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HomeMy WebLinkAboutExhibitCITY OF MIAMI AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI AND LIMOUSINES OF SOUTH FLORIDA, INC. REQUEST FOR PROPOSALS ("RFP") NO. 256244 MUNICIPAL TROLLEY OPERATIONS SERVICES This Amendment No. 5 ("Amendment") to the Professional Services Agreement ("Agreement") dated February 27, 2012 ("Agreement"), between the City of Miami, a municipal Corporation of the State of Florida ("City"), and Limousines of South Florida, Inc., a Florida profit corporation ("LSF" or "Contractor"), is entered into this day of , 2022 (the "Effective Date"). The Agreement is hereby amended as follows: RECITALS WHEREAS, pursuant to Resolution No. 12-0010, adopted by the City Commission on January 12, 2012, the City and LSF entered into an Agreement to provide trolley operation services for the Department of Resilience and Public Works ("RPW"), Transportation Division in accordance to RFP 256244, Municipal Trolley Operations Services, and its resultant Agreement subject to the availability of funds for the Term and Scope of Work included in the original Agreement; and WHEREAS, the original agreement had a five (5) year initial term with five (5) additional one (1) year options to renew, providing for a total term of ten (10) years as was solicited in the RFP; and WHEREAS, Amendment No. 1 was approved and executed with LSF, adding an advanced public transportation management system, to the City's existing trolley fleet; and WHEREAS, Amendment No. 2 was approved and executed with LSF, increasing the funding to continue trolley operations and conduct upgrades to the advanced public transportation management system, revised compensation model for the Agreement and updated scope of work for the inclusion of a fare collection policy; and WHEREAS, Amendment No. 3 was approved and executed with LSF, revising the penalties incurred by LSF for failing to meet the Performance Guarantees as stated in the RFP: and WHEREAS, Amendment No. 4 was approved and executed with LSF to apply City Ordinance No. 13648, Living Wage, of the City Code to the Agreement, thereby increasing the hourly service rate from $44.69 to $51.79 as authorized by Resolution 21-0505, adopted December 9, 2021; and WHEREAS, the City has an aging Trolley fleet with high replacement parts costs and labor; and WHEREAS, due to the current economic climate and supply chain issues, the trolley replacement part costs and market labor concerns associated with the issuance of a new RFP may be of a significant increase and financial burden on the City; and WHEREAS, a twenty percent (20%) increase from the current rate of $51.79 per service hour to $62.15 per service hour will offset the aging fleet replacement part costs; and WHEREAS, this contract is in its second extension and expires on December 24, 2022, and it is in the City's best interest to extend this Agreement with LSF for three (3) years with two (2) one (1) year options to renew; NOW THEREFORE, for the considerations hereinafter as set forth, the parties agree to as follows: 1. The recitals set forth above are incorporated by reference as if set forth in full herein. 2. This Amendment hereby implements the twenty percent (20%) increase from $51.79 per service hour to $62.15 per service hour and extends the Agreement with LSF for an additional three (3) year term with two (2) one (1) year options to renew. 3. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Amendment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. All other terms, covenants and conditions of the original Agreement issued thereto shall remain in full force and effect, except to the extent herein expressly amended by this Amendment. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. "Contractor" LIMOUSINES OF SOUTH FLORIDA, INC., a Florida profit corporation ATTEST: By: By: Name: Juanita E. Hernandez Name: Ray Gonzalez Title: Office Manager Title: President and CEO ATTEST: By: Todd B. Hannon City Clerk "City" CITY OF MIAMI, a Florida municipal corporation By: Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez City Attorney Anne Marie Sharpe, Director Risk Management AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND LIMOUSINES OF SOUTH FLORIDA, INC, FOR MUNICIPAL TROLLEY OPERATIONS SERVICES This Amendment No. 1 to the Professional Services Agreement dated February 27, 2012, (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Limousines of South Florida, Inc., ("LSF/Contractor") a State of Florida corporation, for the provision of Municipal Trolley Operations Services ("Services") for the Office of Transportation Management (°OTM") is entered into this 7th day of November, 2016. RECITALS WHEREAS, the Agreement was entered into pursuant to Resolution No. 12-0010, Request for Proposals No. 256244, in the total amount not to exceed $2,000,000 for fiscal year 2011-2012, to be funded by the City's share of the Transit Surtax, further authorizing the budget to be amended as necessary subject to the availability of funds for the Term and Scope of Work included in the original Agreement, and in accordance with Article V, Compensation Schedule; and WHEREAS, OTM has recommended the replacement of the existing computer aided dispatch and automatic vehicle locator system currently used in the City's present fleet of thirty- four (34) trolley vehicles, with an advanced public transportation management system ("System"), inclusive of, but not limited to, global position system capabilities, automated passenger counter, audio visual annunciator with voice and board displays, continuous motion video viewing and recording, on demand mobile application with alerting capabilities, access to route stops and estimated time of arrivals, as well as, on demand management real-time data feeds and reporting on mileage covered, service hours and ridership utilization, for the purpose of improving the accuracy and reliability of the City's transportation operations and infrastructure; and WHEREAS, pursuant to Article V of the Agreement, the City Manager has the authority to approve additional services; and WHEREAS, it is requested to enter into Amendment No. 1 with LSF, increasing the Agreement by a one-time expenditure amount not to exceed $343,990.00 for the purchase, installation, implementation, inspection, testing, and training, in the full deployment of the System, through the subcontracting of Services to Tracking Solutions, Corp. (TSO Mobile) (as itemized in Exhibit 1) hereto; allocating an additional annual expenditure amount not to exceed $76,539.00, for the third party platform necessary to support and maintain the upgraded System within the existing thirty-four (34) trolley vehicles, in addition to the ten (10) newly purchased trolley vehicles; and 1 NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement for the inclusion of Articles: XXVII, Additional Services, XXVIII, Public Records, and XXIX, E-Verify — Mandatory Use, as follows: XXVII. ADDITIONAL SERVICES A. Advanced Public Transportation Management System Contractor shall provide, install, implement, inspect, test, train, and host and maintain an advanced public transportation management computer -based system that combines hardware and software, for the monitoring of public transportation fleet vehicles, and which supports the City's municipal transportation operations and infrastructure. System requirements and deliverables shall include, but not be limited to: 1. Global Position System (GPS) Tracking and telematics solution which streams the precise geographic location, speed and direction of public transportation fleet vehicles, and provides real-time feeds plotted against map layers, and geographic fences with programmed route schedules. System shall have the capacity to provide real-time reporting, as well as historical, in addition to sending the collected data automatically to the hosted data warehouse. 2. Camera and Continuous Motion and Mobile Digital Video Cameras strategically positioned within each public transportation fleet vehicle for the purpose of real-time mobile digital video feeds of interior and exterior of vehicle. System shall have the capacity to playback and download digital video, allowing for the review of historical data, in addition to sending the collected data automatically to the hosted data warehouse. 3. Audio Visual Annunciator Voice and LED board displays triggered by GPS for guidance to the visually and/or hearing impaired passengers, and in compliance with Americans with Disabilities Act (ADA). 4. Automated Passenger Counter Automatic aggregation and reporting of passenger utilization data with an accuracy of 98%, to be uploaded onto dashboards and reports, and quantified in support of route re- alignments, enhancements, etc. System shall generate summary reports based on passenger utilization data captured and user's specific input request. 5. Smart Phone Application (On -Demand Traveler Information/Alerting Capabilities) Development of smart phone application and web interface to be used by City transit passengers, free of charge, as an interactive tool which displays public transportation fleet vehicle route maps and stops; continuously updating estimated time of arrival (ETA) at each route stop, trip planning and route selections. System shall interface with Apple iOS and Android platforms, at a minimum. Vehicle location, arrival prediction data, and schedule data must be provided as a publicly -facing RESTfuI web API. All alerts on vehicle location and arrival prediction data must also be publically provided in the GTFS- real-time (GTFS-R) standard. GTFS-R is a widely used open data format for public transportation schedules and associated geographic information that will enable interoperability with other public transportation technology. 2 6. Transportation On -Demand Management and Reporting Requirements System shall provide secure authentication and unlimited visualization access to authorized City users. Real-time dashboard display and reporting and alerting tools to be used by the City, with the capacity to produce a minimum of ten (10) customized and/or ad -hoc reports, in addition to all standard operations and utilization reporting capabilities (i.e., hourly, weekly, monthly, quarterly and annually, etc.), at no additional cost to the City. All data shall be accessible to the City on-line for a minimum of two (2) years from date of System deployment. Data beyond two (2) years, shall be warehoused and available upon request by the City. As part of the System implementation plan, Contractor shall provide to the City a training schedule itemizing sessions to be conducted by Contractor and approved by the City, prior to full System deployment. At a minimum, training shall introduce System, facilitate access, usage, viewing and downloading of real-time data, and reporting on all System capabilities available to the City. Instruction should emphasize recurrent Services reporting and producing customized reports. In addition to the City, Contractor shall provide training to public transportation fleet vehicle operators, as necessary, in preparation for the System implementation and full deployment. 7. Removal of Existing Equipment Contractor shall be responsible for the removal of all existing technology system equipment within the City's public transportation fleet vehicles, as part of the additional services. B. General Requirements Contractor shall: 1. Provide the skilled labor, tools and equipment for all installations, testing, maintenance and repairs of System. 2. Warrant the supplied equipment, components and software from manufacturing and installation defects for one (1) year from date of System deployment. 3. Attend City System implementation meetings and promptly respond to requests for information, technical support and other communication activities, as deemed necessary by the City. 4. Respond to any System failure within one (1) business day after notification and provide resolution within three (3) business days. 5. Provide technical support, both on-line and telephonically, in addition to providing the City with a user's manual on the totality of the System. 6. Provide free of charge to the City, new releases and upgrades to software. C. System Performance Standards Contractor shall provide System designed to meet the accuracy, performance and throughput requirements set forth in this document, as follows: 1. Vehicle location accuracy — System shall detect and report continuous data feeds on all public transportation fleet vehicles identified in the System, with an accuracy of 99.9%. 2. Software — Software as a service solution shall have an uptime of 99,9%. 3. System — System, outside of designated maintenance window, shall have an uptime of 99.5%. 3 D. Ownership The City shall retain ownership of all equipment and hardware acquired by Contractor for the implementation and installation of System within the public transportation fleet vehicles. The City shall own all elements described herein and hold all software licenses necessary for the implementation of the smart phone application. All software operations shall be hosted on a remote server, "iCloud", and shall be provided to the City as software as a service (SaaS). The City shall have a site license for software usage Contractor shall render Services to the City and all Works, as defined below, shall constitute "works -made -for -hire" for the City under the Copyright Act and all other copyright laws. The City shall be considered the authority and/or owner thereof. Contractor shall irrevocably assign all rights, title and interest in and to all Works of authorship, compositions, improvements, compilations, productions designs, artwork, photographs, computer programs and all other copyrightable works and matters that Contractor has, or will develop or prepare, on its own or in connection with others, that (a) have been, or are developed using the City's equipment, supplies, facilities or trade secrets, (b) result from services rendered to the City at any time pursuant to Amendment No. 1, or any prior Agreement between Contractor and the City, and (c) related to the past, present or anticipated business, research, development, products, works or activities of Contractor (collectively, "Works"). If, for an any reason, any Works are deemed not to be a work -made -for -hire and/or there are any rights that accrue to the Contractor as work -made -for -hire, Contractor agrees that Amendment No. 1 shall constitute a royalty -free, irrevocable, perpetual worldwide, exclusive license to the City to use, reproduce, sell, distributive, publicly display and otherwise commercialize all Works. For the purposes of these additional services, "Moral Rights" means any rights to claim authorship of any Work to object or prevent the modification of such Work, or to withdraw from circulation or control the publication or distribution of any Work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or general referred to as a "Moral Right Contractor hereby forever waives and agrees to never assert against the City any and all Moral Rights Contractor may have in or with response to any Work, even after the termination of this Agreement. 4. Compensation The one time expenditure for additional services, described herein shall not exceed $343,990 through the duration of Agreement, unless otherwise previously agreed to by the City, at its sole discretion, and except for additional public transportation fleet vehicles identified by the City to be outfitted with System, as deemed necessary by the City. Progress payments to Contractor will align with Services rendered and tasks completed satisfactorily, such as installation, integration and software customization, web interface and smart phone application development, inspection, testing, and training, at the City's sole discretion. The hosting platform and preventative maintenance necessary to support the System on all existing public transportation fleet vehicles shall be fixed and firm at the rate of $6,378,24, per month, throughout the duration, or extensions of the Agreement, thereof. Notwithstanding, the City reserves its rights to cancel the hosting platform and maintenance services at any time, after System deployment, with thirty (30) days written notice to Contractor. 4 The additional services outlined above are anticipated to require the use of a subcontractor(s). The Contractor shall only invoice the City for expenses directly assessed by the subcontractor(s) for goods and services rendered, and shall not add any further charges. The Contractor shall be responsible for all goods and services provided by its subcontractor(s) to the same extent as if the Contractor had provided the goods and services. The Contractor remains responsible for the supervision, direction, retention, discharge and payment to its subcontractor(s). Notwithstanding, the subcontractor(s) shall also be responsive to the City's support requirements to the same extent as the Contractor, for all goods and services rendered by the subcontractor(s). The City may, at its sole discretion, use other compensation methodologies. The City shall not have any liability, nor will the Contractor have any recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. XXVIII. PUBLIC RECORDS A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet al! requirements for retaining public records and transfer, at the City's request, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at PublicRecords( miamigov.corn, or regular email at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. 5 XXIX. E-Verify — Mandatory Use Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. (SEAL) ATTEST: THE CITY OF MIAMI, FLORIDA Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CITY OF MIAMI, FLORIDA, a municipal Corporation of the State of Florida By: Daniel J. APPROVED AS TO 1 0RA C CO"f CTN SS: 1€QUIREMENTS: % B By: ictoria endez, City Attu rney,4 ATTEST: Corporate S (Affix Corporate Sea!) Ann -Marie Sharpe, Director Risk Managtement Department CONTRACTOR 6 ._4 (Print N-me and Title) Limousines of South Florida, Inc. AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND LIMOUSINES OF SOUTH FLORIDA, INC. FOR MUNICIPAL TROLLEY OPERATIONS SERVICES This Amendment No. 2 to the Professional Services Agreement dated February 27, 2012, (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Limousines of South Florida, Inc., (" LSF/Contractor") a State of Florida corporation, for the provision of Municipal Trolley Operations Services ("Services") for the Office of Transportation Management (" OTM") is entered into this 28th day of February, 2017. RECITALS WHEREAS, an Agreement was entered into pursuant to Resolution No. 12-0010, Request for Proposals No. 256244, in the total amount not to exceed $2,000,000.00 for fiscal year 2011-2012, to be funded by the City's share of the Transit Surtax, further authorizing the budget to be amended as necessary subject to the availability of funds for the Term and Scope of Work included in the original Agreement, and in accordance with Article V, Compensation Schedule; and WHEREAS, pursuant to Resolution No. R-16-0521, Amendment No. 1, adopted October 27, 2016, increased the Agreement by a one-time expenditure amount of not to exceed $343,990.00 for the full deployment of an advanced public transportation management system; and allocated an additional annual amount of $76,539.00, for the platform necessary to support and maintain the upgraded systems capabilities; and further authorized the City Manager to negotiate and execute all amendments, renewals and/or modifications to the Agreement; and WHEREAS, the Contractor and the City have negotiated in good faith, amendments to the terms of this Agreement which will supersede and replace the applicable terms of Agreement; NOW THEREFORE, the recitals above are incorporated herein by reference, and this Amendment No. 2 shall be effective February 28, 2017, and shall amend Agreement as follows: 1. Amend Article II, titled `Initial Term and Renewal Options" as follows: A. 1st paragraph, 2nd and 3rd sentences shall be deleted in their entirety, and be replaced with the following underlined language: Thereafter, the term of this Agreement shall automatically renew for five (5) successive one (1) year terms unless the City provides written notice to the Contractor, thirty (30) days in advance of the end of the then current term that it does not wish to renew the term of this Agreement, as stipulated in Article XVII, Termination. B. 2' paragraph, 4th sentence shall be amended to replace the stricken words in the sentence with the following underlined language: 1 If the proposed incrcccc or decrease in-tho service modification(s) varies +1- 20% of the original RFP service levels in effect at the inception of Year 6 Renewal Period (02/28/2017 — 02/27/2018), based on in-service/billable hours, then the prices will bo ro nagotiatod between tho City and the Contractor rates, as specified in Article V, Compensation, may be negotiated with the following stipulations: 1) Recommendation for a rate increase, if any, must be provided by the Contractor to the City by August 1st of the year prior to the start of the effected renewal period (i.e., August 1, 2017 for renewal period February 28, 2018 — February 27, 2019). 2) Contractor's iustification of the methodology used to determine the new rates shall be provided to the City along with recommendation for a rate increase. 3) Rate increase will not take effect anytime during the effective renewal period, unless the City requests, or agrees to off -anniversary changes in writing. C. Following 41" sentence, add 5th sentence to Article II, to read as follows: Supporting data shall be provided as requested by the City to facilitate the renewal process. If the recommendation for a rate increase is not received by the set date, the rate shall remain the same for the year renewal period. The City reserves the right to negotiate the amount of the rate increase with the Contractor. Any extensions pursuant to Section 1.10 (E) of the General Terms and Conditions, Award of Contract, will be at the then current rates. 2. Amend Article IV, titled "Scope of Agreement" as follows: A. Item No. 4.11, shall be amended to replace the stricken words in the sentence with the following underlined language: The City may charge the riders a fare for Trolley Services at its discretion and, in such instance; the Contractor shall be responsible for collecting the fare and adhering to a fare collection system prescribed by the City. The City shall provide a fare collection system that will be comprised of a fare box with vaults that can be removed and delivered to the City by the Contractor. The Contractor shall be responsible for fare collection equipment training. The Contractor shall be responsible for safely transferring fare box collections to personnel authorized by the City at a schedule determined by the City staff. Security of the fare collections system is the responsibility of the Contractor until they are delivered to and received by the City. Accurate passenger counts, by trip and fare category, will be taken daily, and will be delivered to the City along with the fare vaults. All costs related associated to with fare collection training, fare collection, and transfer of the fare box incurred by Contractor shaft may be assumed by the Contractor negotiated, subject to City instituting fares collections, as may deemed necessary, at the City's sole discretion. B. Item No. 4.24, 1st sentence shall be amended to include the underlined language below: The Contractor agrees to abide by the service performance measures and performance thresholds, to include liquidated damages, as determined .y the City, provided herein as Exhibit 1 — Performance Guarantees. Performance Guarantees and liquidated damages included in Exhibit 1 shall be in addition to any existing performance standards 2 incorporated within the Contract. Contractor shall pay to the City the sums specifically set forth in Exhibit 1. The City will have the right to deduct from, and retain out of the monies which may be due (or which may become due and payable), to the Contractor, the amount of such liquidated damages, and the Contractor shall pay in full such liquidated damages. The rest of item No. 4.24 shall remain unchanged. C. Item No. 4.30, 2nd sentence shall be amended to replace the stricken words in the sentence with the underlined language: The Contractor wilt shall recruit, hiro, train and employ supervisory personnel, and identify the essential duties of each supervisor, including the site manager, dispatchers and the road supervisors, for the purpose of critical in overseeing and monitoring the City's Trolley Operations, of services, to ensure safe, and reliable Trolley Services. D. Following the 2nd sentence, add the newly incorporated 3rd and 4'h sentences to Item No. 4.30, to read as underlined below: Specifically, the Contractor shall dedicate a minimum of two (2) road/field supervisors to the City's Trolley Operations. This is in addition to all other contractually required supervisory personnel. The rest of Item No. 4.30 shall remain unchanged E. Item No. 4.31, 1st sentence shall be amended to replace the stricken words in the sentence with the following underlined language: For the purposes of the City's ongoing operation of tie a public transit system, the Contractor's point of contact shall be the City's Capital lmpFeVe-M nt D'rcetef Chief of Transportation Management, or a person assigned t the City Ca pit31 Imp-evcmcnts Director their authorized designee. 3. Amend Article V, titled "Compensation" to replace the stricken words and dollar values in Years 6 through 10 with the following underlined language to reflect the applicable rate (per in-service/billable hour) amendments for Contract renewal periods, Year 6 through 10 (through February 27, 2022), unless otherwise terminated by the City, at its sole discretion, for convenience or cause. Compensation rate stipulated below, depicts a 2.55% annual increase in current period's rate, commencing with Year 6 and running through the expiration of Year 10. 