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97-22595 RESO RESOLUTION NO. 97-2259.'5 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH RED TOP TRANSPORTATION, INC., A.K.A. AMERICAN BUS LINES, INC., TO PROVIDE MANAGEMENT AND OPERATION OF SHUTTLE SERVICES FOR THE ELECTROWAVE PARK-AND-RIDE DEMONSTRATION PROGRAM, FOR A PERIOD OF TWO YEARS, PENDING FUNDING AVAILABILITY, WITH THE OPTION TO RENEW FOR TWO ADDITIONAL ONE-YEAR PERIODS, AND COMMENCING ON THE DATE SET FORTH IN A NOTICE TO PROCEED TO BE ISSUED TO THE CONTRACTOR NO LESS THAN 45 DAYS FROM THE CONTRACT DATE; AND, FURTHER APPROVING AN ANNUAL CONTRACT COST NOT TO EXCEED $928,510, PLUS A $63,000 IN INSURANCE COST PASS THROUGH, UTILIZING FUNDS PROVIDED FOR THE PURPOSES IN THE ADOPTED 1997-98 ELECTROWA VE BUDGET. WHEREAS, on April 3, 1997, the City received only one response to RFP No. 40-96/98 for Management, Operation, and Maintenance of Transit Services-Electrowave Program; and WHEREAS, on April 16, 1997, as recommended by the bid review committee, the Mayor and City Commission approved the only bid received from Red Top Transportation, a.k.a. American Bus Lines, pending results of the contract negotiations to be conducted toward reducing the proposed contract cost from the original $1,562,950 for one year/36,000 service hours; and WHEREAS, three contract negotiation meetings were held on May 19, July 23, and August 8, 1997, when several items were either cut from the proposal, such as the mechanical maintenance services, or reduced to achieve a negotiated price of $928,510, for 35,360 hours of operation; WHEREAS, on October 28, 1997, the City held additional negotiations with Red Top, and required additional insurance coverage, as a pass through cost of $63,000; and WHEREAS, mechanical maintenance services will be provided by the City's Fleet Management Division for approximately $150,000 less than the cost originally proposed by Red Top Transportation. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve and authorize the Mayor and City Clerk to execute the attached Contract with Red Top Transportation, Inc., a.k.a. American Bus Lines, Inc., to provide Management and Operation of Shuttle Services for the Electrowave Park- and-Ride Demonstration Program, for a period of two years, pending funding availability, with the option to renew for two additional one-year periods, and commencing on the date set forth in a Notice to Proceed to be issued to the Contractor no less than 45 days from the Contract date; and, further approve an annual Contract cost not to exceed $928,510, plus a $63,000 in insurance cost pass through, utilizing funds provided for the purposes in the adopted 1997-98 ELECTROWAVE Budget. PASSED AND APPROVED this the 19th day of November ,1997. ATTEST: _~~ f~ CITY CLERK APPROVED AS TO FORM & lANGUAGE & FOR EXECUTION aj ~~~ City arney // /<1117 Date ( ITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 ttp:'\ci.miami-beach. fl. us ~ITY OF MIAMI BEACH COMMISSION MEMORANDUM NO. ~ TO: Honorable Mayor and Members of the City Commission DATE: November 19, 1997 FROM: Jose Garcia-Pedrosa City Manager SUBJECT: i,J i. A RESOLUTION 0 iT E MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEAC , FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH RED TOP TRANSPORTATION, INC., A.K.A. AMERICAN BUS LINES, INC., TO PROVIDE MANAGEMENT AND OPERATION OF SHUTTLE SERVICES FOR THE ELECTROWA VE PARK-AND-RIDE DEMONSTRATION PROGRAM, FOR A PERIOD OF TWO YEARS, PENDING FUNDING AVAilABILITY, WITH THE OPTION TO RENEW FOR TWO ADDITIONAL ONE-YEAR PERIODS, AND COMMENCING ON THE DATE SET FORTH IN A NOTICE TO PROCEED TO BE ISSUED TO THE CONTRACTOR NO lESS THAN 45 DAYS FROM THE CONTRACT DATE; AND, FURTHER APPROVING AN ANNUAL CONTRACT COST NOT TO EXCEED $928,510, PLUS A $63,000 IN INSURANCE COST PASS THROUGH, UTILIZING FUNDS PROVIDED FOR THE PURPOSES IN THE ADOPTED 1997-98 ELECTROWA VE BUDGET. ADMINISTRATION RECOMMENDATION Approve the Resolution. BACKGROUND On April 3, 1997, the City received only one response to RFP No. 40-96/98 for Management, Operation, and Maintenance of Shuttle Services-E1ectrowave Program. . Specification packages had been mailed to 27 transit operators around the Country but the sole respondent was Red Top Transportation, a.k.a. American Bus Lines. On April 16, 1997, as recommended by the Evaluation Committee and the Administration, the City Commission approved the bid from Red Top, pending results of the negotiations to be conducted by the Miami Beach Transportation Management Association (MBTMA) and City toward reducing the Red Top-proposed contract cost, which was $1,562,950/year for 36,000 hours of park-and-ride/circulator shuttle services, and mechanical maintenance services. AGENDA ITEM R, A DATE 11-1'1-97 , . . In the meantime, due to the maintenance needs of the seven quses and their electric batteries, Fleet Management sent two City mechanics for training in Chattanooga, Tennessee. Since these mechanics have properly maintained the Electrowave fleet for the last seven months, Fleet Management has offered to take over the mechanical maintenance of the shuttle vehicles and batteries, at approximately $100,000 less than the cost proposed by Red Top. ANAL YSIS Three contract negotiation meetings were held on May 19, July 23, and August 8, 1997, between MBTMA, the City's Fleet Management, and Red Top representatives, in an effort to bring the contract costs down from the originally proposed $1,562,950 a year. In the process the following terms were negotiated: <> The mechanical maintenance services were removed from the Red Top proposal, reflecting a reduction of $634,440. These services will be performed instead by the City's Fleet Management Division which quoted a price of $516,419 for the services, based on 4 mechanics and 4 helpers working 8-hour shifts. <> The Red Top price to only manage and operate the shuttle service was reduced to $928,510. This negotiated cost calculation included the standard level of insurance and performance bond used by the Metro Dade Transit Agency (MOTA) in their transit operation contracts with Red Top. <> A preferred two-way route service was incorporated (instead of the original one- way route). The two-way route requires a larger number of drivers per shift but improves the shuttle frequency and the quality of service. <> The staffing proposed by Red Top was negotiated down to a General Manager, an Assistant Manager/Safety Director, 4 dispatchers and 20 drivers working different 8-hour shifts. A clerical position was eliminated, thereby reducing office labor costs by $21,300. Associated costs were reduced accordingly. .On October 28, 1997, after a Draft Contract was prepared, members of the City Administration and staff held additional negotiations with Red Top's President. The City felt it prudent not to rely exclusively on the City's Self-Insured status, and required that the Contractor also provide insurance coverage for the seven (7) City- owned electric shuttle vehicles, with a cost pass through (no profit or overhead) to the City, as follows: * Automobile Liability coverage, at a cost pass.through of $43,000; and * Physical Damage coverage, at a cost pass-through of $20,000. Additionally, it was agreed that the Contractor would provide a $50,000 Performance Bond, as traditionally required by MDT A for similar transit contracts with Red Topo I Red Top needs at least a 45-day lead time to hire the proposed~staff, train drivers and dispatchers, and establish headquarters at the City-provided Electrowave Facility, prior to the inauguration of the Electrowave Park-and-Ride Demonstration Service to South Beach, scheduled for late January, 1998. A Notice to Proceed will be issued to the Contractor no less than 45 days from the Contract date. A comparison of costs between the original and the negotiated proposals follows: RED TOP, a.k.a. AMERICAN BUS LINES ORIGINAL PROPOSAL Full services One-way route 36,000 service hours NEGOTIATED PROPOSAL Minus mechanical maint. Two-way route 35,360 service hours FIXED COSTS: Labor Benefits Facilities Other Costs Insurance & Bonds Total Fixed Cost Fixed Monthly Rate $ 178,300 $1 57,000 63,900 58,800 43,200 8,800 47,400 29,300 115.300 79.500 $ 448,100 $333,400 $ 37,341 $ 27,783 VARIABLE COSTS: Labor Benefits Material & Supplies Overhead & Profit Total Variable Cost Total Variable Cost (Monthly) $ 542,500 194,350 238,000 140.000 $ 1., 1 1 4,850 $ 92,904 $368,160 142,550 -0- 84.400 $595,110 $ 49,592 ANNUAL CONTRACT COST (all services combined) $1,562,950 $928,510 * . REGULAR HOURLY RATE $ 43.41 $ 26.25 Hourly rate for out-of-contract services performed outside normal operating hours: $ 31.00 $ 31.00 * PLUS A COST PASS-THROUGH OF $63,000 for the City-required insurance coverage. , As part of this Analysis section, the following documents are herein attached: Exhibit A: Narrative related to the Negotiated Proposal by Red Top. Exhibit B: Red Top-Negotiated Proposal for Operation of Transit Services. Exhibit C: Red Top-Proposed Staffing Chart for Electrowave Service. Exhibit D: Electrowave Operating Schedule. Exhibit E: Electrowave Route and Route Description Exhibit F: Original Proposal by Red Top (including mechanical maintenance). FUNDING SOURCES: o The Red Top Contract and the City's mechanical maintenance costs are funded by the Operating Funds category of the adopted FY 1997-98 Electrowave Budget, at approximately $1.45 million. o The insurance cost pass through of $63,000 would be funded by the Contingency Funds category of the same budget, which presently has a $276,795 balance. CONCLUSION Red Top Transportation is a local company that has been in business in Miami since 1985, providing transportation services for local government agencies, such as the Metro-Dade Transit Agency, Dade County Aviation Department/Miami International Airport, and Royal Caribbean Cruise Lines. Red Top affiliated companies, Coach USA, Inc., and American Bus Lines have been in business in the Greater Miami area since 1929. If the shuttle service to South Beach is to begin in late January, 1998, as scheduled, the attached Contract between the City and Red Top should be executed without further delay. The Administration recommends approval. ,JGP/~ (redtop) , EXHIBIT A ~ Miami Beach Electric Shuttle Miami Beach, Florida Narrative FIXED COST Labor: Management salariests one (1) Manager and one (1) Safety Person. Dispatch salaries is for four (4) di:ipatchers, two (2) Am & two (2) Pm. Payroll taxes is 11.65 % of payroll. Health Insurllnce is five (5) at $25. dollars per week and one (1) at $50. Dollars per week. (Manager) Incentive is 5% of payroll. Benefits: Workers CI."Iil1pel'isation Insul"3l1ce is 15% of pa}Tol1. Facilities: Telephone is three (3) cellular phcmes a: $! 00. each per month. City of Miami Beach to furnish basic telephone service. Maintenance toots and equipment is fumisl.ed by City of Miami Beach. Auto allowance for Manager lllld Safety person is $50.00 per week each. Otber Cost: :Radio Maintenance h; furnished by City of Miami Beach. Office supplies are. all forms and oftice slJppties including copy supplies. PhysicalJDl ug Scre::<::lIS j~ for n~w hires and periodical screening. Recuitruc::nt is for advertisement for new employees. Misciother is for fumi~hil'lg for dIspatch (1ffic~. drivers room and manager office. Unifonns is based 011 furnishing three (3) changes of pants per employee. City of Miami Beach to fumish five (5) uniform shirts per employee. Insurance and Bonds: Seven (7) mini buses at S6,200. each ....ehicle. General Liability is $7,000. Perfonl1ance Bond is 1 Yi % of SI00,000. dollars. Collision and Property damage os 2 % of Sl,360,OOO.. -.