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RESOLUTION NO. 30-99
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA,
APPROVING THE AGREEMENT BETWEEN THE CITY OF DANIA
BEACH, SOUTH FLORIDA TROLLEY COMPANY, INC., AND SOUTH
FLORIDA TOURISM COUNCIL, INC., FOR SERVICES RELATING TO
THE BROWARD COUNTY A1A BEACH TROLLEY SERVICE;
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IN CONFLICT HEREWITH BE REPEALED TO THE EXTENT OF SUCH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.
WHEREAS, the Dania City Commission, on December 9, 1997, approved by Resolution
number 175-97, a tri-party agreement between the City of Dania, South Florida Trolley
Company, Inc and South Florida Tourism Council, Inc. for trolley services in the City of Dania;
and
WHEREAS, the Dania City Commission, on January 13, 1998, approved by Resolution
No. 04-98, a tri-party agreement between the City of Dania, South Florida Trolley Company, Inc.
and South Florida Tourism Council, Inc. for trolley services in the City of Dania; and
WHEREAS, the Dania Beach City Commission desires to enter into a third tri-party
agreement between the City of Dania Beach, South Florida Trolley Company, Inc. and South
Florida Tourism Council, Inc. for trolley services in the City of Dania Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
DANIA BEACH, FLORIDA:
Section 1. That an agreement, between the City of Dania Beach, South Florida Trolley
Company, Inc. and South Florida Tourism Council, Inc., for services relating to the Broward
County A1A Beach Trolley Service, a copy of which is attached hereto and made
a part hereof as Exhibit A, is approved and the appropriate city officials are hereby
directed to execute same.
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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are hereby repealed to the extent of such conflict.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 23RD DAY OF February, 1999.
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MAYOR-COMMISSIONER
ATTEST: ROLL CALL:
"f' �." c ' �� MAYOR CALI - YES
'CITY CLERK % VICE-MAYOR ETLING - YES
COMMISSIONER BERTINO-YES
COMMISSIONER MIKES - YES
APPROVED AS TO FORM COMMISSIONER HYDE - YES
AND CORRECTNESS:
By:
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TH MA J. ANSBRO
CITY ATTORNEY
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AGREEMENT
This is an Agreement, entered into on March 12
1999, among:
THE CITY OF DANIA BEACH, a municipal corporation of the State of Florida, called the
"City". SOUTH FLORIDA TROLLEY COMPANY, INC., a Florida corporation, called the
"Contractor" and SOUTH FLORIDA TOURISM COUNCIL, INC., a Florida nonprofit
corporation, called the "Administrator".
This Agreement shall constitute the terms and conditions under which the
Contractor shall furnish all services necessary for the A1A Beach Trolley Service ("Trolley
Service"), Broward County, Florida and under which the Administrator shall furnish all
services necessary for contract administration relative to the Trolley Service.
FOR AND IN CONSIDERATION of the premises and the mutual promises and
covenants contained in this Agreement, and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are acknowledged, the parties, intending to be
legally bound, agree as follows:
SECTION ONE
DEFINITIONS AND IDENTIFICATIONS
1.1 Aoreement - means this document, Sections 1 through 18, inclusive. Other
terms and conditions are included in exhibits and documents that are expressly
incorporated by reference.
1.2 City- The City of Dania Beach, a municipal corporation of the state of Florida.
1.3 County- Broward County, a political subdivision of the state of Florida.
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1.4 Administrator - South Florida Tourism Council, Inc., a Florida non-profit
corporation.
1.5 Contractor- South Florida Trolley Company, Inc., a Florida corporation.
SECTION TWO
CONTRACTOR'S SERVICES
2.1 Contractor agrees to provide all services necessary for the day to day
management, operation and maintenance of the Trolley Service as required by the
performance standards set forth in Section Five below.
2.2 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;
0) 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 each trolley;
(v) Insurance as set forth in Section Sixteen of this Agreement; and
(w) Compliance with all provisions of Section 14-90 of the Florida
Administrative Code, entitled Equipment and Operational Safety
Standards Governing Public-Sector Bus Transit Systems.
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2.3 Contractor shall collect all revenue generated by the Trolley Service, including
the revenue generated in the other participating municipalities and shall pay all expenses
necessary to support that Service. Fares and hours of operation shall be as stated in
Article 2 of the agreement attached to this Agreement and incorporated by this reference
as Exhibit"C".
2.4 Contractor and Administrator both agree that the City shall not be responsible
for any financial deficit resulting from the operation of the Trolley Service.