7. Year 7 $31.68 per in-service hour 8. Year 8 $32.39 per in service hour 9. Year 9 $33.20 per in-service hour 10. Year 10 $34.03 per in service hour 3 Renewal Period Rate (per in-service/billable hour) Year 6 (02/28/2017 — 02/27/2018) Year 7 (02/28/2018 — 02/27/2019) Year 8 (02/28/2019 -- 02/27/2020) Year 9 (02/28/2020 — 02/27/2021) Year 10 (02/28/2021 — 02/27/2022) Notes: $40.41 $41.44 $42.50 $43.58 $44.69 i. Contractor shall not charge the City for conducting regeneration of the Trolley fleet vehicles' ("vehicles') induction motor. Regeneration of vehicles' induction motor shall be completed by Contractor during off -service hours. The City may provide prior approval for regenerations to be conducted during in-service hours, at Contractor's request, and as deemed necessary, and approved by the City. ii. Contractor may charge the City fifty percent (50%) of the current period's hourly rate, if refueling of vehicles must be completed during in-service hours, and in accordance with Performance Guarantees. iii. Contractor may offer incentive discounts/rate reductions to the City at any time during the Agreement term, including any renewals or extensions thereof. The rest of Article V shall remain unchanged. 4. Amend Article VIII, titled "Notices" to delete City and Vendor contact information in their entirety, and replace with the following underlined language: CITY Daniel J. Alfonso, City Manager City of Miami 444 S. W. 2nd Avenue, 10th Floor Miami, Florida 33130 (305) 416-1025 CONTRACTOR Ray Gonzalez, President Limousines of South Florida, Inc. 2766 N. W. 62 Street Miami, FL 33147 (305) 989-6423 Annie Perez, CPPO, Director Department of Procurement 444 S. W. 2nd Avenue, 2nd Floor Miami, FL 33130 (305) 416-1922 5. Amend Article XVI, titled Insurance, Business Automobile Liability, Letter A — Limits of Liability to replace the stricken dollar value coverage for the purpose of reducing combined single limit per occurrence coverage, effective January 1, 2017, as follows: 4 Business Automobile Liability A. Limits of Liability • Bodily Injury and Property Damage Liability • Combined Single Limit • Any Auto/Owned Autos/Scheduled • Including Hired, Borrowed or Non -Owned Autos • Any One Accident $1,000,000.00 $500,000.00 The rest of Article XVI shall remain unchanged. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. ATTEST: Todd B. Hannon, City Clerk THE CITY OF MIAMI, FLORIDA CITY OF MIAMI, FLORIDA, a municipal Corporation of the State of Flora Daniel J. Ito r City APPROVED/S r0 LEGAL FORM AND APPROVED AS TO IN CORRECT ES:: REQUIREMENTS: ictoria Mend ity Attorney t(73,2- 5 Byf Ann -Marie arpe, Dir ctor Risk Mena {'ement Dep rtment By: ATTEST: Corporate Sacra a (Affix Corporate Seal) 6 CONTRACTOR Limousines a 'Sot lori"da, Inc., a Florida Corporat (Print ame and Title) AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND LIMOUSINES OF SOUTH FLORIDA, INC. FOR MUNICIPAL TROLLEY OPERATIONS SERVICES This Amendment No. 3 ("Amendment") to the Professional Services Agreement, dated February 27, 2012 (Agreement), between the City of Miami, a Florida municipal corporation ("City"), and Limousines of South Florida, Inc., a Florida profit corporation ("Contractor"), for the provision of Municipal Trolley Operations Services ("Services") for the City's Department of Resilience and Public Works, Transportation Division ("Transportation") is entered into this 13th day of August 2021. RECITALS WHEREAS, the Agreement was entered into pursuant to Resolution No. 12-0010 and Request for Proposals ("RFP") No. 256244, in the total amount not to exceed Two Million Dollars ($2,000,000.00) for fiscal year 2011-2012, to be funded by the City's share of the Transit Surtax, authorizing the budget be amended as necessary subject to the availability of funds for the Term and Scope of Work included in the Agreement, and in accordance with Article V, Compensation Schedule; and WHEREAS, Amendment No. 2, executed February 28, 2017, further defined the term of the Agreement, the rate increase process, and causes for the collection of liquidated damages. Amendment No. 2 also updated (1) the scope to include a fare collection policy and addition of supervisory labor, and (2) the compensation model for contract renewal Agreement Years six (6) through ten (10); and WHEREAS, the City recognizes the hardship and financial strain of the current liquidated damages for Contract No. 256244, and intends to reduce dollar amounts to reflect current market values as currently implemented by similar local municipalities; NOW THEREFORE, the recitals above are incorporated herein by reference and this Amendment No. 3 shall be effective August 16, 2021, and shall amend the Agreement as follows: The following section is hereby added: XXX. COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in three or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. RFP 256244, MUNICIPAL TROLLEY OPERATION SERVICES, EXHIBIT 1 — PERFORMANCE GUARANTEES The current performance guarantees are hereby deleted and replaced with the following revised performance guarantees: CATEGORY STANDARD MEASUREMENT AMOUNT AT RISK (Liquidated Damages) On -Time Performance (OTP) Allapattah 85%, Biscayne 75%, Brickell 80%, Coconut Grove 80%, Coral Way 75%, Health District 90%, Little Havana 80%, Overtown 85%, Stadium 85%, Wynwood 90%, Liberty City 75%, Little Haiti 75%, Flagami 75% In service vehicles arriving no more than one (1) minute early and within five (5) minutes of the stated headway, or schedule time at stop. $1,000.00 monthly, per route, that has operated below targeted OTP. For example, if two (2) routes are operating below standard, LSF will be charged $2,000.00. Complaints No more than 15 complaints reported per 100K Citywide in-service boardings. $1,000.00 per 100K Citywide in-service boardings, with more than fifteen (15) complaints reported. Accident Rate No greater than two (2) chargeable accidents per 100K Citywide in-service miles. Chargeable, as defined by National Safety Council, Smith System, or any approved internal standard for rating accidents. $1,000.00 per 100K Citywide in-service miles, with more than two (2) chargeable accidents. Vehicle Exterior Appearance 100% In service vehicles shall be free of significant body damage and devoid of graffiti. $100.00 per incident Vehicle ADA Equipment 100% In service vehicles must have a working lift and automatic announcers. If mechanical failure occurs with lift, vehicle must be replaced immediately. If automatic announcement fails, the vehicle driver must make announcements verbally. $1,000.00 per incident. Missed Trips Zero (0) scheduled trips missed due to vehicle or driver unavailability, mechanical difficulties, traffic accident or incident. A missed trip is a trip not completed within the time equal to the headway on the route. $100.00 per incident All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. IN WITNESS WHEREOF, the p year f;rst above written.. ATTEST. By: Narnee: Title: ATTEST; Todd City Cfer Hanna. APPROVED AS TO CORRECTNESS: By: 8a,..44.6 .L. ?ye e/6/e Victorth Mendez PRV 8/9/21 City Attorney (Matter 20-196) es have executed this Arnendment as of the day and "Contractor" LIMOUSINES OF SOUTH FLORIDA, INC., a Florida profit corporation • "City" CITY OF MIAMt a Florida municipal partition rthttr Nirf «a V City Mariay ar APPROVED AS TO IN$ AN E REQUIREMENTS: /, Anne Marie Sharps Director Risk Management DocuSign Envelope ID: 0BC49085-5584-4BB4-91 DF-A01 C2FB307B9 CITY OF MIAMI AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI AND LIMOUSINES OF SOUTH FLORIDA, INC. REQUEST FOR PROPOSALS ("RFP") NO. 256244 MUNICIPAL TROLLEY OPERATIONS SERVICES This Amendment No. 4 ("Amendment") to the Professional Services Agreement ("Agreement") dated February 27, 2012 ("Agreement"), between the City of Miami, a municipal Corporation of the State of Florida ("City"), and Limousines of South Florida, Inc., a Florida profit corporation ("Contractor"), is entered into this 1st day of March, 2022 (the "Effective Date"). The Agreement is hereby amended as follows: RECITALS WHEREAS, pursuant to Resolution No. 12-0010, adopted by the City Commission on January 12, 2012, the City and the Contractor entered into the Agreement to provide trolley operation services for the City's Department of Resilience and Public Works, Transportation Division ("Transportation" or "Public Works") in the manner provided by said Resolution, in accord with Request for Proposals ("RFP") No. 256244 and its resultant Agreement; and WHEREAS, the Agreement has a five (5) year initial term with five (5) additional one (1) year options to renew, providing for a possible total term of ten (10) years as was solicited in the RFP; and WHEREAS, Amendment No. 1 was approved and executed with the Contractor, adding an advanced public transportation management system to the City's existing trolley fleet; and WHEREAS, Amendment No. 2 was approved and executed with the Contractor, increasing the funding to continue trolley operations and conduct upgrades to the advanced public transportation management system, revised the compensation model for the Agreement, and updated the scope of work for inclusion of a fare collection policy; and WHEREAS, Amendment No. 3 was approved and executed with the Contractor, revising the penalties incurred by the Contractor for failing to meet the Performance Guarantees as stated in the RFP; and WHEREAS, on or about November 17, 2016, by passage of Ordinance No. 13648, codified as Chapter 18, Article X of the Code of the City of Miami, Florida, as amended ("City Code"), the City substantially amended its Living Wage Ordinance to expand and update various terms, conditions, and requirements; and WHEREAS, the amended Living Wage Ordinance provides that City Service Contracts with a total contract value exceeding One Hundred Thousand Dollars ($100,000.00) annually, and that have DocuSign Envelope ID: 0BC49085-5584-4BB4-91 DF-A01 C2FB307B9 been competitively solicited and awarded on or after January 1, 2017 by the City for the procurement of services (unless the Living Wages is excluded as provided in Section 18-557 of the City Code), contractors must pay to all employees, who provide services, a Living Wage of no less than Fifteen Dollars ($15.00) per hour without health benefits; or a Living Wage of no less than Thirteen Dollars and Nineteen Cents ($13.19) per hour with health benefits, to be substantiated by the Employer; and WHEREAS, the negotiated Agreement with the Contractor predates the referenced amended Living Wage Ordinance; and WHEREAS, pursuant to Resolution No. 21-0505, adopted by the City Commission on December 9, 2021, amending the Agreement was allowed to account for the Living Wage Ordinance as established by City Code and authorizing the City Manager to execute this Amendment to the Agreement, in a form acceptable to the City Attorney, and providing for payment of the Living Wage to employees of the Contractor; NOW THEREFORE, for the considerations hereinafter as set forth, the parties agree to as follows: 1. The recitals set forth above are incorporated by reference as if set forth in full herein. 2. This Amendment hereby implements the provision of the payment of the Living Wage to employees of the Contractor by creating Agreement Section XXXI entitled "Living Wage" and providing as follows: XXXI. LIVING WAGE: Pursuant to Chapter 18, Article X, Section 18-557, of the City Code and City Resolution No. 18-0045, the Contractor shall agree to pay to all its employees, who provide services, a Living Wage of no less than Fifteen Dollars ($15.00) per hour without health benefits; or a Living Wage of no less than Thirteen Dollars and Nineteen Cents ($13.19) per hour with health benefits. 3. Attached hereto and incorporated herein is the Exhibit "A" Trolley Operations Revised Hourly Service Rate, providing the prices for the trolley operational services based on the implementation of the Living Wage Ordinance. 4. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Amendment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. All other terms, covenants and conditions of the original Agreement issued thereto shall remain in full force and effect, except to the extent herein expressly amended by this Amendment. DocuSign Envelope ID: 0BC49085-5584-4BB4-91 DF-A01 C2FB307B9 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. ATTEST: By: ,—DocuSignetl by: luan1ti tttrat47-e "Contractor" LIMOUSINES OF SOUTH FLORIDA, INC., a Florida profit corporation :oocuSignetl by: By: 4m^i5`i Name: Juanita E. Hernandez Name: Ray Gonzalez Title: Office Manager Title: President and CEO ATTEST: Doegsignetl by: C By: EabDseaow— - Todd B. Hannor\. City Clerk DocuSigned by: "City" CITY OF MIAMI, a Florida municipal corporation By: 4ri l "W A Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: BY: IDocusignetl by: 1? FP�tr Victoria Mendez (Matter 22-392) City Attorney DocuSignetl er: By: &YuAk 4"") Anne Marie Sharpe, Director Risk Management DocuSign Envelope ID: 0BC49085-5584-4BB4-91 DF-A01 C2FB307B9 EXHIBIT "A" TROLLEY OPERATIONS REVISED HOURLY SERVICE RATE The below rate is indicative of the service rate to cover the cost of all employees that work on the City of Miami ("City") Trolley Professional Services Agreement ("Agreement"), including drivers, road supervisors, dispatchers, administrative support, washers, etc. Additionally, non -service hours wherein employees perform pre/post shift responsibilities, are also included. City Trolley Agreement — Living Wage ("LW") Adjustment Current Billable Hourly Rate Yearly Increase in Billable Hourly Rate, per Agreement (2.55%) Billable Hourly Rate Before LW Adjustment Increase in Billable Cost for LW adjustment New Billable Hourly Rate accounting for LW adjustment $44.69 $ 1.14 $45.83 $ 5.96 $51.79 PROFESSIONAL SERVICES AGREEMENT T BETWEEN LIMOUSINESOF SOUTH FLORIDA, INC. AND THE CITY OF MIAMT, FLORIDA FOR :MUNICIPAL TROLLEY OPERATIONS SERVICES OR THE CITY OF LAi Professioa1 Services Agreement ("Agreement of Y uo.Y1 ; 2Ol2, by and between the City of I trnieipal corporation organized and existing under and by vi of Florida, 444 SW 2"a Avenue, Miami, Florida 33130 and, I lnc, ("LSF„ or "LSF Shuttle" or"Contractor"), a Florida corporal place of business at 2595 NW 38th Street, Mianri, Fla, 33142. WHEREAS, the 2010 Florida Legislature enacted CS/HB 1271, codified as Fla. Star dev ed into this ° day Florida, (`'City"), a the laws of the State les of South Florida, having itsprin.cipat §212.055(1), as amended in order to allow Transit Surtax funds for the planning, opment, construction, operation, and maintenanoe of bus systems; and V>tIE]I EAS, pursuant to "Miami Dade County Ordinance No. 02-116, as amended March 15, 2011 transit services in the nature of circulator buses is err. eligible e pense from the Charter County Transportation System Surtax funds (Transit Surtax), VHEIi EEAS, the City finds it' desirable to provide transit servic of Miami for improved mobilty, enhanced accessibility, and to support nd residents; and NHEREAS, the servile is ct mpletely or partially fundec of the Transit Surtax and riot the General Fund; and VI EEEAS, the City of Miami, Florida advertised Requ contract for trolley services, RFP No. 256244, 1; and iYHEIIEAS, on April 29, 20"1.1 and June.2, 201 eonvetred and selected Limousines of South Florida, responsive and responsible proposer; and '4'VHERI� AS, t%ze City awarded the etatract to Lint pursuant to Miami, Florida, Resolution No, R-12-0010 (Jan ri REAS, the Contractor, far with 1 that uprises the Request for Proposal and tlic expressed its desire and will ngness to provide $ presented their qualifications to the City, and, rite Contractor agr herein. the City agrees to enter into t1 s to accept eniploynxent undo s to the residents at businesses the Crty's share op al fo lie Evaluation Conrrtaittee: as the trio st qualified s of South Florida, 2, 2012); and to Scope ofork required Hereunder Contract specifications and having cli professional services and having a th Bement with the Contractor and. terns and conditions set forth 1lPrt{ NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: 21I?age I. DEFINITIONS All terms used in this Agreement shall be defined in accordance with the Rules of Construction and Definitions, Section (2.4) of the Request for Proposal, hereinafter referred to as "RFP," unless stated below. "ADA" shall mean the Americans with Disabilities Act. The Americans with Disabilities Act (ADA) gives federal civil rights protections to individuals with disabilities similar to those provided to individuals on the basis of race, color, sex, national origin, age, and religion. It guarantees equal opportunity for individuals with disabilities in public accommodations, employment, transportation, State and local government services, and telecommunications. "Addenda/Addendum" shall mean written or graphic instruments issued prior to the Proposal Opening which modify or interpret the Contract Documents by additions, deletions, clarifications, modifications, or corrections. "Agreement" shall mean the executed contract between the City and the Contractor. "Agreement Documents" shall mean the Professional Services Agreement, the Request for Proposal and the Response by the Contractor to the Request for Proposal as those terms are defined and identified in this Agreement. "Agreement Documents" is synonymous with the trade term "Contract Documents." "Charter Service" shall mean service as defined in Federal Transit Administration ("FTA"), Final Rule on Charter Service as amended. "Circulator" shall mean fixed route or semi -fixed route public transportation circulator services where at least seventy (70%) percent of the route is within the City and said circulator service is operated by the City, directly or by contract, pursuant to this Agreement and Chapter 31 of the code of Miami -Dade County. May also be known as "Trolley". "City" shall mean the City of Miami, Florida. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. "City Commission shall mean the legislative body of the City. "City Manager" shall mean the Chief Executive Officer and Administrator of the City. "Contractor" shall mean Limousines of South Florida, Inc. who is the Contractor performing the specified professional services under this Agreement. 3 "Contract Documents" shall mean any documents ( e.g. RFP, etc.) which are specifically stipulated as being included in the Agreement. "County" shall mean Miami -Dade County, a political subdivision of the State of Florida "CSD" shall mean the Consumer Services Department of Miami -Dade County "Director" shall mean the Director of the City of Miami Capital Improvements Projects Department or the Director's authorized designee. "Fares" for the trolley service shall mean individual transportation fees paid by public transit passengers in accordance with a schedule of fares adopted by City Ordinance and as may be amended from time to time by the Miami City Commission. "FDOT" shall mean the Florida Department of Transportation and authorized representatives thereof. "Federal Reporting Requirements" shall mean those requirements referenced in 49 CFR Section 5335(a), as may be amended from time to time, and found in the National Transit Database Reporting Manual published by the FTA. "FTA" shall mean the Federal Transit Administration, its rules and regulations, and authorized representatives thereof. "In -Service" shall mean the time during which a trolley is in en -route, or authorized detours, and stopping to load and unload passengers, or such other times a trolley is available for use by the general public, or as otherwise specified for the benefit of the City. "MDT" shall mean the Miami -Dade Transit and authorized representatives thereof. "Notice To Proceed" shall mean the same as "Authorization to Proceed." A duly authorized written letter or written directive issued by the Director acknowledging that all applicable conditions precedent to commencement of the services have been met and/or directing that the Contractor may begin the services. Notwithstanding any provision to the contrary, a Notice to Proceed for In -Service operations will not be issued until an Interlocal Agreement for the Provision of Public Transportation Services has been executed by the City and the County. "Out -of -Service" shall mean all times other than when the trolley is In -Service. Out -of - Service shall include all time spent driving to the beginning point on the route or moving trolleys from one route to another route or location, or any such time not expressly approved by the City as In -Service. "Professional Services Agreement" (PSA) shall mean this Agreement between the City and the Contractor, as it may be amended from time to time. 41Page "Project Manager" shall mean an employee or representative of the City assigned by the Director to manage and monitor the Services to be performed under this Agreement. "Proper Invoice" shall mean an invoice that conforms to all statutory requirements under Florida's Prompt Payment Act, §218.70, et. seq., Fla. Stat., as amended and all requirements specified by the local governmental entity to which the invoice is submitted. Such requirements must be included in the Agreement for the project for which the invoice is submitted. "PTRD" shall refer to the Passenger Transportation Regulatory division of CSD. "Response to The Request for Proposal ("RFP") shall mean the Response by the Contractor to RFP 256244, 1. "Request for Proposal" ("RFP") shall mean City of Miami RFP 256244, 1, RFP for Trolley Services as amended by any Addendums. "Risk Administrator" shall mean the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. "Scope of Services" or "Services" shall mean a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. "USDOT" shall refer to the U.S. Department of Transportation, its rules and regulations and authorized representatives thereof. 5 1 II. INITIAL TERM AND RENEWAL OPTIONS The term of this agreement shall be five (5) years of operation of service commencing on the date stated upon the issuance of a Notice to Proceed, which will specify the date on which the Contractor shall commence Services/Transition of Services pursuant to this Agreement. The City retains the option to extend this Contract for five (5) additional one (1) year periods, upon further approval of the City Commission. Each renewal of this Contract is subject to City Commission approval, availability of funds, all other terms and conditions of the Agreement, and continued satisfactory performance compliance with the specifications, terms and conditions established in Section 3. Specification in RFP. All activities as described in the Scope of Services shall be undertaken, performed and completed within the term provided herein. This Agreement will be in effect during the term indicated above. The City reserves the right to modify the service level above or below that specified in the agreement. If the proposed increase or decrease in the service is greater than 20% o of the original RFP service levels, based on service hours, then the price will be re -negotiated between the City and the Contractor. III. PRIORITY OF PROVISIONS 3.0 If there is a conflict with the Request for Proposal and/or the Response to Request for Proposal and this Agreement, this Agreement shall in all cases prevail. The City reserves the right to resolve any contradictions and to correct any errors contained in its proposal documents. Any conflicts between the Request for Proposal and Addendum shall be resolved in favor of the provisions of this Agreement. If there is a conflict or inconsistency between any term, statement requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into the Agreement Documents by reference and a term, the response prepared by the Contractor, or provision of the Agreement Documents the following order of precedence shall apply: 3.1 In the event of conflicts in the Agreement Documents the priorities stated below shall govern; • Revisions (Amendments) to the Agreement which are executed shall govern over the Agreement. • The Agreement shall govern over the RFP, any Addendum to the RFP, and the RFP Response. • The RFP shall govern over the RFP Response 61Page IV. SCOPE OF AGREEMENT IN GENERAL 4.0 The professional services to be performed by the Contractor are contained in the Request for Proposal RFP No. 256244,1 with Addendum No, 1 issued on March 4, 2011 (See Composite Exhibit "A") and the Response to Request for Proposal RFP No. 256244,1 (See Composite Exhibit "B"). The City acting by and through the Director or the Director's authorized designee reserves the right to resolve any contradictions and to correct any errors contained in its proposal documents. 4.1 The City will utilize its own trolleys to provide a fixed route service and a charter trolley service. The City shall initially provide twelve (12) Trolleys to the Contractor which shall be considered the "basic fleet" for use solely for the provision of Trolley Services. The trolleys are owned by the City, and the Contractor shall NOT utilize the Trolleys for any other use except as expressly authorized by this Agreement. The Contractor agrees to provide professional services and personnel in connection with the operation of the City of Miami Trolley System. 4.2 In the event the Contractor is asked to provide Minibuses with minimum seating capacity of 25 passengers, the Contractor agrees to provide suitable Minibuses in good mechanical condition and safe operating condition, in conformity with all applicable local, state, and federal safety regulations for additional services as requested by the City, The Contractor agrees to provide additional Minibuses with a (30) day notice. The provided Minibuses shall operate as integral part of the City's service and may only carry advertisements and other material provided by the City. 4.3 The Contractor agrees to initiate the Trolley service within 30 days of Notice to Proceed. 4.4 The City shall provide to the Contractor all diesel fuel necessary for the City -owned Trolleys. Diesel fuel shall be provided from the City fuel facility located at the following address, 1390 N.W. 20 Street, Miami, FL. The fuel facility can be relocated anywhere in the City at the City's discretion. The Contractor shall not use fuel provided by the City for any purpose other than the provision of Trolley Services and for the City -owned vehicles only. The Contractor agrees to abide by the fuel auditing requirement to be determined by the City. 4,5 The City shall furnish and install fuel collars on all its Trolleys at the City's cost. 4.6 The Contractor shall provide all diesel fuel necessary for mini buses provided by the Contractor. 