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12-07-04 Item 8TO: Honorable Mayor, Vice Mayor DATE: December 7, 2004 & Crty Commission FROM: Maria V. Davis , AGENDA ITEM No.z City Manager 157 RE: Authorizing the City Manager to execute a trolley services agreement with South Florida Trolley Company, Inc. RESOLUTION: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A TROLLEY SERVICE AGREEMENT WITH SOUTH FLORIDA TROLLEY COMPANY, INC. IN AN AMOUNT OF $75,000 TO BE CHARGED TO PEOPLES TRANSPORTATION TAX ACCOUNT NUMBER 124- 1730 -541- 3450; PROVIDING FOR AN EFFECTIVE DATE BACKGROUND & ANALYSIS: In accordance with the City's People's Transportation Plan adopted April 20, 2004, we have designed a trolley service system that will provide free transportation services within the business district, to and from the metro -rail station and the community redevelopment area. To improve transit and promote greater quality -of -life conditions, this pilot project is designed to provide relief for parking and traffic problems in the business district. Initially, the trolley system will run on Fridays and Saturdays from 11:00 AM to 10:00 PM and on the first Sunday of each month from 10:00 AM to 6:00 PM. Two trolleys will run on Fridays and Saturdays, while three trolleys will run on the first Sunday of the month. As shown on the attached route map for Fridays & Saturdays, the trolleys will start at opposite ends of the route and pass each other midway into the route. On the first Sundays, two trolleys will run the regular Friday & Saturday route, while the third trolley will be an "Express /Quick Route" from the Metro -rail Station to Downtown (see attached "Sundays on Sunset" — Quick Route map). To secure the service with South Florida Trolley Company, Inc. we intend to "piggyback" on their current contract with the City of Fort Lauderdale Downtown Development Authority. The proposed contact amount of $75,000 will be charged to account number 124 - 1730 -541 -3450 with an account balance of $475,000.00, before this request. RECOMMENDATION: It is recommended that the City Commission approve the resolution. ATTACHMENTS: • Proposed resolution • Copy of "piggyback" agreement with the City of Fort Lauderdale Downtown Development Authority Q Copy of proposed agreement with South Florida Trolley Company, Inc. 0 Proposed Route Map for Fridays & Saturdays Ll Proposed Route Map for "Sundays on Sunset" — Quick Route I RESOLUTION NO.: 2 3 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE 4 CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY 5 MANAGER TO EXECUTE A TROLLEY SERVICE AGREEMENT WITH 6 SOUTH FLORIDA TROLLEY COMPANY, INC. IN AN AMOUNT OF 7 $75,000 TO BE CHARGED TO PEOPLES TRANSPORTATION TAX 8 ACCOUNT, NUMBER 124- 1730 -541 -3450; PROVIDING FOR AN 9 EFFECTIVE DATE 10 11 WHEREAS, the Mayor and City Commission wish to provide trolley transportation 12 service to various points throughout the City of South Miami; and 13 14 WHEREAS, the City wishes to enter into a contract for trolley transportation services for 15 the defined area within the City; in an amount of $75,000; and 16 17 WHEREAS, the trolley service will be funded through the Public Works Department's 18 People's Transportation Tax Fund, account number 124- 1730 -541 -3450, with an account balance 19 of $475,000, before this request. 20 21 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY 22 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, THAT: 23 24 Section 1: The City Commission hereby authorizes the City Manager to execute a trolley 25 service agreement with South Florida Trolley Company, Inc. in an amount of $75,000.00. 26 27 Section 2: The trolley service will be funded through Public Works Department's Peoples 28 Transportation Trust Fund account number 124 - 1730 -541 -3450. 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 Section 3: This resolution shall become effective immediately upon its passage. PASSED AND ADOPTED this day of , 2004. APPROVED: ATTEST: Maria Menendez, City Clerk READ AND APPROVED AS TO FORM: 44 CITY ATTORNEY 45 Mary Scott Russell, Mayor Commission Vote: Mayor Russell: Vice Mayor Palmer: Commissioner Birts- Cooper: Commissioner Wiscombe: Commissioner Sherar: OCT -25 -2004 15:15 DOWNTOWN DEV. AUTHORITY 463 6574 CONTENTS Article 1 RECITALS 4 Article 2 DDA RESPONSIBILITIES AND OBLIGATIONS 4 Article 3 CONTRACTOR RESPONSIBILITIES AND OBLIGATIONS 4 Article 4 CONTRACT PERFORMANCE STANDARDS 5 Article 5 TRANSIT ROUTES 6 Article 6 PERSONNEL REQUIREMENTS 7 Article 7 VEHICLE REQUIREMENTS 8 Article 8 CONDITION AND MAINTENANCE OF VEHICLES 9 Article .9 RECORD KEEPING, REPORTING AND AUDITING 9 Article 10 PRE- SERVICE REQUIREMENTS 10 Article 11 INDEMNIFICATION 11 Article 12 INSURANCE REQUIREMENTS 11 Article 13 NONDISCRIMINATION 13 Article 14 TERM OF CONTRACT 13 Article 15 TERMINATION 14 Article 16 PAYMENT 14 Article 17 MISCELLANEOUS 14 Article 18 REMEDIES is Exhibit "A" ROUTE and SCHEDULE 16 * Downtown Development Authority Agreement 2004 page 2 SEP -28-2004 17= Al Owe Arun 7 sin - -• P. 01/15 OCT -25 -2004 15:15 o DOWNTOWN DEV. AUTHORITY 463 6574 P.02i15 This CONTRACT is matte and entered into this 21 day of Seplambe r_ 2004, by and between Downtown Development Authority, a special taxing district organized pursuant to the laws of the State of Florida (hereinafter "DDA ") and South Florida Trolley Company, Inc., a corporation organized pursuant to the laws of the State of Florida (hereinafter "CONTRACTOR "), WHEREAS, the DDA and CONTRACTOR had entered into a Contract for trolley transportation services for the Fort L u erdale Area; and WHEREAS, the DDA desires to have the CONTRACTOR begin trolley service for an interim period from Oc ohe[ S. -2004 through February 2fi,-;A05- and WHEREAS, the total compensation for this agreement will not exceed $100,000; and NOVA(, THEREFORE, in consideration of the mutual process herein, the DDA and the CONTRACTOR agree as follows: downtown Development Authority Agreement - 2004 page 3 5EP- 28-21U%14 Z ?:dP eIZA Rio ��l OCT -25 -2004 15:15 _DOWNTOWN DEV. AUTHORITY 463 6574 P.03/15 r . V The provisions contained in the above preamble are true and correct, and are hereby incorporated here in by reference. ALETICLE 2 DDA RESPQNSIBILLTIES AND OBLNGAIIONS 2.1 The DDA shall be responsible for establishing all policies relative to trolley transit system including the imposition of fares. Initially fares will not be charged to the Public. DDA also reserves the right to establish a token system. 2.2 The DDA shall be responsible for service planning, including adjustments to routes, schedules, flare structure, if any, and such ether factors that affect the quality of service provided. The DDA shall, have the right to make reasonable adjustments to the routes specified herein and CONTRACTOR agrees to follow such adjustments in the route- from time to time. Safety shall be the deciding factor on any route changes. 2.3 The ODA shall be responsible for designation of transit steps, installation and maintenance of transit stop signs. 