shall be picked up and discharged only at these designated bus stops. Four-way flashers shall be used whenever the vehicle is stopped to load or unload passengers. 7. Service shall be provided to all orderly persons who pay the proper fare (if applicable) and comply with passenger conduct rules and regulations established by the CITY. The CONTRACTOR shall not discriminate against any passenger or prospective passenger because of race, color, religion or country of origin, age, gender, sexual preference or disability. 8. Mobility impaired passengers shall be assisted, as necessary, from the curbside to a secured position on the vehicle while boarding, or in reverse while alighting the vehicle. An Operator shall not provide assistance to a mobility-impaired passenger beyond the curbside. No assistance shall be required of an Operator, other than as specified above, if it necessitates leaving the driving position. 20. INITIAL VEHICLE INSPECTION. The CITY reserves the right to inspect any vehicle to be used as part of the proposed Transit service. Should a vehicle be found to fail to comply with the specifications included herein, the CONTRACTOR shall be responsible for performing modifications to vehicle until acceptable, and within (5) business days after notified in writing by the CITY. 21. FINES OR OTHER CHARGES. If the fines or other charges for which the CONTRACTOR is responsible are levied, assessed, charged or imposed against the CITY, the CITY will notify the CONTRACTOR in writing of this fact. The CITY may pay any fine or their charge, whether levied, assessed, charged, or imposed against the CITY for the CONTRACTOR. In the event payment is made by the CITY, the CONTRACTOR will reimburse the CITY within seven (7) calendar days after receipt Page 20 of 29 of an invoice. Failure to make such reimbursement when due may, at the option of the CITY, be deemed a default under the Contract or be recouped from any payments due to the CONTRACTOR. The CONTRACTOR shall be liable for any penalties imposed on the CITY by local, state, and federal agencies due to the CONTRACTOR's failure to obtain the proper vehicle licenses or maintain vehicles in accordance with local, state, and federal regulations. In addition, the CONTRACTOR shall be responsible for fees listed in Exhibit C "Performance Penalties" as applicable. Services shall be managed by the CONTRACTOR in accordance with the guidelines and parameters established herein and the attachments hereto. 22. REPAIRS A. GENERAL REPAIRS. CONTRACTOR shall provide as required all general repairs to vehicles provided by this Agreement. This includes replacement of items that are or appear to be worn out(such as seat covers). B. MECHANICAL AND BODY REPAIRS. Within two (2) days (unless parts have to be ordered) of learning of damage or the need for any repairs, the CONTRACTOR will complete or cause to have completed all mechanical repairs found necessary to maintain the function of all components and features of the Vehicles unless otherwise directed in writing by the CITY. 1. Body and frame repairs, inclusive of necessary painting, will be inspected and certified in writing as completed by the garage performing the work prior to returning the vehicle to service. 2. Minor body damage repairs shall be repaired as soon as possible, but not to exceed two (2) weeks, subject to the availability of OEM parts when needed. 3. Major body damage shall be repaired before returning the vehicle to service, not to exceed five (5) weeks out of service, subject to the availability of OEM parts when needed. 4. Repairs to non-working items that relate to safety shall be completed prior to returning the vehicle to service. Failure of safety related items on a vehicle while performing service shall require immediate removal of the vehicle from service for repair: These items shall include legally required lights, working brakes, tire tread depth or condition or any other mechanical condition that may have an effect on continued safe operation of a vehicle. 