----- , V ARlABLE COST: Benefits: Materials & Supplies: * * ~ Drivers Wages is based on twenty (20) drivers. Attendants wag~s are City of Miami Beach employees. Mechanics wages are City of Miami Beach employees. Payroll ta.xes are 11.65 % of payroll. Health Insurance is twellty (20) driv~rs at $25.00 dollars per week each. Incentive is 5% of payroll. Workers Compensation is 15% of payroll. Lubrication fluids Ciry of Miami Beach to furnish. Maintenance Parts, Ci~y ofMia.."i Be~ch to furnish. MainteIlllncc; supplies, City of Miazni Beach to fumisho Annual detailir.g seven (7) ve1-.icles, City of Miami Beach to furnish. Semi-Annual detailing seven (7) vehicles, City of Miami Beach to furnish. Overhead and Profits i510 % of annual contract. Replacement 1\1ini Buses, American drivers and American's vehicle is $225. dollan for lint four (4) hours of sen'ice: , then $45. doUars per hour of service. Replacement Jnini ~us American's vehicle and Shuttle driver, is $150. dolhu5 for finJt four (4) hours or service, then $30. dollars per hour of !ervice. , .~, , ~. ~ EXHIBIT B PROPOSAL Page 6 of 10 ': NEGOTIATED PROPOSAL FORM - COST PROPOSAL YEAR ONE ELECTRIC WAVE COST BASED ON ,:35,360. _ _ SERVICE HOURS FIXED' COST Labor: Managemen,t Salaries Dispatch Salazjes PIR Taxes Health lng. Incentive .Benefits: Workers Compensation Insurance , $ 62,400 94,600 18,300 ..2JOO 7,8:S0 235'i0 Manager I 36 400 Safety 26,000 Facilities: Telephone 3,600 Maip.~ce.Too1s &. Equipment -Jb , Two MiD.i-B~ ll3ack-up - {b Aut~ 1PoV{ for'SuPervisor & Safety 5..200. Other cost:.':' . . . Radio Maiiitenance ','. SuPPlieS ~ce / Miscellaneous Physicals / DrUg Screens Recruittnent .. . . '.' '_ Misc. / Other (CopierlFax!Furniture/Etc.) Uniforms Insurance & Bonds TOTAL FIXED COST FIXED MONTHLY RATE RFP No.: Date: 40-96/97 3/5/97 City of Miami Beach 55 -0- 4$lO.. 5JlOO 1.i(lO. 1J}OO ~. , 79r~OO $111,400 $ 27,783. U~-l~-~i; II ;"':'iA;\"i~A;\,IL.hl'-""""'-' UU...... L-11'lL....... , PROPOSAL PAGE 7 OF 10 ~ Labor: , - '&" - Driver's Wages $ 368,160 Benefits: Payroll Taxes Health Insurance Other Specify (Incentive) Workers Compensation Insurance 42,900 26,000 ] 8,400 55,250 Overhead and Profits &4,400 Total variable cost: 595,110. Variable TOTAL COST (Monthly) $ 49,592. , ANNUAL CONTRACI' COST (All services combined) $ 92&,510 REGULAR HOURLY RATE $_26.25 HOURLY RATE FOR OUT-OF CONTRACf SERVICES PERFORMED OUTSIDE NORMAL OPERATING HOURS $_3.l.illl RFP No.: 40-96/97 CITY of MIAMI BEACH DATE: 3/5/97 56 , , EXHIBIT C Miami Beach Wave Shuttle Staffing Chart AM AM ;;:~~i21i~ITi~~~~titJ ~;'>F;.-::::~~~,,~:~:'.:~!:l ~~~ -~~1(1I' 'I,', "'.'Y'':j',,}..~~ s,,:~~::"~~"f-:n;, I General Manager ~ Days .Assist Manager (5 Days & Safety Director I 4 Dispatchers Mo Tu We Th Fr Sa Su 6:00 6:00 6:00 6:00 6:00 6:00 8:00 2:30 2:30 2:30 4:30 4:30 4:30 2:30 -...-...- .... I 20 Drivers I Mo Tu We Th Fr Sa Su 7:30 7:30 7:30 7:30 7:30 7:30 9:30 2:00 2:00 2:00 4:00 4:00 4:00 2:00 :s 12 12 12 14 14 14 12 AM AM Shift Per Day , EXHIBIT D 0 ell q) 0 ~ ell en en en en CIl U ell '. 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U :> ~ ~ c. = _ .~ "" E.J:J"U ~ ~:==~c11> 0* . + - ... c:: "'0 C == .!. <5 ;: c:: S:! eo- ,... .... o _ u - c::: o _ c..cn + o E = o o CO >. = "'0 en ~ -5 V ~ .- ..c :0 t g> g :::0 ..E ~.: -- -"~E~E ~ c:: "0 .~ "'0 den=: ~co!::o 1",00 ;::: 0 ~~NE=..". .?:- ..0 ell ell e) U c.J c::: -0 <1) 0. 0. <:I .~ -0 C c::: c -- ...: :: = o o CO >. ~ "0 ... - - ~ CI:l o E == o o o CIl >. =: .~ o "':"" - '-' c == E >. e': = "00 50 en N , EXHIBIT E ;:Otn :j ~":~::' ~ Atlantic Ocean Biscayne Bay · Passenger Service Route ................ Recharge Station Route . Passenger Station o Recovery TIme Station , 4.3.9 PHASE 1 ROUTE. ALTERNATIVE H '- Alternative H runs in two directions along the Washington Avenue Corridor. It terminates on the north end at Lincoln Road and Lenox Avenue, in a loop around the Sun Trust Building. At the south end, it terminates with a loop south of 5th Streeto It provides good service to the Washington Avenue Corridor in both directions, penetrates the South Pointe Area, and provides service to both ends of the Lincoln Road o1\:1all (400 Block to 1000 Block). See Appendix B-1 for detailed shuttle segment travel times and performance analysis. ROUTE SEGMENTS ROUTE LENGTH VEHICLES HEADWAY ROUTE TRAVEL TIME SAMPLE TRIP TIMES PARKING (within 1 block walk) NUMBER OF STATIONS DISPLACED PARKING PHASE 1 ROUTE, ALTERNATIVE H Loop around Sun Trust Building Lenox Ave., Lincoln Rd., Alton Rd.; 1,575 feet 17th Street eastbound, Alton Road to Washington Avenue, 3,080 feet Washington Avenue southbound, 17th Street to 5th Street; 6,565 feet 5th Street westbound, Washington Ave. to Meridian Avenue; 635 ft. Meridian Avenue southbound, 5th Street to 4th Street, 315 feet 4th Street eastbound, Meridian Ave. to Washington Avenue, 535 fto Washington Avenue northbound, 4th Street to 17th Street; 6,945 feet 17th Street westbound, Washington Ave. to Lenox Avenue; 2,675 fto 4.23 miles (22,325 feet) 7 AVS 22.foot electric buses Weekday Weekend Night Peak Average Weekdav 38 minutes 17th St Garage to 11 th Sf. Return Trip 17th St Garage to 5th Sf. Return Trip 7th Street Garage 11 th Street Garage 13th Street Garage 1 7th Street Garage 17th Street Open Lot Convention Center Lot Other Public Soaces Total 27 none 6 minutes (7 in PM Peak) 11 minutes Weekend Nioht Peak 60 minutes Weekdav Weekend 10 minutes 15 minutes 8 minutes 15 minutes 14 minutes 24 minutes 12 minutes 24 minutes 496 public spaces 1 34 public spaces 279 public spaces 1,402 public spaces 585 public spaces 800 public spaces 1 ,300 oublic soaces 4,996 public spaces average spacing, 827 feet 4.29 South Beach Electric Shuttle Plan - Final Draft CARR SMITH CORRADINO , EXHIBIT F Proposal Page 6 of 10 0:: ORIGINAL PROPOSAL FORM - COST PROPOSAL YEAR ONE ELECTRIC WAVE COSTS BASED ON ':15,000 SERVICE HOURS FIXED COSTS Labor: Management Salaries Clerical Salaries Dispatch Salaries P /R Ta"("es Healt~ Ins. Incentive Benefits: W/C Ins. ; Facilities: Telephone Maintenance Tools & Equipment Two MiniBuses-Eac~ tm Service Truc'<: v/Air COI!'Ipressor I\uto Allow for Supervisor 5. Other Costs: Safety Radio Maintenance Supplies OfficelMiscellaneous Physicals/Druq Screens Recruitment ' MiscJOther .=F~ffiit~f~: etc. Uniforms Waste Pick: Up Insurance: & Bones TOTAL FIXED COST FIXED MONTHLY RATE RFP NO.: . 40-96/98 DATE: .'0 3/5/97 $ 62,400 21 , 800 94,100 20,800 9,1'00 9,000 25,000 6,000 8,000 20,500" 3,500 5,200 .- 1.800 4,800 5 ,600 7,500 7.QOO 15,700 5,000 115,300 $ 448,100 $ 37,341 CITY OF MIAMI BEACH SS , . . VARIABLE COSTS Proposal Page 7 of 10 ~ Labor: Drivers' Wages Attendants' Wages ~echarUcs' Wages $ ?44 , 500 -0- 198,000 Benefits: , Payroll Taxes Health Insurance Other Specify Incentive Wor~ers Compensation Insurance Materials & Supplies Lubrication Fluids ~aintenance Parts ~aintenance Supplies, etc. Annual detailing (7 vehicles) Semi-annual detailing (7 vehicles) 52,600 25,100 n , 000 69,650 52,000 115,000 14,000 38,000 19,000 Overhead and Profit 1.10,000 TOTAL VARIABLE COST L 114 ,850 VARIABLE TOTAL^COST (Monthly) $ 92,904 ANNUAL CONTRACT COST (all services combined) $ 1,562,950 REGULAR HOURLY RATE $ 43.41 HOURL Y RATE FOR OUT-OF CONTRACTSERVICESPERFO~D OUTSIDE NORMAL OPERATING HOURS $ 31.00 RFP NO.: .'. 40-96/98 DATE: ..' 3/5/97 CITY OF MI.AlW BEACH 56 A CONTRACT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND RED TOP TRANSPORTATION, INC. FOR MANAGEMENT & OPERATION OF SHUTTLE SERVICES MIAMI BEACH PARK-AND-RIDE/CIRCULATOR SHUTTLE PROJECT (RFP NO. 40-96/98) THIS CONTRACT made and entered into as of November 19, 1997 by and between the City of Miami Beach, a political subdivision of the State of Florida having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139 (hereinafter referred to as the City), and Red Top Transportation, Inc., a Florida corporation, having its principal offices at 11077 N.W. 36th Avenue, Miami, Florida 33167 (hereinafter referred to as the Contractor) . WIT N E SSE T H: WHEREAS, the Contractor has offered to provide transportation services to conduct route work and shuttle services using electric shuttle buses for the City of Miami Beach; and WHEREAS, the Contractor has submitted written qualifications dated April 3, 1997, which are incorporated herein by reference; and WHEREAS, the City is willing to contract for the performance of such services upon the terms and conditions set forth in the Request for Qualifications No. RFP 40-96/98 dated March 5, 1997, and as hereinafter set forth. NOW THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS 1.1 ADA - Americans with Disabilities Act of 1990, as may be amended from time to time. 1 1.2 Cancellations - When the City contacts the Contractor during operational hours at least one hour in advance and cancels a prearranged trip for any reason. 1.3 Curb-to-Curb - Transportation from the curbside adjacent to a public street at the point of origin to the curbside adjacent to a public street at the point of destination. 1.4 ~ - Miami Beach, Florida 1.5 Deadheading - Non-revenue service at the beginning or end of a Trip or between trips. 1.6 Contract Manager - City of Miami Beach Contract Manager for the electric shuttle circulator transportation project is the Miami Beach Transportation Management Association (MBTMA). 1.7 ELECTROWAVE Project - The Electric Shuttle Park-and-Ride/ Circulator Service and other shuttle services. 1.8 FDOT - Florida Department of Transportation. 1.9 Fixed Route Service - Service which is based on established fixed routes with specific stops. 1.10 Full Size Shuttle Bus - A vehicle containing 22 passenger seats seats with stanchions or grab bars for standees. 1.11 Group Travel Service - Service from a single or a few origins to a single or a few destinations. 1.12 Major Holidays - Memorial Day, 4th of July, Labor Day, Thanksgiving Day, Christmas Day, and New Years Day. 1.13 ~- Metropolitan Dade County, Florida. 1.14 MBTMA - Miami Beach Transportation Management Association, Inc. 1.15 MB Fleet Management - City of Miami Beach - Fleet Management Division is the designated provider of vehicle maintenance 1.16 Passenger Motor Vehicle - Any chauffeur driven motor vehicle providing seating accommodations for passengers. 1.17 Peak Vehicle Re~uirement (PVR) - The number of vehicles 2 required to meet the peak demand for service. 1.18 General Service - The period of time when the transit vehicles are available to the public and there is reasonable expectation of carrying passengers. 1.19 Route - A designated set of streets or separated rights-of- way which a shuttle vehicle regularly serves. 1.20 Run - The driver's work made up of one continuous work assignment on a Route or of two separate assignments which may be on two routes. 1.21 Trip - One directional travel in general service along a Route with a specified origin and starting time and a specified destination and arrival time. 1.22 Semi-fixed Route Service - Service operating in a general corridor providing pick-up and drop-off services to varying individuals within the service area corridor. 