TABLE OF CONTENTS
Transcription
TABLE OF CONTENTS
1 TABLE OF CONTENTS Description Gray‐Robinson Contract Jolley Trolley Agreements St. Petersburg Trolley Agreements CEO’s Performance Evaluation Form Page 2 5 25 39 2 GRAY ROBINSON CONTRACT 3 4 5 JOLLEY TROLLEY AGREEMENTS 6 AGREEMENT This AGREEMENT made by and between the PINELLAS SUNCOAST TRANSIT AUTHORITY, an independent special district, (“PSTA”), with its principal place of business located at 3201 Scherer Drive, St. Petersburg, Florida 33716, and JOLLEY TROLLEY TRANSPORTATION OF CLEARWATER, INC., a Florida corporation, (“Jolley Trolley”), with its principal place of business located at 483 Mandalay Avenue, Suite 213, Clearwater, Florida 33767, (collectively referred to as the “Parties”), entered into this ___ day of _____________, 2012. WHEREAS, Jolley Trolley provides transportation services to Island Estates, Clearwater Beach, and Sand Key; and WHEREAS, PSTA wishes to provide funding to Jolley Trolley so that Jolley Trolley may provide fixed route service and fares from North Beach to Mandalay Avenue to Island Estates and additional services during the Peak Spring Break Period (as defined below); and WHEREAS, PSTA wishes to provide partial funding to Jolley Trolley to offset operating expenses for the Clearwater Marine Aquarium Route (as defined below); and WHEREAS, Jolley Trolley wishes to accept such funding in accordance with the terms and conditions stated herein. NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter made by PSTA and Jolley Trolley and further good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by the Parties, it is agreed that: 1. Recitals. The above recitals are true and correct and incorporated herein. 2. Contract Term. The initial term of this Agreement shall commence on October 1, 2012, and terminate on September 30, 2013. This Agreement may be renewed for one (1) year term(s), each a “Renewal Term”, upon mutual written agreement of the Parties. 3. Funding. PSTA shall provide to Jolley Trolley funding in the total amount of One Hundred and Eighty-One Thousand Four Hundred Forty-Three U.S. Dollars and No/100 ($181,443.00), $168,443.00 of which shall be used for the purposes set forth in Paragraph 4 below and $13,000.00 of which shall be used for the Clearwater Marine Aquarium Route as set forth in Paragraph 5 below. The funding will be paid in equal monthly installments on the fifteenth (15th) day of each month, with the first payment due on October 15th. 4. Use of Funds. Jolley Trolley shall use $168,443.00 of the funds provided under this Agreement solely for the purposes of: A. Providing fixed route service from North Beach to Mandalay Avenue to Island Estates. Jolley Trolley’s fixed route service and schedule are depicted in the route map, 00173846.DOC Page 1 of 9 7 attached hereto as Exhibit A. Jolley Trolley shall, at a minimum, maintain a sixty (60) minute headway frequency between 10:00 a.m. and 3:00 p.m., and between 6:00 p.m. and 8:30 p.m., Sunday through Saturday and Holidays, and a thirty (30) minute frequency between 3:00 p.m. and 6:00 p.m., Sunday through Saturday and Holidays on the fixed route service; B. Providing one additional trolley for eight (8) hours daily for thirty (30) days during the Peak Spring Break Period for service on Clearwater Beach with possible deviations to the Park Street Terminal. PSTA and Jolley Trolley shall determine by cooperative management the thirty day time period that is to be considered the “Peak Spring Break Period” for purposes of this Agreement, the hours and schedule of service to be provided throughout the Peak Spring Break Period, and a communication plan no less than thirty (30) days prior to the commencement of said Peak Spring Break Period. C. Maintaining the fares charged by Jolley Trolley so that the fares are the same as the fares charged by PSTA; D. Distributing and accepting all PSTA encoded passes. E. Providing for the sale of 6-month and annual passes with photo identifications pre-printed on them. Such 6-month and annual passes shall only be sold to those who permanently or temporarily reside in a residence located within the 33767 zip code. Eighty percent (80%) of the revenue received by Jolley Trolley from the sales of the annual passes will be kept by Jolley Trolley, and twenty percent (20%) of the revenue received by Jolley Trolley from the sales of Jolley Trolley’s annual passes shall be paid to PSTA. Jolley Trolley shall distribute PSTA’s share of the revenue from the sales of the annual passes on the 1st day of the following month, with the first distribution due on November 1st. F. Accepting free rides from PSTA’s and the Hillsborough Area Regional Transit Authority’s (“HART”) employee passes and others holding PSTA’s retiree or lifetime passes. PSTA shall accept free transfers from Jolley Trolley’s 6-month and annual passes. Such passes shall be accepted by PSTA as flash passes; G. Providing for wheelchair accessibility on all Jolley Trolley vehicles used in the fixed route service; H. Accepting free transfers between Jolley Trolley and Suncoast Beach Trolley (“SBT”) at all SBT stops, which are shared with Jolley Trolley; and I. Providing for a Jolley Trolley sign at all SBT stops, which are shared with Jolley Trolley. 5. Clearwater Marine Aquarium Funds. Jolley Trolley shall use $13,000.00 of the funds provided under this Agreement solely for the purpose of providing a daily route, free of charge, between Island Estates and the Clearwater Marine Aquarium, Winter’s Dolphin Tale Adventure and downtown Clearwater serving Ft. Harrison/Park St. near the Park Street Terminal 00173846.DOC Page 2 of 9 8 in Clearwater Florida (“Clearwater Marine Aquarium Route”), between the hours of 10:00am and 6:00pm, with a minimum frequency of 20 minutes. 6. No other use of Funds. Jolley Trolley shall not use the funds provided under this Agreement by PSTA for any other purposes except for those described in Paragraphs 4 and 5 above. No funds or equipment provided by PSTA shall be used to operate Jolley Trolley’s private charters or private narrated tours. The funds and equipment provided for under this Agreement must be kept separate and segregated from the funds and equipment used to provide or offer Jolley Trolley’s private charter services. 7. Fixed Fares. The fares charged by Jolley Trolley for the fixed route service described in Paragraph 4(A) above shall be the same as the fares charged by PSTA during the term of this Agreement, including any changes to PSTA’s present fare structure that are made by PSTA, at its sole discretion, during the term of this Agreement. The fares charged by Jolley Trolley for its fixed route service shall comply with all federal and state laws, regulations and rules. Jolley Trolley will distribute free transfers to its passengers that will allow its passengers to ride PSTA’s fixed route service. Jolley Trolley will accept free rides issued by PSTA’s and HART’s employee passes and others holding PSTA’s retiree or lifetime passes without charging these riders any additional fare. Jolley Trolley shall provide the Clearwater Marine Aquarium Route at no cost to all passengers. 8. Accessibility. Jolley Trolley shall provide wheelchair accessibility on all Jolley Trolley vehicles used in the services described in Paragraphs 4 and 5 above in accordance with ADA regulations. 9. Changes to Routes. Changes to Jolley Trolley passenger schedules services described in Paragraphs 4 and 5 above must first be approved by PSTA’s Chief Executive Officer before such changes are implemented. 10. Reports. Jolley Trolley shall provide monthly written and oral reports to PSTA describing the allocation of the funding provided under this Agreement, including but not limited to details showing how PSTA’s funds have been expended, the receipt and expenditure of all other sources of funds by Jolley Trolley, ridership and other statistics showing the effect of Jolley Trolley’s services described in Paragraphs 4 and 5 above, and financial statements, which shall include sales documentation of the 6-month and annual passes sold in the prior month. Jolley Trolley reports will include all data and the results of rider surveys conducted periodically and randomly on the fixed route service, which surveys are to be conducted by Jolley Trolley in accordance with federal regulations. 11. Documentation. All costs charged against the funding, including any approved services contributed by Jolley Trolley or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. 00173846.DOC Page 3 of 9 9 12. Books and Records. Jolley Trolley shall, at any time during normal business hours and as often as PSTA or its duly authorized representative may deem necessary, make available for examination all Jolley Trolley records, books, documents, papers, and data with respect to all matters covered by this Agreement and shall permit PSTA and/or its designated authorized representatives to audit and examine all records, books, documents, papers, data, and any other material related to this Agreement. All such records, books, documents, papers, data and any other material related to this Agreement shall be retained for four (4) years from the termination date of this Agreement. All records, however, that are subject to audit findings shall be retained for four (4) years in the manner prescribed above or until such audit findings have been resolved, whichever is later. Nothing herein shall be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida. 13. Compliance with Laws. Jolley Trolley shall comply with all federal, state, county and local laws, rules and regulations applicable to PSTA. This includes all applicable regulations of the Federal Transit Administration (FTA) and Florida Department of Transportation, including but not limited to those regulations requiring a Safety System Plan, the drug and alcohol regulations, FTA regulations governing fares, and ADA regulations. The Jolley Trolley must also comply with all applicable laws regarding drug-free workplaces. If it is ever determined that this Agreement violates any federal, state, county or local law, rule or regulation, it shall terminate immediately. 14. Financial Statements. Within sixty (60) days of the end of the initial term of this Agreement and any subsequent Renewal Term(s), Jolley Trolley shall deliver to PSTA audited financial statements and an audit report, including findings as to Jolley Trolley’s compliance with the terms of this Agreement. The audit report and audited financial statements shall be prepared by an independent CPA licensed to practice in the State of Florida. Jolley Trolley will comply with all required procedures related to the system for reporting and maintaining data in accordance with the National Transit Database (NTD) requirements and definitions set forth in 49 CFU Part 630, Federal Register, January 15, 1993, and as presented in the NTD Reporting Manual. In addition, all information must be submitted to PSTA that is required for PSTA to prepare PSTA’s annual NTD Report which is submitted to the Federal Transit Administration. 