2.5 Contractor shall comply will all applicable requirements of the Americans with
Disabilities Act(ADA) at all times while any trolley is being utilized for public transportation
and while utilizing any and all routes approved in this Agreement. To the extent that any
terms of this Agreement are inconsistent with the ADA, the requirements of the ADA shall
control.
2.6 Contractor shall at all times during this Agreement comply with the requirements
of Broward County Ordinance No. 92-8, pertaining to the maintenance of a Drug Free Work
Place Program.
SECTION THREE
ADMINISTRATOR'S SERVICES
3.1 Administrator agrees to provide all supervisory services necessary for contract
administration and monitoring of the Trolley Service provided by Contractor.
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3.2 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.
3.3 Administrator shall assist City staff with any aspect of planning and scheduling
of public transit routing that City might request.
3.4 Administrator will act as the City's liaison with Contractor throughout the term
of this Agreement.
3.5 Administrator shall make every effort to collect from local businesses an amount
of five hundred dollars ($500.00) per month. Administrator shall be responsible for the
aforesaid payment of five hundred dollars ($500.00) per month. In the event Administrator
does not collect five hundred dollars ($500.00) in any month from local businesses,
Administrator shall be responsible to pay the five hundred dollars ($500.00), as a part of
its monthly funding commitment and payment of a total of Three Thousand Five Hundred
Dollars ($3,500.00), as referenced in Section 17.
3.6 Administrator shall be responsible for the installation and maintenance of transit
stop signs.
3.7 Administrator shall purchase advertising pertaining to the existence and
availability of the Trolley Service in the amount of Three Thousand Dollars ($3,000.00) per
month, in addition to the Three Thousand Five Hundred Dollars ($3,500.00) paid pursuant
to Section 17.
SECTION FOUR
CITY'S SERVICES
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4.1 City shall review all policies established by Contractor and Administrator relative
to the Trolley Service.
4.2 City shall review the service planning, including adjustments to routes,
schedules and such other factors that affect the quality of service provided. City shall have
the right to require reasonable adjustments to the routes specified in this Agreement and
Contractor agrees to follow such adjustments in the routes.
4.3 City shall provide Administrator with Trolley Service timetables prepared by
Broward County Mass Transit Division sufficient to inform County residents, visitors and
passengers of service to be made available.
4.4 City shall be responsible for designation of transit stops.
4.5 City shall hold the funds distributed by Broward County to support the Trolley
Service and remit the applicable amount of such funds monthly to Contractor as they
become due.
SECTION FIVE
PERFORMANCE STANDARDS
5.1 The Trolley Service described in this Agreement must begin operations no later
than March 1, 1999, and such Service shall run according to the schedule set forth in
Exhibit A which is attached to this Agreement and made a part of it. The schedule shall be
followed unless otherwise agreed upon in writing by the City.
5.2 Contractor shall complete one hundred percent of all scheduled trips on a daily
basis, subject to delays which are attributable to vehicular accidents.
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5.3 Contractor shall maintain a headway on the route as determined by the
Administrator and reviewed and approved by the City. For purposes of this Agreement,
"headway" means the time prior to pick-up in order to maintain safe standards. Contractor
shall not be held responsible for failure to meet that standard due to unforeseeable,
uncontrollable reasons which are documented by Contractor and verified by the
Administrator.
5.4 At a minimum, vehicle exteriors shall be washed weekly. Interiors shall be
swept, trash emptied, dusted and spot mopped at least once daily. Vehicles shall be fully
mopped, windows cleaned and driver areas cleaned throughout at least once weekly
including dashboard, window, ceiling, walls, seats and all other areas.
5.5 No vehicle shall be dispatched for service without a properly functioning air
conditioning system, as described in Section Eight of this Agreement.
5.6 All vehicles must be safe and satisfactory for the provision of service. Any
vehicle in service which would be considered unsafe under any provision of Florida or
federal laws, rules and regulations shall be replaced immediately. Vehicles are deemed
unsatisfactory for service due to poor maintenance, such as multiple torn seats, loose or
broken seats, cracked windshields or other similar causes. Such vehicles shall be
removed from service after the day of discovery of the maintenance deficiency and shall
not be returned to service until each of the deficiencies has 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.
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5.7 Vehicles shall have City approved route signs and clearly visible interior
Placards noting telephone numbers to register complaints.
5.8 Each vehicle driver hired by the Contractor shall comply with the requirement
to wear the uniform agreed to by Contractor and the City.
SECTION
TRANSIT
6.1 The established route shall travel north and south along A1A with welcome
centers in the cities of Pompano Beach, Lauderdale by the Sea, Fort Lauderdale and
Dania Beach. The Trolley Service shall provide resort mode trolley transportation as found
in Exhibit"A".