2.4 The DDA shall be responsible for marketing the transit system within the. Area including the preparation of flyers announcing schedules and routes. 2.5 The ODA shall be responsible for contract administration and monitoring, ARTICLE 3 - QQNTRAf TOFF RESEQNSI$ILITIE AND OBLiGAsTIaNS 3.1 CONTRACTOR shall be responsible for day to day management, operation and maintenance of the Trolley system based upon the policies established by the DDA for meeting the performance standards set forth in Section 4 thereof and all other CONTRACTOR responsibilities set forth herein. * Downtown Development Authority Agreement - 2044 page 4 SEP-28 -2004 1 • pia C &+t Ann OCT -25 -2004 15:15 DOWNTOWN DEV. AUTHORITY 3.2 CONTRACTOR shall also be responsible for the following. (a) Overall service management; (b) omitted; (c) System safety; (d) Vehicle gasoline, servicing and maintenance; (e) Equipment maintenance; ( €) Vehicle body and paint maintenance; (g) Vehicle towing; (h) Vehicle cleaning; (i) Provisions of all parts required for maintenance; 0) Provision of fluids and lubricants; (k) Communication between dispatchers and vehicles; (1) Dispatching; (m) Street supervision; (v) Operations planning; (p) Reporting requirements; (q) internal accounting; (r) Employment of all transit personnel; (s) Employee recruitment, training and supervision; (t) Personnel administration and policy; (u) Employee payroll; (v) Lending expertise in selling of advertising on trolley; and (w) Insurance as set forth in Article 12 of this Contract. ARTICLE 4 - CONTRACT-RERFQ AAN , -STANOAP ....................._...... . 463 6574 P.04/15 In providing the trolley transit service, the CONTRACTOR shall meet the following' Performance standards or be subject to a specified fee deduction from the CONTRACTORS monthly invoice: 41 The trolley transit system described in this CONTRACT shall run according to the schedule set forth in Exhibit "A" which is attached hereto and incorporated herein by reference. This schedule shall be followed unless otherwise agreed upon by the ODA Executive Director and the President of South Florida Trolley Company, Inc. Any change in schedule shall be in writing as an amendment to this CONTRACT. 4.2 CONTRACTOR shall make an effort to complete one hundred (100) percent of all scheduled trips on a daily basis. * Downtown Development Authority Agreement - R004 page 5 SEP- 28-2M4 17:43 QRA n1.70 Z -Zma ,.._. OCT -25 -2004 15:16 nOWNTOWN DEV. AUTHORITY 463 6574 P.05/15 r- 4.3 CONTRACTOR shall maintain a maximum of 20 minute headway on the route for ninety (90) percent of the trips on a daily basis. CONTRACTOR shall not be held responsible for failure to meet the standard due to unforeseeable, uncontrollable reasons which are documented by CONTRACTOR and verified by the DDA. 4.4 At a minimum, vehicle exteriors shall be washed weekly, Interiors shall be swept, trash emptied, dusted and spot mopped at least once daily; shall be fully mopped, windows cleaned and drivers area cleaned at least once every other day -, and shall be fully cleaned throughout at least once weekly including drivers area, dashboard, window, ceiling, walls, seats, and all other interior areas. 4.5 No vehicle shall be dispatched for service without a properly functioning air conditioning system, as described in Article 7 of this CONTRACT. 4.6 All vehicles must be safe and satisfactory for the provision of service. Any vehicle in service considered unsafe shall be replaced immediately. Vehicles deemed unsatisfactory due to discrepancies such as multiple torn seats, loose or broken seats, cracked windshields or other blatant causes shall be removed from service after the day of discovery of the discrepancies, and shall not be returned to service until the problems have been remedied. A suitable replacement vehicle shall be In place and operational in a timely manner so as to avoid any disruption in daily service. 4.7 vehicles shall have ODA approved route signs and clearly visible interior placards noting telephone numbers to register complaints. 4.8 All vehicle drivers hired by the CONTRACTOR shall comply with the requirement to wear the uniform agreed to by CONTRACTOR and the DDA. ARTICLE 5 - TRAWSIT, RMES The route is approximately _ minutes in length. The schedule is set forth in Exhitil, * Downtown Development Authodly Agreement - ;?004 page 6 SEP -28 -M4 17'43 954 42cl -4 iAr? ��•. OCT -25 -2004 15:16 DOWNTOWN DEU. AUTHORITY • A z e M-6910ETE, tv I 463 6574 P.06/15 P.8 6.1 CONTRACTOR shall designate a Project Manager who will oversee the complete operation of the transit systems and who will serve as day to day liaison to the CONTRACTOR. 6.2 The following qualifications shall apply to ail drivers employed to perform services under the terms of this CONTRACT: (a) Minimum age limit of twenty -one (2 1 ) years old. (b) Current valid Florida Chauffeur's License and attainment of valid Commercial Drivers License (CDL) as required; (e) No more than two (2) moving violations or accidents (counted individually or combined) within a three (3) year period; (d) Capable of speaking, writing and understanding the English language fluently. (e) CONTRACTOR shall verify that drivers(s) have required licenses and driving records; (f) CONTRACTOR shall immediately dismiss a driver from performing further work under terms CONTRACT should the drivers license be suspended and /or terminated; if the driver has more than two (2) moving violations and /or chargeable accidents, or if they are subject to a criminal conviction during performance of this CONTRACT or results on a drug use test administered by a responsible testing facility are positive. (g) All requirements of the 1987 Federal Motor Safety Act must be observed. (h) Drivers are not required to lift any objects over 10 pounds. 6.3 CONTRACTOR shall ensure that all drivers fulfill the following requirements: (a) [givers shall operate the vehicles in a safe and timely manner. (b) Drivers shall be courteous to all passengers and the general public at all times and sill respond to passenger questions regarding use of the transit system. (c) Drivers shall distribute or collect handouts, surveys, fares, etc. at the DDA's request, (d) Uniforms shall be clean and presentable and worn at all times when on duty. (e) Gratuities SHALL NOT be accepted. (f) Drivers shall have a knowledge of transit system schedules and. and significant business and activities. (g) Drivers shall assist disabled Passengers with entering and exiting vehicles_ (h) No one shall be permitted to smoke, eat or drink or play a radio (other than necessary driver /dispatcher radios) while on the vehicles * Downtown Davetopment Aumorfty Agreement - R004 � page 7 SEP -28- 2004 17:44 4,d dVQ zz[aa OCT -25 -2004 15 =16 DOWNTOWN DEU. AUTHORITY 463 6574 P.O?