15. Fares and Services. All Jolley Trolley routes, fares, scheduled services and marketing materials must be approved by PSTA’s Chief Executive Officer if they relate to the services described in Paragraphs 4 and 5 above. Any substantial changes to the fixed route, fares or scheduled services, or additions to the fixed routes, fares or scheduled services must first be approved by PSTA’s Chief Executive Officer. Jolley Trolley shall notify its passengers prior to any substantial route changes and all fare changes. A substantial route change is any change of service of 25 percent or more of transit route miles of a route, or 25 percent or more of the number of transit revenue vehicle miles of a route completed on a daily basis for the day of the week for which the change is made, or a new transit route is established. 16. Service Changes. In considering a request for approval of a service change under paragraph 16 above, PSTA’s Chief Executive Officer will consider such factors as whether the service change will affect any existing or planned service and routes of PSTA, whether the 00173846.DOC Page 4 of 9 10 proposed service change will be compatible with PSTA’s service and routes, whether the proposed service change will deny adequate service to Jolley Trolley’s service area, whether Jolley Trolley has the ability to operate adequately the proposed service change, and other such relevant factors. In considering a request for a fare change, PSTA’s Chief Executive Officer will consider the economic, environmental and social impact of the fare change. 17. PSTA Regulations. Jolley Trolley agrees to abide by any regulations PSTA may adopt in the future governing public transit operators in PSTA’s service area. 18. Assignment. Jolley Trolley agrees not to assign this Agreement except upon written consent of PSTA, which PSTA may grant or deny in PSTA’s sole discretion. 19. Indemnification. Jolley Trolley shall indemnify, defend, and hold harmless PSTA, its directors, officers, employees and agents from and against any and all losses, liabilities, damages, injuries, claims, suits, demands, costs and expenses of every kind and nature, including legal fees and disbursements and including claims for equitable relief of any kind or nature, arising out of or in connection with in any way for any act, error, or omission committed during the performance of this Agreement, including but not limited to Jolley Trolley’s provision regarding public transit service, or in any way arising out of this Agreement. This provision shall include claims made by employees of Jolley Trolley against PSTA. Jolley Trolley agrees to waive its entitlement to immunity under Chapter 440, Florida Statutes, with regard to such claims. The provisions of this paragraph shall survive the termination of this Agreement, however terminated. Jolley Trolley shall also require that any contractor or subcontractor with whom Jolley Trolley contracts for the operation of all or part of its service or for the maintenance of its vehicles execute a hold harmless agreement agreeing to indemnify PSTA under the same terms of this paragraph. 20. Liability. PSTA assumes no liability or responsibility for any acts or omissions of Jolley Trolley or of Jolley Trolley’s agents, servants, contractors, subcontractors, or employees or for any property of Jolley Trolley, its agents, servants or employees or any other person’s property which is damaged, lost or stolen. 21. Insurance. Jolley Trolley shall maintain the following insurance coverage during the term of this Agreement: 00173846.DOC Workers’ Compensation & Employers’ Liability Bodily Injury by Accident/Bodily Injury by Disease $100,000/$500,000 General Liability Bodily Injury/Occurrence/Property Damage $1,000,000/$1,000,000/$100,000 Automobile Liability Combined Single Limit $1,000,000 Page 5 of 9 11 Jolley Trolley has provided PSTA with a certificate of insurance evidencing that the above-described coverage is in effect. The certificate provides that PSTA is an additional insured, that Jolley Trolley’s insurance policies are primary to PSTA’s insurance policies and that any reduction of the policy limits of any said policies or the cancellation of said policies shall not be effective without first providing PSTA with thirty (30) days’ written notice. 22. Contact with Jolley Trolley. PSTA shall deal directly with Jolley Trolley’s Administrator, and shall have no right to and will not directly control the activities, work and operations of Jolley Trolley’s employees. This includes the method of operating any vehicle. Any rights PSTA may have to control Jolley Trolley’s operations do not alter the responsibility for the safety of Jolley Trolley’s operations for which Jolley Trolley is solely responsible. 23. Termination. If Jolley Trolley fails to comply with any provision of this Agreement, PSTA may terminate this Agreement for default. Termination shall be effected by serving a notice of termination on Jolley Trolley setting forth the manner in which Jolley Trolley is in default. PSTA shall, for breach or default, allow Jolley Trolley a minimum of seven (7) days in which to cure any defect, except if the breach or default arises from the misuse or misapplication of PSTA’s funds, fraud, misfeasance or intentional breach or default, in which case no opportunity to cure will be provided. When an opportunity to cure is provided, the notice of termination will state the time period in which the cure is permitted and other appropriate conditions. If Jolley Trolley fails to remedy to PSTA’s satisfaction the breach or default, within the time period set forth in the notice of termination by PSTA when an opportunity to cure is provided, PSTA shall have the right to terminate this Agreement. Any such termination for default shall not in any way operate to preclude PSTA from also pursuing all available legal remedies against Jolley Trolley for said breach or default, including but not limited to specific performance and the refund of any PSTA funds paid to Jolley Trolley. In the event that PSTA elects to waive its remedies for any breach by Jolley Trolley of any covenant, term or condition of this Agreement, such waiver by PSTA shall not limit PSTA’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement. 24. Attorneys’ Fees. In the event of legal action or other proceeding arising under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all its reasonable attorneys’ fees and cost incurred in the prosecution or defense of such action, or in any post-judgment, or collection proceedings and whether incurred before suit, at the trial level or at the appellate level, further including any reasonable attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining the amount of attorneys’ fees and costs due to the prevailing party. This shall include any bankruptcy proceedings. The reasonable costs to which the prevailing party will be entitled include costs that are taxable under any applicable statute, rule, or guideline, as well as costs of investigation, copying costs, electronic discovery costs, mailing and delivery charges, costs of conducting legal research, consultant and expert witness fees, travel expenses, court reporter fees and mediator fees, regardless of whether such costs are taxable under any applicable statue, rule or guideline. 00173846.DOC Page 6 of 9 12 25. Appropriation. In the event PSTA’s Board of Directors decides not to appropriate the necessary funds for this grant during any year of this Agreement, then this Agreement shall terminate without either party having any further responsibility to the other. 26. Jurisdiction and Venue. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Florida. The Parties consent to jurisdiction over them and agree that venue for any state action shall lie solely in the Sixth Judicial Circuit in and for Pinellas County, Florida, and for any federal actions shall lie solely in the U.S. District Court, Middle District of Florida, Tampa Division. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and shall be binding on their legal representatives, successors and assigns. This Agreement shall not be effective until executed by an authorized representative of PSTA and an authorized representative of Jolley Trolley and cannot be amended or altered in any way unless such amendment be in writing and signed by an authorized representative of PSTA and by an authorized representative of Jolley Trolley. No forbearance to exercise any right or privilege under this Agreement shall constitute a waiver of any such terms, rights or privileges, but the same shall continue and remain in full force and effect the same as if no such forbearance had occurred. 28. Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, that provision shall be severable and the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and this Agreement shall be treated as though that portion had never been a part thereof. 29. Notices. All notices provided for under this Agreement shall be in writing and shall be served on the Authorized Representative of the receiving party and deemed to have been duly given: A. On the date of delivery, if delivered personally to the party to whom notice is given, or if made by telecopy directed to the party to whom notice is to be given at the party's telecopy number listed below; or B. On receipt, if made by telecopy directed to the party to whom notice is to be given at the party's telecopy number listed below or if mailed to the party to whom notice is to be given by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows: PSTA: 00173846.DOC Brad Miller, Chief Executive Officer Pinellas Suncoast Transit Authority 3201 Scherer Drive St. Petersburg, Florida 33716 Telephone: (727) 540-1800 Facsimile: (727) 540-1913 Page 7 of 9 13 With a copy to: Alan S. Zimmet, Esq. Zimmet, Unice & Salzman, P.A. 2570 Coral Landings Blvd., Suite 201 Palm Harbor, Florida 34684 Telephone: (727) 723-3772 Facsimile: (727) 723-1421 Jolley Trolley: Robert L. Longenecker, Executive Director Jolley Trolley Transportation of Clearwater, Inc. 483 Mandalay Avenue, Suite 213 Clearwater, Florida 33767 With a copy to: Debra Gregory Secretary, Jolley Trolley 825 Court Street Clearwater, Florida 33756 30. References. The headings and section references in this Agreement are inserted only for the purpose of convenience and shall not be construed to expand or limit the provisions contained in such sections. 