7Page 4.7 Contractor shall provide Trolley Services within the City and its adjacent areas according to a schedule determined by the City, as may be adjusted or amended from time to time. The City shall be responsible for designation of route alignments and transit stops. The transit stops to be established by the City shall include, but shall not be limited to, existing Miami -Dade Transit bus stops. Contractor shall only use designated and authorized stops along the established route alignments. 4.8 Contractor shall provide Trolley Services a minimum of five (5) days per week and a maximum of seven (7) days per week. Contractor shall provide Trolley Services at a minimum of four (4) hours per day per vehicle and a maximum of eighteen (18) hours per day per vehicle. 4.9 The City retains the right to amend route alignments, stop locations, or hours of in-service operation from time to time at the discretion of the City Commission or the City Manager. No Trolley Services shall be provided on the holidays determined by the City. 4.10 The City shall provide operating schedules and Trolley blocks and will be responsible for any adjustments or changes to the schedules. The Contractor may alter the proposed Trolley blocks, but must submit any changes to the City for approval prior to implementation. The Contractor will be responsible for all drivers scheduling. 4.11 The City may charge a fare for Trolley Services at its discretion and, in such instances; the Contractor shall be responsible for collecting the fare and adhering to a fare collection system prescribed by the City. The City shall provide a fare collection system that will be a fare box with vaults that can be removed and delivered to the City by the Contractor. The Contractor shall be responsible for fare collection equipment training. The Contractor shall be responsible for safely transferring fare box collections to personnel authorized by the City at a schedule determined by the City staff, Security of fare collection system is the responsibility of the Contractor until they are delivered to and received by the City. Accurate passenger counts by trip and fare category will be taken daily, and will be delivered to the City along with fare vaults. All costs related to fare collection training, fare collection, and transfer of fare box shall be assumed by the Contractor. 4.12 The Contractor agrees to assist the City and the City Project Manager in ensuring that the City comply with Articles 2.1 through 2.11, 3.1 through 3.7, 3.12, 4.1, 4.2, Article 5, Articles 6.3, 8.2, 8.3, and 8.4 and other applicable provisions of the of the Interlocal Agreement between Miami -Dade Transit Agency and the City of Miami (See Exhibit "C"). 4.13 The City retains the option to expand the Trolley Services at a later date by procuring more trolleys. Contractor agrees to provide services and personnel to such service expansion according to the terms outlined in this Agreement. 81Page 4.14 From time to time, the City Manager or the Director may request that the Contractor operate the transportation service beyond the fixed route schedule. This additional service may include, but will not be limited to, extended hours of service, and/or special routings during special events or to assist during periods after a natural disaster. The Contractor will provide the service as directed by the City and will be compensated at the hourly rate included in Section V. The Contractor shall make available to the City, upon seventy-two (72) hours advance notice by the City Manager, Director, or the Director's designee, The Contractor agrees to provide vehicles and personnel to operate additional service. 4.15 The Contractor shall provide radio communication in each vehicle and a base station at the dispatch location and GPS tracking in all vehicles. Such GPS services shall be made available to the City at no cost and the City shall have remote and on -site access to such devices at all times. The Contractor agrees to assist the City in implementation a web -based real-time tracking service by providing required information and by updating software. at no cost to the City. 4.16 The City will be allowed to sell and install advertising on the interior and exterior of the City -owned or Contractor -owned vehicles in-service for the Trolley service. The cost for production will be at the cost to the City and all revenues for advertising will be retained by the City. The Contractor freely, knowingly and voluntarily affirms that all advertizing will be permitted / approved by the City, and the City will retain and collect all revenues from such advertizing. 4.17 The Contractor shall be responsible for the maintenance, repairs, and secure storage of the Trolleys. Regular maintenance and repairs shall be performed in accordance with the Trolley Manufacturers' suggested maintenance guidelines, and such maintenance guidelines are to be provided by City. Contractor is responsible for the repairs of accidents at the City's approval. The City retains the right to inspect and approve repairs during and after repairs have been performed. The Contractor shall provide advance information to the City Project Manager of maintenance and repair exceeding $1,000. 4.18 The Contractor shall be responsible for returning the City owned vehicles in a safe, usable, and operable condition at the end of the Agreement period, less normal wear and tear. 4.19 The Contractor shall at all times maintain trolleys in good mechanical condition and safe operating condition, and in conformity with all applicable local, state, and federal safety laws, rules and regulations. Standards of performance for cleanliness, mechanical reliability, and interior and exterior cosmetic appearance will be developed by the City prior to the implementation of the trolley service. The Contractor will clean and fumigate the Trolleys. The Contractor shall clean the interior of the Trolleys on a daily basis and the exterior once a week. The Contractor will be expected to adhere to these standards. 9IPage 4.20 The Contractor will ensure that vehicles are operated safely and in a manner that will prevent excessive wear and tear. Any indication of abuse of the Trolleys noted by the City will be brought to the attention of the Contractor for corrective action. Repairs made necessary as a result of abusive operation of the equipment by the Contractor's personnel will be billed to the Contractor. 4.21 The Contractor shall notify the City Project Manager of any service irregularity which will include, but not be limited to, accidents, incidents, complaints, service delays and schedule adherence problems, GPS operation, and farebox malfunctions. Notification should not be more than one hour after an incident involving personal injury and/or property damage and should occur by the end of the service day for other incidents. Verbal notification must be followed by written documentation from the Contractor to the City. 4.22 The Contractor shall implement and maintain formal and expedient procedures to respond to all trolley service accidents, disturbances, passenger injuries or fatalities, and any other service interruptions or failures. These shall be reported to the City in a timely manner. All traffic accidents involving trolley service vehicles, irrespective of injury or damage, shall be immediately reported to the City of Miami Police Department. The Contractor shall advise the City of Miami Police Department of the accident and request a police unit to investigate the accident and the City of Miami Police Department ID Unit to photograph the scene. The City Project Manager shall be immediately notified by telephone by the Contractor of any accident or incident, especially those resulting in injury, in loss or damage to the City and/or private property. Written notification shall follow within 24 hours, This written notification shall describe the sequence of events and include reports by driver, attendant, witness, etc. Further, fatalities are to be report verbally to FDOT within 24 hours of the incident, followed with a written report within the next 24 hours. Contractor is responsible for the repairs of accidents at the City's approval. The City retains the right to inspect and approve repairs during and after repairs have been performed. 4.23 The Contractor shall implement a written dispute resolution process for the rapid resolution of passenger complaints regarding the bus services. The Contractor shall document passenger complaints and describe any actions taken to resolve such complaints and verbally report to the City Project Manager the complaints and actions taken within the same business day of any complaint and in writing within 24 hours. 4.24 The Contractor agrees to abide by the service performance measures and performance thresholds to be determined the City. The Contractor shall collect and maintain service related data. If the Contractor is unable to meet the service performance measures, the City shall provide a 30-day cure notice followed by a 30-day period to cure. The City retains the right to renegotiate or terminate the Agreement if the Contractor fails to satisfactorily address a notice to cure. 4.25 The drivers employed by the Contractor for the purpose of providing the Trolley services shall be licensed commercial drivers with a passenger endorsement, in 101Page compliance with City of Miami, Miami -Dade County, Florida, and the State of Florida. All drivers shall be employees of the Contractor. The Contractor shall ensure that all drivers are familiar with all policies and procedures, regardless of distribution of written materials to same. The City may send a representative to any of the Contractor's driver training classes to present the City's vision of what is expected of the transit system at no cost to the City. Drivers shall be fully trained in defensive and vehicle handling at no cost to the City. 4.26 Drivers shall be trained in the special skills required to provide transportation to elderly and disabled passengers. Drivers shall assist passengers needing assistance in boarding, alighting, and movement within the vehicles to ensure safe transportation. 4.27 Regularly assigned drivers or trained back-up drivers shall be available and on time daily to ensure consistent and reliable service. Passengers must never be kept waiting, except where schedules are maintained. 4.28 Drivers shall be dressed and groomed appropriately and they shall be in a uniform acceptable to the City. Drivers shall wear identification tags clearly displaying their first name only while performing their duties. Each driver and Trolley shall have an accurate timepiece available and in clear sight at all times during vehicle operation. Drivers are required to have a thorough knowledge of traffic regulations along the route and the schedule time points. Drivers need to be sensitive to ridership comforts, such as the interior temperature on their respective vehicle, cleanliness of vehicles, etc. 4.29 It is highly desirable that any person hired by the Contractor for this agreement be bilingual in English and Spanish. The Contractor will establish and maintain an effective driver safety program, an occupational health and safety program, a drug testing and awareness program and will maintain a drug -free workplace that meets FTA guidelines. In addition to operating and supervising the service, the Contractor's personnel will be responsible for distribution of passenger information materials and periodic surveys on the Trolleys and in the field, as necessary. 4.30 The Contractor shall provide knowledgeable, effective supervisory staff to support the Trolley Service. The Contractor will recruit, hire, train and employ supervisory personnel, including a site manager, dispatchers and road supervisors for the purpose of overseeing the operation of service, and to ensure safe, reliable Trolley Service. All project personnel employed by the Contractor shall maintain a professional, courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Discourtesy, rudeness or the use of profanity will not be tolerated and shall be grounds for immediate removal of the offending employee from performing work within the program. Drivers and dispatchers shall accurately complete and submit the required operating reports daily. All personnel shall be required to attend quality/safety workshops as required by the City up to a maximum of eight hours per year per employee. The Contractor shall provide manuals related to personnel policies and 111Page procedures, and maintain an employee acknowledgment file with employee signature indicating they have read and fully understand its contents. 4.31 For the purposes of the ongoing operation of the transit system, the Contractor's point of contact will be the City Capital Improvements Director or a person assigned by the City Capital Improvements Director. Contractor input will be solicited for adjustments in running times and must report any ongoing schedule adherence problems. The Contractor shall be responsible for periodic reporting as established in agreement. V. COMPENSATION The Contractor agrees to provide the Trolley service at the following rates: The rate for trolleys provided by the City: 1. Year 1: $27.97 per in-service hour 2. Year 2: $27.97 per in-service hour 3. Year 3 $28.67 per in-service hour 4. Year 4 $29.39 per in-service hour 5. Year 5 $30.13 per in-service hour 6. Year 6 $30.89 per in-service hour 7, Year 7 $31.68 per in-service hour 8. Year 8 $32.39 per in-service hour 9. Year 9 $33.20 per in-service hour 10. Year 10 $34,03 per in-service hour The rate for the mini buses provided by the Contractor shall be $45.09 per in-service hour. Invoices are generally paid within 30 days of receipt for services rendered and verified as accurate by the City. If the City does not pay an accurate, verified invoice within 30 days, the Contractor shall provide written notice and an opportunity to cure within 15 days of receipt of such notice. The Contractor must obtain prior written approval of the City prior to performing services that are outside the Scope of Services in this agreement. VI. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS The Contractor shall comply with all applicable laws, ordinances, codes, rules and regulations of federal, state and local governments, including the City, relating to the Trolley transportation service. VII. LABOR STANDARDS The Contractor shall assume any and all liability and responsibility concerning labor standards under this Agreement. VIII. NOTICES 12'Page All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY Johnny Martinez, P.E., City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 IX. OWNERSHIP OF DOCUMENTS VENDOR Vasti Amaro, Senior Vice President Limousines of South Florida, Inc 3300 SW. l 1th Ave. Fort Lauderdale, FL 33142 954-463-0845 All documents developed in relation to the performance of the work done under this Agreement by the Contractor shall be delivered to the City upon completion of the services required and shall become the property of City, without restriction or limitation of its use. The Contractor agrees that all documents maintained and generated hereto shall be subject to the applicable provisions of the Public Records Law, Chapter 119, and Florida Statutes. X. AWARD OF AGREEMENT The Contractor warrants that it has not employed or retained any person employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the City any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. XI. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. XII. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. XIII. INDEMNIFICATION Contractor shall indemnify and hold harmless City, its officers, agents, directors, and employees, from liabilities, damages, losses, judgments, and costs, including, but not .................................................... 131Page limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall, further, hold the City, its officials and employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, regarding injuries or damages arising in any way out of, or resulting from, the Contractor's performance of the professional services described in the Scope of Services, the permitted work required under this Contract, or the performance of this Contract, even if it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Contractor shall, upon written notice from City, defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnifications provided above shall obligate Contractor to defend, at its own sole expense, to and through appellate, supplemental or bankruptcy proceeding, to provide for such defense, any and all claims of liability and all suits and actions of every name and description which may be brought against the City within the scope of the above -described indemnifications. These indemnifications will survive the cancellation or expiration of the Contract. These indemnifications will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Fla. Statutes, as amended and as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of these indemnifications, the receipt and sufficiency of which is acknowledged by the Contractor. XIV. CONFLICT OF INTEREST 14.1 Contractor covenants that no person under its employ who presently exercises any functions or responsibilities on behalf of the City in connection with this Agreement has any personal financial interests, direct or indirect, with the Contractor. Contractor further covenants that, in the performance of the Agreement, no person having such conflicting interest shall be employed. Any such interest on the part of the Contractor or its employees must be disclosed in writing to the City. 14IPage 14.2 Contractor is aware of the conflict of interest laws of the City, Miami City Code §2-611, Miami -Dade County, Florida, Miami -Dade County ode § 2-11.1; and the State of Florida, Chapter 112, Part III, Florida Statutes, as amended, and agrees that it shall fully comply in all respects with the terms of said laws. XV. INDEPENDENT CONTRACTOR Contractor, its employees, agents or representatives, shall be deemed to be independent contractors and not agents or employees of the City and shall not attain any rights or benefits under the civil service or pension ordinances of the City, or any rights generally afforded classified or unclassified employees. Contractor, its employees, agents or representatives, shall not be entitled to Florida Workers' Compensation benefits as an employee of the City. XVI. INSURANCE Within ten (10) days after the execution of this Contract by both parties, and throughout the term of this Contract, the Contractor shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements." The City shall be listed as an "Additional Insured." This Contract is contingent upon the receipt of proper insurance documents required by this Contract. The Contractor shall furnish to the City of Miami c/o Risk Management, 444 SW 2nd Avenue, 9th Floor, Miami FL, 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meet the requirements as outlined below: INSURANCE REQUIREMENTS -MUNICIPAL TROLLEY OPERATION SERVICES Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed. Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required • City of Miami included as an additional insured • Miami Dade County listed as an additional insured • Contingent and Contractual liability • Premises & Operations Liability • Primary Insurance Clause Endorsement 151Page Business Automobile Liability A. Limits of Liability • Bodily Injury and Property Damage Liability • Combined Single Limit • Any Auto/Owned Autos/Scheduled • Including Hired, Borrowed or Non -Owned Autos • Any One Accident $ 1,000,000 B. Endorsements Required • City of Miami included as an Additional Insured • Miami Dade County listed as an additional insured Worker's Compensation • Limits of Liability • Statutory -State of Florida • Waiver of subrogation Employer's Liability A. Limits of Liability • $1,000,000 for bodily injury caused by an accident, each accident. • $1,000,000 for bodily injury caused by disease, each employee • $1,000,000 for bodily injury caused by disease, policy limit Umbrella Policy/Excess Liability (Excess Following Form) A. Limits of Liability • Bodily Injury and Property Damage Liability • Each Occurrence $5,000,000 • Aggregate $5,000,000 B. Endorsements Required • City of Miami listed as anadditional insured • Miami Dade County listed as an additional insured • Coverage Physical Damage Coverage • Collision $1,000 Deductible • Other than Collision/Combined Additional • Coverage • City of Miami and Miami Dade County listed as loss payees $1,000 Deductible Contractor is responsible for insuring the Trolleys against physical damage and for payment of any deductible. 16IPage Fidelity Bond $10,000 • City of Miami listed as loss payee • City of Miami and Miami Dade County listed as loss payees The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shallissue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" 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. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The Department of Risk Management further reserves the right to request additional insurance coverage, as may be deemed applicable. XVII. TERMINATION The City Manager on behalf of the City of Miami reserves the right to terminate this contract by 30 day written notice to the contractor effective the date specified in the notice should any one of the following apply: 17.1. The Contractor is determined by the City to be in breach of any of the terms and conditions of the Agreement or of any other Agreement the Contractor has with a Florida public agency 17.2. The City Manager has determined that such termination will be in the best interest of the City to terminate the Agreement for its own convenience; 17. 3. Funds are not available or allocated to cover the cost of the goods and/or services reduction of funds or a change in applicable laws or regulations. The City's obligation is contingent upon the availability and allocation of appropriate funds and applicable regulations. 17.4. The Contractor is debarred by the City or by another Florida public agency. 17.5 Contractor fails to satisfactorily address a notice to cure. ................................................... 17I'age XVIII. NONDISCRIMINATION The Contractor agrees as indicated in the RFP (section 1.54, Nondiscrimination) that it shall not discriminate as to race, color, creed, national origin, religion, age or disability in connection with its performance hereunder. XIX. DEFAULT If the Contractor fails to comply with the terms and conditions of this Agreement, or fails to perform hereunder, or files for bankruptcy or provides assignment or transfer to creditors, then the City, at its sole option upon written notice, may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to the Contractor. Payments made to the Consultant while the Contractor is in default of the provisions contained herein, shall be returned forthwith to the City. XX. FORCE MAJEURE Neither party shall be liable for failure or delay in performing obligations set forth in this Agreement, and neither party shall be deemed in breach of its obligations, if such failure to delay is due to national disasters, strike, lock -out, or other industrial or transportation disturbances, law, regulation or ordinance, or any causes reasonably beyond the control of such party. XXI. APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. Venue shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees (except if the City must bring a claim to enforce the provisions of Article XIII, Indemnification against the Contractor.) The parties knowingly, voluntarily and consensually waive the right to a jury trial or to file permissive counterclaims in any dispute between them arising out of this Agreement. XXII. AUDIT AND INSPECTIONS The Contractor shall maintain all project records as requested by the City. All project records prepared by the Contractor shall be owned by the City and shall be made available to the City at no additional charge. The Contractor shall maintain all books, records, documents, accounting ledgers, and similar materials relating to work performed for the City under this Agreement on file for at least four years following the date of final payment to the Contractor by the City. The above records retention requirement shall include daily driver logs, medical examinations, as well as all other books, records, and documents. Any duly authorized representative of the City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during the Contractor's usual and customary business hours. The Contractor shall report in-service 181Page hours to the City within twenty-four hours of a written request, unless otherwise specified. The Contractor will develop periodic operational and financial reports for distribution to the City. At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City and/or representatives of the City to audit, examine, and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters related to this Agreement. It is further understood that all records and supporting documents pertaining to this Agreement shall be maintained for a minimum period of four years. The retention and access period starts from the date of the submission of the annual performance and evaluation report in which the specific activity is reported for the final time. The Contractor must request approval from the City before disposing of any records under this Agreement. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the four year period, the records must be retained until completion of the action and resolution of all issues which arise from it or until the end of the four year period, whichever is later. During the course of an audit, if the City determines that any payment made to the Contractor does constitute an allowable expenditure, then the City will have the right to deduct or reduce those amounts from the related invoices. The Contractor must maintain records necessary to document compliance with the provisions of the Agreement. The Contractor acknowledges that additionally the City has the audit and inspection rights set forth in § 18-100 to §18-102, City Code, as amended. XXIII. ENTIRE AGREEMENT This Agreement and its attachments and exhibits constitute the sole and only Agreement of the parties and accurately set forth the rights, duties, and obligations of each to the other. Any prior Agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. XXIV. AMENDMENT No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. XXV. MISCELLANEOUS 25.1 Captions, title and paragraph headings are for convenient reference and are not a part of this Agreement. Such captions, title or paragraph headings shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Agreement. 