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HomeMy WebLinkAboutR-1999-028 h r -/ 1 I ' I f r, r RESOLUTION NO. 28-99 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA APPROVING AGREEMENT BETWEEN BROWARD COUNTY AND THE CITY OF DANIA BEACH FOR PUBLIC TRANSPORTATION SERVICES; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, THAT: SECTION 1: That certain Agreement, between the City of Dania Beach and Broward county, a copy of which is attached and made a part of this resolution as Exhibit "A", is approved and the appropriate City Officials are authorized to execute it. SECTION 2: This Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED this loth day of February, 1999. MAYOR—COMMISSIONER ATTEST: ROLL CALL: MAYOR CALI - YES CITY CLERK AUDITOR VICE-MAYOR ETLING-YES COMMISSIONER BERTINO—YES COMMISSIONER MIKES—YES COMMISSIONER HYDE-NO APPROVED AS TO FORM AND CORRECTNESS: By: d THO SJ. ANSBRO CITY ATTORNEY RESOLUTION NO. 28-99 4- 1 r, T 7 CITY i I OF DANIA BEACH FLORIDA CDO - - -- ri-i El LEGEND • ' — _ _ . P.Pm A-I A Roub RoV�Wa E.n.Raub 'I — 0 O d Fime EGPm Sbq Ir i� i M R�Cwmry M.flame&n Shtlhr� Ravaud Trwlx Cmier T` R ,& Initial Trolley Routes 2101 N.&-Am Ave.,SWk 406 2/11/99 FM 1ndmlak,FL 33311-3949 ' (954)563.1121 Fax(VA)5a9790 Hum HALL INC. l f 0 r AGREEMENT Between BROWARD COUNTY and CITY OF DANIA BEACH for PUBLIC TRANSPORTATION SERVICES it l I Pi IT Is 4— f r 7 AGREEMENT Between BROWARD COUNTY and CITY OF DANIA BEACH for PUBLIC TRANSPORTATION SERVICES This is an Agreement, made and entered into by and between: BROWARD COUNTY, a political subdivision of the state of Florida, hereinafter referred to as "COUNTY," AND CITY OF DANIA BEACH,a Florida municipal corporation,by and through the Dania Beach City Council, hereinafter referred to as"CITY." WHEREAS, public transportation services provided by COUNTY need to be supplemented to serve a greater number of people; and ` WHEREAS, public transportation resources are limited and must be used in the most efficient manner to maintain citizen support; and WHEREAS, both COUNTY and CITY agree that better public transportation to the public is needed; and WHEREAS, it is desirable to provide an alternative form of public transit service to the public; and WHEREAS, CITY, in recognition of the need for better public transportation, has agreed to become the lead agency in a joint public/private partnership effort to provide an -1- f J. 1 b r -r alternative means of transportation in the area, which partnership shall include four municipalities and the South Florida Tourism Council; and WHEREAS, COUNTY and CITY entered into an agreement on December 22,1997, for the provision of an alternative means of public transportation wherein DANIA BEACH has assumed the position of lead agency in a joint public/private partnership; and WHEREAS, the public transportation service did not begin until March 2, 1998, and year period of operation at no additional cost to the COUNTY; and the parties extended the term of their agreement until March 1, 1999, to allow for a full one- WHEREAS, COUNTY and CITY desire to enter into a new agreement, upon the expiration of the agreement dated December 22, 1997, and as amended on December 22, 1998, which shall expand the scope of service and provide for additional vehicles NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and Payments hereinafter set forth, COUNTY and DANIA BEACH agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS 1.1 Agreement- means this document, Articles 1 through 8, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board - The Broward County Board of County Commissioners. 1.3 Contract Administrator- The Broward County Administrator, the Director of the Broward County Mass Transit Division, or the designee of such County Administrator or Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CITY, and to manage and supervise execution and completion of the Scope of Services, and the terms and conditions of this Agreement, as set forth herein. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 2 f i-- r 7 f 1.4 County Attorney - The chief legal counsel for COUNTY, who directs and supervises the Office of the County Attorney, pursuant to Section 4.03 of the Broward County Charter. 