31. No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed as creating any personal liability on the part of any elected official, officer, employee or agent of PSTA, nor shall it be construed as giving any rights or benefits to the general public or other entity other than the Parties. 32. Authorization. The undersigned represent and warrant that they have full authority to execute this Agreement on behalf of their respective parties. [Remainder of this page intentionally left blank] 00173846.DOC Page 8 of 9 14 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above. Witness: Pinellas Suncoast Transit Authority Print Name: Brad Miller, Chief Executive Officer APPROVED AS TO FORM: Alan S. Zimmet, General Counsel Witness: Jolley Trolley Transportation of Clearwater Print Name: Robert L. Longenecker, Executive Director 00173846.DOC Page 9 of 9 15 FIRST RENEWAL TO JOLLEY TROLLEY SERVICE AGREEMENT NORTH COUNTY COASTAL ROUTE THIS FIRST RENEWAL OF AGREEMENT (Renewal) made and entered into on this ____________ day of ____________, 2012, shall renew and supplement that certain agreement entered into by and between the PINELLAS SUNCOAST TRANSIT AUTHORITY, an independent special district, JOLLEY TROLLEY TRANSPORTATION OF CLEARWATER, INC., the CLEARWATER DOWNTOWN DEVELOPMENT BOARD, a special taxing district of the City of Clearwater, Florida, the CITY OF TARPON SPRINGS, a municipal corporation of the State of Florida, the CITY OF DUNEDIN, a municipal corporation of the State of Florida, and PINELLAS COUNTY, FLORIDA, a political subdivision of the State of Florida, (collectively, the “Parties”) on the 21st day of November, 2011 (the “Agreement”). To the extent that this First Renewal conflicts with the Agreement, the provisions of this First Renewal shall govern. WHEREAS, the Parties desire to continue to offer fixed route services as set forth in the Agreement; and WHEREAS, all capitalized terms used in this First Renewal, which are not otherwise defined herein, shall have the same meaning as set forth in the Agreement; and WHEREAS, the Contract Term of the Agreement is scheduled to expire on September 30, 2012, unless renewed by written mutual agreement of the Parties; and WHEREAS, as a result of the availability of additional grant funding, the Parties desire to decrease the 2013 renewal contribution amounts set forth on Exhibits B through F of the Agreement. NOW THEREFORE, in exchange for mutually agreeable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The above recitals are true and correct and incorporated herein by reference. 2. The Agreement is hereby renewed for a Renewal Term of one (1) year commencing October 1, 2012, and terminating September 30, 2013, on the same terms, conditions, and covenants as set forth in the Agreement, except as specifically set forth herein. 3. Effective October 1, 2012, the funding contributions for each party shall be at the “2013 Renewal Term” contribution amounts set forth on Exhibits B through F attached to this First Renewal and dated October 1, 2012. . Effective October 1, 2012, the documents attached as Exhibits B through F to the original Agreement shall be of no further force and effect. 00173639.DOCX Page 1 of 3 16 IN WITNESS WHEREOF, the Parties have caused this Renewal to be executed on their behalf by their duly authorized representatives on the dates indicated below. PINELLAS SUNCOAST TRANSIT AUTHORITY ____________________________ Witness By: _____________________________________ Brad Miller, CEO Dated:___________________________________ ____________________________ Witness Approved as to Form:____________________________ Alan S. Zimmet, Esq. General Counsel JOLLEY TROLLEY OF CLEARWATER, INC. ____________________________ By: _____________________________________ Witness Title:____________________________________ Dated: __________________________________ ____________________________ Witness CLEARWATER DOWNTOWN DEVELOPMENT BOARD ____________________________ Witness By: _____________________________________ David Allbritton, Chairman Dated: __________________________________ ____________________________ Witness ___________________________ Approved as to Form Elise K. Winters, Esq. Counsel for the Board 00173639.DOCX Page 2 of 3 17 CITY OF TARPON SPRINGS, FLORIDA ____________________________ Witness By: _____________________________________ City Manager Mark LeCouris Dated: __________________________________ ____________________________ Witness By: _____________________________________ Mayor David Archie Dated: __________________________________ CITY OF DUNEDIN, FLORIDA ____________________________ Witness By: _____________________________________ Robert DiSpirito City Manager Dated: ___________________________________ ____________________________ Witness By: ______________________________________ Mayor Dated: ___________________________________ Approved as to Form: _________________________________________ City Attorney PINELLAS COUNTY, FLORIDA ____________________________ By: _____________________________________ Witness Title: Robert S. LaSala, County Administrator ____________________________ Witness Dated: __________________________________ APPROVED AS TO FORM By: ____________________________ County Attorney 00173639.DOCX Page 3 of 3 18 EXHIBIT B October 1, 2012 Clearwater DDB Funding Contribution 2013 Renewal Term: Nine Thousand Two Hundred Twenty Dollars ($9,220.00). 00173639.DOCX Exhibit B 19 EXHIBIT C October 1, 2012 Tarpon Springs Funding Contribution 2013 Renewal Term: Eighteen Thousand Four Hundred Forty Three Dollars ($18,443.00). 00173639.DOCX Exhibit C 20 EXHIBIT D October 1, 2012 Dunedin Funding Contribution 2013 Renewal Term: Eighteen Thousand Four Hundred Forty Three Dollars ($18,443.00). 00173639.DOCX Exhibit D 21 EXHIBIT E October 1, 2012 Pinellas County Funding Contribution 2013 Renewal Term: Eighteen Thousand Four Hundred Forty Three Dollars ($18,443.00). 00173639.DOCX Exhibit E 22 EXHIBIT F October 1, 2012 PSTA Matching Funding Contribution 2013 Renewal Term: Sixty Four Thousand Five Hundred Forty Nine Dollars ($64,549.00). 00173639.DOCX Exhibit E Tarpon Springs Sponge Docks Downtown Tarpon Orange St Springs NOTE: Route stays on Alt 19 southbound Wheelchair service provided on all trips. These trips operate on Friday and Saturday only. E Dunedin Causeway Honeymoon Island S To go to Clearwater Beach DUNEDIN To go to Dunedin Palm Harbor, and Tarpon Springs 60 Windward Psg Clearwater Boat Slips Memorial Causeway Marina Northbound Timepoint Beach Walk 2nd St Public Restroom SG Court House 5th St Curlew Rd Skinner Blvd Alt 19 Edgewater Dr Cleveland St Park St DOWNTOWN CLEARWATER Garden Avenue Pierce St PSTA’s Park Street Terminal Chestnut St ulf vie wB lvd Timepoints Shephard’s Landmarks Sand Key Park Sheraton Clearwater Sailing Center Marriott Times shown are scheduled but may vary due to weather, traffic, or other unforeseen events. Mease Dunedin Hospital Historic Post Office Drew St Court St Crabby Bill’s Southbound Timepoint Beach Walk Osceola Ave CLEARWATER BEACH Pier Clearwater Main Library Downtown Palm Harbor Florida Ave Main St Ft. Harrison Clearwater Marine Aquarium Island Way Publix Island Estates Plaza 700 Island Way Island Way Frenchy’s Rockaway Grill Kipling Plaza Acacia St Nebraska Ave 11 St Myrtle Ave Bruce Ave 880 Mandalay CONNECT AT PUBLIX Alderman Rd Downtown Dunedin Dunedin Marina Jessamine Cir Runs Once an Hour Friday, Saturday, and Sunday ONLY Klosterman Rd Douglas Ave Highland Ave W Alt 19 Broadway/Bayshore NOTE: Route stays on Alt 19 southbound Helen Ellis Memorial Hospital Myrtle Ave N Bay Esplanade 10:15 10:45 11:15 11:45 12:15 12:45 1:15 1:45 2:15 2:45 3:15 3:45 4:15 4:45 5:15 5:45 6:15 6:45 7:15 7:45 8:15 8:45 9:15 9:45 10:15 10:45 11:15 – Mandalay Ave 10:08 10:38 11:08 11:38 12:08 12:38 1:08 1:38 2:08 2:38 3:08 3:38 4:08 4:38 5:08 5:38 6:08 6:38 7:08 7:38 8:08 8:38 9:08 9:38 10:08 10:38 11:08 – vd 10:00 10:30 11:00 11:30 12:00 12:30 1:00 1:30 2:00 2:30 3:00 3:30 4:00 4:30 5:00 5:30 6:00 6:30 7:00 7:30 8:00 8:30 9:00 9:30 10:00 10:30 11:00 11:30 Bl – 10:15 10:45 11:15 11:45 12:15 12:45 1:15 1:45 2:15 2:45 3:15 3:45 4:15 4:45 5:15 5:45 6:15 6:45 7:15 7:45 8:15 8:45 9:15 9:45 10:15 10:45 11:15 PALM HARBOR iew – 10:00 10:30 11:00 11:30 12:00 12:30 1:00 1:30 2:00 2:30 3:00 3:30 4:00 4:30 5:00 5:30 6:00 6:30 7:00 7:30 8:00 8:30 9:00 9:30 10:00 10:30 11:00 Bay Park lfv – – 10:23 10:53 11:23 11:53 12:23 12:53 1:23 1:53 2:23 2:53 3:23 3:53 4:23 4:53 5:23 5:53 6:23 6:53 7:23 7:53 8:23 8:53 9:23 9:53 10:23 10:53 South Bound Beach Walk Gu – – 10:15 AM 10:45 11:15 11:45 12:15 PM 12:45 1:15 1:45 2:15 2:45 3:15 3:45 4:15 4:45 5:15 5:45 6:15 6:45 7:15 7:45 8:15 8:45 9:15 9:45 10:15 10:45 880 Mandalay Island Estates Publix S Island Estates Publix i dg e New Clearwater Br Bay Park North Bound Beach Walk Alt 19 Bayshore/Palm Harbor Blvd TARPON SPRINGS Runs Every Half Hour Monday through Sunday Downtown Clearwater, Dunedin, Palm Harbor, and Tarpon Springs Safford St Tarpon Ave Milwaukee Ave North & South Clearwater Beach 23 Dodecanese Blvd Intermittant MAP NOT TO SCALE Tarpon Island Garden Island Garden Downtown Downtown Springs Estates Tarpon Estates Avenue Downtown Palm Sponge Downtown Avenue Publix Clearwater Dunedin Harbor Springs Dunedin Clearwater Publix Docks – 10:30 AM 11:30 12:30 PM 1:30 2:30 3:30 4:30 5:30 6:30 7:30 8:30 9:30 10:30 11:30 – 10:37 11:37 12:37 1:37 2:37 3:37 4:37 5:37 6:37 7:37 8:37 9:37 10:37 11:37 10:00 11:00 12:00 1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 10:10 11:10 12:10 1:10 2:10 3:10 4:10 5:10 6:10 7:10 8:10 9:10 10:10 11:10 – 10:25 11:25 12:25 1:25 2:25 3:25 4:25 5:25 6:25 7:25 8:25 9:25 10:25 11:25 – 10:30 11:30 12:30 1:30 2:30 3:30 4:30 5:30 6:30 7:30 8:30 9:30 10:30 11:30 – 11:00 12:00 1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 – 11:23 12:23 1:23 2:23 3:23 4:23 5:23 6:23 7:23 8:23 9:23 10:23 11:23 – – 11:30 12:30 1:30 2:30 3:30 4:30 5:30 6:30 7:30 8:30 9:30 10:30 11:30 – – Wheelchair service provided on all trips. These trips operate on Friday and Saturday only. NOTE: The Trolley serves Tarpon Ave, Safford St, and Orange St in Tarpon Springs and Nebraska Ave, 11 St, and Florida Ave in Palm Harbor Northbound ONLY. The Southbound trolleys stay on Alt. 19. Times shown are scheduled but may vary due to weather, traffic, or other unforeseen events. There are several stops along the route. Jolley Trolley bus stop signs are located right below PSTA bus and/or trolley stop signs. Riders may transfer for free between the two services, just ask the driver for a transfer. Jolley Trolley fares are the same as PSTA, and Jolley Trolley passes are valid on PSTA. To learn more, call the Jolley Trolley at (727) 445-1200. Bay Park Effective 10-07-12 The Jolley Trolley is the perfect way to enjoy sightseeing and shopping without the stress of finding your way around town, parking, and