Amendment No.11 to the Agreement With Limousines of South Florida, Inc. za2.o -.11.
AMENDMENT NO. 11 TO THE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
LIMOUSINES OF SOUTH FLORIDA, INC.
FOR THE TURN-KEY OPERATIONS AND MAINTENANCE SERVICES OF A MUNICIPAL TROLLEY
SYSTEM FOR THE CITY OF MIAMI BEACH
This Amendment No. 11 to the Agreement, dated May 8, 2014, between the City of
Miami Beach, Florida and Limousines of South Florida, Inc, for Turn-Key Operations and
Maintenance Services of a Municipal Trolley System for the City of Miami Beach (the
Agreement) is made and entered into this ` day of ..J .17 , 2021, (Effective Date).
WHEREAS, on April 30, 2014, the City Commission approved the award of Invitation
to Bid (ITB) No. 2014-154-SR for Turn-Key Trolley Operations and Maintenance Services to
Limousines of South Florida, Inc. (LSF or CONTRACTOR); and
WHEREAS, on May 8, 2014, the CITY and LSF executed the Agreement; 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 6, 2014, the CITY and CONTRACTOR executed Amendment
No. 1; 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, on March 24, 2015, the CITY and CONTRACTOR executed Amendment
No. 2; and
WHEREAS, on October 21, 2015, the Mayor and City Commission adopted Resolution
No. 2015-29194, waiving, by 5/7th vote, the competitive bidding requirement and approving
Amendment No. 3 to the Agreement; said amendment providing for(1)the addition of two new
routes in Middle Beach(the Middle Beach Loop and the Collins Link); (2)the addition of fourteen
(14) new modified/kneeling high-floor/rear end wheel chair lift trolley vehicles (New Modified
trolley vehicles) for the operation of the North Beach and Middle Beach routes, in an amount
not to exceed $6,700,000 annually; (3) a negotiated new hourly rate commensurate with the
cost of said 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 to 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 modified high-floor trolley vehicles for each respective route; and (6) and authorizing the
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City Manager to approve the purchase of additional optional equipment for the New Modified
trolley vehicles; and
WHEREAS, on January 14, 2016, the CITY and CONTRACTOR executed Amendment
No. 3; and
WHEREAS, on July 20, 2016, the Mayor and City Commission adopted Resolution No.
2016-29519, accepting the recommendation of the City Manager and waiving, by 5/7'h vote,
the competitive bidding requirement, finding such waiver to be in the best interest of the CITY,
and approving, in substantial form, Amendment No. 4 to the Agreement, increasing the scope
of the Agreement to include the following: (1)the addition of one(1)bi-directional route in South
Beach for a term of sixty (60) months, commencing as of the roll-out date for the Low-Floor
trolley vehicles; (2)the addition of twelve(12) new Low-Floor trolley vehicles for use in all CITY
trolley routes; (3)a negotiated new hourly rate for the Low-Floor trolley vehicles and additional
associated services; and (4) increasing the annual cost of the Agreement, from a not to exceed
cost of $6,700,000 to a not to exceed cost of $12,000,000; authorizing the City Manager to
approve the purchase of additional optional equipment for the Low-Floor trolley vehicles, as
may be needed in the Administration's discretion, subject to funding availability; authorizing
the City Manager to terminate the existing interlocal agreement, in connection with the
negotiation of a new interlocal agreement with Miami-Dade County, in connection with the
South Beach route; and
WHEREAS, Amendment No. 4 to the Agreement was executed on March 29, 2017:
and
WHEREAS, on May 17, 2017, the Mayor and City Commission adopted Resolution No.
2017-29873, approving and authorizing the City Manager and City Clerk to execute
Amendment No. 5 to the Agreement; approving the replacement of the Collins Link route
alignment with the Collins Express route, at no additional cost to the CITY, to provide more
direct intracity connectivity between Washington Avenue/Lincoln road and 88 Street; and
WHEREAS, Amendment No. 5 to the Agreement was executed on October 26, 2017:
and
WHEREAS, the routes rolled-out their services as follows:
(1) Middle Beach Loop rolled-out its services on November 22, 2016 with six
(6) New Modified trolley vehicles.
