Loading...
HomeMy WebLinkAboutR-1997-175 r RESOLUTION NO. 175-97 RESOLUTION OF THE CITY OF DANIA, FLORIDA, APPROVING THE AGREEMENT BETWEEN THE CITY OF DANIA, SOUTH FLORIDA TROLLEY COMPANY, INC., AND SOUTH FLORIDA TOURISM COUNCIL, INC., FOR SERVICES RELATING TO THE BROWARD COUNTY Al BEACH TROLLEY SERVICE -PRIVATE- PUBLIC PILOT PROGRAM; PROVIDING THAT ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH BE REPEALED TO THE EXTENT OF SUCH CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA: Section 1. That that certain agreement, between the City of Dania, South Florida Trolley Company, Inc. and South Florida Tourism Council, Inc., for services relating to the Broward County A1A Beach Trolley Service - Private-Public Pilot Program, a copy of which is attached hereto and made a part hereof as Exhibit A, be and the same is hereby approved and the appropriate city officials are hereby directed to execute same. i Section 2. That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed to the extent of such conflict. Section 3. That this resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 9"' DAY OF DEgEVIBER, 1997. EAYOR-COM SSIONER ATTEST: CITY CLER -AUDIT R APPR AS TO RM AND CORRECTNESS: r CITY A ORNEY Resolution No. 175-97 I -2- I -� AGREEMENT This Agreement, entered into on the day of December, 1997, between: THE CITY OF DANIA, a municipal corporation of Florida, called the "City" and SOUTH FLORIDA TROLLEY COMPANY, INC. , a Florida corporation, called the "Contractor, " and SOUTH FLORIDA TOURISM COUNCIL, a Florida nonprofit corporation, called the "Administrator, " W I T N E S S T H This agreement shall constitute the terms and conditions under which the Contractor shall furnish all services necessary for the Private-Public Partnership Pilot Program - Broward County AlA Beach Trolley Service ("Trolley Service") , County of Broward, State of Florida and under which the Administrator shall furnish all services necessary for contract administration relative to the Private-Public Partnership Pilot Program - Broward County AlA Beach Trolley Service ("Trolley Service") . SECTION ONE I i CONTRACTOR' S SERVICES 1. 1 Contractor agrees to provide all services necessary for the day to day management, operation and maintenance of the -1- EEXHIBIT _. . Trclley Service as required by the performance standards set forth in Section 4 herein. 1 . 2 Contractor' s responsibilities shall also include but not be limited to the following: (a) Overall service management; (b) Vehicle acquisition; (c) System safety; (d) Vehicle gasoline, servicing and maintenance; (e) Equipment maintenance; (f) Vehicle body and paint maintenance; (g) Vehicle towing; (h) Vehicle cleaning; (i) Provisions of all parts required for maintenance; (j ) Provision of fluids and lubricants; (k) Communication between dispatches and vehicles; (1) Dispatching (m) Street supervision; (n) Operations planning; (o) Reporting requirements; (p) Internal accounting; (q) Employment of all transit personnel; (r) Employee recruitment, training and supervision; (s) Personnel administration and policy; (t) Employee payroll; (u) Lending expertise in selling of advertising on trolley; and (v) Insurance as set forth in Section 15 of this Agreement . 1 . 3 Contractor shall collect all revenue generated by the transportation system, including the revenue generated in the other participating municipalities and shall pay all expenses necessary to support the transportation system. 1. 4 Contractor agrees that the City shall not be responsible for any financial deficit resulting from the operation of the transportation system. 1. 5 Contractor shall comply will all applicable requirements -2- II lob Z it of the Americans with Disabilities Act (ADA) at all time while the trolleys are being utilized for public transformation and while utilizing any and all routes approved herein. To the extent that any terms of this Agreement are inconsistent with the ADA, the requirements of the ADA shall control . SECTION 2 ADMINISTRATOR' S SERVICES 2 . 1 Administrator agrees to provide all supervisory services necessary for contract administration and monitoring of the trolley service provided by South Florida Trolley, Inc. 2 . 2 Administrator shall maintain all records of total passenger utilization and total mileage on a daily basis in the format prescribed by the City and shall furnish such records to the City on a monthly basis. 2 . 3 Administrator shall assist City staff with any aspect of planning and scheduling of public transit routing that City might request . 2 . 4 Administrator will act as the City' s representative throughout the administrative period. 2 . 