Approve on-demand transit services agreement with Miami-Dade County

055(1)(d), Florida Statutes, transportation surtax proceeds may be used for the Services where a trip is not greater than five miles in distance; and WHEREAS, Section 29-124 of the Miami-Dade County (“County”) Code of Ordinances (“Code”) further allows eligible municipalities to use of their municipal share of the Citizens Independent Transportation Trust (“CITT”) surtax proceeds for the provision of the Services; and WHEREAS, on March 18, 2025, the Village published notice advising the public of a public hearing regarding the establishment of the Services to be held on April 8, 2025; and WHEREAS, the Village Council desires to enter into an interlocal agreement with the County, in substantially the form attached hereto as Exhibit “A,” relating to the provision of the Services for residents and visitors of the Village (the “Interlocal Agreement”); and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village.

055(1) (e), Florida Statues. 1.13 "STS", Special Transportation Service, is the component of the conventional transit system designed to provide comparable On-demand service to disabled individuals as mandated in the A.D.A.. 1.14 “Park-and-Ride Facility” Shall mean parking lots, garages, or other structures where the public can park their vehicles and board public transit, which includes but is not limited to buses and rail. ARTICLE 2 GENERAL REQUIREMENTS 2.1 Compliance with Applicable Laws and Regulations. The Municipality and its contractors, if any, shall comply with all existing and future laws, statutes, ordinances, codes, rules, regulations and procedural requirements, whether federal, state, or local, which are pg. 3 applicable to or in any manner affect, the provision of the On-demand service. The Municipality shall be responsible for requiring compliance of its employees, contractors, and agents with all applicable county, state and federal requirements, including, but not limited to, all safety, mechanical, and vehicular standards mandated by DTPW/PTRD. The Municipality shall be responsible for obtaining copies of the appropriate laws, regulations, ordinances, and documents and complying therewith. 2.2 The County Regulatory Requirements. Prior to the commencement of the On-demand service under this Agreement, the Municipality and/or its contractors, if any, shall have current and valid certificates of transportation, permits, and chauffeur registrations as required by Chapter 31 of the County Code. The Municipality and its contractors shall maintain such certificates, registrations and permits current during the Period of this Agreement. In no event shall the Municipality or any of its contractors provide any transportation services contemplated by this Agreement until any and all County regulatory requirements are satisfied. 2.3 Vehicle Licensing. All vehicles utilized to provide On-demand service shall at all times be properly licensed and permitted in accordance with applicable federal, state and county requirements. Vehicle operators shall comply with all safety, mechanical and vehicular standards mandated by any applicable county, state and federal requirements including, but not limited to, all safety, mechanical and vehicular standards mandated by DTPW/PTRD. 2.4 Vehicle Standards. Vehicles shall comply with all of the Requirements contained in Chapter 30 and 31 of the Code of Miami-Dade County, pertinent state statutes and other directives as may be prescribed and required by DTPW/PTRD. All vehicles utilized to provide transportation services authorized by this Agreement shall at all times display a current and valid county permit and shall comply with safety, mechanical and vehicular requirements mandated by applicable county, state or federal requirements, including A.D.A.. 2.5 Chauffeur Requirements. Vehicle chauffeurs shall at all times have a current and valid county chauffeur’s registration, vehicle chauffeurs shall also comply with any safety, mechanical and vehicle standards mandated by applicable county, state and federal requirements and as may be prescribed and required by DTPW/PTRD. 2.6 Proof of Compliance Prior to Operation. The Municipality and/or its contractors, if any shall provide the County with proof of compliance with licensure, insurance and any other requirements mandated by the County Code, state statute or federal law prior to commencement of the On-demand service. 2.7 Purchase of Services/Sole Responsibility. The parties concur that this Agreement is a contract for the provision of On-demand service provided by the Municipality for the benefit of residents of the Municipality and of the County. Municipality employees, agents and contractors providing On-demand services shall be considered to be, at all times, solely employees, agents or contractors of the Municipality under its sole direction and not employees, agents or contractors of the County. pg. 4 2.8 Compliance with A.D.A.. The Municipality’s On-demand service shall comply with all applicable requirements of the A.D.A.. The Municipality and the County recognize their joint obligation to provide STS in the area served by the Municipality’s On-demand service. In fulfillment of the Municipality’s obligation, the Municipality hereby allows the County to provide STS service at no cost to the Municipality. To the extent that any terms in the Agreement are in conflict with A.D.A., the requirements of the A.D.A. shall control. 