(2) the Collins link rolled-out its services on December 22, 2016 with five (5)
New Modified trolley vehicles and ended its services on October 31, 2017,
with the Collins Express replacing the Collins Link on November 1, 2017.
(3) the North Beach Loop rolled-out its services on January 9, 2017 with three
(3) New Modified trolley vehicles and one (1) high-floor trolley vehicle; and
(4) the South Beach route rolled out its services on November 20, 2017 with
ten (10) Low-Floor trolley vehicles.
WHEREAS, on October 18, 2017, the Mayor and City Commission adopted Ordinance
No. 2017-4143, amending certain provisions of the City Living Wage Ordinance as codified in
Sections 2-407 through 2-410 of the City Code or the Ordinance; and
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WHEREAS, Amendment No. 6 to the Agreement reflecting the impact of the Living
Wage ordinance was executed on December 4, 2018; and
WHEREAS, on January 16, 2019, the Mayor and the City Commission adopted
Resolution No. 2019-30687, approving, in substantial form, Amendment No. 7 to the
Agreement; said amendment including the following modifications: (1) adding one (1) used
high-floor trolley vehicle to the CITY's trolley fleet to be used as a spare only; (2) permitting the
operation of all trolley vehicle types (high-floor, modified high-floor/kneeling or low-floor) along
any of the CITY's trolley routes, as needed, to ensure proper service coverage; and (3)
modifying other miscellaneous provisions of the Agreement to address the current operating
conditions of the trolley services, which include updating the trolley routes, establishing a new
On-Time Performance goal of 85% for all trolley routes, and clarifying the language for
determining fuel charge adjustments and performance penalties; and
WHEREAS, Amendment No. 7 to the Agreement was executed on March 15, 2019;
and
WHEREAS, on September 25, 2019, the Mayor and the City Commission adopted
Resolution No. 2019-31000 approving Amendment No. 8 to the Agreement; said amendment,
adding, at no additional cost to the CITY, one (1) used 2006 high-floor trolley vehicle in the
CITY's trolley fleet, to be used solely as a spare; and
WHEREAS, on July 29, 2020, the Mayor and City Commission adopted Resolution No.
2020-31373, authorizing the Administration to negotiate Amendment No. 9 to the
Agreement, said amendment: (1) approving the temporary use of the CITY trolley fleet by
Miami-Dade County, Florida during any periods of suspension of trolley services; and (2)
approving new rates for operation during reduced levels of service; and
WHEREAS, Amendment No. 9 to the Agreement was executed on August 19, 2020;
and
WHEREAS, on March 26, 2020, in response to the Coronavirus Disease 2019(COVID-
19) pandemic, the CITY suspended all trolley service (commencement of "Suspension
Period"); and
WHEREAS, the CITY's trolley fleet consists of 33 trolley vehicles, which fleet, prior to
the commencement of the Suspension Period, operated at a service level of approximately
13,471 scheduled service hours per month (Baseline Level of Service); and
WHEREAS, although the CITY's trolley services were suspended, LSF continues to
accrue fixed costs, in the amount of $167,095.00/month, for which LSF has requested
financial assistance from the CITY(Suspension Period Shortfall); and
WHEREAS, the recently-executed Amendment No. 9 to the Agreement approved the
temporary use of the CITY trolley fleet by Miami-Dade County (County Operated trolley
vehicles) during the CITY's suspension of trolley services while giving the CITY the ability to
request any number of trolley vehicles for its use within 30 days of notification; and
WHEREAS, Amendment No. 9 also approved new rates for the operation of the CITY's
trolley fleet during reduced levels of service, based upon the scheduled service hours for
the CITY operated and County Operated trolley vehicles, combined (Combined Fleet); and
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WHEREAS, the County's use of the trolley fleet commenced on July 31, 2020, which
use, has stopped the accumulation of the Suspension Period Shortfall as of July 31, 2020
and could serve to reduce the Suspension Period Shortfall, in the event the Combined Fleet
exceeds the Baseline Level of Service; and
WHEREAS, in lieu of providing the CONTRACTOR with a lump sum payment to cover
the Suspension Period Shortfall, if any, the CONTRACTOR and the CITY have agreed to
extend the Term, allowing the CONTRACTOR to recover the loss of the Baseline Level of
Service (13,471 scheduled hours per month) during the Suspension Period (Baseline Level of
Service Shortfall), by extending the Agreement for a period of up to four months for each month
of service suspension (Term Extension Formula); and
WHEREAS, on October 14, 2020, the Mayor and the City Commission adopted
Resolution No. 2020-31459, accepting the recommendation of the Neighborhood and
Quality of Life Committee, at its February 3, 2020 meeting, to modify the South Beach
Trolley route, and waiving, by 5/7t'' vote, the formal competitive bidding requirement.