6.2 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
riders/customers waiting for pick up. The service shall connect with regular Broward County
Bus Routes near U.S. 1, A1A, and other approved major intersections along the route.
SECTION
PERSONNEL REQUIREMENTS
7.1 Contractor shall designate a Project Manager who will oversee the complete
operation of the Trolley Service and who will serve as day to day liaison with Contractor,
City and Administrator.
7.2 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;
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(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 the most recent 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) All requirements of the 1987 Federal Motor Safety Act, as amended from
time to time, must be observed.
7.3 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 collect fares and distribute handouts, surveys, 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 working knowledge of transit system schedules.
(g) Drivers shall assist disabled passengers with entering and exiting vehicles.
(h) No one shall be permitted to smoke, eat, drink or play a radio (other than
necessary driver/dispatcher radios) while a passenger on a vehicle.
Contractor shall immediately remove or dismiss a driver from performing further
work under the terms of this Agreement should the driver's license be suspended, revoked
or canceled; if the driver has more than two moving violations or chargeable accidents
within the three year period mentioned above; or if a driver is subject to a criminal
conviction during the performance of this Agreement or results of a drug use test
administered by a responsible testing facility are positive.
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SECTION EIGHT
VEHICLE REQUIREMENTS
8.1 Contractor shall acquire and provide vehicles as described in Exhibit"B", a copy
of which is attached and incorporated by this reference. Additional vehicles 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.
8.2 Each vehicle shall comply with all applicable rules and regulations of the Florida
Department of Motor Vehicles and shall be in compliance with safety standards (the
Federal Motor Vehicle Safety Standards) established by the National Traffic Safety
Administration and by OSHA and applicable ANSI Standards.
8.3 Each vehicle shall have a minimum of twenty seats arranged and designed to
provide safe and comfortable seating for passengers.
8.4 On-board communications equipment shall be required on each vehicle.
8.5 Vehicles shall have a historical trolley appearance.
8.6 All vehicles shall have air conditioning and heating systems that are fully
functional every day the vehicles are in service. The air conditioning system shall be of
sufficient size and capacity to provide a cooling effect throughout each vehicle, with cold
air blowing in all sections of the vehicle.
8.7 Vehicles used by the Contractor shall be available for inspection by the City and
the Administrator prior to placement in service and at any time thereafter at the Co's or
Administrator's discretion.
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8.8 Space shall be available in the interior of the vehicles for displaying transit
system routes, schedules, promotional announcements and advertising, all of which shall
be approved in advance by the City.
8.9 Contractor shall comply with all applicable laws and regulations relative to
accessibility for disabled persons as well as comply with the specific requirements of the
ADA.
8.10 Vehicles shall be identified with signs or logos as the "Beach Trolley AM All
Day"or other identification as specified by the City. Signs shall be conspicuously displayed
on the front, sides and rear of the vehicles.
SECTION NINE
CONDITION AND MAINTENANCE OF THE VEHICLES
9.1 Vehicles shall be maintained in excellent condition, both operationally and in
their appearance. All vehicles and required equipment shall be kept in good repair and
condition satisfactory to both the City and the Administrator.
9.2 Contractor shall initiate and maintain an effective safety and mechanical
inspection program.
9.3 All vehicles and parts of the vehicle and equipment mounted on or in the vehicle
shall conform at a minimum to all applicable state and federal motor vehicle safety
standards.
9.4 At all times, Contractor shall cause all components of each vehicle, including its
body, frame, furnishings, mechanical, electrical, hydraulic and other operating systems to
be maintained according to manufacturers' specifications and recommendations and shall
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be in proper working condition, free from damage and malfunction. Contractor shall cause
any vehicle damaged in any accident or otherwise to be replaced or repaired immediately.
Contractor, at its sole cost and expense, shall provide fuel, lubricants, repairs, parts and
supplies required for the maintenance and operation of all vehicles utilized in providing
service.
SECTION TEN
RECORD KEEPING, REPORTING AND AUDITING
10.1 Contractor shall be required to maintain all project records as requested by the
City and the Administrator. Contractor shall permit authorized representatives of City and
the Administrator to examine all data and records related to the project or according to the
scheduled reporting periods.
10.2 Contractor shall record on a daily basis and report weekly to the City and
Administrator all disruptions in service, late service, vehicle breakdowns, accidents,
vehicles out of service/commission and any other incident affecting service.
10.3 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 copies of such documentation to City and Administrator on a weekly basis.
10.4 Contractor's Project Manager shall provide accurate reports on ridership by
route and by trip to the City and Administrator on a monthly basis.