5. The CONTRACTOR shall be responsible for providing any towing services necessary to complete repairs required. Such services shall be done in a safe manner that will not cause damage to the vehicle, its structure or components. 23. VEHICLE RECORDS. The CONTRACTOR shall provide 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. Page 21 of 29 24. 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. Road supervisors, dispatchers and general managers shall provide immediate notice to the Transportation Operations Supervisor of the CITY after any of the above mentioned events. b) Upon notifying the CITY of an interruption in service due to any of the above mentioned events, the CONTRACTOR's manager or road supervisor shall notify the CITY in writing, in a format approved by the CITY. CONTRACTOR shall report time and date vehicle went in/out of service. c) 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. d) Daily dispatcher 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.). e) Fare box revenue (if applicable) shall be recorded daily and a copy submitted to the CITY with the Monthly Summary Report. 25. 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. Page 22 of 29 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. 26. 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). 27. 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 Department (Attention: •Transportation Operations-Supervisor), 1700 Convention Center Drive, Miami Beach, FL 33139. Upon verification of the accuracy and completeness of the invoice and supporting documentation by the Transportation Operations Supervisor, the invoice shall be forwarded for payment approval to the CITY. 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 Service minus the time scheduled vehicles were out of service shall be submitted as the amount due the CONTRACTOR. The CITY imposed Performance Penalties, if any, shall be deducted from this amount. c) Debits and credits. The itemized invoice shall be supported by documents (in excel and pdf format as approved by the CITY previous to launch date) the documents shall include corresponding service hours, ridership, service miles, vehicle IDs 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) An excel version of the invoice, in addition to a signed hard copy, shall be provided to the CITY for data management purposes. BALANCE OF PAGE INTENTIONALLY LEFT BLANK Page 23 of 29 TABLE 2 Page 24 of 29 Table 2-Equipment and Service Specifications Item S•ecifications Required Equipment Supreme Corporation Modified Kneeling Trolley or approved equal at the Make City's sole discretion Vehicle Type (25-29 Feet)Rubber Tire Trolley(Classic American)or approved equal at the City's sole discretion Number of vehicles required fourteen(14) • Capacity minimum 20 passengers Power/fuel type Diesel Accessibility Must meet requirements set forth by the Americans with Disabilities Act (A.D.A.). Reliability Standards Any vehicle provided by this contract must not be older than 2015 models Properly functioning air conditioning,driver seatbelts, co-pilot seat, bicycle racks,cow catcher,rear lift, Recaro driver seat,safety equipment,21 x21 Vehicle Amenities (applies to all vehicles map frame and hold-four brochure holder, modesty panel,vault for driver's including spares) personal belongings storage, pull cords,interior signage(i.e. no eating or drinking, Trolley ID),exterior digital destination signs(marquees)and leather straps. Low steps (8"or less in height). Kneeling suspension. Floor plan layout to be approved at the City's sole discretion. Fixed two-way radios for driver communications and surveillance video Radio Communication and Equipment cameras with audio capabilities (SD output/7-day recording (applies to all vehicles including spares) minimum). The City will be responsible to sell and install advertising on the interior and exterior of the vehicles at its sole discretion. The cost for production will be Advertising on Vehicles borne by the City and all revenues for advertising will be retained by the City. Vehicles must come furnished with roof Ad space(framing) tilted in such position that is easily viewed by the passengers. Hours of Operation Daily 6:00 AM to 12:00 AM, Monday through Sunday(18 hours a day) Yearly Approx. 