traffic jams. Enjoy stops in each of these towns: Tarpon Springs Tarpon Springs is two cities in one. The Historic Downtown, with its 1900’s train depot, is Tarpon’s art and antique district. The Sponge Docks brought Greek Spongers in 1905 and is still a working port with sponge and fishing boats, shops and the best in Greek dining. Palm Harbor Welcome to Palm Harbor! Stop and experience our downtown area, home to many historic buildings such as the Rheba Sutton White Chapel. Come and enjoy great food, unique shopping, fun festivals and events held on Florida Avenue and at “Pop” Stansell Park, lively night life, and entertainment. Visit Palm Harbor Chamber of Commerce or Old Palm Harbor Main Street for information. Dunedin Visit quaint, active Dunedin and enjoy unique shopping and delicious dining, nightlife, great beaches, and fun special events – several that celebrate the city’s Scottish ancestry. Plus there's Toronto/Dunedin Blue Jays baseball, a beautiful marina, historical museum, golf, art, and more! Downtown Clearwater Downtown Clearwater’s Cleveland Street District offers an art-filled streetscape overlooking Clearwater Harbor’s Memorial Causeway Bridge. Enjoy restaurants and live entertainment at the Historic Capitol Theatre. Every Wednesday from October to May find produce at the Farmer’s Market and a monthly Friday festival and events that attract crowds for free music and fun! Clearwater Beach Visit 3 miles of powdery, white, sugar sand and endless sunshine. Enjoy daily festivals at Sunsets at Pier 60 and free weekend movies. Marina, jet skis, dolphin boat tours, fishing and more. See Clearwater Marine Aquarium, home of Winter the Dolphin. Beach lodging, resorts, spas, restaurants, night life and World Famous Grouper sandwiches. Come take a walk and enjoy special events along our fabulous new Beach Walk. Fares Jolley Trolley 24 (Exact change required) Regular All Day Pass $4.50 Reduced All Day Pass $2.25* Regular Cash $2.00 each way Reduced Cash $1.00 each way* Youth Cash $1.25 each way* Adult Student Cash $1.25 each way* Transfer FREE to & from PSTA PSTA GO Cards are also accepted. *Reduced fare is offered to Seniors 65 and older with government-issued photo ID that shows age or Pinellas Suncoast Transit Authority (PSTA) ID card; Medicare cardholders (show original card); and Disabled citizens with PSTA ID card. Youth 18 and younger must show government-issued photo ID that shows age, school photo ID, or PSTA ID card. Adult Students must show PSTA ID Card. NOTE: Fares are subject to change. Service Hours North and South Clearwater Beach service runs once every half hour, every day, Monday through Sunday. Service to downtown Dunedin, downtown Palm Harbor, and downtown Tarpon Springs service runs once an hour on Friday, Saturday, and Sunday ONLY. Effective 10-7-12 Service operated by Clearwater Jolley Trolley 483 Mandalay Ave, Ste 213 Clearwater, FL 33767 (727) 445-1200 www.clearwaterjolleytrolley.com The Jolley Trolley appreciates the community support and financial assistance provided by the Pinellas Suncoast Transit Authority, the City of Clearwater, the Clearwater Downtown Development Board, the City of Dunedin, Pinellas County, and the City of Tarpon Springs. Connecting The Jolley Trolley service is operated in two parts. One route circles Clearwater Beach while the other goes to the mainland from Island Estates Publix to serve downtown Dunedin, Palm Harbor, and Tarpon Springs. The trolleys connect at Island Estates Publix. To make transferring easier, we suggest that you purchase a One-Day Unlimited Ride pass from the driver. © 2010 Pinellas Suncoast Transit Authority (PSTA) Printed materials designed by the PSTA Marketing Department Clearwater Beach Bay Park Sheraton Sand Key Shephard’s Clearwater Marina Crabby Bill’s Beach Walk Pier 60 Clearwater Marine Aquarium Publix Island Estates Plaza Frenchy’s Rockaway Grill 880 Mandalay Ave Downtown Clearwater, Dunedin, Palm Harbor, Tarpon Springs Island Estates Plaza Downtown Clearwater Downtown Dunedin Downtown Palm Harbor Downtown Tarpon Springs Tarpon Springs Sponge Docks 25 ST. PETERSBURG TROLLEY AGREEMENTS 26 AGREEMENT This Agreement made by and between the PINELLAS SUNCOAST TRANSIT AUTHORITY, an independent special district, (“PSTA”), with its principal place of business located at 3201 Scherer Drive, St. Petersburg, Florida 33716, and the LOOPER GROUP, INC., (the “Looper”), with its principal place of business located at 244 2nd Avenue N, Suite 201, St. Petersburg, Florida 33701, (collectively, the “Parties”) and entered into on this ___ day of _______________, 2012. WHEREAS, the Looper has provided transportation services to St. Petersburg; and WHEREAS, the Looper presently operates a circulator route servicing St. Petersburg; and WHEREAS, PSTA has provided a grant to the Looper to assist in funding the Looper’s expansion of service and reduction in fares; and WHEREAS, PSTA wishes to continue to provide a grant to the Looper to maintain expanded service and reduced fares. NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and further good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by the Parties, it is agreed that: 1. Recitals. The above recitals are true and correct and incorporated herein. 2. Contract Term. The initial term of this Agreement shall commence on October 1, 2012, and terminate on September 30, 2013. This Agreement may be renewed for one (1) year term(s), each a “Renewal Term”, upon mutual written agreement of the Parties. 3. Grant Funding. PSTA shall provide a grant to the Looper in the total amount of One Hundred Forty Thousand U.S. Dollars and NO/100 ($140,000.00). This amount will be paid in equal monthly installments on the fifteenth (15th) day of each month, with the first payment due on November 15th. All costs charged to the grant, including any approved services contributed by the Looper or others, shall be supported by properly executed time records, invoices, executed payrolls, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges 4. Use of Funds. The Looper shall use the funds provided under this Agreement solely for the purposes of: A. Maintaining the headway on the Looper’s downtown circulator route of fifteen (15) minutes. The Looper’s existing route(s) and schedule(s) are depicted in the route map(s) attached hereto as Exhibit A. Presently, the Looper begins operating its trolley route(s) at 10:00 a.m. each day of the week; B. Maintaining the fares charged by the Looper on its existing route of $0.50 for regular riders and $0.25 for elderly and disabled riders and riders with medicare cards. 00173398.DOC Page 1 of 7 27 5. Reports. The Looper shall provide written and oral reports to PSTA describing the allocation of this grant, including but not limited to details showing how PSTA’s funds have been expended, the receipt and expenditure of all other sources of funds by the Looper, ridership and other statistics showing the effect of the Looper’s service described in paragraph 4 above, and financial statements. The Looper reports will include all data and the results of rider surveys conducted periodically and randomly on the Looper route, which surveys are to be conducted by the Looper in accordance with federal regulations. 6. Examination of Records. The Looper shall at any time during normal business hours and as often as PSTA or its duly authorized representative may deem necessary make available for examination all Looper records, books, documents, papers, and the data with respect to all matters covered by this Agreement and shall permit PSTA and/or its designated authorized representatives to audit and examine all records, books, documents, papers, and data whatsoever, which is related to this Agreement. All such records, books, documents, papers, data and any such material related to this Agreement shall be retained for four (4) years from the termination date of this Agreement. All records, however, that are subject to audit findings shall be retained for four (4) years in the manner prescribed above or until such audit findings have been resolved, whichever is later. Nothing herein shall be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida. 7. Compliance with Laws. The Looper shall comply with all federal, state, county and local laws, rules and regulations applicable to PSTA. This includes all applicable regulations of the Federal Transit Administration and Florida Department of Transportation, including but not limited to those regulations requiring a System Safety Plan, the drug and alcohol regulations, charter service regulations, and ADA regulations. The Looper must also comply with all applicable laws regarding drug-free workplaces. If it is ever determined that this Agreement violates any federal, state, county or local law, rule or regulation, it shall terminate immediately. 8. Financial Statements and Reports. The Looper shall deliver audited financial statements to PSTA within ninety (90) days of its fiscal year end date, March 31st. Within sixty (60) days of the end of the initial term of this Agreement and any Renewal Term, if any, the Looper shall deliver to PSTA an audit report in compliance with all required procedures related to the system for reporting and maintaining data in accordance with the National Transit Database (NTD) requirements and definitions set forth in 49 CFU Part 630, Federal Register, January 15, 1993, and as presented in the NTD Reporting Manual. The audit report shall include findings as to the Looper’s compliance with the terms of this Agreement and all information that is required for PSTA to prepare PSTA’s annual NTD Report which is submitted to the Federal Transit Administration. The audit report and audited financial statements shall be prepared by an independent CPA licensed to practice in the State of Florida. 9. Routes and Fares. All Looper routes, fares, and scheduled services must be approved by PSTA. Any substantial changes to the fixed route, fares or scheduled services, or additions to the fixed routes, fares or scheduled services must first be approved by PSTA. The Looper shall notify its passengers prior to any substantial route changes and all fare changes. A substantial route change is any change of service of 25 percent or more of transit route miles of a 00173398.DOC Page 2 of 7 28 route, or 25 percent or more of the number of transit revenue vehicle miles of a route completed on a daily basis for the day of the week for which the change is made, or a new transit route is established. PSTA shall participate in joint marketing efforts with the Looper, provide assistance with the development of marketing materials and provide assistance with the installation of signage. 