5 Administrator shall collect from local businesses an amount of $500 per month which shall be used to reduce City' s monthly obligation from $1000 to $500 . Administrator shall be responsible for the aforesaid payment of $500 per month. In the event Administrator shall not collect $500 in any month from -3- y� local businesses, Administrator shall be responsible to pay $500 per month towards the City' s $1, 000 monthly contribution. SECTION 3 CITY' S SERVICES 3. 1 City shall be responsible for establishing all policies relative to trolley transit system including the imposition of fares . 3. 2 City shall be responsible for service planning, including adjustments to routes, schedules, fare structure, and such other factors that affect the quality of service provided. City shall have the right to make reasonable adjustments to the routes specified herein and Contractor agrees to follow such adjustments in the route from time to time. 3. 3 City shall provide Administrator with trolley system timetables prepared by Broward County Mass Transit Division sufficient to inform County residents and passengers of service to be made available . 3 . 4 City shall be responsible for designation of transit stops and installation and maintenance of transit stop signs. 3. 5 City shall hold the funds distributed by Broward County to support the Trolley Service and remit such funds monthly to Contractor as they become due. -4- e a i SECTION 4 PERFORMANCE STANDARDS s 4 . 1 The trolley transit system described in this Agreement must be operation no later than January 30, 1998, this system _ shall run according to the schedule set forth in Exhibit A which is attached hereto and made a part hereof. The schedule shall be followed unless otherwise agreed upon in writing by the City. 4 .2 Contractor shall make an effort to complete one hundred percent of all scheduled trips on a daily basis. 4 . 3 Contractor shall maintain a maximum of sixty minute headwav on the route for ninety percent of the trips on a daily basis . Contractor shall not be held responsible for failure to meet the standard due to unforeseeable, uncontrollable reasons which are documented by Contractor and verified by the Administrator. 4 . 4 At a minimum, vehicle exteriors shall be washed weekly. Interiors shall be swept, trash emptied, dusted and spot mopped at least once daily; shall be fully mopped, windows cleaned and drivers area cleaned throughout at least once weekly including drivers area, dashboard, window, ceiling, walls, seats, and all other areas. 4 . 5 No vehicle shall be dispatched for service without a properly functioning air conditioning system, as described in Section 7 of this Agreement . -5- I I 4 . 6 All vehicles must be safe and satisfactory for the provision of service. Any vehicle in service considered unsafe shall be replaced immediately. Vehicles deemed unsatisfactory due to discrepancies such as multiple torn seats, loose or broken seats, cracked windshields or other blatant causes shall be removed from service after the day of discovery of the discrepancies, and shall not be returned to service until the problems have been remedied. A suitable replacement vehicle shall be in place and operational in a timely manner so as to avoid any disruption in daily service. 4 . 7 Vehicles shall have City approved route signs and clearly visible interior placards noting telephone numbers to register complaints . 4 . 8 All vehicle drivers hired by the Contractor shall comply with the requirement to wear the uniform agreed to by Contractor and the City. SECTION 5 TRANSIT ROUTE 5. 1 The established route shall travel north and south along AlA with welcome centers in the Cities of Pompano Beach, i Lauderdale by the Sea, Fort Lauderdale, Dania and Hollywood. The Trolley Service shall provide four two-hour narrated tours daily. A more detailed description of the route may be found in Exhibit A which is attached hereto and made a part hereof. I -6- 5. 2 In addition to the designated intermediate stops, additional stops shall be permitted on the fixed route at the request of riders/customers or businesses with rider/customers waiting for pick up. The service shall connect with regular Broward County Bus Routes near U. S. 1, AlA, and other approved major intersections along the route. SECTION 6 PERSONNEL REQUIREMENTS 6. 1 Contractor shall designate a Project Manager who will oversee the complete operation of the transit systems and who will serve as day to day liaison with Contractor, City and Administrator. 6. 