Res. No. 016-99-10641RESOLUTION NO.16-99-10541
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI,FLORIDA AUTHORIZING THE
EXECUTION OF AN AGREEMENT FOR TROLLEY SYSTEM
SERVICES WITH HEALTH TRANS,INC.WITH DISBURSEMENT
FROM ACCOUNT #610-1120-554-4420,"CRA RENTAL/LEASE
VEHICLE."
WHEREAS,the Cityof South Miami and South Miami Community Redevelopment
Agency desire to establish a trolley system in the Community Redevelopment Agency area for
the benefit of the public;and
WHEREAS,Health Trans,Inc.has agreed to provide the necessary services to operate
and maintain the desired system in the community Redevelopment Agency area.
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF SOUTH MIAMI,FLORIDA:
Section 1.That the City Manager and City Attorney are authorized to negotiate and
execute an agreement,in the form attached as Exhibit"1,"with Health Trans,Inc.for the
provision ofa trolley system in the Community Redevelopment Agency area.
Section 2.That the City shall,through appropriate agreements,assign the contract
with Health Trans,Inc.to the South Miami Community Redevelopment Agency.
Section 3.Fundingforthis Agreement shallbepaidfrom Account No.610-1120-
554.4420,CRA Rental/Lease Vehicle.""
Section 4.That this Resolution shall be effective upon adoption.
PASSED AND ADOPTED by the City commission this 19 day of January
1999.
ATTEST:
/TLtzC —v?^^
CITY CLERK
READ AND APPROVED AS i RM:
z/£>£z£jh/L.
CITY ATTORNEY
MAYOR
COMMISSION VOTE:
Mayor Robaina:
Vice Mayor Oliveros:
Commissioner Feliu:
Commissioner Bethel:
Commissioner Russell
5-0
Yea
Yea
Yea
Yea
Yea
CITY OF SOUTH MIAMI
INTER-OFFICE MEMORANDUM
To:Mayor and Commissioners Date:January 14,1999
/?/f)nlA^A9enda ,tem #IFrom:Charles Scurr /f Vm ^Subject:Commission Meeting
City Manager /Ajr^January 19,1999
^Agreement -Health Trans,Inc.
TheSouth Miami Community RedevelopmentAgency Board approvedaprojectto
implement a Trolley system in the city utilizing theservicesofSouth Florida Trolley,Co.,
Inc.Circumstancesprevented finalization ofacontract with that company.Vice Mayor
Oliveros wasinstrumental in assisted in locating another companytoprovideaproposal.
HealthTrans,Inc.will provide trolley services for the SMCRAfora cost of$32.80per
hour based upon66.5 hours per week of operation.($1960 permonthto lease the19
passenger old-style trolley,plus $26.00 per hour for operation,maintenance,etc.The
initial agreement will beforatotal amount of approximately $220,000 and will cover the
periodof January 21,1999through December 2000.Disbursement will bepaidfrom
account #610-1120-554-4420,CRA-Rental/Lease Vehicle.This account has a balance
of $225,000.00.
The trolleyis air-conditioned,ADA equipped with2 spaces for wheelchairs.
The CRA will have rightsto any revenue generated from advertising on the trolley.
Health Trans,Inc.(adivisionof Coach USA)is already an approved provider in Miami-
Dade County,and isin process ofobtaining the appropriate certificate for the typeof
service being provided to South Miami.
Adraftof the required interlocal agreement between the City and Miami-DadeCountyfor
transportation services ison the 1/19/99 agenda for approval.
The trolley will operate 66.5 hours per week.The trolley route and hours of operation
will be defined at a later date,but will include stops at the South MiamiMetrorail Station,
City Hall/Library,ShopsatSunset Place,astopon 73rd Street,and possibly astop at
Sheraton 4 Points Hotel.The entire route should be complete every 20-25 minutes.
The companies interviewed regarding services are:
American Bus Lines Company declined to submit proposal because they didnot
Coach USA believe it was profitableto operate only one trolley.
Health Trans Submitted proposal on January 13,1999.That proposal has
(A division of Coach USA)incorporated into the attached proposed contract.
Cable Car Concepts Did not submit proposal and has gone outof business.