10. Service Changes. In considering a request for approval of a service change under paragraph 9 above, PSTA will consider such factors as whether the service will affect any existing or planned service and routes of PSTA, whether the proposed service change will be compatible with PSTA’s service and routes, whether the proposed service change will deny adequate service to the Looper service area, whether the Looper has the ability to operate adequately the proposed service change, and other such relevant factors. In considering a request for a fare change, PSTA will consider the economic, environmental and social impact of the fare change. 11. PSTA Regulations. The Looper shall abide by any regulations PSTA may adopt in the future governing public transit operators in PSTA’s service area. 12. Assignment. The Looper shall not assign this Agreement except upon written consent of PSTA, which PSTA may grant or deny in PSTA’s sole discretion. 13. Indemnification. The Looper shall indemnify, defend, and hold harmless PSTA, its directors, officers, employees and agents from and against any and all losses, liabilities, damages, injuries, claims, suits, demands, costs and expenses of every kind and nature, including legal fees and disbursements and including claims for equitable relief of any kind or nature, arising out of or in connection with in any way for any act, error, or omission committed during the performance of this Agreement, including, but not limited to, the Looper’s provision of public transit service, or in any way arising out of this Agreement. This provision shall include claims made by employees of the Looper against PSTA and the Looper waives its entitlement to immunity under Chapter 440, Florida Statutes, with regard to such claims. The provisions of this paragraph shall survive the termination of this Agreement, however terminated and shall not be limited by the amount of any insurance required to be obtained or maintained under this Agreement. The Looper also shall require that any contractor or subcontractor with whom the Looper contracts for the operation of all or part of its service or for the maintenance of its vehicles execute a hold harmless agreement agreeing to indemnify PSTA under the same terms as this paragraph 15. Nothing contained herein shall be construed as a waiver of or limitation of any immunity or defense PSTA may be entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. 14. Liability. PSTA assumes no liability or responsibility for any acts or omissions of the Looper or of the Looper’s agents, servants, subcontractors, or for any property of contractors, or employees the Looper, its agents, servants or employees or any other person’s property which is damaged, lost or stolen. 15. Insurance. The Looper shall maintain the following insurance coverage during the term of this Agreement: Workers’ Compensation & Employers’ Liability Injury 00173398.DOC Statutory Page 3 of 6 29 General Liability Bodily Injury/Occurrence/Property Damage $1,000,000/$1,000,000/100,000 Automobile Liability Combined Single Limit $1,000,000 The Looper shall provide PSTA with a certificate of insurance evidencing that the above-described coverage is in effect. The certificate shall provide that PSTA is an additional insured, that the Looper’s insurance policies are primary to PSTA’s insurance policies and that any reduction of the policy limits of any said policies or the cancellation of said policies shall not be effective without first providing PSTA with thirty (30) days’ written notice. 16. Contact with the Looper. PSTA shall deal directly with the Looper’s Administrator and has no right to and will not directly control the activities, work and operations of the Looper’s employees. This includes the method of operating any vehicle. Any rights PSTA may have to control the Looper’s operations do not alter the responsibility for the safety of the Looper’s operations for which the Looper is solely responsible. 17. Termination. If the Looper fails to comply with any provision of this Agreement, PSTA may terminate this Agreement for default. Termination shall be effected by serving a notice of termination on the Looper setting forth the manner in which the Looper is in default. PSTA shall, for breach or default, allow the Looper a minimum of seven (7) days in which to cure any defect, except if the breach or default arises from the misuse or misapplication of PSTA’s funds, fraud, misfeasance or intentional breach or default, in which case no opportunity to cure will be provided. When an opportunity to cure is provided, the notice of termination will state the time period in which the cure is permitted and other appropriate conditions. If the Looper fails to remedy to PSTA’s satisfaction the breach or default, within the time period set forth in the notice of termination by PSTA when an opportunity to cure is provided, PSTA shall have the right to terminate this Agreement. Any such termination for default shall not in any way operate to preclude PSTA from also pursuing all available legal remedies against the Looper for said breach or default, including but not limited to specific performance and the refund of any PSTA funds paid to the Looper. In the event that PSTA elects to waive its remedies for any breach by the Looper of any covenant, term or condition of this Agreement, such waiver by PSTA shall not limit PSTA’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement. 18. Attorneys’ Fees. In the event of legal action or other proceeding arising under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all its reasonable attorneys’ fees and cost incurred in the prosecution or defense of such action, or in any post-judgment, or collection proceedings and whether incurred before suit, at the trial level or at the appellate level, further including any reasonable attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining the amount of attorneys’ fees and costs due to the prevailing party. This shall include any bankruptcy proceedings. The reasonable costs to which the prevailing party will be entitled include costs that are taxable under any applicable statute, rule, or guideline, as well as costs of investigation, copying costs, electronic discovery costs, mailing and delivery charges, costs of conducting legal research, consultant and expert witness fees, 00173398.DOC Page 4 of 6 30 travel expenses, court reporter fees and mediator fees, regardless of whether such costs are taxable under any applicable statue, rule or guideline. 19. Appropriation. In the event PSTA’s Board of Directors decides not to appropriate the necessary funds for this grant during any year of this Agreement, then this Agreement shall terminate without either party having any further responsibility to the other. 20. Jurisdiction and Venue. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Florida. The Parties consent to jurisdiction over them and agree that venue for any state action shall lie solely in the Sixth Judicial Circuit in and for Pinellas County, Florida, and for any federal actions shall lie solely in the U.S. District Court, Middle District of Florida, Tampa Division. 21. Notices. All notices provided for under this Agreement shall be in writing and shall be served on the Authorized Representative of the receiving party and deemed to have been duly given: a. on the date of delivery, if delivered personally to the party to whom notice is given, or if made by telecopy directed to the party to whom notice is to be given at the party's telecopy number listed below, or b. on receipt, if made by telecopy directed to the party to whom notice is to be given at the party's telecopy number listed below or if mailed to the party to whom notice is to be given by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows: PSTA: Brad Miller, Chief Executive Operator Pinellas Suncoast Transit Authority 3201 Scherer Drive St. Petersburg, Florida 33716 Telephone: (727) 540-1800 Fax No.: (727) 540-1913 With required copy to: Alan S. Zimmet, Esq., General Counsel 2570 Coral Landings Blvd., Suite 201 Palm Harbor, Florida 34684 Telephone: (727) 723-3772 Fax No.: (727) 723-1421 Looper: Karl Johannson, President Looper Group, Inc. 244 2nd Avenue N, Suite 201 St. Petersburg, Florida 33701 22. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and shall be binding on their legal representatives, successors and assigns. This Agreement shall not be effective until executed by an authorized representative of PSTA and an authorized representative of the Looper, and cannot be amended or altered in any way unless such 00173398.DOC Page 5 of 6 31 amendment be in writing and signed by an authorized representative of PSTA and by an authorized representative of the Looper. No forbearance to exercise any right or privilege under this Agreement shall constitute a waiver of any such terms, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance had occurred. 23. Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, that provision shall be severable and the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and this Agreement shall be treated as though that portion had never been a part thereof. 24. References. The headings and section references in this Agreement are inserted only for the purpose of convenience and shall not be construed to expand or limit the provisions contained in such sections. 25. No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed as creating any personal liability on the part of any elected official, officer, employee or agent of PSTA, nor shall it be construed as giving any rights or benefits to the general public or other entity other than the Parties. 26. Authorization. The undersigned represent and warrant that they have full authority to execute this Agreement on behalf of their respective parties. IN WITNESS WHEREOF, the Parties have made and executed this Agreement on the date first written above. Witness: Pinellas Suncoast Transit Authority Print Name: Brad Miller, Chief Executive Officer APPROVED AS TO FORM: Alan S. Zimmet, General Counsel Witness: Looper Group, Inc. Print Name: Karl Johansson, President 00173398.DOC Page 6 of 6 ExhibitA 32 33 CENTRAL AVENUE TROLLEY AGREEMENT THIS AGREEMENT is entered into on this _____ day of _________, 2012, by and between PINELLAS SUNCOAST TRANSIT AUTHORITY (“PSTA”), an independent special district, with its principal place of business located at 3201 Scherer Drive, St. Petersburg, Florida, 33716, and the CITY OF ST. PETERSBURG (the “City”), a Florida municipal corporation with its principal place of business located at 175 Fifth Street North, St. Petersburg, FL 33701 (collectively referred to as the “Parties”). WHEREAS, PSTA and the City desire to provide public transportation in the downtown area of St. Petersburg, Florida; and WHEREAS, the Looper Group, Inc. previously provided trolley services from Grand Central Station to the St. Petersburg Pier; and WHEREAS, PSTA desires to expand the trolley services on Central Avenue by providing service between the St. Petersburg Pier and St. Pete Beach (“Central Avenue Trolley”). NOW, THEREFORE, the Parties, in consideration of the covenants, conditions and mutual obligations contained herein, the receipt and adequacy of which are hereby acknowledged, agree as follows: 1. RECITALS. The above recitals are true and correct and incorporated herein. 