2.9 Compliance with Procurement Requirements. The Municipality agrees to comply with applicable federal and state procurement requirements, as may be amended from time to time, when entering into contracts with third parties to fulfill the obligations under this Agreement. 2.10 County’s Right to Submit Proposals and Bids. The County shall be notified and given the opportunity to bid upon any Requests for Proposals (RFP), Requests for Qualifications (RFQ), or requests for bids issued by the Municipality for provision of services pursuant to this Agreement. 2.11 Drug-free Workplace and Testing. In accordance with the County Code, the Municipality shall certify that it will have dug-free workplace program. Further, the Municipality shall require pre-employment drug testing and other periodic drug testing for all persons holding safety-sensitive positions, as defined by U.S. D.O.T., related to transit operation. Effective upon execution of the Agreement, the Municipality shall require that its employees or contractor if applicable, comply with all applicable requirements of the U.S. D.O.T. regulations for drug and alcohol testing. To the extent that any terms in this Agreement are inconsistent with the US DOT regulation, the requirements of the U.S. D.O.T. shall control. 2.12 Municipality Representative. The Municipality shall designate individual(s) to act as liaison to the County and notify the County thereof. The Municipality shall promptly notify the County of any changes. 2.13 County Representative. The County shall designate individual(s) to act as liaison to the Municipality and notify the Municipality thereof. The County shall promptly notify the Municipality of any changes. 2.14 Amendments or modifications. Unless provided otherwise elsewhere in this Agreement, amendments and modifications to this Agreement must be in writing and shall require the signatures of the County Mayor or designee and the Mayor of the Municipality, or their designees, subject to authorization by their respective Boards. Notwithstanding the foregoing, amendments to this Agreement regarding alignments, schedules, and fares, as described in Section 2-150 (c) of the County Code, may be approved by the County Mayor or designee and the Municipality Manager or their designees. ARTICLE 3 ON-DEMAND SERVICE pg. 5 3.1 Provision of On-demand Services. The Municipality shall provide On-demand service as contained in Exhibits 1 and 2 attached herein. Such service plan must be subject to public input and approval by DTPW prior to implementation. Public notices shall comply with Title VI requirements, per

3 of this Agreement. In addition, the Municipality must notify the County under the following circumstances: 1) Prior to raising fares; 2) If the Municipality decides to site or locate a vehicle storage facility, maintenance facility or operations center which requires land acquisition or the displacement of persons from their residences and businesses for which a National Environmental Policy Act (NEPA) process has not been completed (NOTE: A facility does not include bus shelters, transit stations or power substations); 3) Prior to the submission of the Municipality’s Title VI Plan, the Public Participation Plan must be reviewed and approved by the County’s Office of Civil Rights and Labor Relations for the DTPW. The plan must include an outreach plan to engage the Municipality’s pre-determine traditionally underserved community; or 4) Prior to conducting either an Environmental Assessment (EA) or an Environmental Impact Statement (EIS) for new projects. 3.2 Fares. The Municipality shall operate the On-demand service charging a fare in accordance with public transit fares established by the Municipality’s legislative board, as may be modified from time to time. Initially no fare shall be collected until such a time as the Municipality’s legislative board enacts an Ordinance with an alternative fare structure. If an alternate fare structure is enacted, the Municipality shall accept all DTPW passes, transfers, or identification entitling a passenger to ride a vehicle without paying any additional fare. Qualified passengers shall pay no fare. DTPW Easy Cards and Tickets, or identification entitling a passenger shall be accepted to enable passengers to ride the On- demand service without paying an additional fare. 3.3 Connection and Coordination with County Bus Routes. All Municipality On-demand services shall be designed to feed the regional transit service in the most efficient manner possible. 3.4 Operation of Routes in Their Entirety. The Municipality shall be responsible for ensuring that On-demand service is operated in its entirety with no deviation from the approved routes and schedules unless otherwise authorized by the County. 