1.5 Project- The Project consists of the services described in Article 2. ARTICLE 2 SCOPE OF SERVICES 2.1 CITY shall provide public transportation services at the locations and according to schedules as contained in Composite Exhibit"A"and designated thereon as either the "Intercity Beach Route," or the "Intracity Route," a copy of which is attached hereto and made a part hereof. The provision of transportation services may be performed by the CITY through the use of its employees,orthe CITY may enter into a contract with a third party to perform the services. In the event the CITY contracts with a third party, the CITY shall remain fully responsible hereunder and shall ensure that its contractor complies,at all times,with each and everyterm,condition, duty, and obligation set forth herein. Any changes to Composite Exhibit"A"made by CITY shall be effective-only upon the written consent of the Director of Mass Transit. The services to be provided shall include the following: 2.1.1 A Ten Dollar ($10.00) a day fare to any of the locations described in Composite Exhibit "A," and referred to thereon as the "Intercity Beach Route,"shall be charged. The fare shall authorize the passenger to use the service throughout the hours of operation for that day. Service shall be provided a minimum of five (5) days a week, to certain locations and at scheduled intervals, as on the attached Exhibit "A." COUNTY shall be advised and shall approve any fare change prior to the imposition of a revised fare. Public transportation service to the locations described in Exhibit"A"and referred to thereon as the"Intracity Route" shall be provided at no cost to the public until such time as CITY determines a fare to be appropriate. A public hearing shall be held prior to the institution or increase of a fare. Subsequent to any public hearing regarding the institution or increase of the fare, COUNTY shall be advised of, and approve, such fare prior to the imposition of same. 2.1.2 The established service shall be on a fixed route basis with designated intermediate stops a minimum of forty(40) hours per week and a minimum of five (5) days per week; provided, however, that the minimum hours of operation shall be reduced by eight (8) hours during any week in which a -3- f ' r 7 legal holiday is recognized on a week day. 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 riders/customers waiting for pick up.The CITY service shall connect with regular COUNTY bus routes near U.S. 1, A1A, and other approved major intersections along the route. 2.1.3 Vehicle(s) shall be fully accessible, in compliance with the Americans with Disabilities Act, and shall be operated by properly licensed operators ("vehicle chauffeurs") employed by CITY or its contractors. These employees shall provide full utilization of vehicle(s) to disabled passengers while in service. 2.1.4 Vehicle chauffeurs hired by CITY orits contractors shall issue COUNTY bus route timetables to any passenger requesting such material. 2.1.5 Insofar as possible, scheduled service shall be coordinated with existing COUNTY bus service. It is the intent of the parties that CITY's scheduled service shall not be duplicative of existing COUNTY bus service. 2.1.6 The vehicle(s)provided forherein shall be maintained in properworking and reasonable condition at all times. 2.1.7 CITY shall comply with all applicable requirements of the Americans With Disabilities Act(ADA)at all times while the vehicle(s)provided for herein are being utilized for public transportation and while utilizing any and all routes approved herein. To the extent that any terms in this Agreement are inconsistent with the ADA, the requirements of the ADA shall control. 2.1.8 In accordance with Broward County Ordinance 92-8. CITY certifies by means of Exhibit "B,"which is attached hereto and incorporated herein by reference as if set forth in full herein,that it will have a Drug-Free Workplace Program. In the event the CITY contracts with a third party to perform the services addressed herein, such contractor shall join either the CITY's or COUNTY's Drug-Free Workplace Program and shall comply with each and every program requirement related thereto. 2.1.9 Effective upon execution of this Agreement, CITY shall comply with all applicable requirements of the United States Department of Transportation which shall include, but not be limited to, regulations for drug and alcohol testing. To the extent that any terms of this Agreement are inconsistent with the United States Department of Transportation Regulations, the -4- r� 7 requirements of the United States Department of Transportation shall control. 2.1.10 CITY shall maintain records of total passenger utilization and total mileage on a daily basis in the format prescribed by COUNTY, and shall furnish such records to COUNTY on a monthly basis. 