2. CENTRAL AVENUE TROLLEY. PSTA shall operate the Central Avenue Trolley in accordance with the expanded route map, which is attached hereto as Exhibit A and incorporated by reference. 3. REDUCED FARE ZONES. The passenger fares charged for Central Avenue Trolley routes between Grand Central Station and BayWalk (“Reduced Rate Zone”) shall be at a reduced rate of Zero U.S. Dollars and 50/100 ($0.50) per passenger, per ride. PSTA shall not charge passengers any fare for routes between Bay Walk and the St. Petersburg Pier, including the surface parking lots for the St. Petersburg Pier (“Free Fare Zone”). Any passengers utilizing daily, monthly, or other pre-paid passes will not be charged a fare. 4. SUBSIDY. The City shall pay PSTA Zero U.S. Dollars and 50/100 ($0.50) per passenger, not to exceed an annual maximum of Seventy-five Thousand U.S. Dollars and NO/100 ($75,000.00), on a monthly basis. The subsidy paid to PSTA of $0.50 is a match for each passenger boarding in the Free Fare Zone and for cash paying passengers boarding in the Reduced Fare Zone who does not utilize a pre-paid pass and who does not ride outside the Reduced Fare Zone which would result in the passenger paying a full cash fare. PSTA shall submit a monthly invoice to the City within thirty (30) days after the completion of each calendar month and payment shall be remitted no later than thirty (30) days after the receipt of each invoice. 00174791.DOCX{00174791.DOCX} 34 5. TERM. This Agreement shall be effective for a one (1) year period commencing October 1, 2012 and terminating on September 30, 2013. The Parties may only extend or renew the term of this Agreement by mutual written agreement. 6. TERMINATION. a. WITHOUT CAUSE. This Agreement may be terminated without cause by either party by upon ninety (90) days’ written notice of its intent to terminate. b. WITH CAUSE. In the event the City fails to comply with any provision of this Agreement, including failure to make timely payment of undisputed invoices, PSTA may, in its sole discretion, terminate this Agreement upon thirty (30) days’ written notice to the City. 7. NOTICES. a. All notices, requests, demands or deliveries, and other communications which are required or permitted under this Agreement shall be in writing and sent to the respective addresses below: If to PSTA: Chief Executive Officer Pinellas Suncoast Transit Authority 3201 Scherer Drive St. Petersburg, Florida 33716 Fax No. 727-540-1913 If to the City: Director, Transportation & Parking Mgt. City of St. Petersburg One 4th Street N. St. Petersburg, FL 33701 Fax No. 727-551-3326 With required copy to: Alan S. Zimmet, General Counsel Zimmet, Unice & Salzman, P.A. 2570 Coral Landings Blvd., Suite 201 Palm Harbor, Florida 34684 b. Either party may change its above contact information by providing written notice to the other party. 8. HOLD HARMLESS. PSTA and the City agree, to the extent permitted by law, to indemnify, defend and hold the other harmless for the negligent acts omissions of their employees and officers and for any violations of federal or state law or regulation, including but not limited to 42 U.S.C. §1983, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, and Chapter 760, Florida Statutes. Nothing contained herein shall be construed as a waiver of any immunity from or limitation of liability the City or PSTA may be entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. The obligations contained in this Paragraph shall survive the termination of this Agreement, however terminated. 00174791.DOCX{00174791.DOCX} 35 9. MISCELLANEOUS. a. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The City and PSTA consent to jurisdiction over them and agree that venue for any state action shall lie solely in the Sixth Judicial Circuit in and for Pinellas County, Florida, and for any federal action shall lie solely in the U.S. District Court, Middle District of Florida, Tampa Division. b. Entire Agreement. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement among the Parties and supersedes any and all prior negotiations, oral agreements or representations made or relating to the subject matter of this Agreement. c. Assignment. This Agreement may not be assigned without the prior written consent of the other party. Such consent shall not be unreasonably withheld or delayed. d. Third Party Rights. This Agreement shall not be construed to create any rights, claims, or benefits to any person other than the Parties hereto. e. Severability. If any of the provisions of this Agreement are held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provisions shall be deemed separate, severable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected thereby. f. Headings and Paragraph References. The headings and paragraph references in this Agreement are inserted only for the purpose of convenience and shall not be construed to expand or limit the provisions contained in such paragraphs. g. Authorization. Both parties to this Agreement represent and warrant that they are authorized to enter into this Agreement without the consent and joinder of any other party and that the individuals executing this Agreement have full power and authority to bind their respective entities to the terms hereof. h. Modification. This Agreement may not be amended or altered except by mutual written agreement of the Parties. No waiver shall be valid unless set forth in writing and signed by the party waiving its rights, claims, or remedies available at law. In the event either party elects to waive its remedies for breach of this Agreement, such a waiver shall not limit that party’s remedies for any subsequent breach of that or any other term of this Agreement. i. Non-Appropriation. The obligations of the Parties as to any funding required pursuant to this Agreement shall be limited to an obligation in any given year 00174791.DOCX{00174791.DOCX} 36 to budget and appropriate from legally available funds, after monies for essential services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, a party shall not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the party pursuant to this Agreement. IN WITNESS WHEREOF, the Parties have hereto made an executed this Agreement on the date first above written. Witness: Pinellas Suncoast Transit Authority Print Name: Brad Miller, Chief Executive Officer Approved as to form: ____________________________________ Alan S. Zimmet, General Counsel Witness: City of St. Petersburg, Florida Print Name: By: Print Name: _________________________ As its:______________________________ Approved as to Content and Form _______________________________ City Attorney (Designee) By: ________________________ Assistant City Attorney 00174791.DOCX{00174791.DOCX} Attest: ______________________________ Eva A. Andujar, City Clerk A FARE ZONES St. Petersburg Pier FREE FARE ZONE 2 St C Williams Park Downtown St. Petersburg Central Ave 4 St 3 St 1 Ave N 2 Ave N B BayWalk 50¢ FARE ZONE Fares on this route depend upon where you board the trolley. When traveling westbound, pay when you exit based upon the zone you’re in. When traveling eastbound, pay when you board based upon the zone you’re in. Seniors and riders with disabilities may ride for half fare in the $2 zone ($1) with valid ID. Youth and Student reduced fares are accepted. GO Cards are accepted for all trips. 31 St S Timepoint; see scheduled times. Board at bus stop signs located frequently along the route. Landmark 34 St S Central Ave 66 St $2 FARE ZONE NOTE: Map not to scale West Central Shopping Center Pasadena Shopping Center Av e $2 FARE ZONE Cswy Gulf Blvd E Coquina Way Gulf Tradewinds Way Resorts F ST. PETERSBURG PIER TO ST. PETE BEACH/PASS-A-GRILLE ST. PETE BEACH/PASS-A-GRILLE TO ST. PETERSBURG PIER MONDAY - THURSDAY A Depart The Pier – – – – – – – – – – – – – – – 10:05AM – 10:30 11:00 11:30 11:45 12:00PM 12:15 12:30 12:45 1:00 – 1:35 – 2:05 2:35 3:05 3:20 3:35 3:50 4:10 4:25 4:40 5:05 – – – – – – – – – – B C C D BayWalk Arrive Williams Park Depart Williams Park Grand Central Station – – – – – – – – – – – – – – – 10:08 – 10:33 11:03 11:33 11:48 12:03 12:18 12:33 12:48 1:03 – 1:38 – 2:08 2:38 3:08 3:23 3:38 3:53 4:13 4:28 4:43 5:08 – – – – – – – – – – – – – – – – – – – – – – – – – 10:20 – 10:45 11:15 11:45 12:05 12:15 12:30 12:45 1:00 1:15 – 1:50 – 2:20 2:50 3:20 3:35 3:50 4:05 4:25 4:40 4:55 5:20 5:50 6:00 6:20 7:15 7:35 7:50 8:35 9:20 9:45 10:05 – – 6:20 6:35 6:50 7:05 7:20 7:35 8:00 8:25 8:55 9:25 – 9:55 – 10:25 – 10:55 11:25 11:55 12:15 12:25 12:40 12:55 1:10 1:25 – 2:00 – 2:30 3:00 3:25 3:45 4:00 4:15 4:35 4:50 5:05 5:30 6:00 6:10 6:30 7:25 7:45 8:05 8:45 9:25 9:45 10:10 – 6:10 6:35 6:50 7:05 7:20 7:35 7:50 8:15 8:40 9:10 9:40 – 10:10 – 10:40 – 11:10 11:40 12:10 12:30 12:40 12:55 1:10 1:25 1:40 – 2:15 – 2:45 3:15 3:40 4:00 4:15 4:30 4:50 5:05 5:20 5:45 6:15 6:25 6:45 7:40 8:00 8:20 9:00 9:40 10:00 10:25 E F F E D C Grand Central Station 6:30 7:10 7:30 7:50 8:05 8:20 8:35 8:50 9:20 9:45 10:10 10:45 – 11:15 11:30 11:45 – 12:15 12:50 1:20 1:40 1:50 2:10 2:20 2:35 2:50 – 3:25 – 3:55 4:20 4:45 5:10 5:20 5:40 6:00 6:10 6:30 6:55 7:15 7:35 7:55 8:45 9:10 9:25 10:10 10:45 11:05 – E 75 Ave 75 Ave 9 Ave 9 Ave & & & & Gulf Blvd Gulf Way Gulf Way Gulf Blvd – 6:30 7:00 7:10 7:25 7:40 X 7:55 8:10 8:35 X 9:00 X 9:30 X 10:00 – 10:30 X – 11:00 – 11:30 X 12:00 X 12:30 12:50 1:00 1:15 X 1:30 1:45 2:00 X – 2:35 – 3:05 X 3:35 4:00 X 4:20 4:35 4:50 X 5:10 5:25 5:40 X 6:05 6:35 6:45 7:05 8:00 8:20 8:40 9:20 10:05 10:35 11:00 – 6:45 7:15 7:25 7:40 7:55 8:10 8:25 8:50 9:15 9:45 10:15 – 10:45 – 11:15 – 11:45 12:20 12:50 1:10 1:20 1:35 1:50 2:05 2:20 – 2:55 – 3:25 3:55 4:20 4:40 4:55 5:10 5:30 5:45 6:00 6:25 6:50 7:05 7:25 8:15 8:40 9:00 9:40 10:25 10:50 – – 6:50 7:15 7:30 7:45 8:00 8:15 8:30 9:00 9:25 9:50 10:25 – 11:00 – 11:25 – 11:55 12:30 1:00 1:20 1:30 1:50 2:00 2:15 2:30 – 3:05 – 3:35 4:00 4:25 4:50 5:05 5:20 5:40 5:55 6:10 6:35 7:00 7:15 7:35 8:25 8:50 9:05 9:50 10:25 10:50 – B A Williams Park BayWalk Arrrive The Pier 6:55 7:35 7:55 8:15 8:30 8:45 9:00 9:15 9:45 10:10 10:35 11:10 – 11:40 11:55 12:10 – 12:40 1:15 1:45 2:05 2:15 2:35 2:45 3:00 3:15 – 3:50 – 4:20 4:45 5:10 5:35 5:45 6:05 6:25 6:35 6:55 7:20 7:35 8:00 8:20 9:05 9:30 9:45 10:30 11:05 11:25 – 7:10 7:50 8:10 8:30 8:45 9:00 9:15 9:30 10:00 10:25 10:55 