191Pap 25,2 Subject to the provision of Article III, in the event of conflict between the terms of this Agreement and any terms or conditions in any attached document; the terms in this Agreement shall prevail. 25.3 No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 25.4 Should any provisions, paragraph, sentence, work or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 25.5 Further Assurances. All parties hereto upon the request of any other party shall execute such further instruments or documents as may be reasonably required by the requesting party to implement the terms, conditions and provisions of this Agreement. 25.6 Third Party Beneficiary. Contractor and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 25.7 Performance Evaluations. The City conducts performance evaluations during and after completion of agreements with the Contractor, which are used as a basis for the awarding of future work as well advising the Contractor of its performance. 25.8 Discretion of the Director. Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. Contractor has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Contractor shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, and agrees to provide workers' compensation insurance for any employee or agent of Contractor rendering services to the City under this Agreement. 201Page XXVI. LOCAL PARTICIPATION 26.1 Twenty percent (20%) of the repair and maintenance of the Trolleys not performed internally by the Contractor shall be performed by businesses located within the municipal boundaries of the City. Parts purchases and warranty items are excluded from this requirement. 26.2 Twenty percent (20%) of the labor employed by the Contractor for the daily operations and routine maintenance of the Trolleys shall be persons residing within the municipal boundaries of the City. 26.3 The Contractor shall be responsible for submitting a quarterly report to the City documenting compliance with the aforementioned provisions. 21 IPage IN WITNESS WNERGC)F the parties hereto have cau b y the respective officials therewith duly authorized, w n Priscilla A. Thoaxfpson, City Clerk'' / Corporate (SEAL) (Corporate S d tstrurnent to be executed' cis the; day and year first above CITY OF IVIIAMI, a municipal Corporation of the State of Florida Approved as to Legal F.orrn: Julie 0. City Attar/ CONTRACTOR Limousines of South Florida, It c. Vasti Amaro Senior VP East Region,' WHEREAS; COBIQBAL_FE RESO UTION Inc. desires to enter into n agreemen of Miami for the purpose of performing the w this resolution is attached, and WHEREAS, the Board of Directors k described in the agree with the City` ent to which Lily held corporate meeting has considered the matter in accordance with the By -Laws f the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the ype title of o i er) (type name of officer and instructed to enter into a a reement, in the r a and on behalf of tt i corporation, w th the City of Miami upon the terms contained in the proposed, agreement to which this resolution is attached and to execute the corresponding agreement.' is hereby authoriei DATED this day of � �� 0 1 Corporate Secret Exhibit A "Request for Proposal No. 256244, 1" 23IPage City of Miami Request for Proposals (RFP) Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl:us/procurement RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 256244,1 Request For Proposals for Trolley Services for the City of Miami 04-MAR-2011 29-MAR-2011 @ 14:00:00 Voluntary Wednesday, February 16, 2011 at 10:00 AM the Miami Riverside Center, 444 SW 2nd Avenue, 10th Floor, Main Conference Room Wednesday, February 23, 2011 at 3:00 PM Byrnes, Terry City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US tbyrnes@ci.miami.fl.us (305) 400-5230 Page 1 of 50 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I): agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: ADDRESS PHONE: FAX: EMAIL: BEEPER: SIGNED BY. TITLE: DATE: FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 50 Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Address, City, State, Zip, Phone, Fax, Email: Office Location: City of Miami, Miami -Dade County, or Other Occupational License Number: Occupational License Issuing Agency: Occupational License Expiration Date: Respondent certifies that (s) he has read and understood the provisions of City of Miami Ordinance No. 10032 (Section 18-105 of the City Code) pertaining to the implementation of a "First Source Hiring Agreement.": (Yes or No) Do you expect to create new positions in your company in the event your company was awarded a Contract by the City? (Yes or No) In the event your answer to question above is yes, how many new positions would you create to perform this work? Please list the title, rate of pay, summary of duties, number of positions, and expected length or duration of all new positions which might be created as a result of this award of a Contract. Minority/Women Business Affairs Registration Status: Hispanic, Female, Black or None, Page 3 of 50 Will Subcontractor(s) be used? (Yes or No) Does the City of Miami Living Wage Ordinance apply to this formal solicitation? ( See Section 1.40 of the General Terms and Condtions) (Yes or No) Service Total Contract Amount( which includes base term and renewal options): Is this service contract a citywide contract? (Yes or No) If the above answer is no, please indicate the name of the city (end user) department that your contract will serve: Provide brief description of the project or service to be provided I/We hereby state compliance with the City of Miami Living Wage Ordinance, Section 18-556 through Section 18-559 as summarized in Section 1.40 of the General Terms and Condtions? (Yes or No) Page 4 of 50 Line: 1 Description: Cost to City Per Total Operating Hour To Provide Vehicles, Maintenance, Storage, Security, Fuel, Personnel, Drivers, Insurance and Operations Category: 55885-00 Unit of Measure: Dollar Unit Price: $ Line: 2 Number of Units: 1 Total: $ Description: City Owned Vehicles: Provide the Cost to City Per Total Operating Hour To Provide Personnel, Drivers, Insurance, Storage Security, Maintenance and Operations (City provides fuel, storage location) Category: 55885-00 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total: $ Page 5 of 50 Request for Proposals (RFP) 256244,1 Table of Contents Terms and Conditions 7 1. General Conditions 7 1.1. GENERAL TERMS AND CONDITIONS 7 2. Special Conditions 24 2.1. PURPOSE 24 2.2, DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 24 2.3. PROPOSAL OVERVIEW 24 2,4. RULES OF CONSTRUCTION AND DEFINITIONS 24 2.5. TERM OF CONTRACT 25 2.6. PRE -PROPOSAL CONFERENCE 25 2.7. CONDITIONS FOR RENEWAL 25 2.8. NON -APPROPRIATION OF FUNDS 25 2.9. PROPOSERS MINIMUM QUALIFICATIONS 25 2.10. CONTRACT EXECUTION 26 2.11. COMMENCEMENT AND ADJUSTMENTS TO SERVICE 26 2.12. CONSUMER PRICE INDEX (CPI) FOR. FUEL 26 2.13. EQUITABLE ADJUSTMENT 27 2.14. EQUAL PRODUCT 27 2.15. ADDITIONAL ROUTES 27 2,16. VEHICLES, DISPATCHING AND TELEPHONE SERVICE, COMPLAINTS 27 2.17. ADVERTISING AND PROMOTIONS 27 2.18. RULES, REGULATIONS, LICENSING REQUIREMENTS 28 2.19. BID BOND/SURETY BOND 28 2.20. PERFORMANCE BOND 28 2.21. LIQUIDATED DAMAGES 28 2.22. RELATION OF CITY TO INDEPENDANT CONTRACTOR 29 2.23. INSURANCE REQUIREMENTS 29 2.24. ROUTE PRICING 31 2.25. CONTRACT ADMINISTRATOR 31 2.26. DAMAGES TO PUBLIC/PRIVATE PROPERTY 31 2.27. TERMS OF PAYMENT 31 2,28. TERMINATION 31 2.29. ADDITIONAL TERMS AND CONDITIONS 32 2.30. CHANGES/ALTERATIONS 32 2.31. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 32 2.32. RECORDS AND REPORTING 33 2.33. TRUTH IN NEGOTIATION CERTIFICATE 34 3. Specifications 35 3.1. SPECIFICATIONS/SCOPE OF WORK 35 4. Submission Requirements 47 4.1. SUBMISSION REQUIREMENTS 47 5. Evaluation Criteria 50 5.1. EVALUATION CRITERIA 50 Page 6 of 50 Request for Proposals (.RFP) 256244,1 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees through and including appellate litigation and any post judgment proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for Page 7 of 50 Request for Proposals (RFP) 256244,1 three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests, Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney, 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensedto do business in the State of Florida, payable to the City of Miami, for the. amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award Page 8 of 50 Request for Proposals (RFP) 256244,1 contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. Page 9 of 50 Request for Proposals (RFP) 256244,1 B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. M. First Source Hiring Agreement, City Ordinance No. 10032, as applicable to this Formal Solicitation. Implemented to foster the creation of new and permanent jobs for City of Miami residents; requires as a condition precedent to the execution of service contracts including professional services. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications:. oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. Page 10 of 50 Request for Proposals (RFP) 256244,1 This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the B idder(s)/Propos er(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. Page 11 of 50 Request for Proposals (RFP) 256244,1 (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO :PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. Page 12 of 50 Request for Proposals (RFP) 256244,1 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. Page 13 of 50 Request for Proposals (RFP) 256244,1 C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. FIRST -SOURCE HIRING AGREEMENT (Sec. 18-105) (a) The Commission approves implementation of the first -source hiring agreement policy and requires as a condition precedent to the execution of service contracts for facilities, services, and/or receipt of grants and loans, for projects of a nature that create new jobs, the successful negotiation of first -source hiring agreements between the organization or individual receiving said contract and the authorized representative unless such an agreement is found infeasible by the city manager and such finding approved by the City Commission at a public hearing. (b) For the purpose of this section, the following terms, phrases, words and their derivations shall have the following meanings: Authorized representative means the Private Industry Council of South Florida/South Florida Employment and Training Consortium, or its successor as local recipient of federal and state training and employment funds. Facilities means all publicly financed projects, including but without limitation, unified development projects, municipal public works, and municipal improvements to the extent they are financed through public money services or the use of publicly owned property. Grants and loans means, without limitation, urban development action grants (UDAG), economic development agency construction loans, loans from Miami Capital Development, Incorporated, and all federal and state grants administered by the city. Service contracts means contracts for the procurement of services by the city which include professional services. Services includes, without limitation, public works improvements, facilities, professional services, commodities, supplies, materials and equipment. (c) The authorized representative shall negotiate each first -source hiring agreement. (d) The primary beneficiaries of the first -source hiring agreement shall be participants of the city Page 14 of 50 Request for Proposals (RFP) 256244,1 training and employment programs, and other residents of the city. 1.39. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder' s/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.40. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. 1.41. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.42. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of"individually identifiable health information (MI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PFII will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.43. INDEMNIFICATION - The Contractor shall indemnify and save harmless forever the City, and all the City's agents, officers and employees from and against all charges or claims resulting from any bodily injury, loss of life, or damage to property from any act, omission or neglect, by itself or its employees; the Contractor shall become defendant in every suit brought for any of such causes of action against the City or the City's officials, agents and employees; the Contractor shall further indemnify City as to all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims and any resulting Page 15 of 50 Request for Proposals (RFP) 256244,1 investigation. 1.44. INFORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.45. INSPECTIONS The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.46. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 10 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.47. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such 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 Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.48. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.49. LOCAL PREFERENCE - City Code Section 18-85, states that the City Commission may offer to a responsible and responsive bidder/proposer, who maintains a Local Office, the opportunity of accepting a bid at the low bid amount, if the original bid amount submitted by the local vendor is not more than ten percent (10%) in excess of the lowest other responsible and responsive bidder/proposer. 1.50. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.51. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. Page 16 of 50 Request for Proposals (RFP) 256244,1 1.52. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.53. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.54. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.55. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.56. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.57. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.58. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.59. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. Page 17 of 50 Request for Proposals (RFP) 256244,1 1.60. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.61. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended. Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected, F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.62. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.63. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.64. CONFLICTOF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.65. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final Page 18 of 50 Request for Proposals (RFP) 256244,1 acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.66. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.67. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.68. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.69. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.71. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.72. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.73. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. Page 19 of 50 Request for Proposals (RFP) 256244,1 (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.74. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is Page 20 of 50 Request for Proposals (RFP) 256244,1 neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee, The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above, 1.75. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.76. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.77. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.78. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.79. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via Page 21 of 50 Request for Proposals (RFP) 256244,1 the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Hardcopy responses shallbe enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US 1. US 1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN ANIERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT, B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal.. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via.the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.80. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.81. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply; A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.82. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award Page 22 of 50 4, Request for Proposals (RFP) 256244,1 specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law, 1.83., TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.84. TITLE Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.85.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets" If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim, 1.86. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.87. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.88. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 23 of 50 Request for Proposals (RFP) 256244,1 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for providing Trolley/Bus Circulator Services to the City of Miami, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Terry Byrnes, CPPB; fax: (305) 400-5230 or email: tbyrnes@ei.miami,fl.us. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Wednesday, February 23, 2011 at 3:00 PM. All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AF 1'1 R SAID DEADLINE. 2.3. PROPOSAL OVERVIEW As reflected in the Price Lines Section of this RFP, with the proposal, Proposer will include pricing for the Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes (Allapattah/Overtown and Coral Way), that may be added, providing: 1) a full turnkey operation, inclusive of the replica trolleys (Supreme Classic American or Approved Equal Buses); 2) then subsequently providing only operations, manpower, not inclusive of the replica trolleys (Supreme Classic American or Approved Equal Buses), as the City is purchasing its own replica trolleys (buses) and 3) providing for Special Events/Charter services. 2.4. RULES OF CONSTRUCTION AND DEFINITIONS Unless otherwise apparent from the context, or otherwise specifically defined elsewhere in this Proposal, the parties agree that the following words and phrases shall be construed and/or defined as follows: Rules of Construction The singular includes the plural and the plural includes the singular. "Shall" is mandatory and "may" is permissive. The masculine gender includes the feminine and neutral genders. For the purpose of this RFP, the following definitions will be used: • Addenda/Addendum — Written or graphic instruments issued prior to the Proposal Opening which modify or interpret the Contract Documents by addition, deletions, clarifications or corrections. Agreement — Executed contract between the City and the Contractor. City — City of Miami, Office of Transportation - 444 SW 2nd Avenue, 10th Floor, Miami, Florida, 33130, and its authorized representatives. City of Miami Routes as defined on the Header/Attachments Route Maps Contractor — Successful Proposer with which an Agreement is executed. FDOT — Florida Department of Transportation In -Service — the time during which a trolley is in en -route, or authorized detours, and stopping to load and unload passengers, or such other times a trolley is available for use by the general public, or as otherwise specified for the benefit of the City. • Out -of -Service — all times other than when the trolley is In -Service. Out -of -Service shall include all time spent driving to the beginning point on the route, or moving trolleys from one route to another route or location, or any such time not expressly approved by the City as In -Service. • Projected Service Hours —Monday through Saturday, approximately 6:30 a.m. to 6:30 p.m., subject Page 24 of 50 Request for Proposals (RFP) 256244,1 to change at the City's sole discretion. • Project Manager — the Contractor's full-time representative responsible for the day-to-day operations of all routes. • Vehicle Miles/Hours — the miles traveled by the trolleys for use by Contractor to perform this Agreement or the hours spent by Contractor's employees in driving such trolleys while on a specified route, an authorized detour from such route by this Agreement, and Out -of -Service miles or hours spent travelling to and from a route starting or ending point. Vehicle Service Hours limited to those hours the Contractor's employee(s) actually spent driving the trolley(s) and does not include hours of other employees riding the trolley for training or other purposes, as defined in Specifications, Section 3.3.11. 2.5. TERM OF CONTRACT The Contract shall commence upon the date of notice of award and shall be effective for five (5) years with the option to extend for five (5) additional one (1) year periods, subject to the availability of funds for succeeding fiscal years. Continuation of the Contract beyond the initial period is a City prerogative; not a right of the Bidder. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.6. PRE -PROPOSAL CONFERENCE A Voluntary pre -proposal conference will be held on Wednesday, February 16, 2011 at 10:00 AM, at the Miami Riverside Center, 444 SW 2nd Avenue, loth Floor, Main Conference Room. Proposers are requested to submit any written questions to the Senior Procurement Specialist listed per Section 2.2, Deadline For Receipt of Request For Additional Information/Clarification. 2.7. CONDITIONS FOR RENEWAL Each renewal of this Contract is subject to the following: (1) continued satisfactory performance compliance with the specifications, terms and conditions established herein and (2) availability of funds. 2.8. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Successful Proposer or its assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense. No guarantee, warranty or representation is made that any particular project(s) will be awarded to any firm(s). 2.9. PROPOSERS MINIMUM QUALIFICATIONS Proposals will be considered only from firms that are regularly engaged in the business of providing goods and/or services as described in this RFP; that have a record of performance for a minimum period of three (3) years; and that have sufficient financial support, equipment and organization to insure that they can satisfactorily provide the goods and/or services if awarded a Contract under the terms and conditions herein stated. Proposer shall: (1) Be fully licensed to perform the work described herein. (2) Not have any member, officer, or stockholder that is in arrears or is in default of any debt or contract involving the City, is a defaulter surety otherwise, upon any obligation to the City, and/or has failed to perform faithfully on any previous contract with the City. Page 25 of 50 Request for Proposals (RFP) 256244,1 (3) Have no record of pending lawsuits or criminal activities, and have never been declared bankrupt. 2.10. CONTRACT EXECUTION The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the right to execute or not execute, as applicable a Contract with the selected Proposer(s) that is determined to be most advantageous and in the City's best interest. Such Contract will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 2.11. COMMENCEMENT AND ADJUSTMENTS TO SERVICE a) For the sole purpose of a rapid initial start-up within ninety (90) days of contract execution, and future route commencements; the City will allow for vehicles currently available that are similar to the replica trolley format meeting Specifications, both in exterior and interior. The estimated period of use will be from four (4) to eighteen (18) months from contract commencement, subject to Successful Proposers vehicles being received, inspected and approved in writing by the City of Miami Fleet Department (USA) prior to use. As the City owned vehicles (Supreme Classic American or Approved Equal) are received and approved, they will immediately replace an existing interim vehicle or operate in tandem with Successful Proposer provided vehicles (if necessary). b) Adjustments to service shall be a prerogative of the City. The City expects to work closely with the Successful Proposer on such modifications in order to provide efficient and responsive service; c) No operational changes that affect service, scheduling, hours of operation, frequency of service, or any other characteristics of the Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way), shall be made by the Successful Proposer without the prior written approval of the City; d) The City may modify the service area for fiscal, jurisdictional, geographic, coordination or passenger travel pattern reasons or any other reason. Modifications may be made up to twenty (20) percent of the specified vehicle service hours without changing the fixed service hour rate proposed herein or agreed to during contract negotiations and e) The City will notify the Contractor, in writing, at least thirty (30) days in advance of any major service changes. 2.12. CONSUMER PRICE INDEX (CPI) FOR FUEL The Successful Proposer will be allowed to increase/decrease their contractual prices annually to cover future drastic fuel price changes. The market changes will be determined utilizing the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, Miami -Ft. Lauderdale, FL., Other Motor Fuels, and Index Base Period between 2011 through 2014. The escalation using the CPI will be determined by the percent change in the level of the Other Motor Fuels CPI between the reference period and a subsequent time period. This will be calculated by first determining the index point change between the two periods and then the percent change. The following example illustrates a sample computation of percent change: CPI for current period (January 2011) 175.997 Less CPI for previous period (December 2010) 171.987 Equals index point change 4.01 Divided by previous period CPI 171.987 Equals 0.02 Result multiplied by 100 0.02 x 100 Equals percent change 2.0 Any contractual increases/decreases must occur on the anniversary date of the contract award. Page 26 of 50 Request for Proposals (RFP) 256244,1 2.13. EQUITABLE ADJUSTMENT At the sole discretion of the City, it reserves the right to modify, add or delete routes, trolleys or personnel to the system. The Successful Proposer shall indicate its hourly rate for the all routes, fixed and firm. Only the Consumer Price Index (CPI) for Fuel, annually adjusted, and the approved Equitable Adjustment, may increase any costs to the City. Prior to commencement of any route(s), the City shall negotiate an hourly rate(s) for that route(s) with the Successful Proposer. Service characteristics such as routes, stops, headways, operating hours, and number of vehicles shall be determined jointly by the City and the Successful Proposer prior to commencing any service extension. 