2 The following qualifications shall apply to all drivers employed to perform services under the terms of this Agreement : (a) Minimum age limit of twenty-one years old; (b) Current valid Florida Chauffeur' s License and attainment of valid Commercial Drivers License when required; (c) No more than two moving violations or accidents, individually or combined, within a three year period; (d) Capable of speaking, writing and understanding the English language fluently; (e) Contractor shall verify that driver (s) have the requisite licenses and driving records; (f) Contractor shall immediately dismiss a driver from performing further work under the terms of this Agreement should the drivers license be suspended and/or terminated, if the driver has more than two moving violations and/or chargeable accidents, or if they are subject to a criminal conviction during the performance of this Agreement or results on a drug use test administered by a responsible testing facility are positive; (g) All. requirements of the 1987 Federal Motor Safety Act must be observed; -7- 6. 3 Contractor shall ensure that all drivers fulfill the following requirements: (a) Drivers shall operate the vehicles in a safe and timely manner. (b) Drivers shall be courteous to all passengers and the general public at all times and respond to passenger questions regarding use of the transit system. (c) Drivers shall distribute or collect handouts, surveys, fares, etc. at City' s or the Administrator' s request. (d) Uniforms shall be clean, presentable and worn at all times when on duty. (e) Gratuities shall not be accepted. (f) Drivers shall have a knowledge of transit system schedules . (g) Drivers shall assist disable Passengers with entering and exiting vehicles . (f) No one shall be permitted to smoke, eat, drink or play a radio (other than necessary driver/dispatcher radios) while a passenger on the vehicles. SECTION 7 VEHICLE REQUIREMENTS 7 . 1 Contractor shall acquire and provide a vehicle described in Exhibit B. An additional vehicle shall be available immediately as a backup in the event of mechanical breakdown. The maximum response time from the time of vehicle breakdown until a replacement vehicle arrives shall be sixty minutes. The replacement vehicle shall meet all vehicle requirements . 7 .2 Each vehicle shall comply with all applicable rules and regulations of the Department of Motor Vehicles and shall be in compliance with Safety Standards required by the Federal Motor I Vehicle Safety Standards established by the National Traffic Safety Administration and Safety Standards required by OSHA and -8- I I I applicable ANSI Standards. 7 . 3 Each vehicle shall a minimum of twenty seats approximately arranged and designed to provide safe and comfortable seating for passengers . 7 . 4 On-board communications equipment is desirable but not required. 7 . 5 Vehicles shall have a historical trolley appearance. 7 . 6 All vehicles shall have air conditioning and heating systems that are fully operative every day the vehicle is in service. The air conditioning system shall be of sufficient size and capacity to provide a cooling effect throughout the vehicle, with cold air blowing in all sections of the vehicle. 7 . 7 Vehicles used by the Contractor shall be available for inspection by the City or Administrator prior to placing in service and at any time thereafter at the City' s or Administrator' s discretion. 7 . 8 Space shall be available in the interior of the vehicles for displaying transit system routes, schedules and promotional announcements and/or advertising. 7. 9 Contractor shall comply with all applicable laws and regulations relative to handicap accessibility as well as comply with the specific requirements of the ADA. 7. 10 Vehicles shall be identified with signs or logos as the as specified "Beach Trolley AlA All Day" or other identification 1 1 by the City or Administrator. Signs shall be conspicuously displayed on the front, sides and rear of the vehicles . SECTION 8 CONDITION AND MAINTENANCE OF THE VEHICLES 8 . 1 Vehicles shall be in excellent working condition both operational and in appearance. All vehicles and required equipment shall be kept in good repair and condition satisfactory to the City or Administrator. 8 . 2 Contractor shall initiate and maintain effective safety and mechanical inspection program. 8 . 3 All vehicles required to be utilized for this Agreement shall be safe for operation on public streets and highways and meet all requirements of the Florida Department of Transportation Rule Chapter 14-90 entitled "Minimum Requirements for Transit Coaches and System Equipment. " All parts of the vehicle and equipment mounted on or in the vehicle shall conform at a minimum to all applicable federal motor vehicle safety standards . 8 . 