2.1.11 CITY shall, at all times, have and maintain in proper working order a dedicated TTY number. SERVICES TO BE PROVIDED BY COUNTY 2.2 FINANCIAL ASSISTANCE 2.2.1 COUNTY shall provide to CITY Ten Thousand ($10,000) per year, per vehicle, as a capital contribution to be used by CITY solely for the purpose of leasing three(3)wheelchair accessible, passenger vehicles to be used in regular route service. In the event that the term of this Agreement shall be less than one full year, during the initial term or any term thereafter, the above-referenced amount shall be prorated on a monthly basis. Such vehicle shall comply with the Americans with Disabilities Act of 1990,and all applicable federal and state regulations. This amount is to be paid by COUNTY upon the execution of this Agreement. The funds addressed herein shall be used by CITY solely for the purpose of leasing the wheelchair accessible passenger vehicles, and may be used for no other purpose. 2.2.2 COUNTY agrees to pay CITY Twenty Thousand Dollars ($20,000.00) per year, per vehicle, toward the expense of maintaining, operating, and properly equipping the three (3) leased vehicles addressed above. This amount is to be paid by COUNTY, upon the execution of this Agreement. In the event that the term of this Agreement shall be less than one full year, during the initial term or any term thereafter, the above-referenced amount shall be prorated on a monthly basis. The funds addressed herein shall be used by CITY solely for the purpose of maintaining, operating, and properly equipping the vehicles, and for no other purpose. 2.2.3 The name of the official payee, to whom COUNTY shall issue checks, shall be City of Dania Beach. -5- f r r 2.2.4 COUNTY shall provide CITY with sufficient bus stop signs and signposts to ' cover the route described in Exhibit"A." In the event CITY desires to supply its own signage, at its own expense, such signage must be approved by COUNTY. 2.3 TECHNICAL ASSISTANCE 2.3.1 COUNTY shall provide vehicle chauffeurs, hired by CITY or its contractors, with training in passenger relations, rules of the road, and transit system information. All vehicle chauffeurs shall be required to attend and successfully complete the COUNTY's training progrdr; . This requirement shall extend to any and all vehicle chauffeurs employed at any time during the term of this Agreement. 2.3.2 COUNTY shall assist CITY staff with any aspect of planning and scheduling of public transit routing that CITY might request. 2.3.3 COUNTY shall assist CITY in procuring bus shelters, at no cost to CITY,that generate revenue, if CITY requests. 2.4 CITY acknowledges and agrees that the Contract Administrator, unless specifically authorized herein,has no authority to make changes that would increase,decrease, or otherwise modify the Scope of Services to be provided under this Agreement. ARTICLE 3 TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall begin on the date it is fully executed by both parties and shall end on September 30, 2000; provided, however, if the term of this Agreement extends beyond a single fiscal year of COUNTY,the continuation of this Agreement beyond the end of any fiscal year shall be subject to the availability of funds from COUNTY, in accordance with Chapter 129, Florida Statutes. 3.2 Time shall be deemed to be of the essence in performing the duties, obligations, and responsibilities required by this Agreement. -6- f r. e 7 ARTICLE 4 CHANGES IN SCOPE OF SERVICES 4.1 Any change to the Scope of Services must be accomplished by a written amendment, executed by the parties in accordance with Section 8.16 below. 4.2 Any appreciable changes in the level of services, as determined by the Contract Administrator's sole discretion, to be provided by CITY as set forth herein, shall only be implemented after COUNTY and CITY have entered into a modified agreement describing the changed services. Nothing in this Agreement precludes the possibility of COUNTY once again providing public transportation services if ridership levels warrant expanded service. 4.3 The parties agree to renegotiate this Agreement if applicable federal, state, or local laws or revisions of said laws make changes in the Agreement necessary or desirable, as determined by the Contract Administrator. ARTICLE 5 GOVERNMENTAL IMMUNITY 5.1 CITY is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and agrees to be fully responsible for acts and omissions of its agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or Political subdivision of the State of Florida to be sued by third parties in any matter arising out of this Agreement or any other contract. ARTS 6 INSURANCE 6.1 CITY is a state agency as defined by Section 768.28, Florida Statutes, and CITY shall furnish Contract Administrator with written verification of liability protection in accordance with state law prior to final execution of said agreement. If CITY contracts with a third party to provide the transportation service addressed herein, any contract with such third party shall include the following provisions: 7 L r, r Indemnification: CITY's contractor shall, at all times hereafter, indemnify, hold harmless and, at County Attorney's option, defend or pay for an attorney selected by County Attorney to defend COUNTY, its officers, agents, servants, and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney fees, court costs, and expenses, caused by negligent act or omission of CITY's contractor, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by Contract Administrator and County Attorney, any sums due CITY under this Agreement may be retained by COUNTY until all of COUNTY s claims for indemnification,pursuant to this Agreement, have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY. Insurance: At or prior to the commencement of CITY's contractor's performance, pursuant to the provisions of any agreement with CITY involving the vehicle(s)provided hereunder, CITY's contractor shall deliver the original certificate of insurance required herein to COUNTY. CITY's Contractor shall pay the premiums for all insurance required by this Agreement. CITY's Contractor shall cause all policies of 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 COUNTY, and in such event, a policy pursuant to the above terms must be substituted. 6.2 In orderto insure the indemnification obligation contained above,CITY's Contractor shall, as a minimum, provide, pay for, and maintain in force at all times during the term of this Agreement(unless otherwise provided), the insurance coverages set forth in Sections 6.4, 6.5, and 6.6, in accordance with the terms and conditions required by this Article. 6.3 Such policy or policies shall be without any deductible amount and shall be issued by approved companies authorized to do business in the state of Florida, and having agents upon whom service of process may be made in Broward County, Florida. CITY's Contractor shall specifically protect COUNTY and the Broward -8- f r r -1 / County Board of County Commissioners by naming COUNTY and the Broward County Board of County Commissioners as additional insureds under the Comprehensive General Liability Policy only. 6.4 Comprehensive General Liability Insurance. A Comprehensive General Liability Insurance Policy shall be provided, which shall contain minimum limits of Five Hundred Thousand Dollars($500,000.00)per occurrence,combined single limit for bodily injury liability and property damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy,without restrictive endorsements, as filed by the Insurance Services Office and must include: Premises and/or operations. Independent contractors. Products and/or Completed Operations for contracts. Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed,with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 6.5 Business Automobile Liability. Business Automobile Liability with minimum limits of Five Hundred Thousand Dollars($500,000.00)per occurrence,combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as-`filed by the Insurance Services Office, and must include: Owned Vehicles. Hired and Non-Owned Vehicles. -9- f i-- r, T 7 r / 6.6 Workers'Compensation Insurance. Workers'Compensation insurance to apply for all employees in compliance with the"Workers' Compensation Law'of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include: Employers' Liability with a limit of One Hundred Thousand Dollars ($100,000.00) each accident. If any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act. 6.7 CITY's Contractor shall furnish to the Contract Administrator Certificates of Insurance or endorsements evidencing the insurance coverages specified by this Article prior to beginning performance of work under this Agreement. 6•8 Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of CITY's Contractor is completed. All policies must be endorsed to provide COUNTYwith at least thirty(30)days'notice of cancellation and/or restriction. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration. ARTICLE 7 TERMINATION 7.1 This Agreement may be terminated, for cause, by action of the Board or by CITY, if the party in breach has not corrected the breach within-seven (7) days after written notice from the aggrieved party, identifying the breach, or for convenience, by action of Board upon not less than sixty days' written notice by Contract Administrator. This Agreement may also be terminated by Contra ctAdministrator, upon such notice as Contract Administrator deems appropriate under the circumstances, in the event Contract Administrator determines that termination is necessary to protect the public health, safety, or welfare. 