10.5 Records shall be maintained by Contractor. These records shall show details
of transactions pertaining to the management, maintenance and operation of the Trolley
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Service and all books, accounts and records shall be available for inspection by the City
and Administrator upon demand.
SECTION ELEVEN
PRE-SERVICE REQUIREMENTS
The following items shall be delivered to the City and Administrator by Contractor
at least two days prior to the start of the service and are subject to approval by the City and
Administrator:
11.1 An operations manual for the Trolley Service which documents all operational
procedures and policies, including but not limited to the following:
(a) Vehicle operating procedures;
(b) Communications operating procedures;
(c) Driver conduct rules and regulations;
(d) Safety procedures;
(e) Accident procedures;
(f) Administration and reporting procedures;
(9) Other operating procedures and policies as required for proper operation of
the Trolley Service.
11.2 Job description for drivers' administrative personnel.
11.3 Maintenance procedures for all vehicles.
11.4 Final system schedules.
11.5 Training procedures for vehicle drivers.
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SECTION TWELVE
TERM AND TIME OF PERFORMANCE
The term of this Agreement shall begin on March 1, 1999 and continue until
September 30, 2000. The City is under no obligation to extend or renew this Agreement
after its expiration.
SECTION THIRTEEN
TERMINATION
13.1 This Agreement may be terminated for cause by action of the City or the
Administrator upon seven (7) days written notice by the party that elected to terminate, if
the party in breach has not corrected the breach within seven (7) days after written notice,
which notice must identify the breach. This Agreement may also be terminated for
convenience by action of the City upon not less than thirty (30) days written notice by the
City to Administrator and the Contractor.
13.2 Termination of this Agreement for cause shall include, but not be limited to,
failure to suitably perform the services, failure to continuously perform the services in a
manner calculated to meet or accomplish the objectives of the City as set forth in this
Agreement, failure to protect the public health, safety or welfare, as determined solely by
City in the reasonable exercise of its discretion, or breach of any of the provisions of this
Agreement notwithstanding whether any such breach was previously waived or cured.
13.3 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,
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safety or welfare may be verbal notice which shall be promptly confirmed in writing in
accordance with the "Notices" section of this Agreement.
13.4 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
daily 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 $10.00
compensation paid by City, the adequacy of which is 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 FOURTEEN
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 in this Agreement until changed in writing
in the manner provided in this section. For the present, the parties designate the following:
For City of Dania Beach:
Mr. Mike Smith
City Manager
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
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For Broward County:
(courtesy copies of
notices) Director of Mass Transit Division
Broward County Mass Transit Division
3201 West Copans Road
Pompano Beach, Florida 33069
For South Florida Tourism Council Inc:
Mr. Ralph Riehl
101 North Riverside Drive,
Number212A
Pompano Beach, Florida 33062
For South Florida Trolley Company Inc.:
Mr. Bob Matheny
998 South Military Trail
Deerfield Beach, Florida 33442
SECTION FIFTEEN
INDEMNIFICATION
15.1 As to Ci : Contractor and Administrator both agree to indemnify, reimburse,
defend and hold harmless the City and, at City's option, defend or pay for an attorney
selected by the City to defend the City and City's officers, agents and employees for, from
and against all claims, actions or causes of actions, losses, damages, liabilities, costs and
expenses, including reasonable costs, attorneys' and paralegals' fees, imposed on or
incurred by the City in connection with any and all loss of life, bodily injury, personal injury,
damage to property which arises or relates, directly or indirectly, to the Administrator's
services and duties under this Agreement, the Contractor's use of any vehicle provided for
in this Agreement and the performance of the services set forth in this Agreement. To the
extent considered necessary by the City, any sums due City under this Agreement may be
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retained by City until all of City'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 City.
Nothing in this Agreement is intended to serve as a waiver of sovereign immunity
by City. Nothing in this Agreement 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.
15.2 As to County: Contractor agrees to indemnify and hold harmless the County
and County's officers, agents, and employees as prescribed in Exhibit"C".
15.3 As to Administrator: Contractor agrees to indemnify, reimburse, defend and
hold harmless the Administrator and Administrator's officers, agents and employees for,
from and against all claims, actions or causes of actions, losses, damages, liabilities, costs
and expenses, including reasonable costs, attorneys' and paralegals' fees, imposed on or
incurred by the Administrator in connection with all loss of life, bodily injury, personal injury,
damage to property which arises or relates directly or indirectly to the Contractor's use of
any vehicle provided for in this Agreement and the performance of the services set forth
in this Agreement.
SECTION SIXTEEN
INSURANCE
16.1 Insurance: The Contractor shall at all times during the term of this Agreement
keep and maintain in full force and effect, insurance of the types and amounts as set forth
in Exhibit"C" and shall name the City and the County as additional named insureds.