South Florida Trolley Submitted a proposal that was negotiated,but failed to
finalize.
Club Limousine Service $43.00 per hour for a mini-bus (Trolley service proposal not
yet received)
Staffhad originally considered 40to45 hours perweekofservice which would have
covered service for a two-year period,but after receiving community input,and after
receiving citizeninput,andcarefulanalysis,determinedthat reliable servicewould
require a minimum of 66.5 hours per week.This will allow servicetobegin before the
lunch hour,andcontinueto allow shoppersand employees to utilize the serviceto return
to their vehicles after shopping or working in the downtown area.The added stopon
73F wilf affow residents within the CRA area to utilize the trolley for grocery shopping.
We believe thatthis level of service will initiate the service in suchawaythat citizens
will knowtheycancountontheservice during thehoursitismostneeded.Promotional
materials and route schedules will be created and distributed.Advertising revenue
estimates have not yet been determined.The fixed cost of $1960 for lease of the
vehicle with theadded $26.00 per hour givesus additional flexibility in adding hours.If
we receiveadditionalfundsfor expanded operation,and decide there isaneed,the
additional service can be added atonly$26.00per hour.Health Trans,Inc.hasafleet
of vehrcfes andcan provide a mini-bus tocover arty downtimewemayexperiencewith
the trolley.
Thecontract presented for yourapprovalhasallofthe same provisionsasthe earlier
contractwith South Florida Trolley,and enables theCity to increase or decrease levels
of service as deemed appropriate.
\recommend approval.
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DRAFT
DRAFT-1/15/99
AGREEMENT
THIS AGREEMENT is entered into between the City of South Miami (City),and Health
Trans,Inc.(Vendor).
WHEREAS,the City and the South Miami Community Redevelopment Agency (SMCRA)
have requested proposals for the operation of aDowntown Trolley System (System or Trolley);and
WHEREAS,Vendor has provided the most responsive and responsible proposal
NOW,THEREFORE,ITIS AGREED BETWEENTHEPARTIESAS FOLLOWS:
Section 1,Recitals Incorporated.
Thattherepresentationscontainedabovearetrueandcorrect.
Section 2.Vehicle Service.
Vendor shall provide a trolley vehicle to the City/SMCRA commencing January 21,1999,
and terminating December 31,2000.The vehicle shall comply with vehicle specifications'
as described on Exhibit "A,"attached.The term of the use may be extended by the
agreement oftheparties.
Section 3,Citv/SMf!R A Responsibility
3.1 The City or,if this Agreement is assigned,the South Miami Community
Redevelopment Agency (SMCRA)shall be responsible for establishing all policy
relative to the Trolley,including routes,school ridership,schedules,advertising or
other matters that effect the service provided.
3.2 The City/SMCRA shall designate all transit stops and the installation and maintenance
of transit stopsigns.
3.3 The City/SMCRA shall be responsible for marketing the transit system including the
preparation of flyers announcing schedules and routes.
Section 4,Vendor Responsibilities
4.1 Vendor shall be responsible for the day to day operation,maintenance and repair of
the trolley during the charter use term.The Vendor shall operate the trolley pursuant
to all applicable governmental requirements,and shall obtain all necessary Federal,
61/15/1999 13:07 8957629 NOMIAMICITYATTY PAeE 05
State and County permits and licenses,at Vendor's sole expense.Vendor expressly
agrees to meet all County requirements and shall adhere to all provisions of any
mterlocal agreement entered into between the County and the City and/or the
SMCRA,.and acopy ofthe form of such agreement is attached as Exhibit "B."
4.2 Vendor shall be responsible forproviding an Operations Manual which shall include
provisions regarding:
a)Vehicle Operating Procedures;
b)Driver Conduct;
c)Communications Operating Procedures;
d)Safety Procedures;
e)Accident Procedures;
f)Administration and Reporting Procedures.
4.3 Vendor shall provide Administrative services including:
a)Trolley Manager;
b)Office Procedures;
c)Downtime Procedures;
d)Communications Procedures;
e)Regularly Scheduled Safety Meetings;
f)Accountingsystems.
4.4 Vendor shall provide a communications system which shall include:
a)Trunked 900 MHZ radio system;
b)Vehicle and fully portable hand-held radios;
c)Personnel trained in the use of such equipment.