/15- 7.1 The Trolley Transit Service will be operated with two (2) Trolleys. An additional vehicle shall be available immediately as a backup in the event of mechanical breakdown. The maximum response time from the time of a vehicle breakdown until a replacement vehicle arrives shall be sixty (60) minutes. The replacement vehicle shall meet all vehicle requirements. 7.2 Each vehicle shall comply with all applicable rules and regulations of the Department of Motor Vehicles and shall be in compliance with Safety Standards required by the Federal Motor Vehicle Safety Standards established by the National Traffic Safety Administration and Safety Standards required by OSHA and applicable ANSI Standards. 7.3 Each vehicle shall have a minimum of twenty (20) seats approximately arranged and designed .to provide safe and comfortable seating for passengers. 7.4 On- board communications equipment is desirable but not required. 7.5 Vehicles shall have a historical trolley appearance. 7.6 Ali vehicles shall have air conditioning and heating systems that are fully operative every clay 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 told air blowing in all sections of the vehicle. 7.7 Space shall be available in the interior of the vehicles for displaying transit system routes, schedules and promotional announcements and/or advertising. 7.8 Vehicles used by the CONTRACTOR shall b available for inspection by the DDA Administrator or his designees prior to placing in service and at any time thereafter at the DDA Administrators discretion. 7.9 CONTRACTOR shall comply with all applicable laves and regulations relative to handicap accessibility as well as comply with the specific requirements of the Americans with Disabilities Act. 7.10 Vehicles shall be identified with signage or logos as the DDA Circulator" or other identification as specified by the DDA Signs shall be conspicuously displayed on the front, sines and rear of the vehicles. * D Owntown Development Authority Agreement - 2004 page 8 SEP -26 -2004 1?: 44 OM A A"M ten„ OCT -25 -2004 15:17 DOWNTOWN DEV. AUTHORITY 463 6574 P.08/15 P.Au 8.' Vehicles shall be in excellent working condition both operational and in appearance. All vehicles and required equipment shall be kept in good repair and condition satisfactory to the DDA. 8.2 CONTRACTOR shall initiate and maintain effective safety and mechanical inspection program. The DDA reserves the right in its sole discretion to inspect and reject temporarily or permanently any vehicle the CONTRACTOR? proposes to use or subsequently utilizes which the DDA deems unacceptable for reasons of safety or disrepair. 8.3 All vehicles 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 Rule Chapter 14 -90 entitled °Minimum Requirements for Transit Coaches and System Equipment." All parts of the vehicle and equipment mounted on or in the vehicle shall conform at a minimum to all applicable. federal motor vehicle safety standards. 8.4 At all times, CONTRACTOR 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. CONTRACTOR shall cause any vehicle damaged in any accident or otherwise to be replaced* or repaired immediately. CONTRACTOR, at its sole cost and expense, shall provide fuel, lubricants, repairs, parts and Supplies required for the maintenance and operation of all vehicles utilized in providing service 8.5 CONTRACTOR is responsible for maintaining the vehicles appearance. Vehicles must be kept clean in accordance with Article 4 of the CONTRACT. . 9.1 CONTRACTOR shall be required to maintain all project records as requested by the DDA. CONTRACTOR shall permit authorized representative of the DDA to examine all data and records related to the project or according to the scheduled reporting periods. All project records prepared by the CONTRACTOR shall be owned by the DDA and made available to the DDA at no additional charge, The DDA may elect to DOwntown LTevelopment Authotify Agreement - 2004 page SEP -28 -2004 17:45 954 429 -17P? 4� � OCT -25 -2004 15:1? DOWNTOWN DEV. AUTHORITY 463 6574 P.09/15 authorize its representatives to inspect, audit and analyze the records of CONTRACTOR in operating this service, preparing the bid for this service or of the operation of any similar service. 9.2 Additional documentation of the project will be provide through passenger surveys, it is the responsibility of the CONTRACTOR to insure the cooperation of all personnel with any operational procedures pertaining to survey work including the distribution and collection of sur -vey questionnaires, etc.. 9.3 CONTRACTOR shall record on a daily basis and report weekly to the DDA all disruptions in service, late service, vehicle breakdowns, accidents, vehicles out of service /commission and any other incident affecting service. 9.4 CONTRACTORS Project manager shall also document passenger complaints and describe any actions to resolve such complaints on a weekly basis. CONTRACTOR agrees to submit such documentation to DDA on a monthly basis, 9.5 CONTRACTORS project manager shall provide reports on ridership by route, by trip t4 the DDA on a Monday basis. a s The following items shall be reviewed by DDA and CONTRACTOR at least one (1) week prior to the start of service and are subject to approval by the DDA Executive Director: 14.1 An operations manual for the DDA Shuttle Circulator system which documents all operational procedures and policies, including but not limited to the following: (a) Vehicles operating procedures; (b) Communications operating procedures; (c) driver conduct; (d) Safety procedures; (e) Accident procedures; (f) Administration and Reporting procedures; (g) Other operating procedures and policies as required for proper operation of the DDA system. 10.2 Job description for drivers administrative personnel. 10.3 Maintenance procedures for all vehicles, Downtown Development Authodty Agreement - 2004 " page 10 SEP- -28 -^2004 17:4'.5 CWA AO%n -,-,.,., OCT -25 -2004 15:18 DOWNTOWN DEV. AUTHORITY 10.4 Final DDA Circulator system schedules, 10.5 Training procedures for vehicle drivers. 463 6574 P.10/15 r• Lf- 10.6 Review and comment on schedules, routes and other issues relating to initial operation of the DDA Circulator system in a safe, reliable and efficient manner. m n-blupy 1 11 • The CONTRACTOR agrees. to indemnify and hold harmless and defend the DDA and their respective officers, agents, directors and employees, from and against any and all claims, suits, actions, damages and causes of action whatever, arising during, the term of this CONTRACT and resulting in personal injury, loss of life or damage to property sustained by any person or persons or entity, through or as a result of any operation herein authorized and connected with this project or the failure to do any work/operation herein required; or by or in consequence of any negligence in.connection with the same, or by use of any improper materials or by or on account of any act or occasion of said CONTRACTOR or its agents or employees. CONTRACTOR further agrees to indemnify and hold harmless and defend the DDA and their officers, agents, directors and employees against any claims, suits; action, damages and causes