finding such waiver to be in the CITY's best interest, and approving, in substantial form,
Amendment No. 10 to the Agreement, dated May 8, 2014, between the CITY and
Limousines of South Florida, Inc, for turn-key operations and maintenance services of a
municipal trolley system for the City of Miami Beach; said amendment (1) approving a
Term Extension Formula, in lieu of paying LSF for any unrecovered fixed costs, incurred
during the Suspension Period; (2) approving the new service plan for South Beach; (3)
authorizing the City Manager to make operational changes to the Agreement, including
approving the purchase and use of replacement trolley vehicles (even if older than the
year 2016); provided such administrative changes do not increase the annual operating
cost of the CITY's trolley service; and (4) modifying other miscellaneous provisions of the
Agreement; and
WHEREAS, the Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No.
8, Amendment No. 9, and Amendment No.10 shall be collectively referred to herein as the
"Agreement"; and
WHEREAS, each year, as part of the annual budget process, the City Commission
considers whether or not it desires to revise or maintain the proposed living wage rates via the
Ordinance; and
WHEREAS, the CITY and CONTRACTOR wish to clarify certain references in the
Agreement referring to "scheduled service hours" and "service hours", in connection with the
calculation of the applicable fixed hourly rate for trolley services provided to the City, as well
as the calculation of the Term Extension Formula; and
WHEREAS, on September 16, 2020, the Mayor and City Commission adopted
Resolution No. 2020-31399, accepting the recommendation of the Finance and Economic
Resiliency Committee to increase the living wage rate by one percent, to no less than $11.90
per hour with health care benefits of at least$3.25 per hour, or $15.15 per hour without health
care benefits, for the calendar year 2021, and delegating to the City Manager the authority to
execute any contract amendments memorializing the one percent increase to the living wage
rate.
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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. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
The Contract is hereby modified (deleted items struck through and inserted items
underlined) as follows:
(a)Article 1, Section 4, of the Agreement, entitled "FEES," is hereby modified, as follows:
4. FEES. As consideration to the CONTRACTOR for providing the Services under this
Agreement, CITY shall compensate CONTRACTOR, for services provided to the CITY, on a
monthly basis, based upon the following fixed hourly rate (the Fee):
Between I Between Between Between Between
10,777- 8,757- 6,736- 4,715- 2,694-
16,165 10,776 8,756 6,735 4,714
Monthly Monthly Monthly Monthly Monthly
Service Service Service Service Service
Hours for Hours for Hours for Hours for Hours for ,
Combined Combined i Combined Combined Combined
Fleet Fleet Fleet Fleet Fleet
Hourly Rate for High-
Floor and Modified High-
Floor Trolley Vehicles.
Turnkey trolley services on
a per vehicle, per service
hour basis, to include all $65.81 $72.49 $78.21 $88.85 $115.43
vehicles, equipment, fuel,
maintenance, operations,
licensing, insurances, and
any other incidental items
or fees required for a fully
functioning trolley service.
Hourly Rate for
Operation of Low-Floor
Trolley Vehicles. Turnkey
trolley services, on a per
vehicle, per service hour
basis, to include all
vehicles, equipment, fuel, I $77.35 $84.03 $89.75 $100.39 $126.97
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maintenance, operations,
licensing, insurances, and
any other incidental items
or fees required for a fully
functioning trolley service.