5 At all times, Contractor shall cause all components of each vehicle, including its body, frame, furnishings, mechanical, electrical, hydraulic, or other operating systems to be j maintained according to manufacturers recommendations and shall be in proper working condition free from damage and malfunction. I Contractor shall cause any vehicle damaged in any accident or otherwise to be replaced or repaired immediately. Contractor, at .,g -10- its sole cost and expense, shall provide fuel, lubricants, repairs, parts and supplies required for the maintenance and operation of all vehicles utilized in providing service. SECTION 9 RECORD KEEPING, REPORTING AND AUDITING 9. 1 Contractor shall be required to maintain all project records as requested by the City or the Administrator. Contractor shall permit authorized representative of City or Administrator to examine all data and records related to the project or according to the scheduled reporting periods. 9. 2 Contractor shall record on a daily basis and report weekly to the Administrator all disruptions in service, late service, vehicle breakdowns, accidents, vehicles out of service/commission and any other incident affecting service. 9. 3 Contractor' s Project Manager shall also document passenger complaints and describe any actions to resolve such complaints on a weekly basis. Contractor agrees to submit such documentation to Administrator on a monthly basis. 9. 4 Contractor' s Project Manager shall provide reports on ridership by route and by trip to the Administrator on a monthly basis. 9. 5 Records shall be maintained by Contractor. These records shall show details of transactions pertaining to the management, maintenance and operation of this system, books, accounts and/or -11- i 1 records shall be available for inspection by the City or Administrator upon demand. SECTION 10 PRE-SERVICE REQUIREMENTS The following items shall be delivered to the Administrator by the Contractor at least two days prior to the start of the service and are subject to approval by the Administrator: 10 . 1 An operations manual for the Broward County AlA Beach Trolley Service system which documents all operational procedures and policies, including but not limited to the following: (a) Vehicles operating procedures; (b) Communications operating procedures; (c) Driver conduct; (d) Safety procedures; (e) Accident procedures; (f) Administration and Reporting procedures; (g) Other operating procedures and policies as required for proper operation of the Broward County AlA Beach Trolley Service. 10 .2 Job description for drivers administrative personnel . 10 . 3 Maintenance procedures for all vehicles . 10 . 4 Final system schedules. 10. 5 Training procedures for vehicle drivers . 10. 6 Review and comment on schedules, routes and other I issues relating to initial operation of Broward County AlA Beach Trolley Service in a safe, reliable and efficient. -12- I l SECTION 11 TERM AND TIME OF PERFORMANCE The term of this Agreement shall begin on the date it is fully executed by both parties and continue month to month for a proposed period of one year from the date of execution. The City is under no obligation to extend this agreement from month to month. SECTION 12 TERMINATION 12 . 1 This Agreement may be terminated for cause by action of the City or the Contractor upon thirty (30) days written notice by the party that elected to terminate, or for convenience by action of the City upon not less than thirty (30) days written notice by the City to Administrator. This Agreement may also be terminated by the Administrator or City Manager upon such notice as the Administrator or City Manager deems appropriate under the circumstances in the event the Administrator or City Manager determines that termination is necessary to protect the public health, safety or welfare. 12. 2 Termination of this Agreement for cause shall include, I but not be limited to, failure to suitably perform the work, failure to continuously perform the work in an manner calculated to meet or accomplish the objectives of the City as set forth in this Agreement, or breach of any of the provisions of this !4 Agreement notwithstanding whether any such breach was previously waived or cured. 12 . 3 Notice of termination shall be provided in accordance with the "Notices" section of this Agreement except that notice of termination by the Administrator or City Manager which the Administrator or City Manager deems necessary to protect the public health, safety or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "Notices" section of this Agreement. 12 . 