11:25 11:40 11:55 12:10 12:25 12:40 12:55 1:30 2:00 2:20 2:30 2:50 3:00 3:15 3:30 3:45 4:05 4:20 4:35 5:00 5:30 5:50 6:00 6:20 6:40 6:50 7:15 7:35 7:50 8:15 8:35 9:20 9:45 10:00 10:45 11:20 – – – – – – – – – – 10:01 10:26 10:56 11:26 11:41 11:56 12:11 12:26 12:41 12:56 1:31 2:01 – 2:31 – 3:01 3:16 3:31 3:46 4:06 4:21 4:36 5:01 – – – – – – – – – – – – – – – – – – – – – – – – – – 10:05 10:30 11:00 11:30 11:45 12:00 12:15 12:30 12:45 1:00 1:35 2:05 – 2:35 – 3:05 3:20 3:35 3:50 4:10 4:25 4:40 5:05 – – – – – – – – – – – – – – – – – – D C B A Grand Central Station Williams Park BayWalk Arrrive The Pier 6:55 7:35 7:55 8:15 8:30 8:45 9:00 9:15 9:45 10:10 10:35 11:10 – 11:40 11:55 12:10 – 12:40 1:15 1:45 2:05 2:15 2:35 2:45 3:00 3:15 – 3:50 – 4:20 4:45 5:10 5:35 5:45 6:05 6:25 6:35 6:55 7:20 7:35 8:00 8:20 9:05 9:30 9:45 10:30 10:50 11:25 11:35 11:55 – – 7:10 7:50 8:10 8:30 8:45 9:00 9:15 9:30 10:00 10:25 10:55 11:25 11:40 11:55 12:10 12:25 12:40 12:55 1:30 2:00 2:20 2:30 2:50 3:00 3:15 3:30 3:45 4:05 4:20 4:35 5:00 5:30 5:50 6:00 6:20 6:40 6:50 7:15 7:35 7:50 8:15 8:35 9:20 9:45 10:05 10:45 11:05 11:40 – – – – – – – – – – – – 10:01 10:26 10:56 11:26 11:41 11:56 12:11 12:26 12:41 12:56 1:31 2:01 – 2:31 – 3:01 3:16 3:31 3:46 4:06 4:21 4:36 5:01 5:31 – 6:01 – – 6:51 7:16 – 7:51 8:16 8:36 9:21 9:46 10:06 10:46 11:06 – – – – – – – – – – – – – 10:05 10:30 11:00 11:30 11:45 12:00 12:15 12:30 12:45 1:00 1:35 2:05 – 2:35 – 3:05 3:20 3:35 3:50 4:10 4:25 4:40 5:05 5:35 – 6:05 – – 6:55 7:20 – 7:55 8:20 8:40 9:25 9:50 10:10 10:50 11:10 – – – – – FRIDAY 8 Ave 1 Ave 75 Ave na Corey Palms of Pasadena Hospital de 9 Ave sa 21 Ave Pa NORTH Denotes Intermittent Service Corey Ave Grand Central Station LEGEND 1 Ave S D 37 Central Avenue Trolley A Depart The Pier – – – – – – – – – – – – – – – 10:05AM – 10:30 11:00 11:30 11:45 12:00PM 12:15 12:30 12:45 1:00 – 1:35 – 2:05 2:35 3:05 3:20 3:35 3:50 4:10 4:25 4:40 5:05 5:35 – 6:05 6:55 7:20 7:55 8:20 8:40 9:25 9:50 10:10 10:50 11:10 B C C D BayWalk Arrive Williams Park Depart Williams Park Grand Central Station – – – – – – – – – – – – – – – 10:08 – 10:33 11:03 11:33 11:48 12:03 12:18 12:33 12:48 1:03 – 1:38 – 2:08 2:38 3:08 3:23 3:38 3:53 4:13 4:28 4:43 5:08 5:38 – 6:08 6:58 7:23 7:58 8:23 8:43 9:28 9:53 10:13 10:53 11:13 – – – – – – – – – – – – – – – 10:20 – 10:45 11:15 11:45 12:05 12:15 12:30 12:45 1:00 1:15 – 1:50 – 2:20 2:50 3:20 3:35 3:50 4:05 4:25 4:40 4:55 5:20 5:50 6:00 6:20 7:10 7:35 8:10 8:35 8:55 9:40 10:05 10:25 11:05 11:25 – – 6:20 6:35 6:50 7:05 7:20 7:35 8:00 8:25 8:55 9:25 – 9:55 – 10:25 – 10:55 11:25 11:55 12:15 12:25 12:40 12:55 1:10 1:25 – 2:00 – 2:30 3:00 3:25 3:45 4:00 4:15 4:35 4:50 5:05 5:30 6:00 6:10 6:30 7:20 7:45 8:15 8:45 9:05 9:45 10:10 10:30 11:10 11:25 – 6:10 6:35 6:50 7:05 7:20 7:35 7:50 8:15 8:40 9:10 9:40 – 10:10 – 10:40 – 11:10 11:40 12:10 12:30 12:40 12:55 1:10 1:25 1:40 – 2:15 – 2:45 3:15 3:40 4:00 4:15 4:30 4:50 5:05 5:20 5:45 6:15 6:25 6:45 7:35 8:00 8:30 9:00 9:20 10:00 10:25 10:45 11:25 11:40 - Wheelchair Service Provided On All Trips E F F 75 Ave 75 Ave 9 Ave 9 Ave & & & & Gulf Blvd Gulf Way Gulf Way Gulf Blvd – 6:30 7:00 7:10 7:25 7:40 X 7:55 8:10 8:35 X 9:00 9:30 X 10:00 – 10:30 X – 11:00 – 11:30 X 12:00 X 12:30 12:50 1:00 1:15 X 1:30 1:45 2:00 X – 2:35 – 3:05 X 3:35 4:00 X 4:20 4:35 4:50 X 5:10 5:25 5:40 X 6:05 6:35 6:45 7:05 7:55 8:20 8:50 9:20 9:40 10:25 10:45 11:05 – – – 6:45 7:15 7:25 7:40 7:55 8:10 8:25 8:50 9:15 9:45 10:15 – 10:45 – 11:15 – 11:45 12:20 12:50 1:10 1:20 1:35 1:50 2:05 2:20 – 2:55 – 3:25 3:55 4:20 4:40 4:55 5:10 5:30 5:45 6:00 6:25 6:50 7:05 7:25 8:15 8:40 9:10 9:40 10:00 10:45 11:00 11:20 – – – 6:50 7:15 7:30 7:45 8:00 8:15 8:30 9:00 9:25 9:50 10:25 – 10:55 – 11:25 – 11:55 12:30 1:00 1:20 1:30 1:50 2:00 2:15 2:30 – 3:05 – 3:35 4:00 4:25 4:50 5:05 5:20 5:40 5:55 6:10 6:35 7:00 7:15 7:35 8:25 8:50 9:10 9:50 10:10 10:45 11:00 11:20 – – 6:30 7:10 7:30 7:50 8:05 8:20 8:35 8:50 9:20 9:45 10:10 10:45 – 11:15 11:30 11:45 – 12:15 12:50 1:20 1:40 1:50 2:10 2:20 2:35 2:50 – 3:25 – 3:55 4:20 4:45 5:10 5:20 5:40 6:00 6:10 6:30 6:55 7:15 7:35 7:55 8:45 9:10 9:25 10:10 10:30 11:05 11:15 11:35 – – Effective 6-3-12 X - These trips serve 1 Ave TIMES SHOWN ARE SCHEDULED BUT MAY VARY DUE TO TRAFFIC CONDITIONS, WEATHER OR UNFORESEEN EVENTS. 38 Central Avenue Trolley ST. PETERSBURG PIER TO ST. PETE BEACH/PASS-A-GRILLE ST. PETE BEACH/PASS-A-GRILLE TO ST. PETERSBURG PIER SATURDAY A Depart The Pier – – – – – – – – – – 10:05 AM 10:30 11:00 11:30 12:00 PM 12:35 1:00 1:35 2:05 2:35 3:10 3:35 4:10 4:40 5:05 5:35 – 6:05 6:45 7:20 7:55 8:20 8:40 9:15 9:50 10:10 10:50 11:10 B C C D E BayWalk Arrive Williams Park Depart Williams Park Grand Central Station – – – – – – – – – – 10:08 10:33 11:03 11:33 12:03 12:38 1:03 1:38 2:08 2:38 3:13 3:38 4:13 4:43 5:08 5:38 – 6:08 6:48 7:23 7:58 8:23 8:43 9:18 9:53 10:13 10:53 11:13 – – – – – – – – – – 10:20 10:45 11:15 11:45 12:15 12:50 1:15 1:50 2:20 2:50 3:25 3:50 4:25 4:55 5:20 5:50 6:00 6:20 7:00 7:35 8:10 8:35 8:55 9:30 10:05 10:25 11:05 11:25 – – 6:20 6:50 7:20 8:00 8:25 8:55 9:25 9:55 10:25 10:55 11:25 11:55 12:25 1:00 1:25 2:00 2:30 3:00 3:30 4:00 4:35 5:05 5:30 6:00 6:10 6:30 7:10 7:45 8:15 8:45 9:05 9:35 10:10 10:30 11:10 11:25 – 6:10 6:35 7:05 7:35 8:15 8:40 9:10 9:40 10:10 10:40 11:10 11:40 12:10 12:40 1:15 1:40 2:15 2:45 3:15 3:45 4:15 4:50 5:20 5:45 6:15 6:25 6:45 7:25 8:00 8:30 9:00 9:20 9:50 10:25 10:45 11:25 11:40 F F E 75 Ave 75 Ave 9 Ave 9 Ave & & & & Gulf Blvd Gulf Way Gulf Way Gulf Blvd – 6:30 7:00 7:25 7:55 8:35 9:00 9:30 10:00 10:30 11:00 11:30 12:00 12:30 1:00 1:35 2:00 2:35 3:05 3:35 4:05 4:35 5:10 5:40 6:05 6:35 6:45 7:05 7:45 8:20 8:50 9:20 9:40 10:15 10:45 11:05 – – X X X X X X X X X X X X – 6:45 7:15 7:40 8:10 8:50 9:15 9:45 10:15 10:50 11:15 11:45 12:20 12:50 1:20 1:55 2:20 2:55 3:25 3:55 4:25 4:55 5:30 6:00 6:25 6:50 7:05 7:25 8:05 8:40 9:05 9:40 10:00 10:35 11:00 11:20 – – – 6:50 7:15 7:45 8:15 9:00 9:25 9:50 10:25 10:55 11:25 11:55 12:30 1:00 1:30 2:05 2:30 3:05 3:35 4:00 4:30 5:05 5:40 6:10 6:35 7:00 7:15 7:35 8:15 8:50 9:10 9:50 10:10 10:35 11:00 11:20 – – 6:30 7:10 7:30 8:05 8:35 9:20 9:45 10:10 10:45 11:10 11:45 12:15 12:50 1:20 1:50 2:25 2:50 3:25 3:55 4:20 4:50 5:20 6:00 6:30 6:55 7:15 7:35 7:55 8:35 9:10 9:25 10:10 10:30 10:55 11:15 11:35 – – D C B A Grand Central Station Williams Park BayWalk Arrrive The Pier 6:55 7:35 7:55 8:30 9:00 9:45 10:10 10:35 11:10 11:35 12:10 12:40 1:15 1:45 2:15 2:50 3:15 3:50 4:20 4:45 5:15 5:45 6:25 6:55 7:20 7:35 8:00 8:20 8:55 9:30 9:45 10:30 10:50 11:15 11:35 11:55 – – 7:10 7:50 8:10 8:45 9:15 10:00 10:25 10:55 11:25 11:55 12:30 12:55 1:30 2:00 2:30 3:05 3:30 4:05 4:35 5:00 5:30 6:00 6:40 7:15 7:35 7:50 8:15 8:35 9:10 9:45 10:05 10:45 11:05 11:30 – – – – – – – – – 10:01 10:26 10:56 11:26 11:56 12:31 12:56 1:31 2:01 2:31 3:06 3:31 4:06 4:36 5:01 5:31 6:01 6:41 7:16 – 7:51 8:16 8:36 9:11 9:46 10:06 10:46 11:06 – – – – – – – – – – 10:05 10:30 11:00 11:30 12:00 12:35 1:00 1:35 2:05 2:35 3:10 3:35 4:10 4:40 5:05 5:35 6:05 6:45 7:20 – 7:55 8:20 8:40 9:15 9:50 10:10 10:50 11:10 – – – – – D C B A Grand Central Station Williams Park BayWalk Arrrive The Pier 7:35 7:55 8:30 9:00 9:45 10:10 10:35 11:10 11:35 12:10 12:40 1:15 1:45 2:15 2:50 3:15 3:50 4:20 4:45 5:15 5:45 6:25 6:55 7:20 8:00 8:40 9:10 9:30 9:55 10:40 11:10 11:25 – 7:50 8:10 8:45 9:15 10:00 10:25 10:55 11:25 11:55 12:30 12:55 1:30 2:00 2:30 3:05 3:30 4:05 4:35 5:00 5:30 6:00 6:40 7:15 7:35 8:15 8:55 9:25 9:45 10:10 10:55 11:25 11:40 – – – – – 10:01 10:26 10:56 11:26 11:56 12:31 12:56 1:31 2:01 2:31 3:06 3:31 4:06 4:36 5:01 – – – – – – – – – – – – – – – – – – 10:05 10:30 11:00 11:30 12:00 12:35 1:00 1:35 2:05 2:35 3:10 3:35 4:10 4:40 5:05 – – – – – – – – – – – – – – SUNDAY & HOLIDAYS A Depart The Pier – – – – – – – – – 10:05 AM 10:30 11:00 11:30 12:00 PM 12:35 1:00 1:35 2:05 2:35 3:10 3:35 4:10 4:40 5:05 – – – – – – – – – B C C D BayWalk Arrive Williams Park Depart Williams Park Grand Central Station – – – – – – – – – 10:08 10:33 11:03 11:33 12:03 12:38 1:03 1:38 2:08 2:38 3:13 3:38 4:13 4:43 5:08 – – – – – – – – – – – – – – – – – – 10:20 10:45 11:15 11:45 12:15 12:50 1:15 1:50 2:20 2:50 3:25 3:50 4:25 4:55 5:20 6:00 6:40 7:15 7:35 8:15 8:55 9:25 9:45 10:10 – 6:20 6:50 7:20 8:00 8:25 8:55 9:25 9:55 10:25 10:55 11:25 11:55 12:25 1:00 1:25 2:00 2:30 3:00 3:30 4:00 4:35 5:05 5:30 6:10 6:50 7:25 7:45 8:25 9:05 9:35 9:50 10:15 6:10 6:35 7:05 7:35 8:15 8:40 9:10 9:40 10:10 10:40 11:10 11:40 12:10 12:40 1:15 1:40 2:15 2:45 3:15 3:45 4:15 4:50 5:20 5:45 6:25 7:05 7:40 8:00 8:40 9:20 9:50 10:05 10:25 - Wheelchair Service Provided On All Trips E F F E 75 Ave 75 Ave 9 Ave 9 Ave & & & & Gulf Blvd Gulf Way Gulf Way Gulf Blvd 6:30 7:00 7:25 7:55 8:35 9:00 9:30 10:00 10:30 11:00 11:30 12:00 12:30 1:00 1:35 2:00 2:35 3:05 3:35 4:05 4:35 5:10 5:40 6:05 6:45 7:25 8:00 8:20 9:00 9:40 10:10 10:30 10:45 X X X X X X X X X X X 6:45 7:15 7:40 8:10 8:50 9:15 9:45 10:15 10:50 11:15 11:45 12:20 12:50 1:20 1:55 2:20 2:55 3:25 3:55 4:25 4:55 5:30 6:00 6:25 7:05 7:45 8:20 8:40 9:15 10:00 10:30 10:50 – 6:50 7:15 7:45 8:15 9:00 9:25 9:50 10:25 10:55 11:25 11:55 12:30 1:00 1:30 2:05 2:30 3:05 3:35 4:00 4:30 5:05 5:40 6:10 6:35 7:15 7:55 8:30 8:50 9:20 10:05 10:35 10:50 – 7:10 7:30 8:05 8:35 9:20 9:45 10:10 10:45 11:10 11:45 12:15 12:50 1:20 1:50 2:25 2:50 3:25 3:55 4:20 4:50 5:20 6:00 6:30 6:55 7:35 8:15 8:50 9:10 9:35 10:20 10:50 11:05 – Effective 6-3-12 X - These trips serve 1 Ave TIMES SHOWN ARE SCHEDULED BUT MAY VARY DUE TO TRAFFIC CONDITIONS, WEATHER OR UNFORESEEN EVENTS. 