7.2 Termination of this Agreement for cause shall include, but not be limited to, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of COUNTY as set forth in this Agreement, or multiple breach of the provisions of this Agreement, notwithstanding whether any such breach was previously waived or cured. -10- f r -r 7.3 Notice of termination shall be provided in accordance with the"NOTICES"section of this Agreement,except that notice of termination by Contract Administrator which Contract Administrator 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. 7.4 In the event this Agreement is terminated by either party prior to the conclusion of the term set forth herein, the capital contribution and financial assistance provided by the COUNTY shall be prorated on a monthly basis to the date the Agreement is terminated, and CITY shall remit to COUNTY such sum within thirty (30) days. However, upon being notified of COUNTY s election to terminate, CITY acknowledges and agrees that ten dollars($10.00)of the compensation to be paid by COUNTY, the adequacy of which is hereby acknowledged by CITY, is given as specific consideration to CITY for COUNTY's right to terminate this Agreement for convenience. 7.5 In the event this Agreement is terminated, any compensation payable by COUNTY shall be withheld until all documents are provided to COUNTY pursuant to Section 9.1 of Article 9. ARTICLE 8 MISCELLANEOUS 8.1 OWNERSHIP OF DOCUMENTS Any and all reports, photographs,surveys,and other data and documents provided or created in connection with this Agreement are and shall remain the property of COUNTY. In the event of termination of this Agreement,any reports, photographs, surveys, and other data and documents prepared by CITY, whether finished or unfinished, shall become the property of COUNTY and shall be deliv6red by CITY to the Contract Administrator within seven(7)days of termination of this Agreement by either party. Any compensation due to CITY shall be withheld until all documents are received as provided herein. 8.2 AUDIT RIGHT AND RETENTION OF RECORDS COUNTY shall have the right to audit the books,records,and accounts of CITY that are related to this Agreement. CITY shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. -11- r 4-- r y f , CITY shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act(Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not applicable,for a minimum period of three(3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period, or three (3) years,whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to CITY's records, CITY shall comply with all requirements thereof, however, no confidentiality or non-disclosure requirement of either federal or state law shalt be violated by CITY. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTYs disallowance and recovery of any payment upon such entry. 8.3 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT CITY shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CITY shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CITY shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. CITY's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race,age,religion,color,gender,sexual orientation (Broward County Code, Chapter 16%), national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. CITY shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16%) in performing any services pursuant to this Agreement. -12- f T 7 1 8.4 PUBLIC ENTITY CRIMES ACT CITY represents that in the event CITY enters into a contract with a third party, that the CITY will not contract with a entity which will violate the Public Entity Crimes i Act(Section 287.133, Florida Statutes),which essentially provides that a person or affiliate who is a contractor, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or publicwork, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto. If CITY contracts with a third party to provide the transportation service addressed herein, any contract with such third party shall include the following provisions: a representation by CITY's Contractor that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a"public entity crime"and that it has not been formally charged with committing an act defined as a"public entity crime"regardless of the amount of money involved or whether CITY's Contractor has been placed on the convicted vendor list. 8.5 INDEPENDENT CONTRACTOR CITY is an independent contractor under this Agreement. Services provided by CITY pursuant to this Agreement shall be subject to the supervision of CITY. In providing such services, neither CITY nor its agents shall act as officers, employees,or agents of the COUNTY. This Agreement shall not constitute or make the parties a partnership or joint venture. 