As referred to herein, high-floor trolley vehicles, New Modified trolley vehicles and Low-Floor
trolley vehicles may be collectively referred to as "trolley vehicle(s)", "System vehicles", the"City's
fleet" or"vehicles"; and the New Modified trolley vehicles and Low-Floor trolley vehicles may be
collectively referred to as the " new trolley vehicles."
Scheduled service hour(s) as referred to herein is defined as requested number of hours by the
City 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, idle times greater than 15
minutes, and excluding any interruptions in service during which time transit vehicle was not
available to the public for transport along the routes. For example, if the City's service operates
15 hours a day with 15 vehicles in service, 30 days in a month, number of scheduled service
hours would be 15 x 15 x 30 = 6,750 hours.
Service hour(service hour(s)) 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.
Service hour(s) represents actual number of hours service was provided during specified time as
it accounts for interruptions in service during which time transit vehicle was not available to the
public for transport along the routes (scheduled service hours minus all interruptions).
Within fifteen (15) days from the end of each month, the fixed hourly rate for the service hours
operated during the previous month, for services provided to the CITY, shall be determined based
upon the CITY's scheduled service hours, in combination with County's scheduled service hours
for all County Operated trolley vehicles for the same month ("Combined Fleet"). For example, if
the CITY requests that CONTRACTOR provide schedules 5,000 monthly service hours and
CONTRACTOR provides the County schedules with 10,000 service hours for the same month,
the rate charged to the CITY shall be $65.81 for High-Floor trolleys and $77.35 for Low-Floor
trolleys.
CONTRACTOR shall retain ownership of the 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, upon payment of the remaining
amortization schedule(s).
The CITY reserves the right to modify the service levels at any time during the Term of the
Agreement. Any service levels that are below 2,694 hours or above 16,165 hours per month, for
the Combined Fleet shall require that the fixed hourly rate be negotiated with the CONTRACTOR.
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 including, but not
limited to, Ambassador Style Customer Service to riders, maintaining interior and exterior of
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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.
(b) Section 3 of Article 1 of the Agreement, entitled "TERM", is hereby modified as follows:
5. TERM: This Agreement shall have a staggered term (the Term), with each of the
Trolley Service Areas having a five (5)year Term, commencing as of the initial roll-out
date (Roll-Out Date) of the new trolley vehicles for each respective Trolley Service
Area. The Term of each Trolley Service Area shall be as follows:
a. North Beach Loop: from January 9, 2017 through January 8, 2022;
b. Middle Beach Loop: from November 22, 2016 to November 21, 2021;
c. Collins Express: from the Collins Express Commencement Date
through December 21, 2021;
d. South Beach Route: from November 20, 2017 through November
19, 2022.
The Term will be subject to further extension, as follows:
A true-up will be made within 90 days prior to the expiration date for the Middle Beach Loop route,
on November 21, 2021 (True-Up Date). Effective, as of the True-Up Date, the expiration date of
the Term for each of the Trolley Service Areas shall be extended to November 20, 2022 so that
all the routes for the Trolley Service Areas end on the same date(Coterminous Term Extension).
Additionally, if, as of the True-Up Date, there is any remaining balance owed to CONTRACTOR
for the Baseline Level of Service Shortfall, the Agreement Term shall be extended pursuant to the
Term Extension Formula (Term Extension Period), commencing on November 19, 2022.