39 CEO’S PERFORMANCE EVALUATION FORM 40 Performance Review PSTA Chief Executive Officer August 2012 Pinellas Suncoast Transit Authority Instructions: Please take a few minutes to fill out Section 3 Feedback Questionnaire and review the suggested accomplishments for this past year and the recommended goals and objectives for the coming year. Your candid input would be extremely helpful to me as I work to expand and develop a new approach at PSTA. Thank you! 1 41 1. Major Achievements/Initiatives Ridership – Highest in PSTA History Labor Relations – Despite challenges along the way, successfully completed all 5 of the 2011initiated arbitrations related to terminated union employees. Created regular communication process with input from both unions on Health Insurance and other matters. New Services – Launched new Central Avenue Trolley and Clearwater Marine Aquarium services, both through innovated partnerships with record-breaking success. Budget Planning – Developed First Multi-Year Budget Plan. Established internal monthly budget performance tracking identifying savings to balance 4th future year. Board Governance – Worked to improve Board’s efficiency with creation of new, more flexible agendas and organized committee work with expanded board representation. Long Range Planning – Managed Alternative Analysis project to conclusion. Identified and began implementing collaborative “next steps:” - messaging/branding - bus study - LRTP Land Use Planning All to advance and improve plans through significant analysis and public input. Improved coordination of County’s Human Service Transportation with the takeover of CTC responsibilities by PSTA. Capital Improvement Program – Adopted first 5Year fiscally-constrained Capital Improvement Program. Established internal capital program management procedures to track performance. Lobbying – Acquired nearly $8.0M in DART & Concrete Replacement Procurement – Successfully managed two complex and important procurements: - Restructured DART Procurement to increase competition resulting in more than $500K in savings. - Re-issued Concrete procurement to be a “LowBid” procurement and successfully negotiated bidders’ insurance certification irregularities. Outreach – Made over 15 presentations to business, community, and public organizations. Initiated major public outreach effort to help with new service planning of North County Flex Routes instead of traditional consultant-led planning. Identified solution to Pinellas Park Restroom issue through personal outreach and analysis. Appointed to board positions with IPTA, APTA, and National Academies’ Transportation Research Board. discretionary grant funding from federal and state programs. Hired state lobbyist for PSTA and worked with Legislative Committee to get all of PSTA’s requests considered and most included in the HART-PSTA Consolidation legislation. 2 42 2. Major Challenges - Opportunities 1. Budget Pressures – Continue to develop innovative ideas on minimizing impacts of fuel, health insurance while maintaining a multi-year perspective. 2. Public Awareness – Create new innovative ways for all members of the public to get engaged, respond to Board Member input. Continue to work to engage the community in a thoughtful dialogue on what benefits might be possible with improved public transit. 3. Unmet Demand – Challenge to respond to historic ridership, demand for new services without new buses or significant cost increases. 4. Board Turnover – With 1/3 of PSTA Board Members changing in my first year, new officials on MPO, PPC and elsewhere, it will be critical to create mechanisms to allow these new members to get creatively engaged in PSTA activities. 5. Staff Turnover – The challenge to replace more than half of top management, losing nearly 75 years of experience is an opportunity for me to develop a new responsive organizational team to help me lead PSTA. 6. HART/PSTA Consolidation – It will be both a great opportunity for PSTA to identify better ways to coordinate, save resources, and provide more regional connections while also being a challenge to manage expectations and concerns employees and board members have in the outcome. 3 43 3. Feedback Questionnaire Please take a few minutes to provide a numerical score in the following 10 general performance areas. You may also provide narrative comments as needed. A narrative providing some further explanation of each performance area is provided to help guide you in developing your overall score. Your numerical score for each of the 10 evaluation categories will be averaged with the other Board Members’ Evaluation for a composite score in each area. 4 44 1. Organizational Leadership Does the CEO demonstrate the ability to provide organizational leadership in ways such as by defining appropriate corporate values, implementing methods to hold the organization accountable, achieve goals, solve problems, etc.? Does the CEO facilitate organizational change, work to increase productivity and improved performance while recommending modifications in service or programs in response to environmental changes? Score (1-5) Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 2. Future Opportunities & Investments Does the CEO demonstrate the ability to identify future opportunities in ways such as by anticipating issues and problems, looking for opportunities to invest in PSTA’s future, coordinating resources and identifying potential partners? Does he appear to stay aware of national trends and identifying their relevance to PSTA while identifying opportunities to create an innovative and sustainable agency for the long-term? Score (1-5) Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 5 45 3. Policy Development & Strategy Does the CEO demonstrate the ability to identify potential areas needing policy or policy direction? Does he demonstrate an ability to develop and present objective policy options for PSTA Board consideration through the presentation of clear, concise reports and presentations? Does he appear to be aware of “best practices” used by other cities/systems and how they might apply to PSTA? Does he show the ability to present strategies on how the PSTA staff and Board Members may address issues? Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Score (1-5) Comments: 4. Policy Implementation Does the CEO demonstrate the ability to understand the PSTA Chair and Board Members’ direction, desired outcomes, and intentions? Does he provide sufficient updates to the Board Members on actions taken, current status, future challenges, etc.? Does he appear to provide clean direction to the PSTA organization on policy decisions and intentions while providing mechanisms for monitoring performance and receiving feedback? Score (1-5) Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 6 46 5. Working Relationship with the PSTA Board (As a Governing Body) Does the CEO demonstrate the ability to have a good working relationship with the PSTA Board through ways such as by treating the entire PSTA Board in a fair and equitable manner, helping the Board make decisions based upon “best” available data and providing timely follow-up communications? Does he appear to establish relationships based upon mutual trust and respect? Score (1-5) Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 6. Working Relationship with Individual PSTA Board Members Does the CEO show the ability to work with individual Board Members to define problems, establish action plans, and respond to specific member requests and/or citizen/customer service issues brought forth by members? Does he listen to feedback and criticism and takes appropriate action? Does he keep individual PSTA Board members informed on key issues? Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 7 Score (1-5) 47 7. Financial Resource Management Does the CEO demonstrate the ability to develop a financially-responsible budget, identify opportunities to reduce service costs while improving transit service, and analyze the financial impacts of recommendations and decisions? Does he seem to instill an organizational value of continuous improvement and prudent financial management? Does he explore methods for adequately funding PSTA and for expanding PSTA resources through partnering with others? Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Score (1-5) Comments: 8. Human Resource Management Does the CEO appear to work to make PSTA a preferred employer that recruits and retains a skilled competent staff? Does he demonstrate the ability to encourage the PSTA staff to think creatively and to take innovative action? Does he develop the capacity of the organization through professional development and training? Does the CEO demonstrate that he can develop a professionally-competent workforce that is motivated to serve the community and PSTA’s customers? Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 8 Score (1-5) 48 9. Community Leadership & Relations Does the CEO maintain visibility in the community by attending meetings and participating in events? Does he show an ability to develop effective relations with key business and community leaders, listen to citizen, customer, and community concerns, needs, and issues? Is he viewed as an effective advocate for improving and expanding public transportation in Pinellas County? Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Score (1-5) Comments: 10. Project Management Does the CEO show the ability to execute complex projects within approved project budgets, on schedule, and in accordance with quality plans? Does he work to coordinate project interrelationships to ensure sequencing and cost effectiveness? Does he develop and monitor project or contract performance standards and make sound recommendations within the framework of PSTA policies and goals? Does he always demonstrate the highest ethical standards? Score (1-5) Please provide an overall numerical rating for this category on a scale of 1 (worse) to 5 (best). If you wish, feel free to write any comments in the space below. Comments: 9 49 3. Suggested DRAFT Goals for July 2012 – June 2013 Recommendation that the PSTA Finance & Performance Management Committee Ratify Goals Once Overall Performance Management Goals for PSTA are Established Later this Year. 1. PSTA Organization • Continue to develop and improve “culture” of PSTA organization to establish PSTA as a progressive, innovative organization, always responsible to the community it serves, that is able to implement the necessary changes identified by the PSTA Board’s Improvement Goals. • Identify Agency Performance Management Goals • Add key leaders, responsive to the organization to the management team. • Ensure that State Legislative Officials consider PSTA’s positions on the HART/PSTA Consolidation Study 2. Strategic Planning Lead the PSTA Board through a deliberative process that includes: • Bus Study - Completing and Adopting the PSTA 2040 Bus Transit Plan • Messaging Study - Making a Determination on the Date for Seeking a Public Referendum on a 1% Sales Tax following the approval of a coordinated Messaging/Branding Plan for articulating the value of transportation investment. • LRTP Assistance - Advance land-use planning that is coordinated with transportation planning in coordination with the MPO and PPC. • Outreach – Expand collaboration role with local municipalities, community and business groups as well as at the state and federal level. 3. Short Term Goals • Implement 3 North County Flex Routes • Complete Construction of a Pinellas Park Bus Terminal • Continue Collaborative Labor Negotiations 4. Funding • Continue to manage PSTA’s operating and capital program budgets within multi-year planning horizons. • Actively pursue increased state, federal, and long-term sustainable local funding levels. 10 50 4. Compensation (CEO’s Recommendation) Wage Life Insurance Car Severance Pay Vacation Deferred Compensation Current $170,000 $500K Term Life $0 3 net months 4 weeks FRS + 1 for 1 Match to 457 Plan 11 Proposed FY13 $170,000 Same $0 3 net months 4 weeks Same Change $0 None $0 None None None