1.23 Vehicle Trip - The vehicle trip begins when the first customer enters the vehicle and ends when the destination is reached, all customers exit and the vehicle is empty. 1.24 Purchase Order - An assignment of services to be performed by the Contractor within specific parameters or guidelines as determined and prescribed by the City. ARTICLE 2. COMMENCEMENT OF SERVICES The services outlined herein shall commence immediately upon receipt of a Notice to Proceed to be issued by the City not less than forty five (45) days from the last date of execution of the Contract by the parties hereto ("Commencement Date"). It is anticipated that within this period between the last date of execution and the Commencement Date, the Contractor will advertise for, hire and train the employees of the Shuttle Project, and establish operations in the vehicle facility to be provided by the City (the "Start-Up Period") . ARTICLE 3. SCOPE OF WORK The object of this Contract is to provide and operate reliable, dependable, cost-effective public transportation services, as 3 determined by the City of Miami Beach. 3.1 The Contractor shall furnish all labor, liability insurance and bonds and provide shuttle operation services in the manner and form provided herein. Service will be directed by the City through the issuance of a (a) Notice to Proceed and (b) a Purchase Order(s) . 3.2 All transportation services requested by the City will be provided by the Contractor solely within the City of Miami Beach, as may be required and directed by the City, and as allowable by all applicable Federal, State, County, and City laws and ordinances. 3.3 The City's Fleet Management Division will provide mechanical maintenance services, parts, and materials, as well as electricity and propane fuel. 3.4 The City will lease to the Contractor the seven (7) electric shuttle vehicles, as listed and incorporated herein as Exhibit F.to this Contract, for a nominal fee of one dollar ($1.00) per vehicle, per year. City and Contractor herein agree to negotiate and execute a Lease Agreement for said vehicles prior to the commencement of the services to be provided herein; said Lease to be executed and incorporated by reference as an exhibit to this Contract. 3.5 The Contractor will provide 35,360 hours of service on a geographic route and schedule as described in Section 4.4 of this Contract. 3.6 TYPES OF SERVICE 3.6.1 There are two types of service that the City will purchase on a regular basis, under this Contract: a. Fixed-Route Service This type of service is characterized by vehicle Trips that follow a specified geographic Route and time schedule, with service having daily start and end time and operating on specified days of the week. However, although a fixed route is designated, the alignment or schedule may be changed from time to time by MBTMA, with the prior written consent of the City. The City reserves the right to increase or decrease 4 service without change in the hourly rate, to the extent described in Article 9. of this Contract. b. Supervisory/Starter Personnel This service is to provide management of street service by Contractor's management employees either at specific locations or in cars. These Contractor employees shall monitor on-time performance, safety, and other issues to assure excellent delivery of service. 3.6.2 The City reserves the right to request other types of shuttle service from the Contractor, under the terms and conditions described in Article 9. of this Contract. Potential types of shuttle service are as follows: a. Semi-fixed Route Service point-to-Point transportation services where the Contractor is able to dynamically route the vehicles to meet scheduled pick up and drop off requirements or to by-pass stops when potential ridership is not observed at the designated stop. b. Group Travel Service This service is characterized by pre-scheduled transportation to a single or few pick up and drop off points and where the route is left to the choice of the Contractor serving a predetermined group of passengers. ARTICLE 4. THE SHUTTLE SYSTEM REOUIREMENTS 4.1 Initial circulator system to include: Seven (7) City provided electric, low floor, 22 passenger vehicles with one wheelchair tie-down position. Maximum speed 42 mph, duration between charges 60 - 70 miles at constant 25 mph. (Varies by duty cycle, and operator efficiency. Vehicle acceleration to 25 mph is 12 seconds, turning radius - Curb: 27 feet, Wall: 31 feet. Vehicles are to be rotated in service to keep mileage even on all seven (7) vehicles. The Contractor is encouraged to submit any cost saving and/or 5 service performance measures that would enhance the ELECTROWAVE and overall quality of service. 4.2 All vehicle drivers/operators will be required to attend mandatory training classes provided by the electric vehicles manufacturer (AVS/Advanced Vehicle Systems) related to the operations of an electric shuttle vehicle, and will be required to pass a comprehensive operational exam. In addition, drivers/operators will be required to attend a mandatory two-day class on the historical significance of the area, points of interest, politeness, and customer service. Extensive training will be provided by the Contractor for monitoring, scheduling and operations records, of the City's electric shuttle vehicle fleet. In addition, intensive operations training will be provided by the manufacturer of the electric shuttle vehicles (Advanced Vehicle Systems) . Emphasis will be given to smooth, comfortable acceleration and vehicle operation. 4.3 Any and all training will be conducted in Miami Beach and coordinated through the City's Contract Manager, MBTMA. Contractor must provide and maintain proof of all training on record with MBTMA or City. 4.4 The route for the ELECTROWAVE is a two-way circulator with six (6) vehicles in operation at any given time. The electric vehicles will travel North bound and South bound on Washington Avenue between 17th Street and 5th Street, making approximately 27 stops along the entire route. The service hours will vary. On Monday, Tuesday and Wednesday, the electric shuttles will be in service from 8:00 a.m. to 2:00 a.m., while on Thursday, Friday, and Saturday, the hours of service are 8:00 a.m. to 4:00 a.m. The hours of service for Sundays and Holidays will be 10:00 a.m. to 2:00 a.m. ARTICLE 5. CONTRACT TERM The initial term of this Contract shall be for two years, subject to funding availability, commencing on the Commencement Date, as same is defined in Article 2 herein. The City shall have the option, at its sole discretion, to renew this Contract for two additional one-year terms, subject to the terms and conditions set forth herein and at rates as provided by Article 22.3 of 6 this Contract, by giving Contractor written notice of such renewal at least sixty (60) days prior to the end of the initial term, or the first renewal term, as the case may be. ARTICLE 6. INSURANCE Prior to the commencement of services provided herein, the Contractor shall furnish to the Procurement Section, City of Miami Beach, Procurement Management Division, 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: a. Worker's Compensation and Employer's Liability Insurance to meet the requirements of the State of Florida, Statute 440. b. Commercial General Liability Insurance. This policy is to provide coverage for premises/operations, independent contractor (if any), broad form property damage, operations and contract liability. Contractor is required to produce proof of General Liability Coverage in an amount of not less than $1,000,000 combined single limit per occurrence. c. Automobile Liability Insurance on the seven (7) electric shuttle vehicles (leased to Contractor by City, as set forth in Article 3.4), and any other vehicles owned and operated by the Contractor, in connection with the services of this Contract. Contractor is required to produce proof of coverage in an amount of not less than 1,000,000 combined single limit per occurrence for Bodily Injury and Property Damage. For the purposes of the insurance coverage on the seven (7) City-owned electric shuttle vehicles, the City agrees to compensate the Contractor the amount of $43,000; such compensation being in addition to, and not a part of the Contract Price, as set forth in Article 21. of this Contract. d. Physical Damage Insurance on the seven (7) electric shuttle vehicles, leased to Contractor by City. As in subsection c., above, for the purposes of this insurance coverage on the seven (7) City-owned electric shuttle vehicles, the City agrees to compensate the Contractor the amount of $20,000; such compensation being in addition to, and not a part of, the Contract Price (Article 21. herein). 7 The City of Miami Beach shall be named as an additional insured on all policies required by the Contract. When naming the City of Miami Beach as an additional insured, the insurance companies shall agree and will endorse the policies to state that the City will not be liable for the payment of any premiums or assessments. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Contractor. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "B+" as to management and no less than "Class VI" as to financial strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the City's Risk Management Division. Certificates will show that no modification or change in insurance shall be made without thirty (30) days advance notice to the certificate holder. The City of Miami Beach RFP No. 40-96/98 entitled, 'Management and Operation of Shuttle Services,' must appear on each Certificate. Compliance with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this subsection or under any other section of this Contract. The Contract is contingent upon receipt of the insurance documents within fifteen (15) calendar days after City Commission approval. If the insurance certificate is received within the specified period, but not in the manner prescribed in this Contract, the Contractor shall be verbally notified of the deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Contract within twenty (20) calendar days after City Commission approval, the Contractor shall be in default of the contractual terms and conditions and the Contract shall be terminated, unless such time frame for submission has been extended by the City. Under such circumstances, the Contractor may be prohibited from submitting future proposals to 8 the City for a period of one (1) year. The Contractor shall be responsible for assuring that the insurance certificates required in conjunction with this section remain in force for the duration of the contractual period, including any and all option years, if applicable. If insurance certificates are scheduled to expire during the contractual period, the Contractor shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of thirty (30) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates that cover the Contractual term, the City shall suspend the Contract until such time as the new or renewed certificates are received by the City in the manner prescribed in this Contract; provided, however, that this suspended