8.6 THIRD PARTY BENEFICIARIES Neither CITY nor COUNTY intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. -13- t s r, T �t 8.7 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-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 BROWARD COUNTY: Director Division of Mass Transit 3201 W. Copans Road Pompano Beach, Florida 33069 FOR CITY: City Manager City of Dania Beach Post Office Box 1708 Dania Beach, Florida 33004 8.8 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either party. In addition, CITY shall not subcontract any portion of the work required by this Agreement except as authorized herein. CITY represents thatall persons delivering the services required bythisAgreement have the knowledge and skills, either by training, experience, education, or a combination thereof,to adequately and competently perform the duties,obligations, and services set forth in the Scope of Services and to provide and perform such services to COUNTY's satisfaction for the agreed compensation. CITY shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of CITY's performance and all interim and final product(s)provided to or on behalf of COUNTY shall be comparable to the best local and national standards. -14- T-� r ' T 7 8.9 CONFLICTS In the event CITY contracts with a third party to provide the transportation services addressed herein, CITY agrees to include the following in any such agreement: Neither CITY's Contractor nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CITY's Contractor's loyal and conscientious exercise of judgment related to its performance under this Agreement. CITY's Contractor agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process. Further, CITY's Contractor agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude CITY's Contractoror any other persons from representing themselves in any action or in any administrative or legal proceeding. 8.10 MATERIALITY AND WAIVER OF BREACH COUNTY and CITY agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. COUNTY's failure 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 4 the terms of this Agreement. 8.11 COMPLIANCE WITH LAWS CITY shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. -15- t- f a- s ' r 7 I' 8.12 SEVERANCE In the event 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 COUNTY or CITY elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 8.13 JOINT PREPARATION The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 8.14 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 8 of this Agreement shall prevail and be given effect. 8.15 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. 8.16 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 Board and CITY. -16- A- r i'— r i 8.17 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 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. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Section 8.16 above. 8.18 INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas"clause set forth above is acknowledged by the parties. The attached Exhibits A, B, and C are incorporated into and made a part of this Agreement. 8.19 MULTIPLE ORIGINALS This Agreement may be fully executed in multiple copies by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF, the parties hereto have made and executed this Agree- ment: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the day of 19 , and CITY OF DANIA BEACH, signing by and through its City Manager,­­dulyhorized to execute same. -17- f j-- r, f '1 i AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF DANIA BEACH FOR PUBLIC TRANSPORTATION SERVICES COUNTY ATTEST: BROWARD COUNTY, by and through its Board of County Commissioners Broward County Administrator, as By Ex-officio Clerk of the Broward County Chair Board of County Commissioners Approved as to form by Office of the County Attorney for Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Insurance requirements Fort Lauderdale, Florida 33301 approved by Broward County Telephone: (954) 357-7600 Risk Management Division Telecopier: (954) 357-7641 By By Sharon V. Thorsen Assistant County Attorney -18- f L i r y • e AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF DANIA BEACH FOR PUE TRANSPORTATION SERVICES a CITY Approved by Resolution No. 28-99 Dated ATTEST: CITY OF DANIA BEACH Bv: Mayor By City Clerk City Manager day of 1999 Approved as to legal form City Attorney SVT:dm cbusdan.00 2/9/99 -19- f r F r EXHIBIT "A" Proposed Private-Public Partnership Pilot Program Broward County A1A Beach Trolley Service North & South Broward County Extensions r. 7 Proposed Private-Public Partnership Pilot Program North & South Broward County Beach Trolley Extensions The"North& South Broward County Extensions"pilot program, is a continuous one hour round trip scheduled narrated resort mode of transportation for Pompano Beach and Dania Beach, connecting with