4 In the event this Agreement is terminated for cause or convenience, the capital contribution and financial assistance provided by the City shall be prorated on a monthly basis to the date the Agreement is terminated. However, upon being notified of City' s election to terminate, Contractor and Administrator acknowledge and agree that $10 compensation paid by City, the adequacy of which is hereby acknowledged by Contractor and Administrator, is given as specific and full consideration to Contractor and Administrator for City' s right to terminate this Agreement for cause or convenience. SECTION 13 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand- -14- delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: For City of Dania: Mr. Mike Smith City Manager 100 West Dania Beach Boulevard Dania, Florida 33004 For South Florida Tourism Council, Inc: Mr. Ralph Riehl 101 North Riverside Drive, Number 212A Pompano Beach, Florida 33062 For South Florida Trolley Service, Inc. : Mr. Bob Matheny 998 South Military Trail Deerfield Beach, Florida 33442 SECTION 14 INDEMNIFICATION Contractor shall, to the extent permitted by law at all times hereafter, indemnify, hold harmless, and defend the City, its agents, servants, and employees from and against any claim, i demand, or cause of action of any kind or nature arising out of any error, omission, or negligent act of the Contractor, its agents, servants, or employees in the performance of services for which the Contractor has responsibility under this Agreement. •w� -15- Contractor shall, to the extent permitted by law at all times hereafter, indemnify, hold harmless, and defend the Administrator, its agents, servants, and employees from and against any claim, demand, or cause of action of any kind of nature arising out of any error, omission, or negligent act of Contractor, its agents, servants, or employees in the performance of services for which the Contractor has responsibility under this Agreement . Nothing herein is intended to serve as a waiver of sovereign immunity by City. Nothing herein shall be construed as consent by the City to be sued by third parties in any matter arising out of this Agreement or any other contract. SECTION FIFTEEN INSURANCE 15. 1 Insurance: The Contractor shall at all times during the term of this Agreement keep and maintain in full force and effect, at contractor' s sole cost and expense, insurance of the types and amounts as set forth below and shall name the City as an additional insured. 15. 2 Provisions Applicable to Insurance: At or prior to the i commencement of the Contractor' s performance pursuant to the provisions of any agreement with the City involving the vehicle (s) provided hereunder, the Contractor shall deliver the original certificate of insurance required herein to the City. I -16- _1 The Contractor shall pay the premiums for all insurance required by this Agreement to be renewed from time to time .so that at all times the insurance protection required by this Agreement shall continuously exist. The policy shall not be canceled or materially changed without the giving of at least thirty (30) days prior written notice thereof to the City, and in such event, a policy pursuant to the above terms must be substituted. 15. 3 Required Insurance: Contractor shall maintain in full force the insurance coverage as set forth below: (a) Workers' Compensation Insurance: Workers' Compensation Insurance shall be maintained during the life of the Agreement to comply with statutory limits for all employees, and in the case any work is subcontracted, the Contractor shall require any subcontractor to similarly provide Workers' Compensation Insurance for all the latter' s employees unless such employees are covered by the protection afforded by the Contractor. The Contractor and its subcontractors shall during the life of this Agreement Employer' s Liability Insurance. The following must be maintained: Workers' Compensation Statutory Employer' s Liability $100, 000 per accident (b) Comprehensive General Liability Insurance: Comprehensive General Liability Insurance shall be written on an occurrence basis with a minimum limit of One Million Dollars per occurrence combined for Bodily Injury Liability and Property Damage Liability and must include the following: (1) Premises and/or Operations; -17- (2) Independent Contractors; (3) Broad Form Contractual Coverage applicable to this specific agreement, including any hold harmless and indemnification agreement; (4) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits coverage equal to those required for Bodily Injury and Property Damage Liability; (5) The City and Administrator are to be included as "Additional Insured" with respect to liability arising out of operations performed for the City by or on behalf of Contractor or acts or omissions of the City or Administrator in connection with general supervision of such operation. (6) Notice of Cancellation and/or Restriction. The policies must be endorsed to provide the City with thirty days notice of cancellation and/or restriction. (c) Business Automobile Liability Insurance: Business Automobile Liability Insurance shall be written on