period does not exceed thirty (30) calendar days; in that event, the City may, at its sole discretion, terminate the Contract for cause. ARTICLE 6. INDEMNIFICATION AND HOLD HARMLESS The Contractor shall be required to indemnify and save the City, and its agents and employees, harmless from any and all claims, liabilities, losses and causes of action which arise or may arise out of acts or omissions of a third party or of the Contractor, or its agents or employees, during the performance of this Contract. The Contractor shall pay all claims and losses of any nature whatever in connection therewith, and shall defend all suits, in the name of the City, and shall pay all costs and judgments which may issue therefrom except those caused by the sole negligence of City officers or employees. ARTICLE 8. PERFORMANCE BOND Prior to the commencement of the services provided herein, the Contractor will be required to obtain and provide a Performance Bond in the penal sum as stated below for the payment of which Contractor shall bind itself for the faithful performance of the terms and conditions of this Contract. The bond shall be executed by a responsible corporate surety which has been given a "B+" "VI" or higher rating by the most recent edition of AM Best's Insurance Guide and which is authorized to issue bonds in the State of Florida through an authorized agent with an office in Florida. Said Performance Bond will be in the amount of $50,000.00, and shall 9 continue in full force and effect throughout the term of this Contract, and any extensions thereto ARTICLE 9. CHANGES It is understood that the City may, at its sole discretion, at any time during the progress of the work, increase or decrease the quantities of work to be performed and make alterations in the details of the work within the general scope of the services. Such increase, decrease or alteration shall not invalidate the Contract nor release the surety, and the Contractor agrees to accept the work as altered, the same as if it had been a part of the original Contract. Such changes and alterations will be authorized in writing by the City Manager and, if necessary, the Mayor and City Commission, and payment or credit for increased and decreased quantities of work will be made in accordance with the Contractor's hourly rate. Contractor hourly rates shall remain fixed for up to and including 30% variation (increase or decrease) in the initial service hours authorized by the City. When City authorized service hours vary by more than 30%, the hourly rate of compensation payable to the Contractor shall be subject to negotiation between the City and the Contractor. ARTICLE 10. NOTICES Any notice, or other necessary formal written communication, to or from the City, and from or to the Contractor shall be considered delivered when posted by Certified Mail or delivered in person, respectively to: The City: Judy I. Evans, Contract Manager "ELECTROWAVE" Circulator Shuttle Project Miami Beach Transportation Management Association 301 4pt Street, Suite 502 Miami Beach, Florida 33140 (305)535-9160 Harry S. Mavrogenes, Assistant City Manager City of Miami Beach 1700 Convention Center Drive, DDHPS Miami Beach, Florida 33139 (305)673-7193 10 With copies to: Murray H. Dubbin, Interim City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 The Contractor: Louis R. Cicerone Red Top Transportation, Inc. 11077 N. W. 36th Avenue Miami, Florida 33167 ARTICLE 11. VEHICLE REOUIREMENTS AND SPECIFICATIONS All vehicles to be utilized in providing the services specified in this Contract are subject to the prior written approval and requirements of the City. Vehicle specifications contained in this Contract shall apply. Electric shuttle vehicles are owned by the City of Miami Beach The electric shuttle vehicles are new and have never been utilized for service - they have been purchased by the City of Miami Beach solely for use as a circulator shuttle vehicle within the city limits of Miami Beach. The Contract Manager, with the prior written consent of the City, may waive any or all vehicle requirements and specifications described herein for emergencies, special events or to allow for the use of vehicles to be utilized in fulfilling requirements of this Contract. All equipment to be furnished under this Contract shall comply with Florida Department of Transportation (FDOT) Rule 14-90.007. 11.1 General Vehicle Standards The City of Miami Beach shall provide electric shuttle vehicles which comply with all applicable local, State, or Federal codes of ADA and FDOT Rule 14-90, and safety standards which comply with or exceed manufacturers safety and mechanical standards for the particular vehicle and model used in the provision of services under this Contract. All vehicles provided: a. Have a rear-view mirror and side-view mirrors mounted on both sides of the vehicle. 11 b. Have a functioning interior light within the passenger compartment. c. Have a functioning speedometer indicating speed in miles per hours and a functioning odometer correctly indicating distance in tenths of a mile. d. Be equipped with operable air conditioning (propane) systems. If the air conditioning system becomes inoperable during the day, the Contractor shall replace the vehicle within one hour. The vehicle shall not again be used for service under this Contract until the air conditioning system has been repaired. e. Have exterior free of grime, oil or other substances and free from cracks, breaks, dents and damaged paint that noticeably detract from the overall appearance of the vehicle. f. Be clean in the interior and free from torn floor coverings, damaged or broken seats, and protruding sharp edges. g. Have unobstructed vision on at least three (3) sides of the vehicle. h. Not have leaks of any kind. i. Be equipped with a functioning horn. J. Meet all vehicle requirements identified in Florida Department of Transportation Rule 14-90. 11.2 Display of Signage on ELECTROWAVE Vehicles All electric shuttle vehicles when being used to provide shuttle services for the City this Contract must display, on the exterior of all vehicles, City approved and provided signs. ARTICLE 12. DRIVER STANDARDS The Contractor shall ensure that its drivers shall adhere to the following provisions: 12 12.1 Personal Appearance Cleanliness and neatness are required at all times. A driver's uniform (which must be required by the Contractor) must be clean, pressed and in good repair at all times; shoes must be shined. Driver's hair, mustache and beard must be well groomed or drivers who do not have mustache or beard must be clean shaven. The wearing of non-approved uniform apparel will not be permitted, except during cold weather when drivers will be permitted to wear a non-uniform jacket or coat. 12.2 Personal Habits The following acts are not permissible by drivers when providing services under this Contract. a. Use of intoxicating liquors, narcotics or controlled substance of any kind while on duty or reporting for duty in uniform while under the influence of liquors, narcotics or controlled substance of any kind (excluding doctors' ability to perform his or her duties) . b. Gambling in any form upon City premises or while on duty or providing services under this Contract. c. Smoking and other uses of tobacco while on duty except in places or at times designated for that purpose. d. Carrying of pistols, firearms or concealed weapons while on duty or on City premises. e. Resorting to physical violence to settle a dispute with a fellow employee or the general public while on duty or on City's premises. In self defense an employee may use no more force than is reasonably necessary to defend him or herself. f. Spitting in prohibited places or any other unsanitary practices. g. Use of loud, indecent or profane language and/or making threatening or obscene gestures toward passengers or other employees. 13 12.3 Driver's Responsibility It shall be the responsibility of the driver to devote full attention to the safe, smooth and efficient operation of equipment and to avoid discomfort or inconvenience to the passengers. Subject to orders of persons of higher authority, the driver has charge of the vehicle and shall be responsible for: a. Adherence to route, schedules and time points. b. Knowledge and observance of traffic laws and safety regulations. c. The safety of boarding and alighting passengers. d. Proper display of all required signs and identifications. e. The adjustment of lighting, heating, ventilation and cooling for the comfort of passengers. f. Distribution of Route finders and other shuttle informational publications on vehicles as directed by City. g. Performance of such other duties as may from time to time be prescribed by the City. 12.4 Driver History Driver's shall not have a criminal history which might impair the service to customers, including convictions for crimes involving assault, battery and moral turpitude. 12.5 Driver Registration Driver's shall have and maintain a current, valid Dade County Chauffeur Registration and State of Florida Chauffeur License or the State and Federal required Commercial Drivers License when applicable. 12.6 Driver Training Program The Contractor shall certify that the drivers and other personnel providing transportation under this Contract will complete an initial and follow-up training program developed 14 between the Contractor and the City, consisting of at least the following items: a. Defensive and safe driver training. b. Passenger courtesy and comfort. c. Technical training in the proper use of vehicle equipment, where applicable. d. Sensitivity and awareness of the special needs of handicapped and elderly passengers. e. Precautions and special care needed to assist elderly and handicapped passengers. f. Training in the completion of required MBTMA forms. g. Training in the driving of electric shuttle vehicles. h. Training in ELECTROWAVE circulator route and points of interest. i. Every Driver and employee shall be instructed regarding, and shall comply with, all applicable standards contained in FDOT Rule Chapter 14-90. Written approval of the training program must be submitted to the City within 30 days of the execution of the Contract, and is subject to modifications, as needed, at the written direction of the City. 12.7 Driver Physical Drivers shall have physical examinations as required by Florida Department of Transportation Rule 14-90. 12.8 Contractor shall comply with all applicable City, State and Federal laws relating to wages, hours, and all other applicable laws, rules and regulations including but not limited to those relating to the employment or protection of employees, now or hereafter in effect. 