of actions or liability arising from or based upon the violation of and Federal, State, County or City laws, bylaws, ordinances or regulations by the CONTRACTOR or its agents or employees. Such obligation to indemnify and hold harmless shall continue not withstanding any negligence or contributory negligence on the part of the DDA relating to such loss or damage and shall include all costs, counsel fees, expenses and liabilities incurred by the DDA in connection with any such claim, suit, action or cause of action, including the investigation thereof and the defense of any action or proceeding. brought thereon and any order, judgment or decree which may be entered in any such action or proceeding or as a result thereof ARTICLE 12 - INSt RANEE REQUIREKENn 12.1 The COiTRACTOR shall be required to provide and maintain in full force and effect throughout the term of this project all proper insurance coverages as required herein. The, CONTRACTOR shall not commence operations of the project under this CONTRACT until it has obtained all insurance required under this Article and submitted proof of said insurance to the Executive Director of the DDA, nor Downtown Development Authority Agreement - ?004 page 17 SEP ^28 -2004 17 '.46 954 429 3307 95% n "- OCT -25 -2004 15:18 DOWNTOWN DEV. AUTHORITY 463 6574 P.11i15 P. is shall CONTRACTOR allow any Subcontractor to commence any operations or work on its subcontract until all similar such insurance required of the Subcontractor has been obtained and approved. 12.2 CERTIFICATES OF INSURANCE reflecting evidence of the required insurance shall be filed with the DDA's Executive Director prior to the commencement of operations on this project, These Certificates shall contain a provision that coverage afforded under these policies will not be canceled until at least thirty (30) days prior written notice has been given to the DDA Policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have adequate Policyholders and f=inancial ratings in the latest ratings of A.M. Best and be part of the Florida Insurance Guarantee Association Act. Insurance shall be in force until all work 1 operations required to be performed under the terms of this CONTRACT are satisfactorily completed as evidenced by the formal acceptance of the DDA. in the event that the CERTIFICATE OF INSURANCE provided indicates that the insurance shall terminate and lapse during the period of this CONTRACT, the CONTRACTOR, shall furnish, at least thirty (30) days prior to the expiration of the date .of such insurance, a renewed CERTIFICATE OF INSURANCE as proof that equal and tike coverage for the balance of the period of the CONTRACT and extension there under is in effect. The CONTRACTOR shall not continue to work pursuant to this CONTRACT unless all required insurance remains in fill force and effect. 12.3 in addition to any of the other obligations or liabilities of CONTRACTOR, CONTRACTOR shall pay, provide and maintain in full force the insurance coverage as set forth below REQUIRED INSURANCE (a) Workers' Compensation Insurance shall be maintained during the life of the CONTRACT to comply with statutory limits for all employs, and in the case any work is subcontracted, the CONTRACTOR shall require any Subcontractors similarly to provide Workers' Compensation Insurance for all the tatter's employees unless such employees are covered by the protection afforded by the CONTRACTOR, The CONTRACTOR and its Subcontractors shall maintain during the life of this CONTRACT Employer's Liability Insurance, The following must be maintained: A. Workers' Compensation Statutory 13. Employees Liability $100,000 per accident (b) Comprehensive General Liability Insurance shall be written on an occurrence basis with a Minirnum limit of One Million Dollars (1,000,000) per occurrence combined for Bodily Injury Liability and Property Damage Liability and must include the * Downtown Development Authority Agreement - 2004 page 12 SEP -28 -2004 17247 954 429 330? 0� OCT -25 -2004 15 19 DOWNTOWN DEU. AUTHORITY 463 6574 P.12/15F 1 P. 4 following: (1) Premises and /or Operations -, (2) Independent Contractors; (3) Broad Farm Contractual Coverage applicable to this specific contract, including any hold harmless and indemnification agreement; (4) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits coverage equal to those required for Bodily injury and Property Damage Liability.; (5) The DDA is to be included as "Additional Insured" with respect to liability arising out of operations performed for the ODA by or on behalf of CONTRACTOR or acts or omissions of the DDA in connection with general supervision of such operation. (6) Notice of Cancellation and /or Restriction. The policy(s) must be endorsed to provide the DDA with thirty (30) days notice of cancellation and /or restriction (c) Business Automobile Liability Insurance shall be written on an occurrence basis with a minimum limit of One Million Dollars ($1,000,000) per occurrence combined for Bodily injury Liability and Property Damage Liability Coverage mast be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the insurance Services Office and must include the following, (1) Owned Vehicles. (2) Hired and non -hired vehicles. (3) Notice of Cancellation and /or Restriction. The policy(s) must be endorsed to provide the DDA with thirty (30) days notice of cancellation and /or restriction- ARTICLE 13 - NONDISCRI INATIQNI In connection with the execution of this CONTRACT, the CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, age, national origin of ancestry, married status, or sexual orientation. ARTICLE 34 -TERM OF CQiNTRACT This CONTRACT shall be effect for five months from the date of commencement * Downtown Development Authority Agreement - 2004 page 13 5EP -28 -2004 17:47 954 429 3307 a�f OCT -25 -2004 15'19 DOWNTOWN DEV. AUTHORITY 463 6574 P.13/15 ;% ,a%Ju, P.15 of service which is October-1-20041 through and including F!QbClta[y 2 6- 2005, The costs associated with this CONTRACT shall be fixed during that terms as set forth in Article 16 hereof, The CONTRACT may be extended by the DDA Board if mutually agreeable to the parties and if appropriate funding is available for the continuation of this project. ARTICLE 1 - TERMlNATtDN Upon determination by the DDA Board that the CONTRACTOR has not complied with the terms of this CONTRACT, the DDA Board reserves the right to notif -y the CONTRACTOR of such noncompliance and terminate this CONTRACT. Reasons for termination may include but are not limited to, the failure to provide service within agreed performance standards. The DDA Board also reserves the light to terminate this CONTRACT without cause upon thirty (30) days written notice. In return for services specified herein, the DDA shall pay CONTRACTOR on a monthly basis as invoiced by the CONTRACTOR at a rate of $41.00 per hour for each hour Of service provided. Invoices shall be delivered to the DDA office and shall be payable according to the City Finance Department's schedule for accounts payable (appmxImately fifteen (15) business days from the day of receipt). The DDA, Board is under no obligation to extend or renew the CONTRACT. ARTICLE 17 - M15CELt,ANEM 17.1 It is understood and agreed between the parties hereto that TIME IS OF THE ESSENCE In this CONTRACT and this applies to all terms and conditions contained herein. 