In determining whether an additional Term Extension Period is required, based upon the Term
Extension Formula, the City will apply a credit for(1)the additional months of service included in
the Coterminous Term Extension and (2) all Surplus Hours (as defined herein) accumulated
through the True Up Date. In the event that the Baseline Level of Service Shortfall does not total
a complete month, the extension would be prorated. Surplus Hours, as referenced herein, shall
mean the total number of scheduled service hours CONTRACTOR operated fer with the County
Operated trolley vehicles in a given month, in combination with the total number of scheduled
trolley service hours CONTRACTOR for the City's schoduled service--hours for the same month,
inclusive of all vehicles and all routes combined(collectively, the"Combined Fleet"),which exceed
the Baseline Level of Service hours (13,471 hours)for the given month. The CONTRACTOR and
the CITY agree that CONTRACTOR is owed 56,994 hours (less number of hours of operation for
County Operated trolley vehicles on July 31, 2020, which are yet to be determined)_as the
Baseline Level of Service Shortfall for the period from March 26, 2020 to July 30, 2020. By way
of example only, if the City started to operate in October, based upon the reduced level of service
of 6,000 hours per month, and the CONTRACTOR operated the County Operated trolley vehicles
scheduled 10,000 hours for the same month, the Baseline Level of Service Shortfall owed to
CONTRACTOR as of October 31, 2020 would be no more than 54,465; to wit: 56,994—credit of
2,529 (13,471 — 16,000 = (-2,529)).
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(c) Section 28 of Exhibit A (SCOPE OF SERVICES (THE SERVICES)) is hereby deleted in
its entirety and replaced with the following:
28. E-VERIFY.
a. CONTRACTOR shall comply with Section 448.095, Florida Statutes, "Employment
Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-
Verify Statute, commencing on January 1, 2021, CONTRACTOR shall register with and
use the E-Verify system to verify the work authorization status of all newly hired employees
during the Term of the Agreement. Additionally, CONTRACTOR shall expressly require
any subcontractor performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the contract
Term. If CONTRACTOR enters into a contract with an approved subcontractor, the
subcontractor must provide the CONTRACTOR with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. CONTRACTOR shall maintain a copy of such affidavit for the duration of the
contract or such other extended period as may be required under this Agreement.
b. Termination Rights.
1. If the CITY has a good faith belief that CONTRACTOR has knowingly violated
Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with
CONTRACTOR for cause, and the CITY shall thereafter have or owe no further obligation
or liability to CONTRACTOR.
2. If the CITY has a good faith belief that a subcontractor has knowingly violated the
foregoing Subsection (a), but the CONTRACTOR otherwise complied with such
subsection, the CITY will promptly notify the CONTRACTOR and order the
CONTRACTOR to immediately terminate the contract with the
subcontractor. CONTRACTOR'S failure to terminate a subcontractor shall be an event of
default under this Agreement, entitling the CITY to terminate the CONTRACTOR'S
Agreement for cause.
3. A contract terminated under the foregoing Subsection (b)(1) or (b)(2) is not in
breach of contract and may not be considered as such.
4. The CITY or CONTRACTOR or a subcontractor may file an action with the Circuit
or County Court to challenge a termination under the foregoing Subsection (b)(1) or(b)(2)
no later than 20 calendar days after the date on which the contract was terminated.
5. If the CITY terminates the Agreement with CONTRACTOR under the foregoing
Subsection (b)(1), CONTRACTOR may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
6. CONTRACTOR is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 28.
(d) Based upon Resolution No. 2020-31399, effective January 1, 2021, CONTRACTOR will
invoice the CITY, on a monthly basis, an additional $2.04 per trolley service
hour provided under the Agreement ($0.57 for the living wage impact and $0.06 for
related payroll taxes approved in 2018, $0.56 for the living wage impact and $0.06 for
related payroll taxes approved in 2019, $0.56 for the living wage impact and $0.06 for
related payroll taxes approved in 2020 and $0.15 for the living wage impact and
$0.0165 for related payroll taxes approved in 2021) to cover the increase in the
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minimum hourly wage rate, based upon the applicable minimum wage rate of$15.15 per
hour.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict between
the provisions of this Amendment and the Agreement, the provisions of this
Amendment shall govern.
The remainder of this page is left blank intentionally.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 11 to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST: s
1 /
By: • 2
Raf. =1 E. Granado, ity Clerk ma T. Hudak. Ci Manager
Date
FOR CONTRACTOR: LIMOUSINES OF SOUT FLORIDA, INC.
ATTEST:
By:
Secretary ide j1111111111..
j?,€A.44/ 6644 A-492._
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Print Name Print Name
00 Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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City Attorney Date