3.5 On-demand Service Information. The County shall provide information on the Municipality’s On-demand service through DTPW’s routine and customary public information dissemination processes, including its transit information telephone service, and transit website. pg. 6 3.6 Issuance of On-demand Schedules. The County shall make available to its Metrobus, Metrorail and Metromover passengers map and schedules provided by the Municipality to DTPW. 3.7 Route Modifications. Before any major service change, including the development of new routes or route alignment changes greater than 20% (based on existing route alignment), the Municipality shall perform a technical analysis of proposed route alignments and schedules of the On-demand service. The proposed service shall not begin operation without first obtaining successful review and approval of DTPW, Service Planning and Scheduling Division. The Municipality shall follow DTPW’s Procedures for Establishing Municipal On-demand Routes. From time to time, the County may make significant adjustments to alignment of regional bus routes in order to improve service. In the event that these improvements result in combined (County bus service plus Municipality On-demand service) frequency of 29 minutes or less as defined in Chapter 31-102 of the County Code, the Municipality shall adhere to the route modification process establish herein. 3.8 Use of Logo. The Municipality may wish to design a logo uniquely identifying its On- demand service. If they do so, such logo shall at all times be displayed on the exterior of all vehicles operation pursuant to this Agreement. The County shall allow the display of the On-demand logo on the County’s bus stop signs at all stops common to the Municipality and the County bus routes does not interfere with previously placed signage, and is done in coordination with DTPW staff. The Municipality shall be responsible for placing the logo on the pertinent signs. 3.9 Non-Interference and Non-Disturbance. The County and the Municipality hereby mutually agree not to interfere with or unreasonably impede the free flow of pedestrian movement or of each other’s public transit vehicular traffic or passengers accessing or egressing County Metrobus or Municipality On-demand in-service vehicles. 3.10 Miscellaneous. The Municipality or Municipality’s Contractor shall provide adequate customer service training to its employees. Drivers, dispatchers and supervisors shall be subject to a training program inclusive of the recommended practices established by the American Public Transportation Association (APTA) in documents BTS-BO-RP-001-07 and BTS-BO-RP 0002-07 (copies have been previously been provided to the Municipality). ARTICLE 4 RECORDS AND REPORTS 4.1 Reporting Requirements. The Municipality shall collect or assure the collection of the following information (based on anonymized data): • Number of completed rides • Average journey time • Average distance per ride • Average utilization (passengers per vehicle hour) pg. 7 • Ridership (Average weekday, Saturday and Sunday) • Vehicle miles driven • Vehicle hours driven • No show rate • Cancellation rate • Average wait time • Average percentage of on-time pick up requests • Average percentage of requested rides completed • Top pick-up and drop-off locations • Number of passengers picked-up and dropped off at transit facilities including Metrorail, Miami-Dade Transitway and Park-and Rides. • Percentage of bookings shared Reports shall be submitted to the County on a quarterly basis. Additionally, the Municipality shall comply with any Federal and State reporting requirements applicable to the subject service. Quarterly reports shall include the information listed above in an aggregated format, including trends noticed. Quarterly reports shall be submitted to the County no later than the 15th day of the following month. The Municipality shall meet or exceed DTPW’s adopted service standards for On-demand transportation services. 4.2 Real Time Data. The Municipality agrees to provide to the County the real time On-demand service route information in a format approved by DTPW, or its successor department, such as provided by a Global Positioning System (GPS), and which is compatible with, and may be integrated into, the County’s smartphone transit tracker application and common third party applications. ARTICLE 5 INSURANCE The parties hereto acknowledge the Municipality is self-insured governmental entity subject to the limitations of

28, F.S. The Municipality shall institute and maintain a fiscally sound and prudent risk management program with regard to its obligations under this Agreement in accordance with the provision of

28, F.S. The Municipality shall collect and keep on file documentation of insurance of any and all private providers operating in the Municipality’s On- demand service. In the event that the Municipality contracts with a private vendor for services, the Municipality shall require contractor to meet the insurance requirements shown in Figure 1, as minimum. The Municipality shall further require the private operator to include the County as a named insured and shall provide the County with a copy of the insurance policy purchased by any contractor prior to the provision of On-demand service operations. Figure 1 Insurance Check List 1. Worker’s Compensation and Employer’s Liability per the statutory limits of the state of Florida. pg. 8 2. Commercial General liability (occurrence form), limits of liability $1,000,000 per occurrence for bodily injury property damage to include premises/ operations; products and completed operations; independent Contractors; broad form property damage endorsement and contractual indemnity (hold harmless endorsement exactly as written in “insurance requirements” of specifications). 3. Automobile Liability- $ 1,000,000 each occurrence owned/non-owned/ hired automobiles included. 4. Excess Liability- $________.00 per occurrence to follow the primary coverage. 