17.2 CONTRACTOR shall not assign its rights under this CONTRACT without the prior written consent of the DDA. 17.3 CONTRACTOR agrees that nothing herein contained is intended or should be construed as in any way creating or establishing the relationship of partners or joint ventures between the ODA and CONTRACTOR, or as constituting CONTRACTOR * IDIt"In Dsvelopmml Aufho6fy Agreemen t - 2004 page 14 SEP- 28,2e04 1748 954 429 330? a�� OCT -25 -2004 15:19 DOWNTOWN DEV. AUTHORITY 463 6574 P.14/15 or any of its officer, agents, representatives as employees of the DDA and that CONTRACTOR shalt not represent to any third parties that such is the case. 17.4 This CONTRACT shall constitute the entire agreement among the parties and no warranties, inducements, considerations, promises, or other references shall be implied or impressed upon the CONTRACT that are not expressly addressed herein. 17.5 No member of the governing body of the DDA, or other unit of government, and other officer, employees, or agent of the DDA or other unit of government who exercises any decision - making authority with regard to this CONTRACT shall have any personal financial interest, direct or indirect, in this CONTRACT. 17.6 Any headings of this CONTRACT" are for convenience of reference only and do not define or limit the provisions thereof. This CONTRACT shall be governed by the laws of the State of Florida. Jurisdiction and venue for any action necessary to enforce the CONTRACT will be held in Broward County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by Statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. DormMM7 Development Authority Agreement - 2004 page 15 SEP- 29 -M84 16:30 954 4P9 7;7M 04M. OCT -25 -2004 15:20 DOWNTOWN DEV. AUTHORITY Exhibit °A° Seryl a -sr � : Vehi _lea. two (2) trolleys HOUM Friday 5.00 pm to 11:00 pm Saturday 1 2:00 neon to 1 1:00 pm 463 6574 P.15/15 ti..f --v. p..y Oct. 8 & 9, 15 & 16, 22 & 23, 29 & 30 Nov. Dec. 5 &6, 12 &13, 19 &20, 26 &27 3 & 4, 10 & 11, 17 & 18, 31 Jan. Feb. 1, 7 & 8, 14 & 15, 21 & 22, 2g & 29 4&5, 11 &12, 18 &19, 25 &26 * Downtown Develepftnt Authority Agreement - 2004 page 16 TOTAL P.15 AGREEMENT BETWEEN CITY OF SOUTH MIAMI AND SOUTH FLORIDA TROLLEY COMPANY, INC. CONTENTS PAGE Article 1 RECITALS 2 Article 2 SOUTH MIAMI RESPONSIBILITIES AND OBLIGATIONS 2 Article 3 CONTRACTOR RESPONSIBILITIES AND OBLIGATIONS 2 Article 4 CONTRACT PERFORMANCE STANDARDS 3 Article 5 TRANSIT ROUTES 4 Article 6 PERSONNEL REQUIREMENTS 4 Article 7 VEHICLE REQUIREMENTS 5 Article 8 CONDITION AND MAINTENANCE OF VEHICLES 6 Article 9 RECORD KEEPING, REPORTING AND AUDITING 7 Article 10 PRE - SERVICE REQUIREMENTS 7 Article I I INDEMNIFICATION 8 Article 12 INSURANCE REQUIREMENTS 8 Article 13 NONDISCRIMINATION 10 Article 14 TERM OF CONTRACT 10 Article 15 TERMINATION 10 Article 16 PAYMENT 11 Article 17 MISCELLANEOUS 11 Article 18 REMEDIES 12 Exhibit "A" ROUTE and SCHEDULE 12 This CONTRACT is made and entered into this _ day of December, 2004, by and between the CITY of SOUTH MIAMI , a political subdivision of the State of Florida (hereinafter "SOUTH MIAMI ") and South Florida Trolley Company, Inc., a corporation organized pursuant to the laws of the State of Florida (hereinafter "CONTRACTOR "). WHEREAS, the SOUTH MIAMI and CONTRACTOR had entered into a Contract for trolley transportation services for the South Miami Area; and WHEREAS, the SOUTH MIAMI desires to have the CONTRACTOR begin trolley service for an interim period from January 2, 2005 through June 26, 2005; and WHEREAS, the total compensation for this agreement will not exceed $75,000; and NOW, THEREFORE, in consideration of the mutual process herein, the SOUTH MIAMI and the CONTRACTOR agree as follows: 1 ARTICLE I - RECITALS The provisions contained in the above preamble are true and correct, and are hereby incorporated here in by reference. ARTICLE 2 - SOUTH MIAMI RESPONSIBILITIES AND OBLIGATIONS 2.1 The SOUTH MIAMI shall be responsible for establishing all policies relative to trolley transit system including the imposition of fares. Fares will not be charged to the public. However, SOUTH MIAMI also reserves the right to establish a token system. 2.2 The SOUTH MIAMI shall be responsible for service planning, including adjustments to routes, schedules, fare structure, if any, and such other factors that affect the quality of service provided. The SOUTH MIAMI shall have the right to make reasonable adjustments to the routes specified herein and CONTRACTOR agrees to follow such adjustments in the route from time to time. Safety shall be the deciding factor on any route changes. 2.3 The SOUTH MIAMI shall be responsible for designation of transit stops, installation and maintenance of transit stop signs. 2.4 The SOUTH MIAMI shall be responsible for marketing the transit system within the Area including the preparation of flyers announcing schedules and routes. 2.5 The SOUTH MIAMI shall be responsible for contract administration and monitoring, ARTICLE 3 - CONTRACTOR RESPONSIBILITIES AND OBLIGATIONS 3.1 CONTRACTOR shall provide the trolleys, be responsible for day to day management, operation and maintenance of the Trolley system based upon the policies established by the SOUTH MIAMI for meeting the performance standards set forth in Section 4 thereof and all other CONTRACTOR responsibilities set forth herein. 3.2 CONTRACTOR shall also be responsible for the following: (a) Overall service management; (b) Omitted; (c) System safety; (d) Vehicle gasoline, servicing and maintenance; (e) Equipment maintenance; (f) Vehicle body and paint maintenance; (g) Vehicle towing; (h) Vehicle cleaning; (i) Provisions of all parts required for maintenance; 2 0) Provision of fluids and lubricants; (k) Communication between dispatchers and vehicles; (1) Dispatching; (m) Street supervision; (o) Operations planning; (p) Reporting requirements; (q) Internal accounting; (r) Employment of all transit personnel; (s) Employee recruitment, training and supervision; (t) Personnel administration and policy; (u) Employee payroll; (v) Lending expertise in selling of advertising on trolley; and (w) Insurance as set forth in Article 12 of this Contract. ARTICLE 4 - CONTRACT PERFORMANCE STANDARDS In providing the trolley transit service, the CONTRACTOR shall meet the following performance standards or be subject to a specified fee deduction from the CONTRACTORS monthly invoice: 4.1 The trolley transit system described in this CONTRACT shall run according to the schedule set forth in Exhibit "A" which is attached hereto and incorporated herein by reference. This schedule shall be followed unless otherwise agreed upon by the SOUTH MIAMI Public Works Director and the President of South Florida Trolley Company, Inc. Any change in schedule shall be in writing as an amendment to this CONTRACT. 