6570 hours (18 hours a day/365 days a year) Frequency of trips 10 minutes headways Duration of trips Approx.40 minutes per round trip per vehicle per route Number of Routes One(1)North Beach Circulator,one(1)Collins Link,one(1)Middle Beath Loop. Additional optional routes at the City's sole discretion Fares Free i I Sample Vehicle 8 1 7 1 5 5 i 4 I 3 I 2 1 I r ■+ ] n iiiiiiiiiiiiiiiiii, ! ' .. - ^I ... _D n A m - I I 122.00 I 190.00 I 63.00 ~ F a onc) © © © © © illiiim • -:- - • - - - _ nr Q� , I 0 ■ �t!4i st.��i U U LI U 83.00 I 190.00 I 122.00 A sTAIOARDf01kRAY[E �Mmeec UN uE FIE OTI 84r* TROLLEY ELEVATIONS(REA RUFF) sPECJFlED.D1.81510r6 .��tt ARE P.106 SOU +waov�u o.. . .1". ' + FRTL@IERABffi r- TR n sa s wEi. sra B 4Eiac 1:ltrntrgx1fp Gms,2010ankytl hlsN ew swe. 1O lour 430 mEE5 reorE1 1 1 1 T �Yrurrur W+ =f `xtnvu/�wAr tB. lgiYi TIT 1 F �, I Sample Vehicle 8 7 6 5 . 4 I 3 , 2 1 PRELIMINARY NON-PRODUCTION PRINT FOR R&D USE ONLY D 10/23/15 0 - 381.00 - 361.00 (30'-1° OA BODY) 122.00 I 190.00 I 49.00 (2) FLIP SEATS 29.00 15.00 76.00 t--34.00-1 C /rlp�jll �� i'__ I — e 1,��' ��-�m � ° - -- - - -1 -141 // 11111110. l i flhi:•• i ::_=.1.a al - ii -- IIii_ - . EI1IIp1 -.. ... I t'j!1 '! ! 1--- 92.50 %` 101 --r--- --1 i .4.1.6 ...111■111....11......0.1.111 .. /.,.......'. B 1 I • I , _ -���∎. - , - -- - ww�w�w*ww*c 2X 15.00 34.00 '>- 34.00 .00 —36.00 77.00 282.00 30" FLIP CO-PILOT W/ - TREAD DEPTH: 9.00 UNDER SEAT STORAGE BOX TREAD HEIGHT: 6.75 A FEATURES' A -l-TRACK(FIANG ED)OTHERS AVAILABLE t PTO°A eRE SPECffEO.COMMONS II. 22.a PASS&21 REAR uFTW/CO-WwT KM IN IMO. (dl STEP ENTRY 43800013:or ORAMI �w Nmio . TROLLEY SERIES 1 FREIGNRDIER 8545 RX:0.1. APPROVFO°r. err MIDI 14..16 raw; r. 8 no mac. 15 0Vamm deps0O0VQadls3Ide12015Wprelre /me 10._' ,.9N eA° sl at- 1.30 r 4444-10 AFYYRA,rIq :�!!' 00130 m• REYRDD MR a 4.+r Aa. QUOTE I IIMI 8 moPaovrwooamovna 7 1 6 E 5 T 4 � •• 3 1 2 ' 1 711E PRORw.igN CONNED ED N D.E DRAMS 6 DE KU FROMM'OF m6RF.rE CO MUTICOL MY REPRODUC 01 PI PARfQ1 AS AN12 E MOO TIE MITT.PERICHIMIOI W E1E COWGRA1.13 PROEM Sample Vehicle • • 8 1 7 1 B I 5 i 6 I 3 I 2 I 1 I 1i � s.7s ° 16.75 I 6.75 32.50 L.- _ 6.75 - 10.75 c CONFIGURATION w/ TOP OF -- 9.00 — — 9.00 c FRAME NOTCHED OUT 2.00. -- 9.00 — 4 STEP DESIGN. HEIGHT OF —9.00 — STEPS ADJUSTED FOR BETTER GROUND TO FIRST STEP. a 8 B PRELIMINARY SiRNWAD TOLERANCE- carp..s . /r .0 CROSSSEC110NFORRSSTEPWELLOPTIONS NON-PRODUCTION PRINT oars T Du.8 „ . FOR R&D USE ONLY '�' 1U01 s0.. . am B F86 LGC. t'�8Ndg51QYO1l1271 Enq 08/28/15 xW stow FPE,1 a„ > —�„� , RAW I MU I I i 1 3 I 2 I 1 8 n m�i ana 611 nlE SOX FRCrunT OF:uncle OOIBrOunCTI PAY RPPROOCEN TI PART ORU.maEWnpn nE minty rERY55O1 OF suPRBECCRANAnplR maR5rtE0 H JE18Tu" !' lndi4� 88th St ;, �' Figure 1- Trolley Service Areas //NE 105th St ••s • r Stillwater Dr r • • I , w :1 ,� m Cleveland Rd • rF o Daytonia Rd o U S! ■. • g n NE 91st Ter Fairway Dr • • Oa ..... • ,Smummormli■•■■• of S Swale •x.,01.P—••rot:-. NE 84dh 5t Gciais of /•�••�7rraacdy ; : • •• ial�Rr1 s! NE 83rd St a 0• x• • C i NE 81 l.: tSe��" �� l• �► NE1910..... ,,.-:rc.,• '__ North 4 North Bay v , i ! l�.?r1 Village Inl n� a y •� S Trearure Or •Iii ' l'a it ,a as W 50th St G r _ ,907 I a . ,,,.„ , :ept,„:„:,„ r:._. f) ............... J • 7•• W 37r_ ,-r...♦, r V I 1 Z'"y�.:,- ,1�5 F 9'15:J`Ff S h S!41 ....... •• �� W34thSt o I' W3intst Q I• Z vN 2'5°S' • i, W27thSt • W 25th St a a . M mi • B ach rg 1611:St 9071 i7thtliS.. Venetic ti'4 0 U 0 L 0 a c .16th St .4 a a r✓v .r::Ari Q FGr'act,I u C` 't 1 n 3 h,` 4 -5 c p Cq� Fbrn:;. a A�� 0r i" F-1, `)0• „'<ly Q c 10th St N e y u` -0, a. 9th St o '�4r,,,,,, - 8th St Legend z,,,,„ did ���� 6th St -5th St •••—••n North Beach Loop gar` C l i3 1d �hS �"'' 3rd St .° U0r r;,not "� U —••—••- Collins Link r.,hi Luriirhuc Lul,imua 1st$t IstL'nu' Island o,r 3rtrt S Po nteDr —•••—••l Middle Beach Loop rota riiZtm -1 War ram t it wnry wt t I t mriapnrtannn,cti„mri.t,,n 1-.