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SECTION SEVENTEEN
PAYMENT
In return for services provided by Contractor and specified in this Agreement, the
Contractor will be paid for its services as follows:
The Contractor shall collect all revenue generated by the Trolley Service, including
the revenue generated in the other participating municipalities and utilize such funds to pay
all expenses necessary to support the Service.
The monthly operating costs (estimated) and funding, shall be paid as follows and
as noted below:
Operation Costs:
Leased Equipment with drivers fully insured,: $ 6,500
TOTAL MONTHLY COSTS: $ 6,500
Monthly Private Source of Funds:
South Florida Tourism Council $ 3,500
TOTAL MONTHLY PRIVATE FUNDS: $ 3,500
Monthly Public Source of Funds:
Broward County Transit Funding $ 2,500
City of Dania Beach 500
TOTAL MONTHLY PUBLIC FUNDS: $ 3,000
TOTAL MONTHLY FUNDING: $ 6,500
Less total monthly costs: $ 6,500
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City shall not be responsible or liable for any financial deficit resulting from the
operation of the Trolley Service or for any failure of payment by Broward County or any
participating municipalities.
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The foregoing costs are based on the use of one vehicle. Additional funding is, as
of the date of the parties'entry into this Agreement, available to add two (2) more vehicles
and the parties to this Agreement will enter into an amendment to this Agreement or enter
into a new Agreement pertaining to those vehicles, as deemed appropriate by them.
ARTICLE EIGHTEEN
MISCELLANEOUS
18.1 Assignment and Performance: Neither this Agreement nor any interest in it
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 of the foregoing, to adequately and competently perform the duties,
obligations and services set forth in this Agreement 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.
18.2 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.
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The City, the Administrator and the Contractor agree that each requirement, duty
and obligation set forth in this Agreement is substantial and important to the formation of
this Agreement and, therefore, is a material term of this Agreement.
18.3 Compliance With Laws: The City, the Administrator and the Contractor shall
comply with all federal, state and local laws, codes, ordinances, rules and regulations in
performing their respective duties, responsibilities and obligations related to this
Agreement.
18.4 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; terms and conditions of employment, selection for training, including
apprenticeships and accessibility.
Contractor'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.
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Contractor shall not engage in or commit any discriminatory practice in violation of
the Broward County Human Rights Act (Broward County Code, Chapter 16 ''/2) in
performing any services pursuant to this Agreement.
18.5 Severance: In the event this Agreement or any 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 upon this provision shall be
made within seven (7) days after the finding by the court becomes final.
18.6 Priority of Provisions: If there is a conflict or inconsistency between any term,
statement, requirement or provision of Exhibits "A" or"B"attached to this Agreement, any
document or events referred to in this Agreement, 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
18 of this Agreement shall prevail and be given effect, provided, however, Exhibit "C"
provisions shall prevail in all respects as to Contractor's duties and obligations.
18.7 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.
18.8 Amendments: No modification, amendment or alteration in the terms or
conditions contained in this Agreement shall be effective unless contained in a written
document prepared with the same or similar formality as this Agreement and executed by
the City, the Administrator and the Contractor.
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18.9 Prior Agreements: This document incorporates and includes all prior
negotiations, correspondence, conversations, agreements and understandings applicable
to the matters contained in this Agreement 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 of this Agreement shall be predicated upon any prior
representations or agreements, whether oral or written.
18.10 Incorporation by Reference: The attached Exhibits "A", "B" and "C" are
incorporated into and made a part of this Agreement. Pursuant to the provisions appearing
in Exhibit"C", when any obligation or duty in that document is one which is related to the
Trolley Service, Contractor agrees to fully comply with each and every such obligation and
duty for and on behalf of the City.
IN WITNESS OF THE FOREGOING, the City has caused this Agreement to be
signed by its Mayor-Commissioner, City Manager, attested by the City Clerk with the
corporate seal of the City of Dania Beach, and the Contractor and Administrator have
executed this Agreement effective as of the date set forth above.
CITY:
CITY OF DANIA BEACH,
a Florida Municipal Corporation
ATTEST:
4XMARIA JABAL JIM CALI
CITY CLERK MAYOR-COMMISSIONER
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MIC L TH
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APPROVED FOR FORM AND
CORRECTNESS:
BY: /,''
- "
T OM SJ. ANSBRO
CITY ATTORNEY
CONTRACTOR:
SOUTH FLORIDA TROLLEY
COMPANY, INC.