4.5 Vendor shall provide and maintain the following records:
a)Driving Schedules;
b)Management Reports;
c)Passenger Counts (per trip);
d)DailyTripSheets.
Section g.Contract Performance StanH?Trf?
In providing the services required under this Agreement,Vendor shall meet the following
performance standards:
5.1 The system must be operational no later than January 21,1999.
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5.2 The trolley shall run for aminimum ofsixty-six and one half (66.5)hours per week.
5.3 The City/SMCRA reserves the right to establish and make changes in the route,hours,
and days ofthe operation ofthe trolley,upon 24-hour notice.The hours ofoperation
will be aimnimum of 66.5 hours per week,and the City/SMCRA shall establish all
holiday schedules as deemed necessary.
5.4 At a minimum,vehicle exteriors shall be washed twice weekly.Interiors shall be
swept,trash emptied,dusted and spot mopped at least once daily;interiors shall be
fully mopped,windows cleaned and driver's area cleaned at least once weekly,and
shall be fully cleaned throughout at least once monthly including drivers'area,
dashboards,window,ceiling,walls,seats,and all other interior areas.
5.5 No vehicle shall be dispatched for service without a properly functioning air
conditioning and heating system,,as described in the "Vehicle Requirements"section.
5.6 All vehicles)must be safe for the provision of service.Any vehicle in service
considered unsafe shall be replaced immediately.Vehicle(s)deemed by the
City/SMCRA to be unsatisfactory due to such matters as multiple torn seats,loose or
broken seats,cracked windshields or other causes shall be removed from service after
the day of discovery ofthe discrepancies,and shall notbe returned to service until the
problems have been remedied,as determined by the City/SMCRA.
5.7 Vehicles)shall have City/SMCRA approved route signs and clearly visible interior
placards noting telephone numbers to register complaints.
5.8 All vehicle drivers hired by the Vendor shall comply with the requirement to wear the
uniform agreed toby Vendor and the City/SMCRA.
Section^Transit Routes.
6.1 The non-fixed route will be approximately 2.5 miles.Trolley stops,including school
usage,will be determined by the City/SMCRA,and may change according to
ridership and other considerations as determined by the City/SMCRA.
Section 7.Personnel Requirements
7.1 Vendor shall designate aTrolley Manager who will oversee the complete operation
of the System.
61/15/1999 13:67 8957829 NOMIAMICITYATTY
PAGE 88
h.No one shall be permitted to smoke,eat,drink or play a radio (other than
necessary driver/dispatcher radios)while on the vehicle(s).
Section g.Vehicle R^nremyntS,
8.1 Vendor shallacquire and provide the vehicles)to operate the System.Anadditional
vehicle shall be available as abackup in the event ofmechanical breakdown.The
maximum response time from the time ofavehicle breakdown until areplacement
vehicle arrives shall be two (2)hours.The replacement vehicle shall meet all vehicle
requirements inthis Agreement.
8.2 Each vehicle shall have aminimum of nineteen (19)seats,appropriately arranged and
designed to provide safe and comfortable seating for passengers,and will be equipped
with a wheel chair lift.
8.3 Vehicle(s)shall be identified with signage or logos as the "SMCRA Trolley"or other
identification as specified by the City/SMCRA.Signs shall be conspicuously
displayed on the front,sides and rear of the vehicle(s).
8.4 The vehicles)shall have ahistorical trolley appearance.The vehicles)shall be
completely enclosed,with shades or blinds to protect passengers from direct sunlight.
The vehicle(s)shall be similar in appearance and use the same color scheme as
specifiedbytheCity/SMCRA.
8.5 The vehicles)shall have air conditioning and heating systems that are fully operative
every day the vehicle is in service.The air conditioning system shall be of sufficient
size and capacity to provide a cooling effect throughout the vehicle,with cold air
blowinginall sections ofthevehicle.
8.6 Spaces shall be available in the interior of the vehicle for displaying transit system
routes,schedules and promotional announcements,as determined bv the
City/SMCRA.
8.7 The front,sides and rear of the vehicles shall be equipped for exterior advertising.
The City/SMCRA reserves the right to sell advertising in and on the vehicles and
retainallrevenuesfromsuchsalesoruse.