an occurrence basis with a minimum limit of One Million Dollars per occurrence combined for Bodily Injury Liability and Property Liability Coverage must be afforded on a form no more restrictive than the latest addition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include the following: (1) Owned vehicles; (2) Hired and non-hired vehicles; (3) Notice of Cancellation and/or Restriction. The policy (s) must be endorsed to provide the City and Administrator with thirty days notice of cancellation and/or restriction. SECTION 16 i PAYMENT In return for services provided by Contractor and specified I herein, the Contractor will be paid for his/her services as follows: -18- II The City' s Contractor shall collect all revenue generated by the transportation system, including the revenue generated in the other participating municipalities and utilize such funds to pay all expenses necessary to support the transportation system. The monthly operating costs and funding shall be as follows : Operation Costs : Leased Equipment with driver fully insured: $12, 000 Marketing, advertising and promotion: $ 3, 000 TOTAL MONTHLY COSTS : $15, 000 Private Source of Funds: South Florida Tourism Council $ 7 , 500 TOTAL MONTHLY PRIVATE FUNDS: $ 7, 500 Public Source of Funds : Broward County Transit Funding $ 2, 500 City of Pompano Beach $ 1, 000 City of Lauderdale By The Sea $ 1, 000 City of Fort Lauderdale $ 1, 000 City of Dania $ 1, 000 City of Hollywood $ 1. 000 TOTAL MONTHLY PUBLIC FUNDS: $ 7, 500 TOTAL MONTHLY FUNDING: $15, 000 Less total monthly costs : $15, 000 -0- City shall not be responsible for any financial deficit resulting from the operation of the transportation system or for any failure of payment by Broward County, the South Florida Tourism Council or any participating municipalities. If Broward County or any participating municipality does not agree to pay its share of funds, then the parties shall be released from their obligations under this agreement unless the South Florida Tourism Council pays the share of any nonparticipating municipality. -19- ARTICLE 17 MISCELLANEOUS 17. 1 Assignment and Performance: Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either party. The Contractor represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligation, and services set forth in the Scope of Services and to provide and perform such services to the City' s satisfaction. The Contractor shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of the Contractor' s performance shall be comparable to the best local and national standards . 17 .2 Waiver of Breach and Materiality: Failure by the City to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. The City and the Contractor agree that each requirement, duty and obligation set forth herein is substantial and important -20- it to the formation of this Agreement and, therefore, is a material term hereof. 17 . 3 Comoliance With Laws: The City shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement. 17 . 4 Nondiscrimination: The Contractor agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, gender, sexual orientation, age, national origin, political affiliation, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, gender, sexual orientation, age, national origin, political affiliation, or disability. This provision shall include, but not be limited to, the following: layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. The Contractor agrees to furnish the City with a copy of its Affirmative Action Policy. 17 . 5 Severance: In the event this Agreement of a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless the City or the Contractor elects to terminate this Agreement. The election to terminate this Agreement based -21- upon this provision shall be made within seven (7) days after the finding by the court becomes final. 17 . 6 Priority of Provisions: 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 this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 10 of this Agreement shall prevail and be given effect. 17 .7 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 for litigation concerning this Agreement shall be in Broward County, Florida. 17 .8 Amendments: No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the City and the Contractor. 17 . 9 Prior Agreements: This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject -22- _ matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation. from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. If is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document in accordance with Section 13 above. 17 . 