12.9 Fair Labor Standards Act - Contractor is required and hereby agrees, by execution of this Contract, to pay all employees not 15 less than the Federal minimum wage and to abide by other requirements as established by the Congress of the United States in the Fair Labor Standards Act as amended from time to time. 12.10 No person shall be denied employment by Contractor for reasons of race, sex, national origin, creed, age, physical handicap, sexual orientation or religion. ARTICLE 13. COMPLAINTS HANDLING The Contractor shall refer complaint to the City's Contract Manager. The Contractor will be informed of all complaints received by the City and shall acknowledge receipt of the complaint by phone, facsimile or electronic mail within twenty four (24) hours of receipt. The Contractor shall respond in written form, after investigation, with disposition, to the City within five (5) working days after receipt. ARTICLE 14. FARE COLLECTION No passenger fares will be collected by the Contractor. The ELECTROWAVE circulator shuttle service is free to the riders. ARTICLE 15. SCHEDULES Adherence to schedules is of utmost importance. Clocks should be synchronized by calling the local telephone number 324-8811. Drivers will be required to keep time records that indicate actual arrival and/or departure times. ARTICLE 16. COMMUNICATION SYSTEM The Contractor's Communication System shall consist of a minimum of: 16.1 Telephone System The Contractor shall make available sufficient telephone capacity to ensure accessible communication between the City and the Contractor's facility for the purposes of canceling trip requests as well as handling other emergencies. Should the City determine that telephone access is inadequate, the Contractor must provide a dedicated telephone line. 16 16.2 Two-Way Radio System or Alternative Two-way Communication System The Contractor, through a base station or a City approved alternative communication system (e.g., mobile phones) is required to be in regular radio communication with all vehicles providing transportation service. ARTICLE 17. STRIKES AND LOCKOUTS Contractor shall endeavor to assure that the services set forth herein are not disrupted by strikes, lock-outs, work stoppages, sick-outs, picketing while working, slowdowns or other concerted failure or refusal to perform assigned work by the Contractor's employees. The Contractor shall use its best efforts to obtain from the association representing the Contractor's employees a letter of understanding agreeing to support the City fully in maintaining operations in every way. It is recognized by the parties that the City is responsible for and engaged in activities which are the basis of the health and welfare of our citizens and that any violation of this section would give rise to irreparable damage to the City and the public at large. Accordingly it is understood and agreed that in the event of any violation of this section, the City shall be entitled to seek and obtain immediate injunctive relief and all other relief as provided by law and full costs associated with restoring services plus administrative costs. In the event of a strike, work stoppage, or interference with the operation and accomplishment of the mission of the City, the Contractor and the association representing the Contractor's employees shall promptly and publicly order the employees to return to work and attempt to bring about a prompt resumption of normal operations. Contractor shall ensure that all City property is protected in the event of a strike. Contractor shall ensure that the City has access to all its property at all times. Access may be accomplished by order of the City to the Contractor to deliver all of its property to locations designated by the City within twenty four (24) hours of such order or by providing safe and uninhibited access to Contractor's premises by City employees to remove City property. The Contractor is required to prepare and implement contingency 17 plans in order to maintain scheduled service levels in the event of a labor strike. The Contractor shall submit a copy of these plans within thirty (30) days of execution of this Contract by the parties. ARTICLE 18. EMERGENCY OPERATION. INCLUDING HURRICANES AND CIVIL UNREST In the event of any natural disaster such as hurricanes, floods, or other acts of God or civil disturbances, the City shall notify the Contractor if and when to suspend scheduled service for the duration of such emergency. Service will be restored as directed by the City in conjunction with the restoration of City services. The Contractor will make available to the City all vehicles, drivers and supervisory resources for emergency purposes per notification by the City. The Contractor is responsible for structuring work rules in order to ensure that employees report to work, or in the event that they are already at work, continue to perform their duties for emergency related operations as directed by the City. Compensation for expenses incurred during the emergency in excess of the normal expense of operating shall be reimbursed by the City. ARTICLE 19. FORCE MAJEURE Notwithstanding Articles 17. and 18. herein, the parties acknowledge that the performance of the services to be provided may be delayed or suspended while, but only so long as, either party is hindered in or prevented from performance by acts of God, the elements, war, rebellion, strikes, lockouts or any other cause beyond the reasonable control of such party; provided, however, that if the hindrance exceeds a period of thirty (30) days, the City may, at its sole option and discretion, cancel or renegotiate this Contract. ARTICLE 20. CITY FURNISHED PROPERTY 20.1 The City will deliver to the Contractor, for use in connection with and under the terms of this Contract, City-furnished property, including but not limited to the vehicle charging equipment, vehicle storage and operations facilities, buses, etc. together with any related data and information that the 18 Contractor may request and is reasonably required for the intended services. City-furnished property shall be used only for performing this Contract, unless otherwise provided in this Contract or approved by the City in writing. 20.2 The City may, at its sole option and discretion, by written notice, increase or decrease the City-furnished property provided or to be provided under this Contract; or substitute other City-furnished property for the provision of the services. The Contractor shall promptly take such action as the City may direct regarding the removal, shipment, or disposal of the property covered by such notice. The City and all its designers shall have access at all reasonable times to the premises in which any City-furnished property is located for the purpose of inspecting the City-furnished property. 20.3 Title to City-furnished property shall remain with the City. The Contractor shall maintain adequate property control records of City-furnished property in accordance with sound industrial practice. 20.4 Unless otherwise provided in this Contract, the Contractor, upon delivery to it of any City-furnished property, hereby agrees to assume the risk of, and shall thereafter be responsible for any loss or damage thereto, except for reasonable wear and tear. The Contractor shall be responsible for loss or destruction of, or damage to, the City-furnished property to be provided under this Contract (including expenses incidental to such loss, destruction, or damage) . The Contractor shall, upon conclusion or termination of this Contract, prepare for shipment, deliver F.G.B. destination, all City-furnished property not consumed in the performance of this Contract or not theretofore delivered to MBTMA, as may be directed or authorized by the City. 20.5 Preventive Maintenance of City-Furnished Vehicles For seven (7) City-provided electric shuttle vehicles, the City of Miami Beach Fleet Maintenance Division will provide preventive vehicle maintenance, other general maintenance and service, and repairs as required by the vehicle manufacturer (Advanced Vehicle Systems), and systems daily operations 19 requirements. The City will provide the Contractor acceptable proof of all maintenance and/or repairs performed on all City electric shuttle vehicles. ARTICLE 21. CONTRACT PRICE The total Contract price shall not exceed $928,510 for services rendered, plus $43,000 for Vehicle Liability Insurance and $20,000 for Physical Damage Insurance on the seven (7) City-owned electric shuttle vehicles. The City shall have no obligation to pay the Contractor any sum in excess of this amount nor does the City guarantee the issuance of additional amounts against the total Contract price. ARTICLE 22. COMPENSATION Requests for payment shall be in the form designated by the City's Contract Manager and filed monthly by the Contractor with the same Contract Manager. Each request shall be in invoice form, as provided by City, and shall be attested to by an original signature of an officer (if a corporation) or by a principal (if a partnership, sole proprietorship or joint venture) of the Contractor. 22.1 Payment for Services. The City agrees to pay the Contractor in the following manner: The fixed costs shall be paid regardless of the number of hours, and the variable costs shall be based on actual service time. The fixed and variable costs applicable to this Contract are set forth in Exhibit B. hereto. The Contractor will receive payment within thirty (30)calendar days of receipt of a properly completed and executed invoice. The regular hourly rate established for this Contract also covers start-up costs, all direct charges, overhead and general administrative expenses and total compensation to the Contractor for services provided, as also set forth in Exhibit B. hereto. 22.2 Pricing Calculation - Time 22.2.1 Time is calculated from the beginning to the end of a driver's scheduled work time. 22.2.2 Time will be calculated in ten (10) minute increments, 20 based on actual service time. Portions of ten (10) minutes will be rounded up to the next ten (10) minutes. 22.3 Rate Change After the initial two-year Contract term, and should the Contract be renewed, the rates contained in this Contract as the basis for payment for services shall be automatically adjusted annually, on the anniversary date in which shuttle services commence, as specified by the Notice to Proceed, by the same percentage as the Department of Labor Consumer Price Index (CPI) for Transportation for the Miami Beach Area, up to a maximum of four percentage (4%) points. If no publication is made for the month in which the adjustment is to be made, the base shall be the last preceding month for which publication is made. The index for the same month shall be compared annually to determine the percentage increase or decrease and the resulting percentage shall be applied to the rates to be paid for the ensuing year. City shall advise Contractor of any increase or decrease in rates resulting from such computation and City shall pay the Contractor the amount of such increase or deduct the amount of such decrease retroactively to the effective date thereof. If the Index is discontinued or replaced, or if the items incorporated in the Index are revised, an equitable adjustment will be made to result in developing a formula to be used to permit an annual adjustment to reflect any decline in the purchasing power of the payment schedule called for in this Contract. 22.4 Price Adjustment for Regulatory Changes If as a consequence of Federal, State or local legislation or regulations that are promulgated and become effective after the commencement of the services herein, Contract rate adjustments are indicated, either upward or downward, change in the Contract rate shall be negotiated between the City and the Contractor. Such price adjustment shall be requested and fully documented by the Contractor and may be audited by the City or its authorized representatives where required. 