2.14. EQUAL PRODUCT Manufacturer's name, brand name and model/style number when used in these Specifications are for the sole purpose of establishing minimum requirements of levels of quality, standards of performance and design required and is in no way intended to prohibit the bidding of other manufacturer's brands of equal quality, unless otherwise indicated. Equal (substitution) may be bid, provided product so bid is found to be equal in quality, standards of performance, design, etc., to item specified, unless otherwise indicated. Where equal is proposed, proposal must be accompanied by complete factory information sheets (Specifications, brochures, etc.) and test results of unit bid as equal. Failure to do so at time of Proposal Submission may deem your Proposal non -responsive. 2.15. ADDITIONAL ROUTES At its sole discretion, the City reserves the right to add or delete routes, trolleys, service hours or personnel to the system. The Successful Proposer shall keep its prices for the original and additional service(s) fixed and firm throughout the duration of the contract term, unless modified by the City. The Proposer(s) are to provide a cost proposal for service routes beyond the Health/Stadium District and Biscayne/Brickell Trolley routes. Said routes may include: (1) An Allapattah/Overtown Loop along NW 20th Street from NW 27th Avenue to NW 3rd Avenue; along NW 3rd Avenue from NW 20th Street to NW 14th Street; along NW 14th Street from NW 3rd Avenue to Biscayne Boulevard (connection to Biscayne/Brickell Trolley); (2) A Coral Way Loop from the Brickell Metrorail/Metromover Station along SW 24 Street to NW 37 Avenue or possibly Ponce De Leon Boulevard (Coral Gables Trolley Connection). Service characteristics such as routes, stops, headways, operating hours, and vehicle types shall be determined jointly by the City and the Successful Proposer prior to commencing any service extension. 2.16. VEHICLES, DISPATCHING AND TELEPHONE SERVICE, COMPLAINTS The City will be utilizing Miami -Dade County's 3-1-1 Information Call System for processing any telephone inquiries concerning the Health/Stadium District Trolley schedule, frequency, stops, fare, accommodations, etc. which will maximize efficiency. Any and all complaints will be logged and forwarded to the City of Miami, Office of Transportation and the Successful Proposer's representative by no later than five (5) business days after the receipt of the complaint. 2.17. ADVERTISING AND PROMOTIONS ADVERTISING: The City of Miami may sell advertising for the interior and/or exterior areas of the replica trolleys as designated and approved by the City. The City seeks to maximize potential revenue streams produced by such advertising and may use all or a portion of the same to offset the City's cost for the trolley circulator service. Successful Proposer will be responsible for distributing materials, pamphlets, magazines or any other information provided by the City. Page 27 of 50 Request for Proposals (RFP) 256244,1 PROMOTIONS: The City shall prepare, place, schedule and pay for all promotional materials designed to inform the general public of service operations and to promote ridership. The City shall prepare, print and provide to the Successful Proposer all schedules, and other materials required by service operations. The Successful Proposer shall distribute and disseminate such materials in accordance with the provisions of this RFP and any directions supplemental thereto provided by the City. 2.18. RULES, REGULATIONS, LICENSING REQUIREMENTS Proposers are expected to be familiar with and comply with all federal, state, and local laws, ordinances, codes, and regulations that may in any way affect the services offered, including requirements of the Federal Transit Administration (FTA) Section 5307, State of Florida (including System Safety Plan (SSP), Miami -Dade County Passenger Transportation Regulatory Commission, the Americans with Disabilities Act, Title VII of the Civil Rights Act, the EEOC Uniform Guidelines, and all other EEO regulations and guidelines and all Drug/Alcohol Policies compliant with all federal, state and local requirements. Ignorance on the part of the Proposer will in no way relieve the same from responsibility. Non-federal funds will be used to operate the Health/Stadium District and Biscayne/Brickell Trolleys; however, because the service may be part of a larger City-wide trolley system to be funded in part with federal funds, the selected proposer for the Health/Stadium District and Biscayne/Brickell Trolleys, shall be responsible for complying with all Federal Transit Administration (FTA), American Recovery and Reinvestment Act (ARRA) requirements, including monthly, quarterly, and annual reporting requirements (i.e. mileage, preventive maintenance, safety, etc.), compliance with the Civil Rights Act, and with all federal audit requirements governing agencies that receive federal funding. 2.19. BID BOND/SURETY BOND All bids must be accompanied by a Bid Bond in the amount of 5% of the total bid submitted, to be in the form of a Cashier's Check or Money Order made payable to the City of Miami or a bond written by a surety company authorized to do business in the State of Florida and compliant with State Statute 287.0935. The bond, from all unsuccessful bidders, if in the form of a Cashier's Check, will be returned after bid award. 2.20. PERFORMANCE BOND Within ten (10) working days following Notice of Award by the City, the Successful Proposer shall furnish to the City of Miami, a Performance Bond in the total amount of the Cost to the City for the period of the contract (to be determined at the time of award for each route to be serviced). The Performance Bond may be increased or descreased, at the discretion of the City, as additional routes may be added/deleted. The Performance Bond can be in the form of a Cashier's Check, made payable to the City of Miami; a bond written by a surety company authorized to do business in the State of Florida and compliant with State Statute 287.0935; or an Irrevocable Letter of Credit. If the latter is chosen, it must be written on letterhead of a bank located in Miami -Dade County, for the amount of the contract and clearly and expressly stating that it cannot be revoked until express written approval has been given by the City of Miami. To draw on same, the City would merely have to give written notice to the bank with a copy to the Successful Proposer. 2.21. LIQUIDATED DAMAGES The City reserves the right to supervise or conduct a performance audit of the Successful Proposer to determine if it is acheiving its minimum reliability on performance. The Successful Proposer shall not miss any bus stop(s) for pick-up or drop-off of passengers more than 2% of the time. The Successful Proposer must perform its trolley/bus stops for pick-up or drop-off within or at five (5) minutes of the scheduled time. The Successful Proposer must meet this performance standard 95% of the time when performing its trolley/bus routes for pick-up and drop-off of passengers. Failure to meet required standards will be cause to set adjustments to billings as described in "Adjustments" shown in the below mentioned PDF document. Page 28 of 50 Request for Proposals (RFP) 256244,1 Proposers are to refer to the PDF document entitled, "Vehicle Minimum Specifications, Hours of Operations and Performance Standards", in the Header/Attachments Section for listed minimum requirements. 2.22. RELATION OF CITY TO INDEPENDANT CONTRACTOR It is the intent of the parties hereto that the Successful Proposer shall be legally considered to be an Independent Contractor and that neither the Successful Proposer nor the Successful Proposer's employees and agents shall, under any circumstances, be considered employees or agents of the City. Additionally, per General Terms and Conditions, Section 1.46. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Successful Proposer's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the equipment and/or services required to be provided by the Successful Proposer under this Contract conform to the terms and conditions of the Formal Solicitation. 2.23. INSURANCE REQUIREMENTS TROLLEY SYSTEM: The Successful Proposer 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 Successful Proposer 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 Successful Proposer is acting as an independent contractor. The Successful Proposer, 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: 1. 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 Successful Proposer and the interests 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 Successful Proposer, broad form property damage, products/completed operations and contractual liability; 3. Maintain Vehicle/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 as an additional insured on all liability policies required by the Contract. When naming the City of Miami 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 and 6. No change or cancellation in insurance shall be made without 30 days written notice to the City. I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required Page 29 of 50 Request for Proposals (RFP) 256244,1 City of Miami included as an Additional Insured (CG 201011/85, or Equivalent version) Contingent Liability (Independent Contractors Coverage) Contractual Liability Waiver of Subrogation Premises & Operations Liability Explosion, Collapse and Underground Hazard Loading and Unloading H. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees as Insureds III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Umbrella Policy/Excess Liability (Excess Following Form/True Excess Following Form/True Umbrella) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $5,000,000 Aggregate $5,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Increased limits to General Liability, Auto and Employer's Liability Coverage VI. Physical Damage Coverage Collision $1,000 Deductible Other than Collision/Combined Additional Coverage $1,000 Deductible VII. Fidelity Bond $10,000 Page 30 of 50 Request for Proposals (RFP) 256244,1 City of Miami listed as loss payee The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" 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. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 2.24. ROUTE PRICING You are required to establish a ceiling rate for each route shown in the Lines Section of the RFP and must be reflected in your written proposals. The ceiling rates will be negotiated by the City and the Successful Proposer if an optional route is added to the contract. 2.25. CONTRACT ADMINISTRATOR Upon award, Successful Bidder(s) shall report and work directly with Jose Gonzalez, P.E., Assistant Transportation Coordinator, who shall be designated as the Contract Administrator. Contract Administrator will be responsible for the successful administration of the agreement and monitoring and evaluation of the quality and level of service. 2.26. DAMAGES TO PUBLIC/PRIVATE PROPERTY The Successful Proposer shall carry out the work with such care and methods as not to result in damage to public or private property adjacent to the work. Should any public or private property be damaged or destroyed, the Successful Proposer shall assume the expense and repair or make restoration as is practical and acceptable to the City and/or owners of destroyed or damaged property promptly within a reasonable length of time (not to exceed one month from date damage occurred). 2.27. TERMS OF PAYMENT Payment shall be made within 45 days of receipt of an invoice and pursuant to Section 218.74, Florida Statutes. Invoices and supporting documents are to be submitted to the Office of Transportation (Attention: Jose R. Gonzalez, P.E.) on a monthly basis. Upon verification of the accuracy and completeness of the invoice by the Office of Transportation, the claim shall be forwarded for payment approval to the City. Successful Proposer's monthly invoice submission for service provided shall include the required monthly reports, and shall be submitted to the Office of Transportation (Attention: Jose R. Gonzalez, P.E.) by the 15th of each month. 2.28. TERMINATION A. FOR DEFAULT If Successful Proposer defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Successful Proposer shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Successful Proposer was not in default or (2) the Successful Page 31 of 50 Request for Proposals (RFP) 256244,1 Proposer's failure to perform is without its control, fault or negligence, or for that of its sub -contractor's, the termination will be deemed to be a termination for convenience by the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when in the best interest of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for convenience by the City of Miami the Successful Proposer will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.29. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. 2.30. CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 2.31. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation issued; (2) Receipt of responses; (3) Opening and listing of all responses received; (4) Purchasing staff will review each submission for compliance with the submission requirements of the Solicitation, including verifying that each submission includes all documents required; (5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this Solicitation and based upon the evaluation criteria as specified herein; (6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Evaluation Committee and shall be recorded; (7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the City Manager for acceptance. If the City Manager accepts the Committee's recommendation, a Notice of the City Manager's recommendation for award of contract will be sent to all proposers by the Chief Procurement Officer notifying proposers of the City Manager's recommendation to the City Commission. The City Manager's recommendation to the City Commission shall request the authorization to negotiate and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the City arising from such negotiations or termination thereof; (8) The City Manager reserves the right to reject the Committee's recommendation, instruct the Committee to re-evaluate and make another recommendation, reject all proposals, or recommend that the City Commission reject all proposals;. (9) The City Commission shall consider the City Manager's and Evaluation Committees' recommendation(s) and, if appropriate and required, approve the City Manager's recommendation(s). The Page 32 of 50 Request for Proposals (RFP) 256244,1 City Commission may also reject any or all responses; (10) If the City Commission approves the recommendations, the City will enter into negotiations with the selected Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as deemed appropriate by the City Manager and (11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 2.32. RECORDS AND REPORTING 2.32.1. General Provisions/Records Retention (a) The Successful Proposer shall maintain all records as requested by the City. All records prepared by the Successful Proposer shall be owned by the City and shall be made available to the City upon request at no additional charge; (b) The Successful Proposer shall maintain all books, records, documents, accounting ledgers, and similar materials relating to work performed for the City under this Agreement for at least three years following the date of final payment to the Successful Proposer by the City. The above records retention requirement shall include daily drivers' logs, as well as all other books, records, and documents. Any duly authorized representatives of the City shall have access to such records for purposes of inspection, audit, and copying at reasonable times during the Successful Proposer's usual and customary business hours; (c) Weekly Passenger Count Summary Reports and Monthly Summary Reports shall be provided to the Transportation Coordinator of the City. Said monthly reports shall be received no later than the 15th calendar day of the following month. Weekly reports shall be provided Sunday to Saturday by the following Tuesday. Weekly and Monthly report figures shall coincide with daily trip sheet totals for the month; (d) The format to be used for operating reports and monthly summaries shall be developed by the Successful Proposer and approved by the Transportation Coordinator of the City and (e) The Successful Proposer shall certify as accurate all information given to the City. 2.32.2. Daily Records/Reports (a) Telephone Report: The Office of Transportation of the City shall be notified via phone of any change of vehicle, driver and/or route, interruption of service due to inclement weather, out -of -service vehicles, emergencies, and accidents; (b) Daily driver logs will be used by each shift of operators, a copy of which is to be submitted to the City on a weekly basis. The log is the source document for use in determining the total miles, number of passengers (manually counted) and passenger categories. Missed miles and missed trips will be determined from the log by comparing actual daily miles entered into the log against predetermined daily total miles for each vehicle; (c) Daily dispatcher logs shall include, but not be limited to, the following information: number of incoming calls, type of information requested (schedule, fare, route, destinations, etc.) and (d) Fare box revenue (if applicable) shall be recorded daily by the City of Miami. 2.32.3. Monthly Summary Reports The Successful Proposer shall prepare and submit to the Office of Transportation of the City a monthly summary report within 15 calendar days thereafter the end of each operating month. Monthly Summary Reports shall include, but not be limited to: (a) Vehicle Total Service Hours and Miles: monthly report figures shall coincide with daily trip sheet totals for the month, by route; (b) Total Ridership: monthly totals of the number of passengers carried, by route; (c) Total Passenger Count for City of Miami approved special transportation coupons/tokens collected, by route (if applicable); (d) Service Break Summary: vehicle out -of -service, operational problems, breakdowns, missed trips, and delays over five (5) minutes; (e) Complaints and Compliments: passenger complaints and compliments collected by the City and description of any action taken by Successful Proposer personnel to address customer complaints. Page 33 of 50 Request for Proposals (RFP) 256244,1 Passenger complaints related to safety or serious operational deficiencies shall be reported to the Successful Proposer by the City no later than the next workday following the City's receipt of complaint; (f) Vehicle Condition Summary: mileage (month, year to date, total), fuel and oil consumption, accidents, preventive maintenance and inspection program (actual vs. program), summary of major component rebuilding/repairs made, by vehicle regardless of vehicle ownership; (g) Equipment Status Summary: use and condition of all other equipment; (h) General Summary: all other issues, evaluations, suggestions for improvements; (i) Reports for all routes shall be detailed by day and tabulated for each month and year-to-date and (j) The Monthly Summary Report shall also include a summary of the service for all operational routes, summary statistics for current month, year-to-date, same month last year (when applicable) and percent change from last month and same month last year, for total system. Spreadsheets and graphs of trends in ridership, passengers per vehicle hour, and service quality measures shall be developed and included in the Monthly Summary Reports. The report shall also include problems with service/personnel/accidents and actions taken to address the problems. 2.32.4. Yearly Summary Reports In addition to a thorough compilation of the Monthly Summary Reports, the Yearly Summary Report for all operational routes shall include, but not be limited to, total number of service hours rendered and miles (by vehicle); total ridership (by route), total number of out -of -service hours (by vehicle) and total costs itemized by month for the service. 2.32.5. Accident Reports The Successful Proposer shall make available to the City such written reports free of charge, for each occurrence. Refer to Specifications, Section 3.2.9, Accident and Incident Procedures, for detailed procedures on reporting and documenting accidents. 2.32.6. Accounting (a) Itemized monthly invoice. The Successful Proposer shall submit, with the Monthly Summary Report in Section 2.32.3 above, an itemized monthly invoice to the City for the services rendered during the reporting period. Both the monthly invoice and the summary report shall be received by the 15th day of the subsequent month. The itemized invoice shall follow a format approved by the City; (b) Net amount due: The negotiated monthly charge for all operating routes (assuming 100% performance) minus the time any and all scheduled vehicles were out -of -service shall be submitted to the City for payment as the net amount due to the Successful Proposer. Any City -imposed liquidated damages and adjustments shall be deducted from this amount; (c) Debits and credits: The itemized invoice shall be supported by documents as may be required by the City to establish that the amounts are accurate and eligible for payment. Debits and credits shall be itemized such that the total amount due is clearly substantiated. Debits would include additional costs for actual working days (total per vehicle by hours), costs for pre -approved additional trips beyond normal schedules (Successful Proposer must obtain prior written concurrence from City and must specify purpose, dates, trip length, duration, and hours of operation), costs for extra or lesser operating hours caused by daylight savings time adjustments (Successful Proposer must obtain prior written concurrence from the City for extended service and Successful Proposer must specify dates, duration, and extended hours of operation). Credits should be shown for out -of -service hours per vehicle; and (d) Open records. All invoices and related records will be available for inspection and/or independent audit at the discretion of the City. 2.33. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the Agreement. Page 34 of 50 Request for Proposals (RFP) 256244,1 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK 3.1.1. Services To Be Provided The City of Miami (City) is issuing this Request for Proposals (RFP) to firms that provide public transit services and are licensed to operate in the State of Florida. However, any and all experienced and qualified organizations (individual, firm, joint venture, etc.), referred to as the "Proposer" are invited to submit a proposal. The City is seeking to select a firm that is the most advantageous and in the best interest of the City, to provide vehicles, maintenance, fuel, personnel and operations for the Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered. The Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way) are public fixed —route transit services and will be directly managed, and partially funded by the City of Miami as well as other sources. Current subsidies for the Health/Stadium District and Biscayne/Brickell Route Circulators are provided from the City's half -cent transit surtax proceeds and the Florida Department of Transportation (FDOT) Public Transit Service Development Program. The City intends to collect fares at its sole discretion. The selected Successful Proposer will be required to meet all Federal, State and Local operations, maintenance and administrative reporting requirements such as those stated in the Florida Administrative Code (FAC) Chapter 14-90, Florida Department of Transportation (FDOT) service development program requirements, including audits and inspections, and federal American Recovery and Reinvestment Act (ARRA) reporting requirements. The City of Miami has engaged in a partnership with the University of Miami, Miami Downtown Development Authority (DDA) and other major stakeholders to plan and implement the operations of the trolley system. The City wishes to implement a municipal public transit service that is responsive to the needs of the employees, visitors, and residents of the Health/Stadium District and BiscayneBrickell areas, as well as additional optional routes being considered, meet(s) all applicable Americans with Disabilities Act (ADA) requirements for public transit vehicles (i.e. hydraulic lift platforms, tilting vehicles for wheelchairs, etc.), and complies with all safety, mechanical, and vehicular standards mandated by Miami -Dade Transit (MDT) Consumer Service Department and any other applicable regulatory agencies. The City of Miami is requesting per hour costs to operate the Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way) and described in the Price Lines Section and pictured in the maps in the Header/Attachments Section. Proposers are requested to submit ceiling prices for all routes. Initially, the City of Miami will utilize the Successful Proposer's trolley vehicles, on a short term basis until receipt of the ordered trolleys occur, contracting with the Successful Proposer to operate all routes designated and described in the Price Lines Section and in the Header/Attachments Section as a full turnkey operation. 3.1.2. LEGAL HOLIDAYS Legal holidays for the City of Miami include the following: New Year's Day Martin Luther King's Birthday* Washington's Birthday* Memorial Day Fourth of July Labor Day Columbus Day* Veteran's Day* Thanksgiving Day Friday after Thanksgiving Day* Christmas Day Page 35 of 50 Request for Proposals (RFP) 256244,1 *Dates as indicated shall not be considered legal holidays for Successful Proposer. 