15 Incorporation by Reference: The truth and accuracy of each "Whereas" clause set forth above is acknowledge by the parties. The attached Exhibit A is incorporated into and made a part of this Agreement. IN WITNESS WHEREOF, the City has caused these presents to be signed by its Mayor-Commissioner, City Manager, attested by the City Clerk with the corporate seal of the said City of Dania, and the Contractor has executed these presents the day and year written. Signed, Sealed and Witnessed CITY OF DANIA, in the Presence of: FLORIDA: By l �/ 1� ✓ Witness Ma or issioner Yl BY Witness Ci WT. -23- Approved as to form: Attest: City Attorney City Clerk WITNESSES: Witness - Print or type name South Florida Trolley, Inc. BY Witness - Print or type name Witness - Print or type name South Florida Tourism Council, Inc. BY Witness - Print or type name I -24- i i LAW OFFICES RYAN & RYAN, P.A. THIRD FLOOR 700 EAST DANIA BEACH BOULEVARD DANIA.FLORIDA 33004.3090 ARCHIE J.RYAN. III TELEPHONE(954)920-2921 TIMOTHY M.RYAN FACSIMILE(9U)921-1247 CHRISTOPHER J.RYAN ALEXANDRA C.AUSTIN December 17, 1997 Ms. Marie Jabalee City Clerk 100 West Dania Beach Blvd. Dania, Florida 33004 Re: Amended Agreement between City of Dania, South Florida Trolley, Inc. and South Florida Tourism Council, Inc. Our File No: 15925D Dear Ms . Jabalee: The city commission approved the interlocal agreement for trolley service between the city and the county and the three party the trolley company and tourism council agreement between the city, subject to the revisions outlined by the commission. Enclosed is the amended agreement with the revisions which are set forth below. For ease of reference, the underlined language is new. 2 .5 Administrator shall collect from local businesses an amount of $500 per month which shall be used to reduce City' s 000 to mo 500. Administrator shall be nthl obli ation from 1 responsible for the aforesaid payment of $500 per month. I11 the event Administrator shall not collect _$500 in an month from local businesses Administrator shall be responsible to pay $500 per month towards the Citv' s S1 000 monthly contribution. 3 . 5 City shall hold the funds distributed by Broward County to support the Trolley Service and remit such funds monthly to Contractor as they become due. 5.2 In addition to the designated intermediate stops, additional sto s shall be ermitted on the fixed route at the re uest of riders customers or businesses with rider customers waitina for Pick ulp. The service shall connect with regular Broward Counus Routes near U S 1 AIA and other approved major intersections along the_ route. 7 . 10 Vehicles shall be identified with signs or logos as the "Beach Trolley AIA All Day" or other identification as specified by � 1 i the City or Administrator. Signs shall be conspicuously displayed on the front, sides and rear of the vehicles. 12 . 1 This Agreement may be terminated for cause by action of the City or the Contractor upon thirty (30) days written notice by the party that elected to terminate, or for convenience by action of the City upon not less than thirty (30) days written notice by City to Administrator. This Agreement may also be terminated by the Administrator or City Manager upon such notice as the Administrator or City Manager deems appropriate under the circumstances in the event the Administrator or City Manager determines that termination is necessary to protect the public health, safety or welfare. 12 . 3 Notice of termination shall be provided in accordance with the "Notices" section of this Agreement except that notice of termination by the Administrator or City Manager which the Administrator or City Manager deems necessary to protect the public health, safety or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "Notices" section of this Agreement. 12 . 4 In the event this Agreement is terminated for cause or convenience, the capital contribution and financial assistance provided by the City shall be prorated on a monthly basis to the date the Agreement is terminated. However, upon being notified of City' s election to terminate, Contractor and Administrator acknowledge and agree that $10 compensation paid by City, the adequacy of which is hereby acknowledged by Contractor and Administrator, is given as specific and full consideration to Contractor and Administrator for City' s right to terminate this Agreement for cause or convenience. Please submit the amended agreement and this letter to the mayor for his review and approval. The agreement should be photocopied before it is signed so that you return four signed originals of the agreement to me. I will obtain the signatures of the trolley company and the tourist council and return two fully executed originals to you. Please call if there are any questions or concerns on this agreement. dry ruly y ur , Timothy M. Ryan cc: Mike Smith j City Manager �, � 2 xa 'A4 1 Y �