8.8 Vehicles used by Vendor shall be available for inspection by the City/SMCRA prior
to being placed in service and at any time thereafter at City/SMCRA's discretion.
81/15/1999 13:87 8957829 NOMIAMICITYATTY PA6E 89
8.9 Vendor shall comply with all applicable laws and regulations relative to handicap
accessibility,and will comply withall requirements ofthe Americans with Disabilities
Act
Section 9.Condition and Maintenance ofVehicles
9.1 Vehicle(s)shall be in excellent working condition,both operationally and in
appearance.All vehicle(s)and required equipment shall be kept in good repair and
condition satisfactory totheCity/SMCRA.
9.2 Vendor shall initiate and maintain an effective safety and mechanical inspection
program.The City/SMCRA reserves the right,in its sole discretion,to inspect and
reject temporarily or permanently any vehicle Contractor proposes to use or
subsequently utilizes which the City/SMCRA deems unacceptable for reasons of
safetyor disrepair.
9.3 All vehicle(s)required to be utilized for this contract shall be safe for operation on
public streets and highways and meet all requirements of the Florida Department of
Transportation and of Miami-Dade County.All parts of the vehicle and equipment
mounted on or in the vehicle shall conform,at a minimum,to all applicable motor
vehicle safety standards.
9.4 At all times,Vendor shall cause all components of each vehicle,including its body,
frame,furnishings,mechanical,electrical,hydraulic,or other operating systems to be
maintained according to manufacturers recommendations and shall be in proper
working condition,free from damage and malfunction.Vendor shall cause any
vehicle damaged in any accident or otherwise to bereplaced or repaired immediately.
Vendor,at its sole cost and expense,shall provide fuel,lubricants,repairs,parts and
supplies required for the maintenance and operation of all vehicle(s)utilized in
providing service.
9.5 Vendor is responsible for maintaining the vehicle's appearance.Vehicles)must be
keptcleanin accordance withthe Contract Performance Standards section.
S&ction 1Q-Recordkeeping.Reporting and Auditing.
10.1 Vendor shall maintain all project records as requested by the City/SMCRA.Vendor
shall permit authorized representatives of the City/SMCRA to examine all data and
records related to the project or according to the scheduled reporting periods.All
project records prepared by Vendor shall be owned by the City/SMCRA and be made
available to the City/SMCRA atno additional charge.
81/15/1999 13:67 8957629 NOMIAMICITYATTY PAGE 18
10.2 Additional documentation ofthe project will be provided through passenger surveys.
It is the responsibility ofVendor to insure the cooperation ofall personnel with any
operational procedures penaining to survey work including the distribution and
collection of survey questionnaires,etc.
10.3 Vendor shall record on a daily basis and report weekly to the City/SMCRA all
disruptions in service;late service;vehicle breakdowns;accidents;vehicles)out of
commission and any other incident affecting service.
10.4 The trolley manager shall document passenger complaints and describe any actions
to resolve such complaints onaweekly basis.
10.5 On amonthly basis,the trolley manager shall provide reports on ridership by route by
triptothe City/SMCRA.
10.6 A complete and separate set ofbooks,accounts and/or records shall be maintained by
Vendor,which records shall show details of transactions pertaining to the
management,maintenance and operation of onlythissystemunderthe terms ofthis
agreement.System transactions shall notbe co-mingled with Vendor's other
operations,if any.Vendor's records shall be kept with sufficient detail to constitute
an audit trail to verify that any and all costs charged to the system created by this
agreement are in fact dueto operation pursuant tothis contract,and notdueto other
operations by Vendor.
Section 11.Pre-Service Requirements
The following items shall be delivered to the City/SMCRA by Vendor at least three (3)days
prior to the start of service and are subject to approval by the City/SMCRA:
11.1 An operations manual for the System which documents all operation procedures and
policies,including but not limited to the following:
a.Vehicle operating procedures;
b.Communications operating procedures;
cDriver conduct;
d.Safety procedures;
c.Accident procedures;
f.Administration and reporting procedures;
g.Other operating procedures and policies as required for proper operation of
the system.