4.2 CONTRACTOR shall make an effort to complete one hundred (100) percent of all scheduled trips on a daily basis. 4.3 CONTRACTOR shall maintain the schedule of service as supplied by SOUTH MIAMI on the route for ninety (90) percent of the trips on a daily basis. CONTRACTOR shall not be held responsible for failure to meet the standard due to unforeseeable, uncontrollable reasons which are documented by CONTRACTOR and verified by the SOUTH MIAMI. 4.4 At a minimum, vehicle exteriors shall be washed weekly. Interiors shall be swept, trash emptied, dusted and spot mopped at least once daily; shall be fully mopped, windows cleaned and drivers area cleaned at least once every other day -, and shall be fully cleaned throughout at least once weekly including drivers area, dashboard, window, ceiling, walls, seats, and all other interior areas. 4.5 No vehicle shall be dispatched for service without a properly functioning air conditioning system, as described in Article 7 of this CONTRACT. 4.6 All vehicles must be safe and satisfactory for the provision of service. 3 Any vehicle in service considered unsafe shall be replaced immediately. Vehicles deemed unsatisfactory due to discrepancies such as multiple torn seats, loose or broken seats, cracked windshields or other blatant causes shall be removed from service after the day of discovery of the discrepancies, and shall not be returned to service until the problems have been remedied. A suitable replacement vehicle shall be in place and operational in a timely manner so as to avoid any disruption in daily service. 4.7 Vehicles shall have SOUTH MIAMI approved route signs and clearly visible interior placards noting telephone numbers to register complaints. 4.8 All vehicle drivers hired by the CONTRACTOR shall comply with the requirement to wear the uniform agreed to by CONTRACTOR and the SOUTH MIAMI. ARTICLE 5 - TRANSIT ROUTES The schedule is set forth in Exhibit "A" ARTICLE 6 - PERSONNEL REQUIREMENTS 6.1 CONTRACTOR shall designate a Project Manager who will oversee the complete operation of the transit systems and who will serve as day to day liaison to the CONTRACTOR. 6.2 The following qualifications shall apply to all drivers employed to perform services under the terms of this CONTRACT: (a) Minimum age limit of twenty -one (21) years old. (b) Current valid Florida Chauffeur's License and attainment of valid Commercial Drivers License (CDL) as required; (e) No more than two (2) moving violations or accidents (counted individually or combined) within a three (3) year period; (d) Capable of speaking, writing and understanding the English language fluently. (e) CONTRACTOR shall verify that driver(s) have required licenses and driving records; (f) CONTRACTOR shall immediately dismiss a driver from performing further work under terms CONTRACT should the drivers license be suspended and /or terminated; if the driver has more than two (2) moving violations and /or chargeable accidents, or if they are subject to a criminal conviction during performance of this CONTRACT or results on a drug use test administered by a responsible testing facility are positive. (g) All requirements of the 1987 Federal Motor Safety Act must be observed. (h) Drivers are not required to lift any objects over 10 pounds. 6.3 CONTRACTOR shall ensure that all drivers fulfill the following requirements: 11 (a) Drivers shall operate the vehicles in a safe and timely manner. (b) Drivers shall be courteous to all passengers and the general public at all times and sill responds to passenger questions regarding use of the transit system. (c) Drivers shall distribute or collect handouts, surveys, fares, etc. at the SOUTH MIAMI'S request. (d) Uniforms shall be clean and presentable and worn at all times when on duty. (e) Gratuities SHALL NOT be accepted. (f) Drivers shall have knowledge of transit system schedules and significant business and activities. (g) Drivers shall assist disabled Passengers with entering and exiting vehicles. (h) No one shall be permitted to smoke, eat or drink or play a radio (other than necessary driver /dispatcher radios) while on the vehicles ARTICLE 7 - VEHICLE REQUIREMENTS 7.1 The Trolley Transit Service will be operated with two (2) Trolleys on Fridays (1100 [I1:OOam] to 2200 [10:00pm] commencing on January 7, 2005); two trolleys on Saturday of every week (I 100 [ 11:00am] to 2200 [10: OOpm] commencing on January 8, 2005, and three trolleys on the first Sunday of each month (1000 [10:00am] to 1800 [6:OOpm] commencing on January 2, 2005). An additional vehicle shall be available immediately as a backup in the event of mechanical breakdown. The maximum response time from the time of a vehicle breakdown until a replacement vehicle arrives shall be sixty (60) minutes. The replacement vehicle shall meet all vehicle requirements. 7.2 Each vehicle shall comply with all applicable rules and regulations of the Department of Motor Vehicles and shall be in compliance with Safety Standards required by the Federal Motor Vehicle Safety Standards established by the National Traffic Safety Administration and Safety Standards required by OSHA and applicable ANSI Standards. 7.3 Each vehicle shall have a minimum of twenty (20) seats approximately arranged and designed to provide safe and comfortable seating for passengers. 7.4 On -board communications equipment is desirable but not required. 7.5 Vehicles shall have a historical trolley appearance. 7.6 All 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 blowing in all sections of the vehicle. 7.7 Space shall be available in the interior of the vehicles for displaying transit system routes, schedules and promotional announcements and /or advertising. 5 7.8 Vehicles used by the CONTRACTOR shall b available for inspection by the SOUTH MIAMI Administrator or his designees prior to placing in service and at any time thereafter at the SOUTH MIAMI Administrators discretion. 7.9 CONTRACTOR shall comply with all applicable laws and regulations relative to handicap accessibility as well as comply with the specific requirements of the Americans with Disabilities Act. 7.10 Vehicles shall be identified with signage or logos as the "SOUTH MIAMI Circulator" or other identification as specified by the SOUTH MIAMI Signs shall be conspicuously displayed on the front, sides and rear of the vehicles. ARTICLE 8 - CONDITION AND MAINTENANCE OF VEHICLES 8.1 Vehicles shall be in excellent working condition both operational and in appearance. All vehicles and required equipment shall be kept in good repair and condition satisfactory to the SOUTH MIAMI. 8.2 CONTRACTOR shall initiate and maintain effective safety and mechanical inspection program. The SOUTH MIAMI reserves the right in its sole discretion to inspect and reject temporarily or permanently any vehicle the CONTRACTOR proposes to use or subsequently utilizes which the SOUTH MIAMI deems unacceptable for reasons of safety or disrepair. 