21 ARTICLE 23. LIOUIDATED DAMAGES The City reserves the right to assess liquidated damages to be applied against the Contractor's charges for services to the City as follows: 23.1 Should Contractor or any service vehicle be shut down by a cognizant authority, including the City, as a result of an unsatisfactory rating by the Florida Department of Transportation (FDOT), the City of Miami Beach Police Department (MBPD), or other applicable regulatory authority, and the vehicles shut down cannot legally operate, the City shall penalize the Contractor until a satisfactory report is obtained - $100.00 per vehicle per day. 23.2 Failure to obtain proper licenses and vehicle inspections and/or failure to comply with FDOT/MBPD mandated requirements - $100.00 per vehicle or driver, as applicable, per occurrence. 23.3 City reserves the right to review maintenance records, inspect and reject temporarily or permanently, by notice to Contractor, any Contractor-owned vehicle utilized which is deficient in mechanical condition or appearance - $100.00 per occurrence. 23.4 Failure to respond to wheelchair lift service request within a service day - $100.00 per occurrence. 23.5 Failure to properly tie down a wheelchair-bound client causing the wheelchair to become unfastened from one of its tiedown locations - $500.00 per occurrence. 23.6 Driver's action results in damage to the passenger doors/ exterior of a City-owned vehicle, necessitating replacement of log%r artwork - $100.00 per occurrence. 23.7 Failure to collect data for the ELECTROWAVE and to submit complete and accurate monthly summary report and billing by the 15th of the following month - $200.00 per month. Monthly report figures must coincide with daily trip sheet totals for the month. 23.8 Failure to operate the full complement of ELECTROWAVE vehicles during any scheduled service - $100.00 per occurrence. 22 23.9 Failure to submit accident reports to City's Contract Manager within 24 hours of occurrence - $50.00 each occurrence. 23.10 Failure to maintain staff level of drivers and dispatch personnel agreed upon between Contractor and City - $50.00 per staff person each day there is a shortage of trained staff. 23.11 In the event of one or more valid passenger complaints related to safety, serious operational deficiencies or discourtesy are received by the City's Contract Manager are received in any month - $100.00 per occurrence. 23.12 Failure of vehicle operator to wear proper uniform - $25.00 per occurrence. 23.13 The sum of liquidated damages (if any) will be deducted from the monthly payments made to the Contractor. Whatever sum of money may become due and payable to the City of Miami Beach by the Contractor under this Article may also be retained out of money belonging to the Contractor in the hands and possession of the City. It is agreed that this Article shall be construed and treated by the parties to this Contract not as imposing a penalty upon said Contractor for failing fully to complete said work as agreed to in this Contract, but as liquidated damages to compensate the City of Miami Beach because of the failure of the Contractor to complete said work fully, as specified in this Contract. ARTICLE 24. COORDINATION AND RESPONSIBILITIES 24.1 The City's Contract Manager will be the MBTMA Executive Director or his/her designee, and the Contractor shall accept instructions and approvals from the person so designated. 24.2 The Contractor shall submit in writing to the City, the name of the Contractor Coordinator who shall be a designated corporate officer or other individual employed by the Contractor. The City will notify the Contractor if the Contractor Coordinator is acceptable and approved. 24.3 The City will supply at no charge to the Contractor, information, data, records, and maps within the control of the City to accomplish the Contract objectives. The City shall cooperate and provide such reasonable technical assistance to the Contractor so as to facilitate the 23 accomplishment of Contract objectives. Nothing contained in this Article shall in any way relieve the Contractor from its responsibility to perform the services called for in this Contract. 24.4 The City may, at its discretion, at any time, place a City staff person at the Contractor.s facility to monitor or assist in the service delivery process. The Contractor shall provide the City staff person with a desk or equivalent work station and a dedicated telephone line at the dispatch site. The Contractor shall provide the City staff person with any and all information related to the Contract or service delivery as requested. ARTICLE 25. RECORDS. REPORTS AND DOCUMENTS 25.1 ReQuired Records For Contractors Providing Transportation Services The Contractor shall maintain such records and accounts including property, personnel, and financial records as are deemed necessary by the City to assure a proper accounting for all project funds. The system of accounting for project funds will be in accordance with Generally Accepted Accounting Principles (GAAP) and practices, consistently applied, and in accordance with any applicable local, federal, state laws or regulations. Data items which the Contractor will be required to submit to the City include, but are not limited to: (1) City provided original daily drivers. logs which may include any of the following information: a. Vehicle trip origin b. Scheduled leave time c. Actual leave time d. Each timed stop scheduled time e. Each actual arrival and leave time f. Each trip destination g. Scheduled arrival time h. Actual arrival and leave times i. Miles per vehicle trip (odometer readings) j. Scheduled hours of service k. Actual hours of service 1. Ridership per vehicle trip, if required 24 m. Vehicle number n. Driver's Name and Chauffeur Registration Number (2) Monthly Invoice Form (3) Cancellation and no-show logs (4) Bi-monthly listing of vehicles to be used. 25.2 Ouarterly Reports a. The Contractor is directed to file with the Miami Beach Transportation Management Association, 301 41st Street, Suite 502, Miami Beach, Florida 33140, attention Contract Manager, quarterly reports due on or before the 10th day of April, July, October and January, reporting the amount of contract monies received from the City on this project. b. The Contractor is required to file with the Miami Beach Transportation Management Association, 301 41st Street, Suite 502, Miami Beach, Florida 33140, attention Contract Manager, quarterly reports due on or before the 10th day of April, July, October and January, reporting the amount of contract monies received on private sector work. 25.3 Hurricane Plan The Contractor shall develop and submit to the City for review and approval a Hurricane Plan detailing procedures to be used in event of a hurricane critically affecting the South Florida area. The plan must establish directives and responsibilities for ensuring effective coordination and execution of emergency operation before, during and after a hurricane. The Hurricane Plan shall be delivered to the Contract Manager or his/her designee within sixty (60) days after execution of this Contract by the parties. 25.4 Operations Manual The Contractor shall develop and submit to the City for review and approval an Internal Operations Manual detailing all procedures to be used in the delivery of service. The Internal Operations Manual shall be delivered to the Contracting Manager within thirty (30) days after execution of this Contract by the parties and updated thereafter as may be deemed necessary by 25 the City and/or Contractor throughout the term of this Contract. 25.5 System Safety Program Plan The Contractor must provide to the City within thirty (30) days after execution of this Contract by the parties, a System Safety Program Plan (SSPP) and a Safety Certification as required under Florida Statute 341.061 (2) (a) and FDOT Rule 14- 90. By January 15th of each succeeding Contract year, the Contractor must re-certify their SSPP, in accordance with FDOT Rule 14-90, with the City. Continuation of services under this Contract will be contingent upon acceptance and approval by the City of the Contractor's SSPP. From time to time the City may require revisions to the SSPP, as required by local, State or Federal requirements. 25.6 Forms The City will also provide monthly invoice forms, complete with instructions for use. The Contractor shall furnish copies of all other forms and examples of record keeping to be used in implementing this Contract prior to service implementation. 25.7 Delivery of Reports and Documents The Miami Beach Transportation Management Association is the designated repository for all reports and documents prepared by the Contractor and submitted as part of this Contract. They shall be delivered by the Contractor to the Contract Manager or his/her designee. Reports and documents are not to be released to any other person or agency, without prior approval of the City except as necessary for the performance of services specified herein. Any public report or document developed under this program by the City will be provided by the Contractor. 25.8 Ownership of Reports and Documents All data prepared by the Contractor and provided to the City under this Contract, including but not limited to reports, plans, drawings, estimates, specifications, diagrams, computer printouts, programs, and calculations as well as all materials and data furnished to the Contractor by the City under the 26 provisions of this Contract shall be the property of the City; provided however, that the Contractor may use the technical content of such data and materials in the course of private business. 25.9 Publication and Publicity The Contractor may publish results of its function and participation in this Contract, after prior review, comments and concurrence of printing of the final draft by the City, and that such publications acknowledge that the project is supported by funds granted by the City of Miami Beach, FDOT, any other agency participating as specified by the City and/or MBTMA pursuant to the provisions and guidelines of same and that three (3) copies of each such publication are furnished to the City. All written releases, including plans and information to be published in newspaper magazines, advertisements, etc., are to be channeled through the City for prior approval before release. ARTICLE 26. AUDIT AND INSPECTION OF RECORDS The Contractor agrees that, during regular business hours, the City, the State of Florida, the U.S. Department of Transportation, U.S. Department of Labor and representatives of the Comptroller General of the United States, or their duly authorized representatives shall have the right to audit, examine, and make excerpts and transcripts from the Contractor's records with respect to matters covered in this Contract and to make audit of all contracts, invoice materials, payroll records of personnel, conditions of employment, and other data relating to all matters covered by this Contract during the period of this work. All records must be kept for at least three (3) years after the City makes final payment and all other pending matters are closed. Records must be available in the City of Miami Beach, Florida within 48 hours after a request is made. ARTICLE 27. DISALLOWANCE In the event funds paid to the Contractor under this Contract are subsequently properly disallowed by City, or State agencies within three years because of accounting errors or charges not in conformity with this Contract, the Contractor shall refund such disallowed amounts to the City promptly. 