11.2 Job description for drivers and administrative personnel.
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81/15/1999 13:87 8957829 NOMIAMICITYATTY PAGE 11
11.3 Maintenance procedures for all vehicle(s).
11.4 Final transit system schedules.
11.5 Training procedures forvehicle drivers.
11.6 Review and comment on schedules,routes and other issues relating to initial operation
ofthe transit systemina safe,reliable and efficient manner.
Secp'on,12.Indemnification
Vendor shall indemnify,defend and save harmless the South Miami Community
Redevelopment Agency,the City of South Miami,and their agents,employees,officers,and
Coinmissioners,from or on account ofany injuries or damages,received or sustained by any
person or property during oron account of any operations connected with or arising out of
this Agreement.
Section 13.Insurance Requirements.
13.1 Vendor shall be required to provide proper insurance as approved by the
City/SMCRA.
13.2 In addition to any of the other obligations or liabilities,Vendor shall provide,pay for,
and maintain in force the insurance coverages set forth below:
a.Worker's Compensation Insurance for all employees in compliance with the
"Workers*Compensation Law"of the State of Florida and all applicable Federal
laws.In addition,the policy(s)must include:
1)Employees'Liability with a limit of One Million Dollars ($1,000,000)for
each accident.
2)Notice of Cancellation and/or Restriction —The policy(s)must be endorsed
to provide theCity/SMCRA as an additional insured and with 30days notice
of cancellation and/or restriction.
b.Comprehensive General Liability withniinimum limits ofOne Million Dollars
($1,000,000)per occurrence combined single limit for Bodily Injury Liability
and Property Damage Liability and must includes coverage regarding:
1)Premises and/or operations.
2)Independent contractors.
81/15/1999 13:67 8957829 NOMIAMICITYATTY PAGE 12
3)Broad Form Contractual Coverage applicable to this specific contract,
including any hold harmless and/or indemnification agreement.
4)Personal Injury Coverage with Employee and Contractual Exclusions
removed with rninimum limits of coverage equal to those required for
Bodily Injury Liability and Property Damage Liability.
5)The SMCRA and the City of South Miami are to be included as Additional
Insureds.
6)Notice ofCancellation and/or Restriction—The policy(s)must be endorsed
to provide the City/SMCRA with30 days notice of cancellation and/or
restriction.
c.Business Automobile Liability for all vehicles supplied pursuant to this contract
with minimum limits of One Million Dollars ($1,000,000)per occurrence
combined single limit for Bodily Injury Liability and Property Damage Liability.
Coverage must include:
1)Owned vehicles.
2)Hired and non-hired vehicles.
3)Notice of Cancellation and/or Restriction—The policy(s)must be endorsed
to provide theSMCRA and theCity of SouthMiamias additional insureds
andwith30daysnotice ofcancellation and/or restriction.
13.3 Vendor shall provide to the City/SMCRA Certificates of Insurance in evidencing the
insurance coverage specified above.The required Certificates of Insurance shall not
only name the types of policies provided,but also shall refer specifically to this
Agreement and section and paragraphs in accordance with which insurance is being
furnished,and shall state that such insurance is as required by such paragraphs ofthis
Agreement.If the initial insurance expires prior to the completion of the work,
renewal Certificates of Insurance shall be furnished 30 days prior to the date of their
expiration.
Section 14.Equal Employment Onnnrtnn^,
In connection with the execution ofthis Agreement,Vendor shall not discriminate against
any employee or applicant for employment because of race,religion,color,sex or national
origin.
81/15/1999 13:87 8957829 NOMIAMICITYATTY PAGE 13
Section 1St,Term of Agran^t
15.1 The Agreement shall be in effect from January 21,1999 through December 31,2000.
The Agreement may be extended at the sole option ofthe City/SMCRA upon terms
tobe agreed tobythe parties.
15.2 The Agreement and continued performance of all phases of the Agreement is
conditioned on the exercise ofSMCRA and City of South Miami appropriations.
SectiO"Iff,Termination of Apraen^t
16.1 Upon determination by foe City^
of the Agreement,the City/SMCRA reserves the right to notify South Florida of such
noncompliance and immediately terminate the Agreement.Reasons for such
termination may include,but shall not be limited to,the failure to provide service
within agreed performance standards.