<11MII,nMUm■wnarn,.riot...yatnm nna 0.25 0.5 City of Miami Beach ,�N !Miles W— E Transit System 40' FIGURE 1 Page 25 of 29 EXHIBIT C PERFORMANCE PENALTIES CONTRACTOR acknowledges that time is of the essence with respect to CONTRACTOR's timely and continuous performance of the Services, 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 sums specifically set forth herein. Performance Penalties 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 the CONTRACTOR's failure to meet the minimum performance standards set forth in Exhibit A and the resulting deterioration in service, and both parties desiring to obviate any question of dispute concerning the amounts of said damages. 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 Performance Penalties, and the CONTRACTOR shall pay in full such Performance Penalties. The CONTRACTOR shall take all reasonable actions requested by the CITY to promptly correct any deficiencies in performance. Upon determination by the CITY of a failure to meet an established performance measure, a written notification will be delivered to the CONTRACTOR's home office, with a copy to its local Project Manager. Performance Penalties will not be applied without the CONTRACTOR receiving a written notice specifying the issue and detailing the time and nature of the occurrence. In the event that the CONTRACTOR fails to meet any performance standard established under this Agreement, adjustments in the CITY payment to the CONTRACTOR will be made as described below. The cumulative amount paid by the CONTRACTOR for performance penalties shall not exceed $1,000 per day (based on fifteen vehicles in operation, 18 hours per day). 1. Uniforms: • $50 per Recorded Event(First Event) • $100 per Recorded Event(Any Event Thereafter within a one month period) • Drivers shall be properly uniformed and groomed, 100% of the time. Driver shall wear the CITY approved uniform at all times. 2. Service Interruption Reporting Requirements (failure to submit clear and accurate written reports within 24 hours after a service interruption occurs): • $250 per recorded omission (Any case in excess of one report omission per month) 3. Monthly Reporting Requirements !failure to submit clear and accurate monthly reports (Including but not limited to Ridership Reports, Service Miles Reports and Service Hours Reports]: • $250 per recorded omission (Any case in excess of one event per year) 4. Graffiti/Tagging: • $100 per recorded Event (Any case in excess of twenty-four hours of reported issues being unresolved) Page 26 of 29 5. GPS Malfunction or Omission: • $200 per recorded event (Any case in excess of one day without tracking services per month, unless due to a major natural disaster/emergency) 6. Wi-Fi Malfunction or omission: • $200 per recorded event (Any case in excess of one day without tracking services per month, unless due to a major natural disaster/emergency) 7. Two-Way Radio Malfunction or omission: • $250 per recorded event (Any case in excess of one driver shift (AM or PM) without radio communication between drivers per month) 8. Surveillance Cameras Malfunction: • $100 per recorded event (Any case in excess of one day without video surveillance or one failure to provide video feedback within 24 hours of request per month, unless due to a major natural disaster/emergency) 9. Sanitation: • $100 per recorded Event(Any case in excess of one event per month) 10. Safety: • $100 per recorded Event(Any case in excess of one traffic citation) • CONTRACTOR shall report all traffic citation incidents within three (3) days of citation date. Failure to report citations to the CITY shall result in doubling the penalty amount to $200 for each citation that is not reported on a timely basis. 11. Reliability: • 95% on-time performance (no more than 5 minutes late at any stop location). • Fee will be $100 per event (in excess of the above). Specific procedures to collect supporting data will be set during contract start-up. Page 27 of 29 EXHIBIT D-1 AMORTIZATION SCHEDULE FOR HIGH-FLOOR TROLLEY VEHICLES Page 28 of 29 EXHIBIT D-2 AMORTIZATION SCHEDULE FOR NEW MODIFIED TROLLEY VEHICLES Page 29 of 29