5. The Municipality must be named as an additional insured on the liability policies and it must be named as an additional insured on the liability policies; and it must be stated on the certificate. 6. Other Insurance as indicated: ______Builders Risk completed value $_____________ ______Liquor liability $_____________ ______Fire legal liability $_____________ ______Protection and indemnity $_____________ ______Employee dishonesty bond $_____________ ___X__Other blanket fidelity bond $ 10,000.00 7. Thirty days written cancellation notice required 8. Best’s guide rating B+: VI or better, latest edition. 9. The certificate must state the bid number and title. ARTICLE 6 INDEMNIFICATION 6.1 The Municipality shall, to the extent permitted by law at all-time hereafter, indemnify and hold harmless the County, and its officers, agents, employees and instrumentalities from any and all liability, claims, losses and causes of action, including attorneys’ fees and costs of defense which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands suits, causes of actions or proceedings of any kinds or nature arising out of, or relating to or resulting from the negligence of the Municipality and/or its officers, employees, agents or instrumentalities, during the term of this Agreement. The Municipality shall resolve all claims and losses in connection therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments and reasonable attorneys’ fees which may issue thereon. The Municipality expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Municipality shall in no way limit the pg. 9 responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents or instrumentalities as herein provided. Nothing herein shall be deemed to indemnify the County from any liability or claim arising out of the negligent performance or failure of performance of the County, its officers, employees, agents or instrumentalities or any other related third party. This paragraph is subject to the limitations of

28, F.S. 6.2 The County shall, to the extent permitted by law at all times hereafter, indemnify and hold harmless the Municipality, and its officers, agents, employees and instrumentalities from any and all liability, claims, losses, and causes of action, including attorneys’ fees and costs of defense which the Municipality or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes, of actions or proceedings of any kind or nature arising out of, or relating to or resulting from the negligence of the County and/or its officers, employees, agents or instrumentalities, during the term of this agreement. The County shall pay all claims and losses in connections therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Municipality, where applicable, including appellate proceedings, and shall pay all costs, judgments and reasonable attorney’s fees which may issue thereon. The County expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the County shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Municipality or its officers, employees, agents or instrumentalities as herein provided. Nothing herein shall be deemed to indemnify the Municipality from any liability or claim arising out of the negligent performance or failure of performance of the Municipality, its officers, employees, agents or instrumentalities or any other related third party. This paragraph is subject to the limitations of

28, F.S. 6.3 In the event the Municipality contracts for transportation services authorized by this Agreement, the contractor shall, in its contract with the Municipality, be required to indemnify and hold harmless the County, and its officers, agents employees and instrumentalities from any and all liability, claims, liabilities, losses, and causes of action, including reasonable attorneys’ fees and cost of defense which the County, the Municipality or their officers, employees, agents and instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, or relating to or resulting from the provision of transportation services by the contractor and/or its officers, employees, agents or independent contractors. The contractor shall be required to pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County and Municipality, where applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys’ fees which may issue thereon. The Municipality shall require that the contract between and Municipality and the contractor include a provision which states that the contractor expressly understands and agrees that any insurance protection required by this agreement or otherwise provided by the contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County and the Municipality or their officers, employees, agents or instrumentalities as herein provided. Nothing herein shall be deemed to indemnify the County and the Municipality from any liability or claim arising out of the negligent performance of the County and the Municipality, their officers, employees, agents or instrumentalities or any other related third party. ARTICLE 7 pg. 10 FINANCIAL ASSISTANCE 7.1 Grant Matching Funds. Grant Matching Funds. The Municipality may, at its sole option, provide grant-matching funds for state and/or federal grants for capital or operating funds to be used for the Transportation Services. The County, upon agreement with the Municipality, may, but shall not be required to, provide all or part of cash or other types of matches required for state and federal grants which may be received by the Municipality for the Circulator service, or for expansion of the Circulator service, in future years. It is the sole responsibility of the Municipality to determine the source and dollar amount per source of funds to comprise the total contribution to the County for the provision of the Cutler Bay Circulator services as required in this agreement. 