CORPORATE SEAL: By:
(IF APPLICABLE)
Pri ('
Name: bsE 2vc2 S,�
Title:
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, an officer duly authorized bylaw to administer oaths and take
acknowledgments, personally appeared SoScr, I erez-, fF as I- rce s,de,rf
of Contractor, SOUTH FLORIDA TROLLEY COMPANY, INC., a Florida corporation, and
acknowledged execution of the foregoing Agreement for the use and purposes mentioned
in it and that the instrument is the act and deed of the Contractor.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the
State and County aforesaid on 5 /dye",e-4 /1999.
NOTARIAL SEAL:
Fa��N,
ROBERTMATFIENY JRNota Public, Sta a ofh-' i t Large
18t•tfFlo r IdI p.MY Comm.Evp:P9W/99 0/.3I���CcmmN: CCA9.^683.r�MIJ�MM�/.MMp
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ADMINISTRATOR:
SOUTH FLORIDA TOURISM
COUNCIL, INC.
CORPORATE SEAL: By: (2
(IF APPLICABLE)
Print IL
Name: 17Gl
Title:
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgments, personally appeared k'l P h R o;h I , as Pr.S,56 nt
of Administrator, SOUTH FLORIDA TOURISM COUNCIL, INC., a Florida corporation,
and acknowledged execution of the foregoing Agreement for the use and purposes
mentioned in it and that the instrument is the act and deed of the Administrator.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the
State and County aforesaid on fYl a r<..4 �c nn, 1999.
HOLLYBROWN
NOTARIAL ` '+ MY COMMISSION#CC750606
n . 1 E%PIRES:June 29,2002 Notary Pub Ic, State of Florida at Large
Z F Bm*d Nu;;d ;Pudb UrKwrwfts
G:\WPFILES\TJA\DANIA\OTHER MATTERS\TROLLEY AGMT w SFTC&SFTC MSW.AGMT.doc
02/24/99... 10:30 AM
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To Tom An-bra I Lindsey Payne From South Florida TGOriem Douncll Date 212WWO lime a 14 na rm rape�or a
Exhibit "A"
The South Florida (954) 946-7320
Tourism Council Broward County Beach Trolley Service
Board and Reboard Trolley All Day
"Great Way To 8 From" ft
�-' Shopping - Attractions Monday thru Friday All Day Pass only$10.00
Restaurants - Hotels " Includes Professional Narrated Tour"
Beach Place Mall Palm Aim Spa Broward Performing Arts City Parking Lots
Shops of Las Olas Water Taal Stops Broward Main Library Hotels in rive Cities
Lae Olas Riverfront Convention Center Swimming Hall of Fame Ft, Lauderdale Historical Museum
Pompano Pier Museum of Art Fort Lauderdale Fishing Fleet Las Olas Horse and Carriage
Historic Stanahan House Jungle Queen Hugh 'Taylor Birch State Park Professional Diving Charter,
Historic Bonnet House Bahia Mar Marina Famous Rivetwalk Jet Ski-Wave Runners-Para Sall
Isle of Venice Museum of Discovery Lae Olas Art Galleries Broward General Hospital
Pompano Beach � 9:30s 11:30S 1:30S 3:30s
w 11:OOw 1:OOw 3:OOw 6:OOw
W See Garden Resort
Atlantic Blvd W Pompano Bch d Pier
Howard Johnson Hotel
9:16 11:16 = Royal Vista Resort
1:16 11:1 6:16 Sonata Barbara Resort
3:16Palm Aire 7F Commercial Blvd 9:36 11:36 1:36 3:36
Lauderdale By The Sea
Oakland PK Blvd 9:40 11:40 1:40 3:40
Sunrise Blvd Galt Ocean Mile
9:46s 11:46s 1:46s 3:46s
Broward Blvd .10:36n 12:36n 2:36n 4:36n
Holiday Inn
Bonnet House
e Howard Johnson Hotel
Las Olas Blvd Sheraton Yankee Trader
Beach Place Mall
I 10:30 12:30 2:30 4:30 a 9:50 11:50 1:50 3:60
9 e Shops of Las Olas > Doup/e Treviotel
s m u Bahia ar arena
g Sheraton Yankee Clipper
I o
17th Street Causway /, Pier 90 Hotel
1696 8:66 11:56 1:66 3:56
0
Convention Center N
Airport . Port
Dania Bosch Blvd.
10:10 12:10 2:10 4:10
Dania Beach
Antique Village
Effective March 1, 1999
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To' Tom An,bro/Lindsey Payne From South Florida Tourlsm Council Date 2f251N9 ❑mo J-1 a vo erm rape 2 u1!
r
Exhibit "B"
Vehicles shall have a historical Son Francisco Trolley appearance.