27 ARTICLE 28. REGULATORY REOUIREMENTS Prior to commencement of the services and, thereafter, throughout the term of the Contract, the Contractor shall be responsible for obtaining permits, certificates, and/or licenses (as applicable), as required by the City, County, State, and Federal agencies and will maintain such permits, certificates, and licenses current during the term of the Contract. In no event will the Contractor commence (or continue to perform) the services until any and all applicable regulatory permits, certificates, and licensing requirements are satisfied. ARTICLE 29. TERMINATION FOR CONVENIENCE THE CITY MAY AT ANY TIME, AT ITS SOLE DISCRETION, WITHOUT CAUSE, TERMINATE THIS CONTRACT ALL, OR IN PART, FOR ITS CONVENIENCE, UPON THIRTY (30) DAYS WRITTEN NOTICE TO THE CONTRACTOR. IN THE EVENT OF SUCH TERMINATION, THE CITY SHALL CALCULATE THE OUTSTANDING PAYMENTS DUE THE CONTRACTOR IRRESPECTIVE OF THE MANNER IN WHICH PAYMENTS ARE TO BE MADE UNDER THIS CONTRACT. ALL PAYMENTS MADE TO THE CONTRACTOR SHALL BE THE TOTAL EXTENT OF THE CITY'S LIABILITY TO CONTRACTOR UPON A TERMINATION AS PROVIDED IN THIS ARTICLE. IF AFTER SUCH CALCULATIONS HAVE BEEN PERFORMED, THE SUM OWED THE CONTRACTOR IS LESS THAN THE AMOUNTS PAID UNDER THIS CONTRACT, THE CITY WILL NOTIFY THE CONTRACTOR OF THE AMOUNT OWED TO THE CITY, WHICH SHALL IMMEDIATELY BE REMITTED TO THE CITY. ARTICLE 30. TERMINATION FOR CAUSE The Contractor will be in default under the Contract if it commits a breach of the Contract deemed material by the City, said breach to be determined material at the City's sole discretion and determination. Where such a default occurs the City may terminate the Contract and, additionally, suspend the Contractor from doing business with the City for a period of one year. The City may also require the Contractor to reimburse the City for the re-procurement cost incurred by the City as a result of re-awarding or completing the contract. The City may, at its sole discretion, waive a default by the Contractor, but no such waiver, and no failure by the City to take action, shall be deemed a waiver of any subsequent default. Notwithstanding the above, the Contractor shall be entitled to written notice by registered or certified mail of alleged violations and be given fifteen (15) calendar days to correct any violation. Should the 28 violation not be corrected to the City's satisfaction, within the fifteen (15) calendar day period, the above termination shall be effectuated. ARTICLE 31. ASSIGNMENT The Contractor shall not enter into any subcontracts, retain consultants, or assign, transfer, convey, sublet, or otherwise dispose of the ensuing Contract or any or all of its rights, title or interest herein, or its power to execute such contract to any person, company or corporation without the prior written consent of the City. Consent of the City does not confer upon the sub- contractor any direct right of action against the City or involve the City in any expense. ARTICLE 32. PERSONNEL In submitting their Statement of Qualifications, Contractors are warranting that the personnel in their Statement of Qualifications shall be available to perform the services described, barring illness, accident or other unforeseeable events of a similar nature in which case the Contractor must be able to provide a qualified replacement. All replacements must be approved by the City prior to providing services. Furthermore, all personnel shall be considered to be at all times, the sole employees of the Contractor under its sole direction, and not employees or agents of the City. ARTICLE 33. CONFLICT OF INTEREST 33.1 The Contractor shall not be an employee of the City of Miami Beach. 33.2 No member, officer or employee of the City during their tenure or for two years thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. 33.3 The Contractor warrants that no person or company has been employed or retained to solicit or secure this Contract upon a contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees; nor has the Contractor paid or agreed to pay any person, company, corporation, individual or firm other than a bonafide employee, any fee, commission, contribution, donation, percentage, gift or any other consideration, contingent upon, or resulting from award of this Contract. For any breach or 29 violation of this provision, the City shall have the right to terminate this Contract without liability and, at their discretion to deduct from the Contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration and any other damages and shall be responsible for reporting the details of such breach or violation to the proper legal authorities, where and when appropriate. No employee, officer, or agent of the City shall participate in selection, or in the award or administration of this Contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: a. the employee, officer or agent, b. any member of his immediate family, c. his or her partner, or d. an organization that employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. City officers, employees or agents shall neither solicit nor accept gifts, gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to subcontracts. ARTICLE 34. NON-EXCLUSIVITY The City reserves the right to directly contract with other public, private for-profit or non-profit transportation providers for serVlces and to perform the function of a transportation Contractor at any time The City reserves the right to solicit at any time vendors wishing to participate in the provision of transportation services at the sole discretion of the City. The City further retains the right to enter into contractual arrangements with other parties to meet the transportation needs of the public. ARTICLE 35. RULES. REGULATIONS. LICENSING REOUIREMENTS The Contractor shall perform its obligations hereunder in compliance with any and all existing and future laws, statutes, ordinances, codes, rules, regulations and procedural requirements, whether 30 Federal, State, or Local which are applicable to or in any manner affect the performance of this Contract and the services contemplated herein, especially those applicable to conflict of interest and collusion. The Contractor is presumed to be familiar with all Federal, State and local laws, statutes, ordinances, codes, rules and regulations, that may in any way affect the services, especially Executive Order No. 11246, entitled "Equal EmploYment Opportunity" and as amended by Executive Order No. 11375, as supplemented by the Department of Labor Regulations (41 CFR, Part 60), FDOT Rule 14-90, Prevention of Prohibited Drug Use In Transit Operations (49 CFR Part 653), Prevention of Alcohol Misuse in Transit Operations (49 CFR Part 654), the Americans with Disabilities Act of 1990 and implementing regulations, the Rehabilitation Act of 1973, as amended, Chapter 553 of Florida Statutes and any and all other local, State and Federal directives, ordinances, rules, orders and laws relating to people with disabilities. Ignorance on the part of the Contractor will in no way relieve it from responsibility. ARTICLE 36. AVAILABILITY OF CONTRACT TO OTHER CITY DEPARTMENTS Although this Contract is specific to a City Department, it is hereby agreed and understood that any City department or agency may avail itself of this Contract and purchase any and all services specified herein from the Contractor at the Contract price(s) established herein or obtained through the procedure. Under these circumstances, a separate Purchase Order shall be issued by the City which identifies the requirements of the additional City department(s) or agency(ies). ARTICLE 37. WAIVERS No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the City to exercise any remedy reserved to it in this Contract, it shall not be necessary to give any notice, other than notice as may be herein expressly required. In the event any provision contained in this Contract should be breached by the Contractor and thereafter duly waived by the City, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Contract shall be established by conduct, custom or course of dealing, 31 but solely by an instrument in writing duly executed by the City. ARTICLE 38. LITIGATION JURISDICTION/VENUE This Contract shall be enforceable in Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Dade County, Florida. ARTICLE 39. LIMITATION OF CITY.S LIABILITY The City desires to enter into this Contract only if in so doing the City can place a limit on the City'S liability for any cause of action for money damages due to an alleged breach by the City of this Contract, so that its liability for any such breach never exceeds the sum of $10,000. Contractor hereby expresses its willingness to enter into this Contract with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum of $10,000. Accordingly, and notwithstanding any other term or condition of this Contract, Contractor hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $10,000. Nothing contained in this paragraph or elsewhere in this Contract is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes. ARTICLE 40. RFP AND PROPOSAL INCORPORATED BY REFERENCE RFP No. 40-96/98 for Management and Operation of Shuttle Services, together with all amendments thereto, and Contractor's proposal in response thereto, are hereby incorporated by reference into this Contract. In construing the rights and obligations between the parties, the order of priority in case of conflict between the documents shall be as follows: 1. This Contract. 2. The other Exhibits to this Contract. 3. RFP No. 40-96/98, together with all amendments thereto. 4. Contractor's proposal in response to the RFP. 32 IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first herein above set forth. RED TOP TRANSPORTATION, INC. ATTEST: By, ltlJl~7 Secretary . By: ;JJl~ Louis R. Cicerone President (SEAL) CITY OF MIAMI BEACH, FLORIDA By: ~f~ City Clerk ATTEST: (opcontl) APPROVED /IS TO FORM & lANGUAGE & FOR EXeCunON ... ~ 33 EXHIBITS A. ELECTROWAVE route and stop locations B. Red Top Transportation, Inc., Operations Budget for ELECTROWAVE. C. Perfo~ance Bond Fo~ (from RFP No. 40-96/98). D. Insurance Requirements and Checklist (same RFP) . E. Disability Nondiscrimination Affidavit. F. List of City-Provided Vehicles. NOTE: This Contract does not include vehicle maintenance services, maintenance parts and materials, electricity, or propane fuel. 34 I~ '. ........'.: :.... . . . "'.::\~~.':,: : .' ,....~... . . ~:." ,: . ~. '",0:';. . . . . '.' ." . ..' .... ......,'; .~. :'", Atlantic Ocean Biscaync Bay PROPOSAL I-Ago 6 or 10 PROPOSAL FORM - COST j)'ROPOSAL YEAR ONE ELECfRIC WAVE COST BASED ON 35,3.60 . FIXED' COST Labor: . . Managcme~t Salaries Dispatch Salaries PIR Taxes Health lng. Incentive .Benefits: .Workers Compensation Insur.am:c F.cllltit:t: Telephone Mainte~.ce Tools & GquipTTH:nt Two Mini-Bus~ I Back-up Auto AHoV(' for Supervisor & Safety . . '; Other eost: Radio Main'tCnlUlCC Supplies O~ce I MisceUaneous Physicals I Drug Screens Recru1ttnent .. . .. Misc.1 Other (CopicrlFax/FurIlUurelEtc.) Uniforms IDlonnee " Doud" " TOTAL FIXED COST FIXED MONTHLY RATE RFP No.: 40-96/97 Date: 3/5197 . . . " :: . . ::: ....::..:. '.:'.. . . .';.:-.: . .:.. .:. . .:::.:.:"::.? :<~~'. :':', :.:..