8.3 All vehicles 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 Rule Chapter 14 -90 entitled "Minimum Requirements for Transit Coaches and System Equipment." All parts of the vehicle and equipment mounted on or in the vehicle shall conform at a minimum to all applicable federal motor vehicle safety standards. 8.4 At all times, CONTRACTOR 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. CONTRACTOR shall cause any vehicle damaged in any accident or otherwise to be replaced@ or repaired immediately. CONTRACTOR, at its sole cost and expense, shall provide fuel, lubricants, repairs, parts and supplies required for the maintenance and operation of all vehicles utilized in providing service 8.5 CONTRACTOR is responsible for maintaining the vehicles appearance. Vehicles must be kept clean in accordance with Article 4 of the CONTRACT. rol ARTICLE 9 - RECORD KEEPING, REPORTING AND AUDITING 9.1 CONTRACTOR shall be required to maintain all project records as requested by the SOUTH MIAMI. CONTRACTOR shall permit authorized representative of the SOUTH MIAMI to examine all data and records related to the project or according to the scheduled reporting periods. All project records prepared by the CONTRACTOR shall be owned by the SOUTH MIAMI and made available to the SOUTH MIAMI at no additional charge, The SOUTH MIAMI may elect to authorize its representatives to inspect, audit and analyze the records of CONTRACTOR in operating this service, preparing the bid for this service or of the operation of any similar service. 9.2 Additional documentation of the project will be provided through passenger surveys. It is the responsibility of the CONTRACTOR to insure the cooperation of all personnel with any operational procedures pertaining to survey work including the distribution and collection of survey questionnaires, etc... 9.3 CONTRACTOR shall record on a daily basis and report weekly to the SOUTH MIAMI all disruptions in service, late service, vehicle breakdowns, accidents, vehicles out of service /commission and any other incident affecting service. 9.4 CONTRACTORS Project manager shall also document passenger complaints and describe any actions to resolve such complaints on a weekly basis. CONTRACTOR agrees to submit such documentation to SOUTH MIAMI on a monthly basis, 9.5 CONTRACTORS project manager shall provide reports on rider ship by route, by trip to the SOUTH MIAMI on a Monday basis. ARTICLE 10 - PRE - SERVICE REQUIREMENTS The following items shall be reviewed by SOUTH MIAMI and CONTRACTOR at least one (1) week prior to the start of service and are subject to approval by the SOUTH MIAMI Public Works Director: 10.1 An operations manual for the SOUTH MIAMI Shuttle Circulator system which documents all operational procedures and policies, including but not limited to the following: (a) Vehicles operating procedures; (b) Communications operating procedures; (c) Driver conduct; (d) Safety procedures; (e) Accident procedures; (f) Administration and Reporting procedures; (g) Other operating procedures and policies as SOUTH MIAMI system. 7 required for proper operation of the 10.2 Job description for driver's administrative personnel. 10.3 Maintenance procedures for all vehicles. 10.4 Final SOUTH MIAMI Circulator system schedules. 10.5 Training procedures for vehicle drivers. 10.6 Review and comment on schedules, routes and other issues relating to initial operation of the SOUTH MIAMI Circulator system in a safe, reliable and efficient manner. ARTICLE 11 - INDEMNIFICATION The CONTRACTOR agrees to indemnify and hold harmless and defend the SOUTH MIAMI and their respective officers, agents, directors and employees, from and against any and all claims, suits, actions, damages and causes of action whatever, arising during the term of this CONTRACT and resulting in personal injury, loss of life or damage to property sustained by any person or persons or entity, through or as a result of any operation herein authorized and connected with this project or the failure to do any work/operation herein required; or by or in consequence of any negligence in connection with the same, or by use of any improper materials or by or on account of any act or occasion of said CONTRACTOR or its agents or employees. CONTRACTOR further agrees to indemnify and hold harmless and defend the SOUTH MIAMI and their officers, agents, directors and employees against any claims, suits, action, damages and causes of actions or liability arising from or based upon the violation of and Federal, State, County or City laws, bylaws, ordinances or regulations by the CONTRACTOR or its agents or employees. Such obligation to indemnify and hold harmless shall continue not withstanding any negligence or contributory negligence on the part of the SOUTH MIAMI relating to such loss or damage and shall include all costs, counsel fees, expenses and liabilities incurred by the SOUTH MIAMI in connection with any such claim, suit, action or cause of action, including the investigation thereof and the defense of any action or proceeding brought thereon and any order, judgment or decree which may be entered in any such action or proceeding or as a result thereof ARTICLE 12 - INSURANCE REQUIREMENTS 12.1 The CONTRACTOR shall be required to provide and maintain in full force and effect throughout the term of this project all proper insurance coverage as required herein. The CONTRACTOR shall not commence operations of the project under this CONTRACT until it has obtained all insurance required under this Article and submitted proof of said insurance to the Public Works Director of the SOUTH MIAMI, nor shall CONTRACTOR allow any Subcontractor to commence any operations or work on its subcontract until all similar such insurance required of the Subcontractor has been obtained and approved. 12.2 CERTIFICATES OF INSURANCE reflecting evidence of the required insurance shall be filed with the SOUTH MIAMI's Executive Director prior to the commencement of operations on this project, These Certificates shall contain a provision that coverage afforded under these policies will not be canceled until at least thirty (30) days prior written notice has been given to the SOUTH MIAMI Policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have adequate Policyholders and Financial ratings in the latest ratings of A.M. Best and be part of the Florida Insurance Guarantee Association Act. Insurance shall be in force until all work / operations required to be performed under the terms of this CONTRACT are satisfactorily completed as evidenced by the formal acceptance of the SOUTH MIAMI. In the event that the CERTIFICATE OF INSURANCE provided indicates that the insurance shall terminate and lapse during the period of this CONTRACT, the CONTRACTOR, shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed CERTIFICATE OF INSURANCE as proof that equal and like coverage for the balance of the period of the CONTRACT and extension there under is in effect. The CONTRACTOR shall not continue to work pursuant to this CONTRACT unless all required insurance remains in fill force and effect. 