16.2 In addition to the City/SMCRA being able to terminatethe Agreement as set out in
Section 16.1 above,either party may terminate the Agreement at any time for
convenience and without cause,upon ten (10)days written notice.Upon such
termination,the City/SMCRA shall only be responsible for payment based upon hours
of use of the trolley,and Vendor shall not be entitled to lost profits,consequential
damages orany other damages.
Section 17,Consideration
In return for services specified herein,the City/SMCRA shall pay Vendor a monthly
payment of $1,960 for the vehicle.Additionally,the City/SMCRA shall be invoiced ona
semi-monthly basis by Vendor.Invoices shall be delivered to the City/SMCRA and shall
be payable within ten (10)days of receipt,with a2%discount for prompt payment.
The rate of payment shall be $26/hour for the vehicles)and all services and responsibilities
provided by Vendor pursuant to this agreement.
Section 1&Advertising
The City/SMCRA shall have exclusive rights to all revenue from the sale ofadvertising on
the inside and outside ofthe trolley(s)and on any promotional materials,and may contract
with Vendor to provide advertising sales and service for the City/SMCRA.
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81/15/1999 13:67 8957629 NOMIAMICITYATTY PAGE 14
Section ]<L Option to Piirchac**
19.1 The SMCRA and South Florida agree that during the term or any extension of this
Agreement,the City/SMCRA may exercise an option to purchase avehicle(s)from
Vendor,upon terms to be agreed by the parties.Vendor recognizes the payment of
$1 from the City/SMCRA as separate consideration for the option given to the
City/SMCRA.
19.2 Vendor shall provide title to the trolley(s)free and clear of all liens or encumbrances.
19.3 The trolley(s)shall come with acomplete,bumper to bumper warranty.All parts and
service under any warranty period shall be performed by Vendor.During any
warranty work,a replacement trolley,satisfactory tothe City/SMCRA,shall be
provided,without charge.
Section Id Notices
All notices provided for shall be mailed,certified,return receipt to the following parties:
TotheCity:SMCRA
City ofSouth Miami
6130 Sunset Drive
South Miami,FL 33143
Attention:Executive Director
Tothe Contractor Health Trans,Inc.
A Coach USA Company
.11077 N.W.36*Avenue
Miami,FL 33167
Section ZL IJmitAtion Af Liability
The City and the SMCRA desire to enter into this Agreement only if in so doing the City and
the SMCRA can place alimit on their Uability for any cause of action for money damages
due to an alleged breach by the City and the SMCRA ofthis Agreement,so that liability for
any such breach never exceeds the sum of $25,000.Vendor expresses its willingness to
enter into this Agreement with its recovery from either the City or the SMCRA for any
damage for breach of contract or for any action or claim arising from this Agreement to be
limited toa total maximum amount of $25,000.
Accordingly,and notwithstanding any other term or condition of this Agreement,Vendor
agrees that the City and the SMCRA shall not be liable to Vendor for damages in an amount
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61/15/1999 13:87 8957829 NOMIAMICITYATTY PAGE 15
m excess of$25,000 for any action or claim for breach ofcontract or for any action or claim
arising out ofthis Agreement.Nothing contained in this paragraph or elsewhere in this
Agreement is in.any way intended to be awaiver ofthe limitation placed upon the City's or
the SMCRA's HabiHty as set forth in Section 768.28,Florida Statutes.
Section 2Zt Construction
The drafting of this Agreement has been ajoint undertaking ofthe parties and no provision
shall be construed,solely as amatter ofjudicial interpretation,more strictly against one party
than against the other.
Section 23.Amendment
No amendment,modification,or alteration of this Agreement shall be valid unless contained
inawritten agreement executed by the parties.
Section 24.Effective D^e,
The effective date ofthis Agreement shall be the date upon which the last party has affixed
itssignature.
Section25.Laws an4 Venue
The laws of the State of Florida shall apply to this Agreement and any action shall be
brought in the courts of Miami-Dade County,Florida.
HEALTH TRANS,INC.CITY OF SOUTH MIAMI,FLORIDA
By:_By:
RATIFIED AND AGREED TO:
COMMUNITYREDEVELOPMENT AGENCY
OFTHE CITY OF SOUTH MIAMI
By:
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