Vehicles shall have air conditioning and heating systems. Vehicles shall
have a minimum of twenty seats, and comply with ADA requirements,
Federal Motor Vehicle Safety Standards, and comply with applicable rules
and regulations of the Florida Department of Motor Vehicles,
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EXHIBIT "C"
AGREEMENT
Between
BROWARD COUNTY
and
CITY OF DANIA BEACH
for
PUBLIC TRANSPORTATION SERVICES
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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
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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
the parties extended the term of their agreement until March 1, 1999, to allow for a full one-
year period of operation at no additional cost to the COUNTY; and
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 IDENTIFICATION
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.
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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, or the 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 every term, 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
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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, Al A, 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 or its 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 for herein shall be maintained in proper working 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
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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.
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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 program. 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.
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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
Administrators 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.
ARTICLE 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 protec;iuf, ii
accordance with state law prior to final execution of said agreement. If !'ITY
contracts with a third party to provide the transportation service addressed herein,
any contract with such third party shall include the following provisions:
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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 COUNTYs 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 order to 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
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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.
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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 COUNTY with 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 Contract Administrator,
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.
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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 delivered 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.
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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 shall be violated by CITY. Any incomplete or incorrect
entry in such books, records, and accounts shall be a basis for COUNTY's
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.
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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 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 public work, 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.
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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 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, 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:.
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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 Contractor or 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 of 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.
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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 theirjoint 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 VENI JE
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.
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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, duly authorized to execute same.
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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
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FE8�26-1999 1515 FROM CITY OF DANIA TO 5229123 P.04 /
AORE MENT 6ETW�EEN BR( WARD COUNTY ANC CITY OF DANIA BEACH FOWPUI
RAN,
PORTATION tWCE$
i
CITY
Approved 6 ReboluMon N610-19
Dated Felu nary 19991
'
CITY OF DANIA BE ICH
ATTE$T:
By:
I I j ity
Mdyor
By I
Cit erk
er
' 17 ay of F • 1999
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Alipr re as to legal form
L. I City ttomey
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FES-24-1999 11�:03 FROM CITY OF DANIR
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TO b22V123
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Proposed Private-Public Pahnership
...Pilot Prig
BtowardCounty AlA Beach TrloHey Service
Forth & South Brow ard Count Extensions
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FEB-24-1999 11:04 FROM CITY OF DRNIR TO bLL91L3 F.U.5
Proposed Private-Public P 'orsittip P',ot Pr�bg�ratn
Ndrth & South Broward Count} Bach Trc tidy Extensions
! I
The"North& South Broward County Extensions"pilot progr Im,is a'oolatinuoirs one
hour round trip scheduled narrated resort mode of transpoitati n for P614pano beach
l and Dania Beach,comiecting with the Broward County Wel Erie Centq#Network and
the Broward County Beach Trolley and Bus Sep&&. �;
I
This Private-Public Partnership demonstrates how a collecti goals di
the entities
benefiting from,this service can be achieved throughutiliiati of matbht�ng funds.
Features&Benefits'io C mmunity
j Fully insured30 passenger trolley vehicles. I !.
F 01y hFersed professional tourism oriented driyers�
Fully narrated tour with background music. l
T!wo'way!radio communication to handle speci$1 needs oftbuxists and ti�sitors.. I
Fiandreappedaccessibletours.
Friendly flriver on board to handle special nerds of oun*stsl anld visitors
ra� risportatioa feedet to Broward County Beach Trey and Servi
i $mch available to visitors with local infomhattri.! ! i
Armor cements of local events.
donne�dm' by tour of the Greater Ft. Lauder dalle
Iacreased awareness by visitors and tourists of the ttractions Pf bur"rt destination
Increase use of-Welcome Centers by tourists acid ' itors. !
Increase eafely!of roads. '
Increase resort appeal of our area. II '
#edit 4iou of auto use by visitors touring beaches rho are not1'familrar vVtth our area.
ReducEiah mair poUdtion
I2eductian of ,congestion.
m
Xwluc4on use of• .tercoastal bridges under depalr.
l i II;
To pmyrde a connecting east-west resort mode bf tj
ansportati I n to exis. routes.
i To enhl=th&vacation of every visitor so they, williitdriI ag in and again.
To use 16-s pilot program to service and connect un served are s. j
To resort modes of transportation in our an a.