12.3 In addition to any of the other obligations or liabilities of CONTRACTOR, CONTRACTOR shall pay, provide and maintain in full force the insurance coverage as set forth below: REQUIRED INSURANCE (a) Workers' Compensation Insurance shall be maintained during the life of the CONTRACT to comply with statutory limits for all employs, and in the case any work is subcontracted, the CONTRACTOR shall require any Subcontractors similarly to provide Workers' Compensation Insurance for all the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. The CONTRACTOR and its Subcontractors shall maintain during the life of this CONTRACT Employer's Liability Insurance. The following must be maintained: A. Workers' Compensation Statutory B. Employees Liability $100,000 per accident (b) Comprehensive General Liability Insurance shall be written on an occurrence basis with a minimum limit of One Million Dollars (1,000,000) per occurrence combined for Bodily Injury Liability and Property Damage Liability and must include the following: (1) Premises and /or Operations -, (2) Independent Contractors; (3) Broad Form Contractual Coverage applicable to this specific contract, including any hold harmless and indemnification agreement; 0 (4) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits coverage equal to those required for Bodily Injury and Property Damage Liability; (5) The SOUTH MIAMI is to be included as "Additional Insured" with respect to liability arising out of operations performed for the SOUTH MIAMI by or on behalf of CONTRACTOR or acts or omissions of the SOUTH MIAMI in connection with general supervision of such operation. (6) Notice of Cancellation and /or Restriction. The policy(s) must be endorsed to provide the SOUTH MIAMI with thirty (30) days notice of cancellation and /or restriction (c) Business Automobile Liability Insurance shall be written on an occurrence basis with a minimum limit of One Million Dollars ($1,000,000) per occurrence combined for Bodily Injury Liability and Property Damage Liability Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include the following: (1) Owned Vehicles. (2) Hired and non -hired vehicles. (3) Notice of Cancellation and /or Restriction. The policy(s) must be endorsed to provide the SOUTH MIAMI with thirty (30) days notice of cancellation and /or restriction- ARTICLE 13 - NONDISCRIMINATION In connection with the execution of this CONTRACT, the CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, age, national origin of ancestry, married status, or sexual orientation. ARTICLE 14 - TERM OF CONTRACT This CONTRACT shall be effect for six (6) months commencing on January 2, 2005 through and including June 26, 2005. The costs associated with this CONTRACT shall be fixed during that terms as set forth in Article 16 hereof, The CONTRACT may be extended by the SOUTH MIAMI, if mutually agreeable to the parties and if appropriate funding is available for the continuation of this project. ARTICLE 15 - TERMINATION Upon determination by the SOUTH MIAMI that the CONTRACTOR has not complied with the terms of this CONTRACT, the SOUTH MIAMI reserves the right to notify the CONTRACTOR of such noncompliance and terminate this CONTRACT. 10 Reasons for termination may include but are not limited to, the failure to provide service within agreed performance standards. The SOUTH MIAMI Board also reserves the light to terminate this CONTRACT without cause upon thirty (30) days written notice. ARTICLE 16 - PAYMENT In return for services specified herein, the SOUTH MIAMI shall pay CONTRACTOR on a monthly basis as invoiced by the CONTRACTOR at a rate of $57.00 per hour for each hour of service provided. Invoices shall be delivered to the SOUTH MIAMI Public Works Department and shall be payable according to the City's Finance Department schedule for accounts payable (approximately thirty (30) business days from the day of receipt). The SOUTH MIAMI is under no obligation to extend or renew the CONTRACT. ARTICLE 17 - MISCELLANEOUS 17.1 It is understood and agreed between the parties hereto that TIME IS OF THE ESSENCE in this CONTRACT and this applies to all terms and conditions contained herein. 17.2 CONTRACTOR shall not assign its rights under this CONTRACT without the prior written consent of the SOUTH MIAMI. 17.3 CONTRACTOR agrees that nothing herein contained is intended or should be construed as in any way creating or establishing the relationship of partners or joint ventures between the SOUTH MIAMI and CONTRACTOR, or as constituting CONTRACTOR or any of its officer, agents, representatives as employees of the SOUTH MIAMI and that CONTRACTOR shall not represent to any third parties that such is the case. 17.4 This CONTRACT shall constitute the entire agreement among the parties and no warranties, inducements, considerations, promises, or other references shall be implied or impressed upon the CONTRACT that are not expressly addressed herein. 17.5 No member of the governing body of the SOUTH MIAMI, or other unit of government, and other officer, employee, or agent of the SOUTH MIAMI or other unit of government who exercises any decision- making authority with regard to this CONTRACT shall have any personal financial interest, direct or indirect, in this CONTRACT. 17.6 Any headings of this CONTRACT are for convenience of reference only and do not define or limit the provisions thereof. 11 ARTICLE 18 - REMEDIES This CONTRACT shall be governed by the laws of the State of Florida. Jurisdiction and venue for any action necessary to enforce the CONTRACT will be held in Broward County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by Statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. VYh ihit 44A91 Service Schedule: January 2, 2005 through June 26, 2005 ... "Two (2) Trolleys on Friday (I 100 to 2200 commencing on January 7, 2005); two trolleys on Saturday of every week (commencing on January 8, 2005), and three trolleys on the first Sunday of each month (10:00 [1000am] to 1800 [6:OOpm] commencing on January 2, 2005) "... Hours: Fridays two (2) Trolleys 11:00 am to 10:00 pm [ 1100 to 2200] Commencing January 7, 2005 Saturdays two (2) Trolleys 11:00 am to 10:00 pm [I 100 to 2200] Commencing January 8, 2005 1 st Sunday of each month three (3) Trolleys 10:00 am to 6:00 pm [1000 to 1800] Commencing January 2, 2005 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officials thereunto duly authorized to enter into agreement for their respective parties. Witness City of South Miami, FL UM Name Title South Florida Trolley Company, Inc. Name Title 13 South Miami Trolley PROPOSED ROUTE - "SUNDAYS ON SUNSET" - Quick Route E5Trolley Stations (5) Trolley Route and Direction of Movement GIS Data (Basic Set Level i) by Miami -Dade County 1 11 11 X11 .11 :11 111