3.1.3. Vehicle Minimum Specifications, Hours of Operations and Performance Standards Proposers are to refer to the PDF document entitled, "Vehicle Minimum Specifications, Hours of Operations and Performance Standards", in the Header/Attachments Section for listed minimum requirements. Proposers must propose vehicles meeting or exceeding the Vehicle Minimum Specifications (Supreme Classic American or Approved Equal). The City of Miami reserves the right to add, delete, modify, or change the Hours of Operations and Performance Standards. Tf the City adds, deletes, modifies, or changes the normal hours of operations (Monday - Saturday), the City and Successful Proposer may re -negotiate new rates, subject to the 20% operational threshold, 3.1.4. Objectives The primary objectives of the contract operation are: a) To provide safe, clean, reliable, efficient and cost-effective transit circulator (trolley) service in the Health/Stadium District and Biscayne/Brickell Routes, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way), within the projected service hours specified; b) To initially provide an eco-friendly fleet of trolley vehicles, with capacity for at a minimum of twenty-five (25) passengers, preferably wrapped or painted in an attractive design and image suitable to the City, and c) To provide a professional, courteous, and pleasant transit experience for each passenger. Selection of a proposal will be based on the most favorable combination of outcomes to meet above objectives. 3.1.5. Service Description The Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way) will initially be operated as a full turnkey operation contract. They are proposed to operate a minimum of four (4) trolley vehicles with a minimum capacity of twenty-five (25) passengers per vehicle on each route, The Health/Stadium District and Biscayne/Brickell Route Circulators (requiring ten (10) trolleys), as well as additional optional routes being considered (Allapattah/Overtown and Coral Way), are to operate weekdays and Saturdays for approximately twelve (12) hours, with two (2) vehicles operating in each direction plus one trolley backup in case of breakdowns. Successful Proposer will provide an additional trolley vehicle to serve as a backup to the four (4) trolley vehicles that will be in service. The City reserves the right to modify the service level above/below that specified in the RFP and renegotiate the contract hourly rate with the Successful Proposer at that time. Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way) will be a system of routes with a goal of ten (10) to a maximum of fifteen (15) minute headways for peak hours and twenty (20) minute headways for off-peak hours. The Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Allapattah/Overtown and Coral Way), will be coordinated with existing Miami -Dade Transit (MDT) bus operations. Each route and the level of service may be refined by the City based on system performance. The City will provide oversight of the service through its Office of Transportation as well as provide administration, marketing, advertising and public information services. The Successful Proposer will provide start-up expertise and services, system management, and all vehicles, personnel, facilities, fuel and services required for operation and maintenance of the service for Successful Proposer owned vehicles. Successful Proposer's services shall also include, but not be limited to, transit service and support vehicles, drivers, maintenance personnel, secuity, dispatchers, supervisors and the physical facilities and equipment necessary to operate a transit system, including garage, if applicable, and office facilities. Commencing service contract, Successful Proposer agrees to provide public transportation services in accordance with the route(s), number of vehicle(s) miles and headways, hours, and services specified herein. The City will make available, to the Successful Proposer, a storage location(s). These location(s) specified by the City at its sole discretion, would be available for storage of vehicles after hours at no charge to the Successful Proposer. The Successful Proposer shall provide technical and operating personnel and services necessary for the operation of the City's fixed route(s) trolley system. Fueling of City Owned vehicles will Page 36 of 50 Request for Proposals (RFP) 256244,1 be provided by the City at its expense. All services rendered shall be subject to the control of the City and coordinated by the City. Responsibility for Successful Proposer's day-to-day operations shall be vested in the Successful Proposer's full-time Management. 3.1.6. Operations In and for the consideration specified in contract documents, Successful Proposer agrees to do all necessary things to manage, operate, and maintain a public transportation system to the City's satisfaction as required by this RFP and resulting Agreement, including but not limited to: Vehicle drivers shall be expected to: a) Not transport any animal, except seeing -eye dogs and special companion assistant dogs; b) Demonstrate courtesy, helpfulness, and good driving habits; c) Communicate events and passenger counts obtained by usual and customary logging procedures ; d) Log and report all events that impede vehicle movement, including security/safety issues and e) Announce stop locations if on -board electronic equipment is not provided. The exterior signage will consist of the route name. The interior signage will consist of a Stop Request Alert only. The Successful Proposer will operate the service according to the projected service hours, Monday through Saturday (and any future weekends and holidays by direction of the City). The City will be responsible for providing information to be displayed by the Successful Proposer inside/outside all vehicles. The proposed routes in this proposal have been developed by the City and are subject to modifications and special event service options. 3.1.7. Service Area Maps In the Header/Attachments Section of this RFP, please find the Service Area Map for the proposed Health/Stadium District and Biscayne/Brickell Trolley Routes, as well as additional routes being considered. Each route as considered shall have two (2) vehicles operating in each direction at any given time. 3.2 Successful Proposer Responsibilities The Successful Proposer shall coordinate, manage, and control all applicable program activities which shall include providing vehicles, drivers, and all personnel, as necessary, supervise all elements of on -street operations, and develop administrative procedures and financial records necessary for system operation (to be reviewed and approved by the City). The Successful Proposer shall obtain and provide all required state and local vehicle permits and license plates and ensure that all drivers are properly licensed for the service they are providing, The Successful Proposer must also have all applicable state and local business licenses or obtain same prior to the start of service. The Successful Proposer shall bear all cost of license plates and all other operating expenses incidental to the use of its vehicles in service and the operation of the vehicle to comply with all laws, regulations, rules and orders of lawfully constituted authorities. The Successful Proposer shall give the City, Miami -Dade County and State of Florida Department of Transportation and its assignees the right and privilege to audit records and inspect vehicles on the premises of the Successful Proposer or wherever located whenever the same deems such inspection may be proper. The Successful Proposer will obtain, provide and maintain required policies of insurance and releases as identified in Section 2.23., Insurance Requirements, covering fire, theft, collision and liability. The Successful Proposer shall be liable for any penalties imposed on the City by local, state, and federal agencies due to the Successful Proposer's failure to obtain the proper vehicle licenses or maintain vehicles in accordance with local, state, and federal regulations. Services shall be managed by the Successful Proposer in accordance with the guidelines and parameters established herein and the attachments hereto. 3.2.1. General Responsibilities a) The Successful Proposer shall be solely responsible for the satisfactory work performance of its employees and agents as described in this Request for Proposal or any reasonable performance standard established by the City; Page 37 of 50 Request for Proposals (RFP) 256244,1 b) The Successful Proposer shall be solely responsible for payment of all employees' wages and benefits. The Successful Proposer's personnel wages and work hours shall be in accord with the local, county, and state regulations affecting such personnel; and c) Dispatch personnel shall be trilingual for English, Spanish and. Creole, and trained for the special needs of elderly and disabled individuals and shall respond to questions concerning the service with courtesy, respect, sensitivity, and effectiveness. 3.2.2. Vehicle Operators a) Vehicle operators must have a valid Florida CDL (chauffeurs or commercial) driver's license as well as any other licenses required by applicable federal, state, and local regulations. Vehicle operators must also have a medical examination certificate and pass drug testing. A vehicle operator who does not pass the medical and drug examination shall not be permitted to operate a vehicle; b) Vehicle operators shall be trained in all operational procedures, including thorough knowledge of the service area street network; c) Drivers shall be fully trained in defensive driving and vehicle handling; d) Drivers shall be trained in the special skills required to provide transportation to elderly and disabled individuals. Skills include customer service, assisting elderly and disabled riders to enter and exit the trolley vehicles, operating a hydraulic wheelchair lift or using a ramp in order for disabled persons to enter and exit the trolley vehicle, and proper use of wheelchair harnesses; e) Drivers shall also be trained to understand and practice the high quality of customer service required by the City. The Successful Proposer should provide adequate customer service training to its employees (drivers/customer personnel) and should demonstrate to the City that drivers/customer personnel operating trolley vehicles for the City, have attended and successfully completed customer service trainings; f) Drivers shall assist passengers confined to wheelchairs in boarding and shall perform the tie downs. All trolley vehicles must be equipped with either a hydraulic wheelchair lift or ramp to comply with Americans with Disabilities Act (ADA) requirements; g) Drivers shall be trained to operate all types of vehicles (including reserve vehicles owned by the Successful Proposer) in the service, wheelchair lifts and harness systems and other equipment that they may be expected to use during service hours; h) Regularly assigned drivers or trained back-up drivers shall be available and on -time on a daily basis to ensure consistent and reliable service; i) No vehicle operator shall take lunch hour or breaks inside or close by his/her vehicle. Passengers must never be kept waiting, except for drivers to maintain scheduled headways; j) Drivers shall be dressed and groomed appropriately. Further, all drivers shall wear a uniform acceptable to the City. Drivers and/or any other employee in contact with passengers shall wear identification tags clearly displaying their first name only while performing their duties; k) Each driver and vehicle shall have an accurate timepiece available and in clear sight at all times during vehicle operation. Drivers are required to adhere to and maintain the scheduled frequency of trips (headways); 1) Drivers are required to have a thorough knowledge of and abide by all traffic regulations along the route and m) Drivers need to be sensitive to ridership comforts, such as the interior temperature of their respective vehicle, cleanliness of vehicles, etc. It is imperative that the on -board air conditioning unit function properly at all times while the trolley is in service. An interior ambient temperature of 75 degrees Fahrenheit is desired at all times during trolley operation. 3.2.3. Staff Levels and Wages The Successful Proposer shall pay staff wages within the acceptable ranges of the transportation industry for the established positions. 3.2.4. All Personnel a) All personnel assigned shall be knowledgeable of the services to be provided herein; b) All personnel shall maintain a professional, courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Discourtesy, rudeness or the use of profanity will not be tolerated and shall be grounds for immediate removal of the offending employee from performing work within the program; Page 38 of 50 Request for Proposals (RFP) 256244,1 c) Drivers and dispatchers shall accurately complete and submit the required operating reports daily; d) All personnel shall be required to attend quality/safety workshops as required by the City up to a maximum of eight hours per year per employee and e) The Successful Proposer shall provide manuals related to personnel policies and procedures, and maintain an employee acknowledgment file with employee signature indicating they have read and fully understand its contents. 3.2.5. Maintenance The Successful Proposer shall be responsible for all maintenance activities including but not limited to replacement parts and tires, oil and fluid changes, filters and cleaning of vehicle. Please state in your proposal all details associated with your maintenance program, including personnel training, daily operation practice, preventive maintenance program, etc. 3.2.6. Fares/Collections The City, at its sole discretion, will charge a fare for the services provided. All fares collected shall be the property of the City. 3.2.7. Safety Program The Successful Proposer shall assume full responsibility for assuring that the safety of passengers, operations personnel, and vehicles and equipment are maintained at the highest possible level. The City is responsible to insure that the Successful Proposer complies with all applicable State of Florida Department of Transportation regulations including Florida Administrative Code 14-90 and federal safety requirements. The City shall develop, implement, and maintain a formal Safety Program including periodic safety meetings, participation in safety organizations, safety incentives offered by the Successful Proposer to drivers and other employees, and participation in Risk Management activities under the auspices of the Successful Proposer's insurance carrier or other organizations. The Successful Proposer will require all drivers, dispatch personnel, vehicle maintenance mechanics, and supervisors to participate in the Safety Program. 3.2.8. Road Supervision The Successful Proposer shall provide road supervision as required to monitor drivers, vehicles, quality of service, and adherence to all established routes and time schedules, and to respond to emergency calls as appropriate. 3.2.9. Accident and Incident Procedures The City shall develop, implement, and maintain formal and expedient procedures to respond to all accidents, disturbances, passenger injuries/fatalities, and any other service interruptions/failures. Successful Proposer shall be responsible for reporting to the City as described below, any incidents that occur. All traffic accidents involving vehicles/pedestrians, irrespective of injury, shall be immediately reported to the City of Miami Police Department. The Successful Proposer will advise such agency of the accident and request a police unit to investigate the accident. The City Transportation Coordinator shall be immediately notified by the Successful Proposer of any accident or incident, especially those resulting in injury, in loss or damage to the City and/or private property. Written notification shall follow within 48 hours. This written notification shall describe the sequence of events and include reports by driver, attendant, witnesses, etc. In addition, the Florida Department of Transportation requires verbal notification of any accident involving these services within 48 hours thereafter the incident, followed by a written report within 48 hours. Further, fatalities are to be reported verbally to the Florida Department of Transportation within 24 hours of the incident, followed with a written report within the next 24 hours. It will be the responsibility of the Successful Proposer to provide follow-up reports, both verbally and in writing, within required hours of reported incident - applicable to both property damage, injury and/or fatality. 3.2.10. Emergencies - Natural Disasters In the event of an emergency or natural disaster, the City may require the Successful Proposer to make available, to the maximum extent possible, transportation and communications services and facilities to assist the City in ameliorating such incidents. Any such use of the trolley vehicles for emergency response purposes must be pre -approved by the Office of Transportation of the City, and said approval must be secured in writing. To the extent the City requires the Successful Proposer to provide such emergency services, the Successful Proposer shall be relieved of the obligation to fulfill the duties and Page 39 of 50 Request for Proposals (RFP) 256244,1 responsibilities of operating the current or any future trolley operations which may be established herein. Further, the Successful Proposer shall be entitled to be paid reasonable compensation for providing such emergency services and facilities, provided however, that the amount of such compensation and time of its payment shall be mutually agreed upon by the Successful Proposer and the City prior to the conclusion of the emergency or disaster, or at such other time as they may mutually agree upon. 3.2.11. Operations, Maintenance and Vehicle Facilities The Successful Proposer is required to provide the following facilities to effectively manage and operate the Health/Stadium District and Biscayne/Brickell Trolleys and for any future optional routes designated: a) A dispatch room and supervisor station; b) Facility for maintenance of the vehicles (as previously stated in this RFP, the City will make available storage locations for all trolley vehicles, at no cost to the Successful Proposer; c) Storage for the Successful Proposer's vehicle maintenance equipment (including cleaning supplies and spare parts); d) Daily fueling for Successful Proposers vehicles and also to provide a dedicated source of fuel during emergencies/natural disasters; e) Break room for drivers and staff; f) Showers and restroom facilities and g) Successful Proposer will be responsible for providing all security for the Trolley vehicles. Prior to signing an Agreement with any of the Proposers, the City reserves the right to inspect the Proposer's closest maintenance facility. 3.2.12. Equipment Successful Proposer's vehicles proposed for use should meet all specifications as defined in this proposal and required by law (Supreme Classic American or Approved Equal Buses). Transit vehicles must meet the requirements of Florida Administrative Code 14-90 (i.e. passenger door mirror height, etc.). The system fleet must meet all local, state and federal requirements as applicable to public transit vehicles. 3.2.13. Cleaning Successful Proposer shall provide all labor and materials necessary to keep the vehicles clean at all times. Successful Proposer shall wash the exteriors of the vehicles, including support vehicles, at least weekly, and shall clean the interiors of the vehicles daily by picking up all litter, sweeping the floor, and cleaning the windows if required. Successful Proposer shall mop vehicle floors and clean all other interior items including seats, handrails, and windows as needed to maintain a clean vehicle. The interior passenger compartment shall be free of roaches and other insects or vermin as well as noxious odors from cleaning products. Successful Proposer shall remove all grafitti from the exterior and interior of the vehicles immediately or as soon as it is practical, but no later than the start of the next day's service. If the grafitti is offensive or vulgar and cannot be removed, that vehicle shall be taken out of service immediately. 3.2.14. Service Standards The Successful Proposer shall strive to provide a fixed -route public transit service in the Health/Stadium District and Biscayne/Brickell Trolley Routes, as well as additional routes being considered, in a manner that will maximize the efficiency of the service while achieving excellent customer service. The technical performance standards are listed in the Header/Attachments Section. These technical performance criteria balanced with customer service criteria will serve as the benchmark standards for the periodic evaluation of the Successful Proposer by the City. A performance evaluation of the Successful Proposer will be completed by the Transportation Coordinator of the City of Miami every six (6) months or as deemed appropriate. The Successful Proposer and the City shall meet periodically to evaluate the performance of the Successful Proposer and the effectiveness of the transit service based upon these technical and customer service standards. If the standards are not fulfilling their intended purpose, they shall be adjusted based upon recommendations made by the Successful Proposer with concurrence by the City. Should it be found that the Successful Proposer's performance has contributed to the Successful Proposer's failure to achieve these standards, the Successful Proposer shall take all reasonable actions requested by the City to immediately correct deficiencies in performance. Should deficiencies persist, the City may assess liquidated damages and/or exercise its right to terminate the contract unilaterally. Service hours will comply with the Health/Stadium District and Biscayne/Brickell Trolley Routes Page 40 of 50 Request for Proposals (RFP) 256244,1 scheduled operational hours established by the City. The Successful Proposer shall not be held responsible for the failure to provide on -time service due to naturally occurring disasters. 3.3. Operating Responsibilities and Procedures 3.3.1. Standard Operating Procedures The Successful Proposer shall prepare and submit with its proposal written procedures for operation of the Service ("Standard Operating Procedures"). Any changes after award must be approved by the City in advance. These Standard Operating Procedures shall include, but not be limited to, the following: a) Plans for replacement of disabled Vehicles; b) Procedures for notifying City of delays and cancellations; c) A list of names and phone numbers of contact persons who can make operating decisions and be reached during Hours of Operation and after hours; d) Accident review procedures and Operator corrective processes; e) Radio check in and coordination procedures for maintaining Vehicle headways, including procedures for GPS/Automated Vehicle Location reporting; f) Description of Operator training (including hospitality and courtesy training) g) Procedures for operating vehicles and providing service, including procedures to insure that stop announcements are made by bus operators; h) Procedures for daily servicing; i) Fare Collection and accounting procedures; j) Fare payment validation and enforcement procedures; k) Procedures for dispatching Vehicles to achieve balanced accumulation of mileage for each Vehicle in the fleet and accomplish required Service and maintenance; 1) Contingency plan for emergencies such as accident, fire, mechanical failure, inclement weather, and criminal activity; m) Procedures for the handling of public and internal comments and complaints, and: n) Operator safety, recognition and rewards program, and disciplinary procedures for the Operator misconduct. Specialattention should be paid to an incentive program for front line employees who provide excellent customer service. o) Customer service guidelines, employee standards of conduct. p) Supervision, with sufficient supervisory level personnel to respond to service problems, monitor performance schedules and procedures, and enable operators to communicate with the base office, during all Hours of Operation. 3.3.2. Additional Operating Procedures The Successful Proposer will observe all safety rules and other requirements of regulatory bodies having jurisdiction over the Service Area and operate the Vehicles with the highest regard for all aspects of safety. a) The Successful Proposer will not use or allow the Vehicles to be used for any illegal purpose. b) The Vehicles shall not be used for towing, pushing or any purpose other than the transportation of passengers. c) The Successful Proposer shall not overload the Vehicles beyond their specified carrying capacity nor operate a Vehicle in an unsafe manner. d) No other use may be made of the Vehicles dedicated to the City except as specifically authorized in writing by the City. e) All Vehicles shall operate with headlights and taillights turned on while in Service. f) City will designate specific bus stops along the routes described herein. Passengers shall be picked up and discharged only at these designated bus stops. Four-way flashers shall be used whenever the vehicle is stopped to load or unload passengers. g) Service shall be provided to all orderly persons who pay the proper fare and comply with ridership rules and regulations established by the City. The Contractor shall not discriminate against any paying passenger or prospective paying passenger because of race, color, religion or country of origin, age, gender, sexual preference or disability. Page 41 of 50 Request for Proposals (RFP) 256244,1 h) Mobility impaired passengers shall be assisted, as necessary, from the curbside to a secured position on the vehicle while boarding, or in reverse while alighting the vehicle. An Operator shall not provide assistance to a mobility -impaired passenger beyond the curbside. No assistance shall be required of an Operator, other than as specified above, if it necessitates leaving the driving position. 3.3.3. Substance Abuse Testing The Successful Proposer must implement a written Drug and Alcohol Testing program. A description of this program shall be submitted with the proposal. 