(.~ $ fr.~...4D.(t 9.4.600 .18,300. .9).00 -'Z.85,O 23,550 .-3.600.. -.11:: - 0= 5,2QO. -0- ~&OO.. S .0.00 1.50Q. 4000 5.000. 71,..1\00 S133..4oo S 21.18.J. '. ~j. SERVICE HOURS EXHIBIT B , Manager I Safety 1li.AOO. 26.000 .... I ... : 1. . . .. , , I'ROI'OSAL PAGr~ 7 OF 10 VA~I ^ F;Le." C{)~TS Labor: .. . Driver', Wages , BcucfitJ: Payroll Taxes Hoolth Insuronce Other Specify (lnc~l\livc) Workers Compensation IIl~urance OverheAd and prom. Total variabl- c:o.t: Variable TOTAL COST (Monthly) ANNUAL CONTRACT COST (All services combined) REGULAR HOURLY RATE HOUIU..Y RATE fl'OR OUT-O}t' CONTRACT SERVICIt:S PERJi'OUMED OUTSIDE NORMAL OrEllA TING nOURS " RFP No.: 40-96197 DATE: 3/5/97 .. $ 368,160. 42,900. 26.000. 18,40.0" 5.5..250, 84.400, 595,110. S 49,592. $ 928.ll0. s_1.6.25 $__31.QO CITY or MIAMI BEACH 56 .-. -- --- EXHIBIT C PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS that as Principal, hereinafter called Contractor, and as Surety, hereinafter called Surety, are held and firmly bound unto the City of Miami Beach, Florida, as Obligee, in the amount of ($ ) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated entered into a Contract with Owner for: RFP NO. 40-96/98, MANAGEMENT AND OPERATION OF TRANSIT SERVICES" in accordance with the tenns and conditions of said Contract, which is hereby referred to and made a part hereof as if fully set forth herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bounded Principal shall well and truly keep, do and perform each and every, all and singular, the matters and things in said Contract set forth and specified to be by said Principal kept, done and performed, at the times and in the manner in said Contract specified, or shall pay over, make good and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the part of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect, subject, however, to the following conditions: Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Contract Bond Fonn January 1989 RFP NO.: DATE: 40-96/98 3/5/97 CITY OF MIAMI BEACH 20 In WITNESS WHEREOF, the above bounden parties have caused this Bond to be executed by their appropriate officials of the day of Witnesses: PRINCIPAL (If sole Proprietor or partnership) (Firm Name) By Title:(Sole Proprietor or partner) PRINCIPAL (If Corporation) (Corporate Name) By (President) Attest: (Secretary) (CORPORATE SEAL) COUNTERSIGNED BY RESIDENT FLORIDA AGENT OF SURETY: SURETY: (Copy of Agent's current License as issued by State of Florida Insurance Commissioner . shall be attached hereto) BY: RFP NO.: DATE: 40-96/98 3/5/97 CITY OF MIAMI BEACH 21 CERTIFICATE AS TO CORPORATE PRINCIPAL I, , certify that I am the Secretary of the Corporation named as Principal in the foregoing bond; that who signed the said bond on behalf of the Principal, was then of said Corporation; that I know hislher signature, and said signature hereto is genuine; and that said bond was duly signed, sealed, and attested for and in behalf of said Corporation by authority of its governing body. Secretary Corporate Seal ACKNOWLEDGMENT OF ATTORNEY -IN-F ACT SURETY STATE OF FLORIDA) 55 COUNTY OF ) Before me, a Notary Public, duly commissioned, qualified and acting, personally appeared , who says that (s)he is the Attorney-in-Fact for the (Surety) and that (s)he has been authorized by the Surety to execute the foregoing bond on behalf of the Surety named therein in favor of the City of Miami Beach, Florida. Said person is _ personally known to me, or _ has produced (specify type of identification, l.e., driver's license and number, state of issue, etc.) and _did take an oath, or _ did not take an oath attesting to the truth and correctness of the statements made. WITNESS my hand and official seal, at the County and State aforesaid, on the day and year aforesaid. (Attach Power of Attorney) Notary Public State of Florida-at-Large My commission Expires: RFP NO.: DATE: 40-96/98 3/5/97 CITY OF MIAMI BEACH 22 EXHIBIT D B. INSURANCE REQUIREMENTS See Insurance Check List for applicability to this contract. A. The Contractor shall be responsible for its work and every part thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular project. The Contractor shall specifically and distinctly assume, and does so assume, all risks of damage or injury to property or persons used or employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from any action or operation under the contract or in connection with the work. It is understood and agreed that at all times the Contractor is acting as an independent contractor. B. The Contractor, at all times during the full duration of work under this contract, including extra work in connection with this project, shall meet the following requirements: I. Maintain Worker's Compensation and Employer's Liability Insurance to meet the statutory requirements of the State of Florida. 2. Maintain Commercial General Liability Insurance in amounts prescribed by the City (see checklist for limits) to protect the Contractor in the interest of the City against all risks of injury to persons (including death) or damage to property wherever located resulting from any action or operation under the contract or in connection with the work. This policy is to provide coverage for premises/operations, independent contractor, broad form property damage, products/completed operations and contractual liability . 3. Maintain Automobile Liability Insurance including Property Damage covering all owned, non-owned or hired automobiles and equipment used in connection with the work. 4. Maintain any additional coverage required by the City as indicated on the Insurance Check List. 5. Name the City of Miami Beach as an additional insured on all liability policies required by the Contract. When naming the City of Miami Beach as an additional insured, the insurance companies shall agree and will endorse the policies to state that the City will not be liable for the payment of any premiums or assessments. 6. No change or cancellation in insurance shall be made without thirty (30) days written notice to the City. 7. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida, and those companies must have a rating of at least B+: VI or better per Best's Key Rating Guide, latest edition. RFP NO.: DATE: 40-96/98 3/5/97 CITY OF MIAMI BEACH 23 8. Original signed Certificates ofInsurance, evidencing such coverage and endorsements as required herein, shall be filed with and approved by the City before work is started. The certificate must state Bid Number and Title. Upon expiration of the required insurance, the contractor must submit updated certificates of insurance for as long a period as any work is still in progress. 9. It is understood and agreed that all policies of insurance provided by the Contractor are primary coverage to any insurance or self-insurance the City possesses that may apply to a loss resulting from the work performed in. the Contract. C. The liability insurance coverage shall extend to and include the following contractual indemnity and hold harmless agreement: "The Contractor hereby agrees to indemnify and hold harmless the City of Miami Beach, a municipal corporation, its officers, agents, and employees from all claims for bodily injuries to the public in and up to the amount of $1,000,000 for each occurrence and for all damages to the property of others in and up to the amount of $1 ,000,000 for each occurrence per the insurance requirement under the specifications including costs of investigation, all expenses of litigation, including reasonable attorney fees and the cost of appeals arising out of any such claims or suits arising out of any and all acts or omissions by the Contractor, its agents, servants, or employees, or through the mere existence of the project under contract." The foregoing indemnity agreement shall apply to any and all claims and suits other than claims and suits arising out of the sole and exclusive negligence of the City, its officers, agents, and employees, as determined by a court of competent jurisdiction. 1. The Contractor will notify its insurance agent without delay of the existence of the Hold Harmless Agreement contained within the Contract, and furnish a copy of the Hold Harmless Agreement to the insurance agent and carrier. 2. The Contractor will obtain and maintain contractual liability insurance in adequate limits for the sole purpose of protecting the City under the Hold Harmless Agreement from any and all claims arising out of contractual operations. . D. All policies issued to cover the insUrance requirements herein shall provide full coverage from the first dollar of exposure and shall be made available to the City upon request to the Contractor. No deductibles will be allowed in any policies issued on the Contract unless specific safeguards have been established to assure an adequate fund for payment of deductibles by the insured and approved by the City. E. Compliance by the Contractor with the foregoing requirements as to carrying insurance and furnishing copies of the insurance policies shall not relieve the Contractor of its liabilities and obligations under any Section or provision of the Contract. RFP NO.: DATE: 40-96/98 3/5/97 CITY OF MIAMI BEACH 24 F. Insurance coverage required shall be in force throughout the contract term. Should the Contractor fail to provide acceptable evidence of current insurance within seven days of receipt of written notice at any time during the Contract term, the City shall have the right to consider the Contract breached and declare a default by the Contractor. G. If the Contractor does not meet the insurance requirements of the specifications, alternate insurance coverage, satisfactory to the City, may be considered. RFP NO.: DATE: 40-96/98 3/5/97 CITY OF MIAMI BEACH 25 DISABILITY NONDISCRIMINATION AFFIDAVIT EXHIBIT E CONTRACT REFERENCE NAME OF FIRM, CORPORATION, OR ORGANIZATION AUTHORIZED AGENT COrvfPLETING AFFIDAVIT: PHONE NUMBER ( ) .;.. ."-- POSITION I, , being, duly first sworn state: That the above named firm, corporation or organization is in compliance with and agrees to continue to comply with, and assure that any subcontractor, or third party contractor under this project complies with all applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction. The Americans with Disabilities Act of 1990 (ADA): Pub. L. 101-336, 104 Stat 327, 42 U.S.C. 12101- 12213 and 47 U. S. C. Sections 225 and 611 including Title I, Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated by Private Entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. The Rehabilitation Act of 1973: 29 U.S.C. Section 794. The Federal Transit Act, as amended: 49 U.S.C. Section 1612. The Fair Housing Act as amended: 42 U.S.C. Section 3601-3631. Signature Date SUBSCRIBED AND SWORN TO (or affirmed) before me on by (Date) . He/She is personally known to me or has (Affiant) presented as identification. 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