the Broward County Welcome Center Network and the Broward County Beach Trolley and Bus Service. This Private-Public Partnership demonstrates how the collective goals of the entities benefiting from this service can be achieved through utilization of matching funds. Features&Benefits to Community Fully insured 30 passenger trolley vehicles. Fully licensed professional tourism oriented drivers. Fully narrated tour with background music. Two way radio communication to handle special needs of tourists and visitors. Handicapped accessible tours. Friendly driver on board to handle special needs of tourists and visitors, Transportation feeder to Broward County Beach Trolley and Bus Service. Brochures available to visitors with local information. Announcements of local events. Connection by tour of the Greater Ft. Lauderdale area. Increased awareness by visitors and tourists of the attractions of our resort destination. ` Increase use of Welcome Centers by tourists and visitors. Increase safety of roads. " Increase resort appeal of our area. Reduction of auto use by visitors touring beaches who are not familiar with our area. Reduction in air pollution. Reduction of parking congestion. Reduction in use of intercoastal bridges under repair. Goals To provide a connecting east-west resort mode of transportation to existing routes. To enhance the vacation of every visitor so they will return again and again. To use this pilot program to service and connect unserved areas. To expand resort modes of transportation in our area. f r C ' r 7 7 The South Florida (954) 946-7320 Tourism Council Broward County Beach Trolley Service � "Great Way To & From" Board and ReboardTrolle All Da Shopping -Attractions y y Restaurants - Hotels Tues thru Sat Includes "Professional Narrated Tour' Beach Place Mall Las Olas Isles Broward Performing Arts City Parking Lots Shops of Las Olas water ILxi Stops Broward Main Library Hotels In nve Cities Las Olas Rlveri}ont Mall Convention Center Swimming Ball of Fame Ft.Lauderdale Historical Museum 9th Street Restaurants Museum of Art Fort Lauderdale Fishing Fleet Las Olas Horse and Carriage HistoricStanahan House Jungle Queen Hugh Taylor Birch State Park Professional Diving Charters Historic Bonnet House Bahia hfar Marina Famous Rivenvalk Jet Ski-wave Runners-Para Sall Isle of Venice Museum of Discovery Las Olas Art Galleries Broward General Hospital n Atlantic Blvd �11- 9:30 11:30 1:30 3:30 u a Pompano Beach S D ` - I Commercial Blvd - 9:35 11:35 1:35 3:35 - Lauderdale By The Sea v #Broward ` . 9'40 11:40 1:40 3:40 . - Galt Ocean Mile _ v L183lvd - - 9:46 11:46 1:46 3:46 - Holiday Inn Bonnet House 10:4612:46 2:46 4:46 ` - Howard Johnson Hotel • Sheraton Yankee Trader Las Olas Las Olas Blvd - : Beach Place Mall Riverfront � - 11:00 1:00 3:00 10:6612:66 2:66 4:66 - 9:60 11:60 1:60 3:60 > - Double Tree Hotel Melt Shops of Las Olas n s o Bahia Mar Marina • I - - Sheraton Yankee Clipper 17th Street Causway /k Pier 68 Hotel ` - 9:65 11:55 1:55 3:65 Convention 10:30 12:30 2:30 4:30 - Center Dania Antique . Dania Beach Blvd Village t ` t t t -10:16 12:16 2:16 4:16 Dania Beach 4 / / / / / / / 1 / / / / / 1 - - Bar& Grill Hollywood Beach Sheridan St. . - 10:20 12:20 2:20 4:20 L - f L e� t r 7 r Proposed Private-Public Partnership Pilot Program South Broward County Extension Dania Beach U S 1696 1 I 5 Airport Port Hotels Griffin Road Atlantic / / ► / ► / ► / / / / / . Ocean Bass Pro.& Hotels + Shops w + Outdoor Dania \World ► / / • Jai Alia onto Beach Antique Dania Beach Blvd. Pier village +/ / ► / / ► ► / �I111 / / 111 City Shopping Hall Plaza � v J Hotels ,e Hotele Sterling Road + Graves A ` W A4ueeum Hotele A l 1 1 / / 1 / 1 / 1 1 Hotels Oakwood I Plaza U 9 S 5 I x Sheridan Street Atlantic Ocean f M -r s EXHIBIT "A" Proposed Private-Public Partnership Pilot Program North Broward County Extension Pompano Beach Light House MUVICO D Copan s Road ► 18 -/he a'rs D Pompano Square Mall P Go1P Hotel � �► ► ► / ► ► ► ► 1 o I e Tennis y Air Park µ' 14th street Causwa Atiantic 9 �� T e g Hotels . Ocean Silver Saddle r GoodYear ' I Blimp n Theater Hotels Pier e F s Harbor Vi lshermansllage Wharf Atlantic Blvd Shopping-Restaurants v / 4 / / 1 1 / / 1 1 1 1 1 1 / 1 1 / 1 /A We l c o m e Fairfield City A Atlantic Blvd ` Center Resort . HaU A e g Hotels e, v v Palm Aire 0.'s Hotels � Community 9 U '- S Hotels- v a 1 � . PRIMAhe Pompano v Golf Park I v Racing 9 Hotel s a n Atlantic 62nd Street x Ocean t- r� I _t �r CITY OF DANIA BEACH FLORIDA — o i j LEGEND � PmpoW A-1 A Rains P-1a Wa F.m Ii Rw Q Q FuM EsperuMll Slops . _ w B.I d Camry M.Tn S.9hdtrt _ T Plopm Ti fe CenW — f T (954)5N6311121Fe-(954)56.3-99790 Initial Trolley Routes FM ladadak�FL 33311-3949 2/11/99 L _ L . .