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FEB-24-1999 11:05 FROM CITY OF DANIA
TO 5229123 P.04 /
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The sol[ithFlorida (954) 94617$ O
Tourislm Council Broward County Beach Trol`ey; Servlc§
Board and R�bo4d !i
.Great ay To & Frottl" Trolley All Da ' I
Shoppl g -Attractidns
Rests ants,-Hotels Tues thru Bat Includ8s "Protesslonai 6rmted4lour
I � CI Parldng Lou
Beath
Plea Mall Lae V7us Isles Broward�erfart��g Arts' Holots lln Live Cltlee
Shope of Lis 0lw Water Masi Stops Broward gaaln 1b$$��aary I ��, historical ki+uk
Las Ohu RWer"t Mall Convention Center Srt Lang, lii'flth me Flaefi Las aId Horwsnd Carrle�el j
9th Street ItMtpLLrinU Mwenm of Art
Historle6tgnahan rdwe Jungle Queen Hugh Taylor l�l 6�Stete Parr: Jet SkI WaveDiving Runners
-Porn I
lk JetSWlaveRunnen-Pani6�pIII
HletorlcBannetHquse Satuil\farMarina LamoOtae�/�rtG�lieiloe jl BrowatdGenerolHoepltal
Lie of Ventce I Museum of Discovery - .
Atlantic Blvd ,3.0 11:10 1:30 3:30
ompono Beach
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commercial Blvd 35 11:�5 1:35 3:35 '
1 auderd'ale By The Sba1
0"40 11:40 1:40 3:40
Oakland PK Blvd'
j ;v - �alf O can Mile
Sunrise Blvd " '
46 11:46 1:46 3:46
tolldayVn7
Broward Blvd .. . bonnet Houao
i oward! on Hotel
10:4612:4 '.2:464:'46 horalon'. ariketi Trader i
i Las Olas Blvd — ' Beau�?J ce ball i
Las Qlas 11.0Q'1�0f3:00 I
I RlV01*011t 10:6612:662:664:6$ � 60 11:60 1:60 3:60
IVIa'h Shops of 9 v Feuwa.tr,�e Hotel
j u Las O/as �ahla Mar Marina
i I ' ohoratbn Yorrkoo Clipper
17th Street Causwayler 66 Hok'el
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8:66 mr) 1.66 3ai5
- _ Con xentibn jl
cent' r
I 10:30 12:30 :3Q 4:30. � T ,
DaniaAIt/que- . 7 Dania Beach Blvd i 0:16 '1 :16 2:16 4161
j I ,f III / Ii1111NIj1 '1 !I SO & Grill
' 10:20 12:20 2;2 4:20
Sheridan St. Hollywood Bach'
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FEB-24-1999 11:06 FROM CITY OF DRNIA TO
5LL71L.] Y.U'J I
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Proposdd Private-Public Partn r9hip P lot Program i ,
South Broward Counxten ion
Dania BCachi
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I 1696 1 , 1
's Airport _ Pat
'dolls Griffin Road
` I Atlantic
1 ►. i.► l ► ► ► ► ► ► ► l ►� ; Ocean
Prop I
Shops f
OOC .Deal ' aria B"Ch
' 1'Vorid . ! ► ► ► ' da is Pier
Andqul " er�la Beae, Bivd
Wage !,► ►. ► ! ► ►v
a- 4444 II�I . 'it < 1 � 1
! ` City v 6hUpphtg Pisa
,
Hall � I
sit. A, t i. Starting Road *WmUm D
gakwood
playa U 1
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I' 9 1
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. Atlantic i
x Sheridan Street I ! ! I Ocean i
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FFB-24-1999 11:07 FROM CITY OF DnNIR TO 5229123 P.Ub
EXHIBIT "A"
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Propost d Private-Public Partnership P lot Pr6kram
North Broward Coun}y xten ion
Pompano Bea�h
I Light Hbuse
i; MUVICO
0604ns Road; ► 18►►¢to 1 i D
i a Pompano I � �
a Square MaE � I ;
P i a `► i ! i
CoIC i E ► ► ►: ► ►; j
a Air Park
9 TYants t h Street c uaway ; Atlantio j
r ! 5a Silver Saddle i Hnteh ! '� Ocean
t j a Goodyear.
Bu*p
n I a Theater 8otde Pier I
I i Flahermani
Atlanjie Blvd a ` hl Wharf
Ilse to
F eld 1 11' 1 1 / / 4 1 1 1 1 ( 1 1 '1 1 l Ia "► Welcome i
j tf ` �tY a AtYantie 81 d Reib
a Center, j
Hall s
P Alrc ap� tali, s
i Co a s I e
I �,- a � U a
j a 8
ti, i a S'
I a r
P Acre Pamp lln ^�
if �park r �i
fg
m
ail
i Atlantic
62nd Street ! rl ocean
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CITY OF DANIA BEACH
FLORIDA co
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a _TME -Initial Trolley Ioui
. . Fatlad�di,R:333113419
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