3.3.4. Initial Vehicle Inspection The City and the Successful Proposer shall make arrangements as necessary to schedule inspections prior to executing an agreement. Vehicles not meeting the minimum requirement will be deemed non -responsible and shall be cause for the City to negotiate with the next highest ranked firm. 3.3.5. Fines or Other Charges. If the fines or other charges for which the Successful Proposer is responsible are levied, assessed, charged or imposed against the City, the City will notify the Successful Proposer in writing of this fact. The City may pay any fine or their charge, whether levied, assessed, charged, or imposed against the City for the Successful Proposer. In the event payment is made by the City, the Successful Proposer will reimburse the City within seven (7) calendar days after receipt of an invoice. Failure to make such reimbursement when due may, at the option of the City, be deemed a default under the Contract or be recouped from any payments due to the Contractor. 3.3.6. Exclusive Use The Successful Proposer shall not enter into an agreement with any other party for use of equipment and/or personnel dedicated to this service without the approval of the City. 3.3.7. Vehicle Servicing and Repair The Successful Proposer shall maintain the Vehicles in accordance with industry standards and warranty requirements to ensure safe, clean, attractive and efficient operation of the Vehicles at all times. The Successful Proposer shall prepare and submit with its proposal a written Preventive Maintenance (PM) Policy and Program Manual. Any changes after award must be approved by the City in advance. The Successful Proposer shall provide separate PM programs for the vehicle heating and air conditioning (HVAC). Emergency Road call service, including towing of disabled vehicles, will be performed by the Successful Proposer. 3.3.8. Preventive Maintenance The Successful Proposer shall design and implement a preventive maintenance ("PM") program that will combine regular inspections with scheduled interval -related servicing needs and warranty requirements as provided by the manufacturer. Elements of the PM program shall include (but not be limited to): a) Daily pre- and post -pullout safety inspections. b) Daily servicing of fluid levels, tires, lights and minor mechanical problems. Brakes shall be checked weekly. c) Periodic mechanical and safety inspections by mechanics and supervisors. Such inspections shall be documented and completed monthly or more often as indicated necessary by recurring problems. d) Interval related servicing should be scheduled to reduce downtime and ensure maximum life and performance of Vehicle components. A minimum of the manufacturer's recommended intervals are required. e) The Successful Proposer is responsible for the required inspections of all vehicles used for these services, if and when applicable. The Successful Proposer shall schedule and deliver the Vehicles to a certified inspection station as required, if and when applicable. f) A major vehicle mechanical condition inspection and assessment of all Vehicles shall be conducted annually by the Successful Proposer. 3.3.9. Mechanical and Body Repairs Within three (3) days of learning of damage or the need for any repairs, the Successful Proposer will complete or cause to have completed all mechanical repairs found necessary to maintain the function of all components and features of the Vehicles unless otherwise directed in writing by the City. Page 42 of 50 Request for Proposals (RFP) 256244,1 a) Body and frame repairs, inclusive of necessary painting, will be inspected and certified in writing as completed by the garage performing the work prior to returning the Vehicle to service. b) Minor body damage repairs shall be repaired as soon as possible, but not to exceed two (2) weeks, subject to the availability of OEM parts when needed. c) Major body damage shall be repaired before returning the Vehicle to service, not to exceed five (5) weeks out of service, subject to the availability of OEM parts when needed. d) Repairs to non -working items that relate to safety shall be completed prior to returning the vehicle to service. Failure of safety related items on a vehicle while performing service shall require immediate removal of the Vehicle from service for repair. These items shall include legally required lights, working brakes, tire tread depth or condition or any other mechanical condition that may have an effect on continued safe operation of a Vehicle. e) The Successful Proposer shall be responsible for providing any towing services necessary to complete repairs required. Such services shall be done in a safe manner that will not cause damage to the Vehicle, its structure or components. 3.3.10. Repair Standards In conducting necessary repairs the Successful Proposer will warrant that: a) Qualified maintenance personnel, utilizing appropriate tools and equipment, trained to complete such work have conducted the repairs; b) The repairs have been conducted to the best available standards of quality; and Original Equipment Manufacturers ("OEMs") approved parts have been used to affect the repairs. 3.3.11. Vehicle Records The Successful Proposer shall maintain a complete individual vehicle history of every vehicle provided by the City. The Successful Proposer is responsible for keeping the vehicle maintenance file current throughout the term of the Contract and shall make available complete copies of all files available to the City at the end of the contract. The City or its agent shall have reasonable access to all vehicle maintenance records during planned or unannounced visits or inspections of the Successful Proposer's facility for the duration of the Contract. The Successful Proposer shall maintain records to document the following (but not limited to): a) The completion of required inspections; b) The timely execution of scheduled servicing; c) Major repairs and replacement of Vehicle components d) Use of parts and components; e) Unscheduled maintenance: f) Accident repairs and body work; g) Warranty work and claims; h) Fuel and oil and fluids consumption on a unit per Vehicle basis; i) Vehicle mileage andhours of operation; j) Tire and brake life; k) Hours of operation; 1) Frequency of service provided; m) Days of operation; n) Total actual vehicle miles — the total miles a vehicle travels including any deadhead; o) Total actual vehicle revenue miles, if applicable — the total miles the vehicle travels while in revenue service, excluding any deadhead; p) Total actual vehicle revenue hours, if applicable — the total hour the vehicle travels while in revenue service, excluding any deadhead; q) Total scheduled vehicle revenue miles — the total vehicle revenue miles computed from the scheduled service excluding deadhead, service interruptions, and special additional services; r) Unlinked passenger trips — the number of passengers who board the public transportation vehicles (as determined by an actual 100% count or by a Federal Transit Administration ("FTA") approved sampling procedure); Page 43 of 50 Request for Proposals (RFP) 256244,1 s) Passenger Miles — the sum of the distances ridden by each passenger; t) Cost per rider; u) Ridership for each route. 3.3.12. Vehicle Defect Records The Successful Proposer shall maintain records regarding any vehicle defect that occurs. Vehicle defect cards shall be made available to operators and staff on all vehicles operated under this Contract. A vehicle defect report shall be completed as part of the pre -trip inspection on each vehicle and after service and filed chronologically by vehicle number. Operators will turn in defect cards prior to and after each shift to the Successful Proposer's staff person who is charged with reviewing each card to prevent buses with problems from going out on the next shift/assignment. Original vehicle defect reports shall be kept on file. 3.3.13. Warranty Claims The Successful Proposer shall be responsible for documenting, filing and executing all warranty claims with the OEMsand component manufacturers. The Successful Proposer must ensure that all vehicle manufacturer warranty work is accomplished to guarantee the City compliance with necessary warranty requirements. Successful Proposer shall track all warranty work including parts and labor and submit claims for reimbursement to the manufacturer/supplier. Successful Proposer shall be responsible for defending claims and diligently pursuing claims that, in the City's, its agent's, or the Successful Proposer's opinion are unjustifiably denied. The City may have its maintenance auditor review vehicle records to ensure warranty claims are being properly recorded, submitted, and defended. 3.3.14. Variations and OEM No variation or vehicle system modifications will be allowed without written authorization from the City. Only original equipment manufacturer (OEM) parts and supplies may be used unless the Successful Proposer submits a written request to the City, with all relevant documentation, for a specific case -by -case waiver from this requirement and is granted that request. As a result of the required vehicle repairs, the Successful Proposer shall ensure that all reassembly tasks are performed in such a manner that the vehicle remains in the OEM configuration as it was received. This includes but is not limited to the wiring configuration and clamping, powertrain components, and body assembly. 3.3.15. Quality Assurance and Audits The City shall have immediate and unrestricted access to all vehicles and vehicle maintenance records during planned or unannounced visits or inspections to vehicles and Successful Proposer's facility for the duration of the Contract. Successful Proposer shall immediately remove from operation any bus that is determined by the City to be in need of repair, cleaning, or other action. 3.3.16. Preventive Maintenance of Heating and Air Conditioning Periodic inspection and servicing checklists will be developed that conform at least to manufactures' most severe service recommendations and generally accepted best industry practices. The Successful Proposer shall properly maintain operating HVAC systems on all vehicles at all times. No vehicle shall be permitted to enter service without a properly functioning heating or air&#8209;conditioning system and the Successful Proposer shall be expected to make all reasonable efforts to change out a vehicle that experiences a malfunctioning heating or air-conditioning system while in service. 3.3.17. General Repairs Successful Proposer shall provide as required all general repairs to vehicles provided by this Contract. This includes replacement of items that are or appear to be worn out (such as seat covers). 3.3.18. Responsibility The City shall not be required to repair, replace, or maintain any bus. Successful Proposer shall be fully responsible for all repairs, maintenance, and replacement of all buses during the term of the Contract, including timely replacement of buses damaged beyond repair. 3.3.19. Fuel The Successful Proposer will be responsible for supplying all vehicle fuel. The fuel used for buses must be ultra low sulfur diesel, with less that 30 ppm sulfur and comply with all future diesel fuel requirements. 3.3.20. Parts, Lubricants, Supplies Successful Proposer, at its sole cost and expense, shall maintain stores of and provide lubricants, repairs, parts, and supplies required for the maintenance and operation of all buses and service vehicles. 3.3.21. Tires Page 44 of 50 Request for Proposals (RFP) 256244,1 Buses will arrive at Successful Proposer's facility with the City owned tires. These tires must be immediately removed and returned to the City. The Successful Proposer will be responsible for providing tires for all vehicles. 3.3.22. Inventories The Successful Proposer shall maintain reasonable inventory levels to assure timely repair of vehicles/equipment. The Successful Proposer's supplied parts inventory shall remain the property of the Successful Proposer upon completion of the term of this Contract, and the Authority and follow on Successful Proposer shall have first right of refusal for the purchase of any remaining inventory. Successful Proposer shall submit a Parts and Warehousing Plan to the City for approval, including, at a minimum, loss prevention, shelf -life, and a critical items list. A general description of this program shall be submitted with the proposal with the detailed program submitted to the City for approval at least thirty ( 30) days before the first day of service provision. 3.3.23. Painting of Vehicles Vehicles will be delivered with special paint or decaling scheme for Downtown Circulator service. It will be the Successful Proposer's responsibility to maintain the color scheme, with painting/decaling as needed, throughout the life of the contract. 3.3.24. Bus Engine/Powertrain Replacement Warranty reimbursement for the replacement of components still under warranty will be the responsibility of the Successful Proposer. Powertrain component replacements and repairs for non -warranty items will be the Successful Proposer's responsibility. All repairs and replacements shall be completed within two weeks of failure or request for replacement, unless otherwise approved. 3.3.25. Modification and Repair of Destination Signs The Successful Proposer shall perform any required maintenance to ensure proper operation of all vehicle destination signs. In the event of route changes that affect the destination sign readings, the City will notify the Successful Proposer of changes in writing and the Successful Proposer will revise the destination sign to reflect that change. Successful Proposer will be responsible for equipment necessary to update these signs. 3.3.26. Miscellaneous Work The Successful Proposer shall provide labor for miscellaneous maintenance -related activities on vehicles as may be necessary. 3.3.27. The City Inspections The City shall have the right and authority to periodically conduct, with or without prior notice, inspections of the Vehicles and Successful Proposer maintenance records and procedures. The City shall order necessary and reasonable revisions to such procedures as determined to be in the best interests of the City. a) All mechanical defects identified by a City inspection shall be corrected within three (3) days; b) Vehicles with safety defects that would impair safe operations shall be removed from Service immediately and the problem corrected, and c) Minor damage to the body of a Vehicle shall be repaired by the Successful Proposer. During the term of the Contract, the City may utilize a maintenance auditor to provide expert review of the Successful Proposer's maintenance practices and to audit the condition of the City's vehicles at time intervals no less than quarterly. These auditors may or may not be the City employees. These fleet audits will include extensive vehicle inspections, utilizing the pits and lifts of the facility, and also involve inspection of maintenance documentation and Successful Proposer's procedures. Fluid analysis will be involved. The Successful Proposer must provide full cooperation to these consultants, arrange for efficient use of their time through facility and vehicle access, supply personnel to move vehicles, and make on -the -spot repairs, adjustments, etc. Access to Reports - The City intends for these audits to not only act as an independent monitoring of the Successful Proposer's maintenance efforts, but also as a method for the Successful Proposer to demonstrate constant improvement. Audit reports will be available to the Successful Proposer and the consultants will provide follow-up meetings and suggestions. Fluid Analysis —The City shall notify the Successful Proposer at least 48 hours in advance regarding the Page 45 of 50 Request for Proposals (RFP) 256244,1 upcoming collection of oil, transmission, coolant, or other fluids for analysis as part of an audit. During this 48 hours, the Successful Proposer must inform the City of any scheduled preventive maintenance on any bus which might affect the samples to be tested. Repairs —Any deficiencies in the vehicle fleet identified by the audits shall be repaired by the Successful Proposer. Within 10 days after notification of such deficiencies, the Successful Proposer shall present a written repair schedule/timeline to the City for approval. Failure to submit such a schedule or to not complete the repairs according to an approved schedule will permit the City to procure a third party to complete such work at the Successful Proposer's expense. Any deficiencies that render a vehicle "deadlined" shall be repaired immediately. Protest —In the event the Successful Proposer disputes the independent auditor's findings, or believes for other reasons that the City should reimburse the Successful Proposer for such repairs, the Successful Proposer may seek the City's approval of a third party paid for by the Successful Proposer and approved by the City, to provide a second opinion. With assistance from the City's auditor, the City will consider additional opinions and attempt to resolve the issue. If the dispute cannot be resolved within a reasonable timeframe, the decision of the City shall be final. Under no circumstances shall the Successful Proposer be relieved of its responsibility for fully complying with adequate equipment requirements to meet service needs during such protest periods. Maintenance Goals And Objectives Successful Proposer must establish, submit for the City approval, and track vehicle maintenance goals and objectives. A general description of this program shall be submitted with the proposal with the detailed program submitted to the City for approval at least 30 days before the first day of service provision. Page 46 of 50 Request for Proposals (RFP) 256244,1 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for contract award. The response to this solicitation shall be presented in the following format. Failure to do so may deem your Proposal non -responsive. NOTE: ALL RESPONSES WILL BE SUBMITTED IN HARD COPY FORMAT ONLY TO INCLUDE ONE ORIGINAL AND EIGHT (8) COPIES, ALONG WITH A PDF COPY OF THE PROPOSAL SUBMITTED IN A CD. ******NO ON-LINE SUBMITTALS WILL BE ACCEPTED******* 1. Cover Page The Cover Page should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the Contract; Local Office Location; Local Business Address, if applicable; Business Telephone and Fax Numbers, if applicable, Email addresses; Title of RFP; RFP Number; Federal Employer Identification Number or Social Security Number. 2. Table of Contents The table of contents should outline, in sequential order, the major sections of the proposal as listed below, including all other relevant documents requested for submission. All pages of the proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary: A signed and dated summary of not more than two (2) pages containing the Qualifications, and Experience, Ability and Capability to Perform Required Services, Methodology and Overall Approach, and Technical Solution, as contained in the submittal. Include the name of the organization, business phone and contact person. 4. Qualifications and Experience a) Describe the Proposer's organizational history and structure; years Proposer and/or firm has been in business providing a similar service(s), and indicate whether the City has previously awarded any contracts to the Proposer/firm, b) Provide a list of all principals, owners or directors. c) Provide a complete list of clients for which Proposer has provided a similar service(s) as required in this RFP. This list should include those entities of a similar size, complexity and scope of work, to the City, particularly governmental entities, for whom services have been performed during the past five (5) years. d) Provide detailed background indicating qualifications and experience, for the Successful Proposer and all personnel to be assigned the City's account throughout the duration of the Contract. e) Provide, at a minimum, three (3) references that have utilized the services proposed in this response, to the most relevant current completed services, to include name, address, telephone number, and description of work, must be included in the response. f) Should Proposer propose to utilize a Sub-Contractor(s) to perform any of the services, Proposer must identify Sub-Conctractor(s) and those services to be performed. Proposer must provide Sub-Contractor(s) qualifications and experience in detail, highlighting the experience in various areas addressed in this RFP. List who will be acting as the prime contractor, including address, contact and phone numbers, and briefly describe each other party's relationship to this prime. g) Provide a list of clients that have, for whatever reason, discontinued to use your services within the past three (3) years, and indicate the reasons for the same. The City reserves the right to contact any reference as part of the evaluation process. h) Provide three (3) Letters of Reference on letterhead from entities, particularly governmental entities of a similar size for whom similar services have been performed. Page 47 of 50 Request for Proposals (RFP) 256244,1 5. Ability and Capability to Perform Required Services a) Describe the size of Proposer and its ability to provide required services to the City. b) Describe your current operations and the manner and scope of other services currently or in the last five years. Describe the Proposer's management capacity and system for coordinating all of the services to be provided under this RFP and any other contracts of the Proposer; further, discuss how it plans to handle and coordinate all these efforts, along with the services to be performed pursuant to the RFP, if awarded a contract. c) Provide financial data for your company as well as any other entity with whom you are proposing this project. d) Provide information as to any and all pending or previous lawsuits, filing of or any pending bankruptcy proceedings, including the disposition of same, filed against the Proposer relating to similar services being sought within this RFP. f) Provide information as to whether Proposer has been acquired, plans to be acquired or merged with any other firms in the future, if known. Explain how said merger with another entity(s) may affect the services to be provided to the City, if any. g) Provide audited financial statements for the past three (3) years. A CPA Compilation Report will be accepted for those companies that are not publicly traded. 6. Methodology and Overall Approach to Scope of Work Discuss in detail Proposer's Overall Methodology and Approach to the work to be performed as required under Section 3, Specifications and Scope of Work. Proposers are to provide separate and detailed discussion in an orderly format for the following but not limited to: (1) Describe how Successful Proposer plan on selling the interior and/or exterior areas of the replica trolleys and collect monies to assist the City on maximizing potential revenue streams produced by such advertising to offset the City's cost for the trolley/bus circulator service. Describe potential advertising, promotional ideas, partnerships, affiliations, and cost in your proposal. (2) List all details associated with Proposer's maintenance program, including personnel training, daily operating practice, preventive maintenance program, etc. (3) Describe the Electronic Fare Box/Fare Collection Devices to be used in the Replica Trollets, if a fare would be imposed. Attach any pictures, schematic diagram, or drawings with description. (4) Describe Proposer's Standard Operating Procedures (SOPs) including, but not limited to, the following: Plans for replacement of disabled Vehicles; Procedures for notifying City of delays and cancellations; • A list of names and phone numbers of contact persons who can make operating decisions and be reached during Flours of Operation and after hours; • Accident review procedures and Operator corrective processes; • Radio check in and coordination procedures for maintaining Vehicle headways, including procedures for GPS/Automated Vehicle Location reporting; • Description of Operator training (including hospitality and courtesy training) • Procedures for operating vehicles and providing service, including procedures to insure that stop announcements are made by bus operators; • Procedures for daily servicing; Fare Collection and accounting procedures; Fare payment validation and enforcement procedures; • •Procedures for dispatching Vehicles to achieve balanced accumulation of mileage for each Vehicle in the fleet and accomplish required Service and maintenance; • Contingency plan for emergencies such as accident, fire, mechanical failure, inclement weather, and criminal activity; • Procedures for the handling of public and internal comments and complaints, and: Operator safety, recognition and rewards program, and disciplinary procedures for the Operator Page 48 of 50 Request for Proposals (RFP) 256244,1 misconduct. Special attention should be paid to an incentive program for front line employees who provide excellent customer service. • Customer service guidelines, employee standards of conduct. • Supervision, with sufficient supervisory level personnel to respond to service problems, monitor performance schedules and procedures, and enable operators to communicate with the base office, during all Hours of Operation. (5) Describe Proposer's Safety Program and how it plans on implementing and maintaining said program. Attach a copy of the Proposer's Safety Program, if available. (6) Describe Proposer's Substance Abuse (Drug and Alcohol) Testing Program. Attach a copy of Proposer's Substance Abuse (Drug and Alcohol) Testing Program, if available. (7) Submit Proposer's Preventive Maintenance (PM) Policy and Program Manual for the replica trolleys (busses). (8) Explain or provide a general description of your Parts and Warehousing Plan, including how proposer will reasonably maintain satisfactory inventory levels to assure timely repair of vehicles/equipment. (9) Provide any other programs, information, plans, details, approach or methodology that Proposer feels adds value to providing bus circulator services to the general public. 7. COST/REVENUE Cost- Proposer shall provide an itemized and breakdown cost as shown in the Price Line Section in this RFP document. Proposer may use the document provided by the City or its own document so long as Proposal follow the same format. Failure to do so may deem your Proposal non -responsive. Revenue- Proposer shall include any or all pictures, schematic diagram, or drawings illustrating the interior and/or exterior areas of the replica trolleys and labeling the proposed area for advertisement with the anticipated amount of revenue to be generated on a daily, weekly, monthly, and annual basis for each area of advertisement placement. 8. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the RFP number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. Page 49 of 50 Request for Proposals (RFP) 256244,1 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Proposals shall be evaluated based upon the following criteria and weight: Selection Evaluation Criteria and Weight: Qualifications and Experience 20 Methodology and Overall Approach/Ability and Capability to Perform Required Services 30 Costs to City: 40 Green Concepts 10 Total 100 Page 50 of 50 KENNETH ROBERTSON Chief Procurement Officer ADDENDUM NO 1 RFP NO. 256244 March 4, 2011 Tony E. Crapp, Jr. City Manager Request For Proposals to Provide a Trolley Service Operation for the City of Miami Health/Stadium District and Biscayne/Brickell Routes, as well as Additional Optional Routes (Allapattah/Overtown and Coral Way) and Special Events/Charters TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, and clarifications, amend the Request for Proposal (RFP) documents of • the above captioned RFP, and shall become an integral part of the Proposal/Contract Documents. Please note the contents herein and reflect same on the documents you have on hand. NOTES: 1), Please be advised that the City of Miami has elected to acquire the trolleys prior to the start-up of the Trolley Route Operations. No Interim trolleys will be utilized. As an adequate number of new trolleys are received by the City, each route will commence. All references to Proposer Provided/Interim Vehicles are hereby deleted from this RFP. . 2), All references to a "minimum" capacity of 25 passenger vehicles are revised to reflect an "approximate" capacity of 25 passengers per vehicle. 3). We haveextended the Proposal Closing Date from: Tuesday, March 8, 2011 to: Tuesday, March 29, 2011 at 2:00 PM 4), In Section 3.1.7., please delete the last sentence which states: "Each route as considered-shall-have-.two42.) vehicles..operating_in_ea.ch_dire.cti.o.n__.. at any given time." 5). As an optional service to the City, please provide, in your proposal, an hourly • rate for Charters/Special Events utilizing Non -City Owned (proposer provided) Vehicles as a full turnkey operation. All vehicles must accommodate a minimum of 20 passengers and be acceptable to the City for usage. Proposer Questions and Answers: Q1. Could the City of Miami please provide the specific revenue hours (or projected service hours) to be bid on the Cost Form? Although the hours are well defined on the Trolley Operations Specification Sheet, the annual number is not calculated. Setting the "estimated hours" to be bid on the Cost Form assures all bidders are basing their hourly rate on the same number of hours. Al. An estimated 3,744 Annual Operational Hours per Trolley or 52,416 Annual Total Operating Hours for fourteen (14) Trolleys, based on the operational plan as described in the RFP. Thls will be adjusted based on actual contracted annual operational hours. Q2. Is the pricing to be provided on the Cost Form for the first year? A2. The City of Miami has revised the RFP to require proposal pricing as follows; City Owned Vehicles: Provide the Cost to City Per Total Operating Hour To Provide Personnel, Drivers, Insurance, Storage Security, Maintenance and Operations (City provides fuel and, if required, the vehicle storage location). The annual operating hourly price proposal will be determined by the proposer, for each year, to include all initial five (5) years plus the five (5) Option To Renew annual periods, for a total of ten (10) years. This aggregate total will be used to establish the "Costs To City" point evaluation as shown in the Evaluation Criteria, Section 5.1. Q3. The City may wish to provide a line on the Cost Sheet for the Charter and Special Events rate? A3. No, the City requires a single, all-inclusive hourly operational rate only for all City owned Trolleys. Q4. The RFP contemplates either a "no fare" or "fare" based service. We suggest the City provide a line item on the Cost Form for quoting the additional cost per hour for providing fareboxes and collecting fares. A4. The fare boxes will be furnished and installed by the City and all end -of -day fare box/cash collections will be withdrawn daily by the City. 0.5. Please provide a line on the Cost. Form to indicate the prompt payment discount, if any. AS. This offer should be part of your submission package and will be negotiated with the Successful Proposer, 06. The RFP may require a performance bond in the amount of 100% of the contract price. Does the "contract price" refer to the annual price? 2 A6. Yes, it is annual since surety companies' issue the Performance Bond based on Annual. Amounts and are normally extended annually by the surety company. Q7. Performance bonds are not required by the Federal Transit Administration (FTA) on service contracts nor are they commonly required. The performance bond requirement will raise the City of Miami's cost for service on an annual basis and be of limited value. Miami's qualification procedures include a thorough review of the contractor's financial ability to perform the contract. Accordingly, we respectfully suggest that City of Miami reduce the amount of the bond, or drop its requirement altogether. A7. As stated in Q6 and A6, above, the 100% Performance Bond is required for each year of the contract. - —_ Q8. Please consider lowering the threshold to 10% of the specified vehicle service hours before an equitable adjustmentmay be made. A .20% decrease in service hours without an adjustment would not allow the operator to fully cover its ,fixed costs and would likely place .the contractor in a loss position. Likewise, a 20% increase would result in the City of Miami being overcharged for services. Considering the impact of insurance, vehicle leases, rents etc. wherein the contractor is providing these items, the impact of a 20% threshold before a price adjustment would not be. sustainable.. . A8. Any adjustment to the vehicle service hours before an equitable adjustment may be made will ultimately be negotiated with the Successful Proposer. Additionally, Equitable Adjustment, Section 2.13., will no longer reflect the CPI for Fuel as a determining factor of price. Q9. The RFP offers a CPI adjustment to cover drastic fuel price changes. We respectfully suggest that the City consider using the OPTS Index and peg the index to the initial bid rate. Otherwise, the contractor must hedge its current best price to account for the risk of fuel increases during the course of the whole first year. This results in either overpayment by the City or possibly a loss for the contractor. A9. As the CPI for Fuel, Section 2.12, is no longer applicable, this question is no longer applicable. Q10. Section 2.16. requires complaint notification to the City of Miami, Office of Transportation, no later than 5 business days following receipt of complaint. The Specification Sheet, item 5, requires 72 hour response to the City. Please clarify. A1O. The Specification Sheet (Header/Attachment), item 5, which requires 72 hour response to the City is the correct description. Please revise Section 2.16 to reflect the 72 hour response requirement. Also, be aware that this complaint/comment structure is established for all operational routes. Q11.. Section 2.17. indicates that the City may sell advertising and the City wishes to maximize the revenue stream. Section 4.1 requests the Successful Proposer to describe how it plans to sell 3 the advertising for the interior and exterior of the Trolleys and collect the money to assist the City in maximizing revenue. Please clarify who retains the revenue. All. This has now been revised. The City of Miami will control all advertising and promotional materials in or on the trolleys. The Successful Proposer will be responsible for distribution of brochures or flyers produced by the City. Q12, The Bid Bond (Proposal Bond) is for 5% of the total bid submitted. Is it 5% of the annual price? Please clarify. Al2. The City has agreed that all Proposers must submit a USD $25,000 Proposal Bond with Proposal submission. 0,13. The Performance Standards require the maintenance of headways (service frequency). Is it anticipated that the priority will be maintenance of frequency vs. scheduled departure times when on -time performance is being measured? Note Section 2.21 (Liquidated Damages) refers to scheduled times as the standard, Please clarify. (if headways are 10 minutes or less, consistent frequency should be the priority. Greater than 10 minutes than scheduled departure times are often more import. A13`. Adherence to scheduled headways/frequency of service for each route will be the priority and the criteria for performance evaluation. Q14. Per Section 2.24, this section requires a ceiling rate for each route. Please clarify. A14. As the City is acquiring its own trolleys prior to commencement of service, this Section 2.24 no longer applies. This hourly contract rate will be across-the-board for all hourly operations of City owned trolleys, including City Sponsored Charters and Special Events utilizing City Owned Vehicles. Q15. Could the City of Miami please provide a matrix indentifying the routes and numbers of Trolleys assigned to each route. A15. Health/Stadium District: 4 Trolleys Biscayne/Brickell: 10 Trolleys Allapattah/Overtown: 8 Trolleys Corgi Way: 5 Trolleys Q16. Please clarify what is intended by assigning a backup Trolley by route? is the 5th. Trolley, for example, to be staged with a driver in the event of ridership surges, or is it your intent to ensure we maintain sufficient spare Trolleys ready to respond to service disruptions and demand? 4 A16. All references to the 5th Trolley throughout this proposal are hereby deleted from the proposal. Spare vehicle(s) will be provided by the City and put into service at the City's discretion, i.e., Supervisor drives a spare trolley to the scene of a breakdown and driver continues with the spare trolley on its route. Supervisor stays on -site with broken down trolley for towing. 0.17. The RFP Section 3.1.5. states "Fueling of the City owned vehicles will be provided by the City at its expense." During the period in which interim vehicles are provided, will the City pay for the fuel? Additionally, we assume 3.3.19 refers to the pricing scenario where the Successful Proposer provides the fuel. Is this correct? A17. Since the City will now be acquiring its own vehicles prior to commencement, proposers are to revise their Section 3.1.5., to read as shown below and also that Section 3.3.19., Fuel is hereby deleted entirely. Section 3.15, is revised to read as follows: 3.1.5. Service Description The Health/Stadium District Route Circulators will be • operated using four (4) trolley vehicles ... with an approximate capacity of twenty-five (25) passengers per vehicle. The Biscayne/Brickell Route Circulators will be operated with an additional ten (10) trolley vehicles with the same capacities. The City reserves the right to modify the service level above/below that specified in the RFP and renegotiate the contract hourly rate with the Successful Proposer at that time. Health/Stadium District and Biscayne/Brickell Route 'Circulators, as well as additional.optional routes being considered (Allapattah/Overtown and Coral Way) will be a system of routes with a goal of ten (10) to a maximum of fifteen (15) minute headways for peak hours and twenty (20) minute headways for off-peak hours. The Health/Stadium District and Biscayne/Brickell Route Circulators, as well as additional optional routes being considered (Ailapattah/Overtown and Coral'Way), will be coordinated with existing Miami -Dade Transit (MDT) bus operations. Each route and the level of service may be refined by the City based on system performance. The City will provide oversight of the service through its Office of Transportation as well as provide administration, marketing, advertising and public information services. The Successful Proposer will provide the Cost to City Per Total Operating Hour To Provide __P_ers.o.nn.el.,_Drive.rs, I.nsu.ran.ce,_Storage_Security, Maintenance and Operations (City provides fuel, storage location, if necessary). Successful Proposer's services shall also include, but not be limited to, support vehicles, maintenance personnel, dispatchers, supervisors and the physical facilities and equipment necessary to operate a • transit system, including garage, if applicable, office facilities and Special Events and Charter operations when using the City owned vehicles. 5 Commencing service contract, Successful Proposer agrees to provide public transportation services in accordance with the route(s), number of vehicle(s) miles and headways, hours, and services specified herein. The City will make available, to the Successful Proposer, a storage Iocation(s). These location(s) specified by the City at its sole discretion, would be available for storage of vehicles after hours at no charge to the Successful Proposer. The Successful Proposer shall provide technical and operating personnel and services necessary for the operation of the City's fixed route(s) trolley system. Fueling of City Owned vehicles will be provided by the City at its expense. All services rendered shall be subject to the control of the City and coordinated by the City. Responsibility for Successful Proposer's day-to-day operations shall be vested in the Successful Proposer's full-time Management. Q18, Please clarify who is responsible for obtaining license plates and the cost associated with the. licensing of the City of Miami furnished Trolleys? A18. The City of Miami will be responsible to secure all required licenses and plates for each trolley vehicle. The Successful Proposer will be responsible to insure installation of all tags, registrations and licenses. Q19. Is it anticipated that the authority -furnished Trolleys will be equipped with GPS? A19. Since the City will now be acquiring its own vehicles prior to commencement, the City anticipates having GPS devices installed in all trolleys. Q20. Is GPS/AVL required for the Interim vehicles? A20. Not Applicable. See Note #1 above. 021. Does the City of Miami intend to purchase extended warranties for the City furnished Trolleys? A21. Yes, if allowed by funding sources/agencies as an eligible capital cost. 422, Noun will the City collect the funds from the Trolleys on a daily basis? A22. At the end of each service day, it is anticipated that all trolleys will report to the Miami -Dade Transit Central Administration Building, located at 3300 NW 32 Ave., Miami, FL 33142 to have the cash vault withdrawn and the Easy Card transactions downloaded to their system. 6 Q23. Insurance requirements have been revised. A23. As shown below: INSURANCE REQUIREMENTS TROLLEY BUS SYSTEM I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability. Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,0.00,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $ 1,000,000 B. Endorsements.Required City of Miami included as an additional insured (CG 2010 11/85, or Equivalent version) Contingent Liability & Contractual Liability. Primary Insurance Clause. Endorsement. Coverage for injury to leased workers Premises & Operations Liability Explosion, Collapse and Underground Hazard Loading and Unloading Il, Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured: Employees as insureds City of Miami as loss payee on the auto physical damage III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A, Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Umbrella Policy/Excess Liability (Excess Following Form/True Excess Following Form/True Umbrella) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $5,000,000 Aggregate • $5,000,000 B. Endorsements Required City of Miami listed as an additional insured Increased limits to General Liability, Auto and Em.ployer's Liability. Coverage VI. Physical Damage Coverage Collision Other than Collision/Combined Additional Coverage VII. Fidelity Bond City of Miami listed as loss payee $10,000 VIII, Garage Keepers Legal Liability $500,000 Deductible- $2,500 $1,000 Deductible $1,000 Deductible The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. 8 Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" 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. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. THE DEPARTMENT OF RISK MANAGEMENT RESERVES THE RIGHT TO SOLICIT ADDITIONAL INSURANCE COVERAGE AS MAY BE APPLICABLE Please revise your documents to reflect these changes. ALL OTHER TERMS AND CONDITIONS OF THIS RFP REMAIN THE SAME. Sincerely, Kenneth Robertson Director of Purchasing 9 Make quapxnent. Supreme Classic American or Approved Equal Vehicle Type Trolley with Wood Bench Style Seating or Approved Equal (see Header/Attachments for photograph of example vehicle) Number of vehicles required Requirement of fourteen (14) vehicles in service with backups Capacity Minimum of 25 passengers Power/fuel type ULS Diesel or Similar Approved Engine Accessibility Must meet ADA. requirements for public transit vehicles Reliability standards Any short-term vehicle provided by this Successful Proposer must not be more than five (5) years old when placed in service. New trolleys provided by the City must be maintained in excellent condition and remain in service for a minimum of ten (10) years. On -board amenities Vehicles provided by the Successful Proposer must have properly functioning air conditioning at all times while in service that maintain 75 degree ambient temperature. Driver seatbelts must be provided. Map Holders and Advertisement space (interior/exterior) must be provided. Interior LED destination sign. requirements The City requires availability of interior stop alert message board and exterior destination signage Radio and Communication Equipment Two-way radios, GPS Devices On -Board All Vehicles Electronic Fare Box/Fare Collection Devices Must have registering electronic fareboxes compatible with Miami -Dade Easy Card program Boors ,of Operation Monday - Saturday Initial Service Plan calls for approximately 12 hours Sundays Initial Service Plan calls for approximately 0 hours Holidays Initial Service Plan calls for approximately 0 hours Frequency of Headways (trips) 10 - 20-minute intervals Total platform hours per weekday Starting Approx. 168 hours (14 vehicles at 12 hours per day) Total platform hours per Saturday Starting Approx. 168 hours (14 vehicles at 12 hours per day) Total platform hours per Sunday 0, except for Special Events (i.e., Marlins/Heat Games) and Charters Total platform hours per Holiday 0, except for Special Events (i.e., Marlins/Heat Gaines) and Charters Number of routes 2 with additional optional routes Fares City intends to charge a fare for Regular Service (potentially $1.00), Special Events (potentially $2.00) and Charters. Performance Minimum reliability < 2% missed trips; 95% on time performance (on time = 0 to 5 minutes late at any point in time). Service standards will be set during contract start-up A. Performance Standards 1. Service Delivery. The success of the Circulator Service is dependent upon the reliability and safety of the Service. The Successful Proposer shall operate the Service to achieve the following minimum Service standards: a) Completion of at least ninety-five (95%) percent of all scheduled trips each month; b) Headway coordination shall be accomplished to maintain at least ten (10) minutes and no more than fifteen (15) minutes between vehicles during the peak period and no more than twenty (20) .minutes between Vehicles in the off peak period; and . .. . c) Moving traffic violations received by any Successful Proposer Employee in conduct of the Service must be reported immediately (no later than the same day as the incident) to the City contract administrator or designee's name provided to the Successful Proposer. Upon the City's request, the Successful Proposer shall remove the Successful Proposer Employee receiving a moving violation from assignment to this Contract. 2. Climate Control. The Successful Proposer shall maintain in operating order heating and air-conditioning systems on all Vehicles to the following standards: a) Air-Conditioning/Heating System fully operational. b) No Vehicle shall be operated without a properly functioning air-conditioning or heating system. 3. Vehicle Condition. The Successful Proposer shall maintain the Vehicles at all times in safe workhig order and in a clean and presentable manner: a) b) c) All vehicles provided by the Successful Proposer must have fleshly painted exteriors uniform to the City of Miami standard color schemes. Successful Proposer shall remove all graffiti from the exterior and interior of the vehicles immediately or as soon as it is practical, but no later than the start of the next day's service. If the graffiti is offensive or vulgar and cannot be removed, that vehicle shall be taken out of service immediately. All vehicles must be in excellent operating condition at all times. Minor body damage repairs, identified by the City as necessary shall be repaired as soon as possible, but not to exceed two (2) weeks, after notification to Successful Proposer, subject to the availability of OEM parts when needed. d) Major body damage shall be repaired before returning the Vehicle to Revenue Service, not to exceed five (5) weeks out of Service, subject to the availability of OEM parts when needed. e) Vehicles while in Service shallbe kept free of trash and debris at all times. f) Vehicle maintenance shall be performed to achieve the following standards: • All legally required safety -related equipment shall be in working order at all times on the Vehicles that are performing Service. • Vehicles shall pass inspection, if and when applicable. • All maintenance records shall be complete and accurate, posted to permanent records within one (1) week, and contain no falsification of timeliness or description of repairs conducted. • All mechanical/hydraulic Americans with Disabilities Act (ADA) lifts must be. maintained in perfect operating condition at all times. 4. Customer Service/hospitality. Operators will welcome passengers, consistently demonstrate positive, friendly approach, and respond to questions and concerns to the best of their ability. Operators are required to announce all stops on the vehicle public address system in advance of stopping. Performance will be monitored by the City through customer surveys, communication with supervisors, and individual spot-checks. 5. Public Comments/Complaints. It shall be an objective of the Successful Proposer to limit bona fide complaints from the public, concerning the Successful Proposer's performance of services to three (3) per one hundred (100) passengers per month. Complaints received by the City will be forwarded to the Successful Proposer for. handling. The Successful Proposer will research the complaint and respond to the City in writing within seventy-two (72) hours of receipt of the complaint. The Successful Proposer will provide a step-by-step disciplinary procedure in the Operator's Handbook to handle complaints about service provided by the Operators. b. Operator Uniforms. At all times while perfoiinning their duties, vehicle operators, supervisors, and trainers must maintain a clean and neat appearance, and must be in the approved uniform inspected by the Successful Proposer. Every employee must also adhere to a code of personal grooming a.nd hygiene established by the Successful Proposer. 7. Drug and Alcohol Policy. The Successful Proposer must have a drug and alcohol policy in place that meets all federal, state and local policy requirements. B. Determination of Non -Performance 1. Notice to Successful Proposer. Upon determination by the City of a failure to meet an established performance measure, a written notification will be deliveredto the Successful Proposer's home office, with a copy to its local Project Manager. Liquidated damages will not be applied without the Successful Proposer receiving a written notice specifying the issue and detailing the time and nature of the occurrence. 2. Remedy of Non -Performance. If the Successful Proposer shall correct an occurrence of non-perfounance within five (5) working days of notification by THE CITY, and the same is acceptable to the City, no adjustment will be assessed. 3. Adjustments. In the event that the Successful Proposer fails to meet any performance standard established under this Contract, and fails to take satisfactory corrective action(s) within the time limits established under this Contract, adjustments in the City payments to the Successful Proposer will be made as described below: The Successful Proposer and the City agree to the following schedule of liquidated damages for specific items of non-performance as specified below because actual damages are difficult to ascertain. Therefore, the amounts are established as liquidated damages, and not as a forfeiture or penalty, for the Successful Proposer's failure to comply with the specified terms and provisions. With prior notice to the Successful Proposer, the City reserves the right to change the amount of liquidated damages imposed for specific items of non performance and reserves the right to add or delete specific items of nonperformance. a) Service Delivery. Failure ,to achieve the performance standards for the completion of at least ninety-five (95%) percent of Scheduled Trips: $100 per missed trip b) Climate Control. Failure to achieve the performance standards described: $100 per day per Vehicle Vehicle Condition. Failure to achieve the following performance standards per occurrence: Graffiti $25 per event Minor Body Damage $25 per event Major Body Damage $100 per event Safety Equipment $25 per event Vehicle Inspection (if applicable) $50 per event Maintenance Records $25 per event d) Reporting Requirements. Failure to submit clear and accurate reports: Accident/Incident Monthly report . working day of the month $25 per event $50 per day after the. le e) Uniforms. Failure to achieve this performance standard: Uniforms $25 per event f) Customer complaints. Failure to achieve the performance standards: $50 per event. Page 1 of 1 htip://irniami.riverside.cmgov.nei:8003/OA HTML/OADovvnload.jsp?transaciionid=19110... 4/5/2011 MX