7.2 In the event the County seeks federal or state funds and a condition of receipt of said funds is the provision of operating statistics for the National Transit Database, County may require Municipality to maintain and provide the necessary data. Municipality’s Share of supplemental Federal Funding. Beginning with the first year in which the On-demand service’s operating statistics are reflected in the National Transit Database, where those operating statistics result in new or supplemental funds are solely attributable to the On- demand service’s properly reported operations, the County agrees to pay the Municipality its attributable share of federal formula funds received from US DOT no less than sixty(60) days after funding is received from the federal government, less any direct grants received by the Municipality from the County for the On-demand service, provided that the funds remitted to the Municipality herein shall be used for the expansion, enhancement or maintenance of the On-demand service program. As used herein, the Municipality’s attributable share shall be one half of the amount equivalent to those Supplemental Urbanized Area Formula Funds, as described in 49 U.S.C, Section 5307, as may be amended from time to time, that the County received as a direct result of On-demand service provided by the Municipality pursuant to this Agreement and as included in the National Transit Database. Said attributable share shall be calculated utilizing the following formula: Multiply by .5 the Municipality’s properly reported annualized Bus Revenue Vehicle Miles statistic that was used in the apportioned federal programs for a fiscal year “Unit Value for Bus Vehicle Miles for Urbanized Areas over 1,000,000” as reported in the table of Unit Values for Formula Grant Apportionments, published annually in the Federal Register. NOTE: Historically, apportioned funds are allocated to the County two (2) years after Bus Revenue Vehicle Miles are reported to federal government. 7.4 Comparable Agreements. In the event that the County enters into an Interlocal Agreement with any other municipality for On-demand services which are comparable to the services provided herein, County may agree to amend this Agreement, if requested by the Municipality, to provide substantially equivalent favorable terms to the Municipality as those provided in such other County/ Municipality Interlocal Agreements. pg. 11 ARTICLE 8 TERMS, MODIFICATIONS AND MISCELLANEOUS PROVISIONS 8.1 Terms of Agreement. This Agreement shall commence upon approval of the County’s Board of County Commissioners and the Municipality’s legislative board and the execution by the County Mayor or designee and Mayor of the Municipality or designee, and shall remain in force for five years thereafter. This Agreement may be renewed for up to two additional five (5) year renewal periods under the same contract terms and conditions upon mutual agreement by the County Mayor or designee and the Village Manager or designee. 8.2 Renegotiation or Modification. Any substantive changes in the level of service to be provided by the Municipality as set forth herein shall only be implemented after the County and the Municipality have entered into a written agreement describing the changed services, and the provisions of the County Code have been exercised. 8.3 Title VI and VII Civil Rights Act of 1964. The Municipality and its Contractors shall not discriminate against any person because of race, color, sex, religious background, ancestry or national origin in the performance of the Agreement. The Municipality and its Contractor agree to comply with any portion of the Title VI and VII of the Civil Rights Act of 1964 applicable to the operation of this route. The Municipality shall guarantee adequate public engagement prior to establishing a new or modifying an existing Municipality On-demand service. The following steps must be performed: 1) Advertise a notice of public hearing in English and Spanish; and 2) Conduct a minimum of one public hearing that gives the community an opportunity to voice their opinion concerning the proposed service. The Municipality shall provide to the County proof of newspaper Ad, and meeting minutes or adopted resolution. 8.35 Americans with Disabilities Act (A.D.A.) Title II of 1990. The Municipality, and its Contractors shall not discriminate against any person because of race, sex, religious background, ancestry, national origin or disability in the performance of the Agreement. The Municipality and its contractors agree to comply with all parts of the A.D.A. Title II applicable to the operation of this route. Furthermore, the Municipality, prior to putting into place and operating this route, shall provide the following evidence to the County of compliance with Tittle II of the A.D.A. as mandated by the Code of Federal Regulations Title 49 Parts 27.13 and 27.15: 1. The name and contact information of the Municipality’s A.D.A. Coordinator. 2. Evidence of A.D.A. notice posted in an accessible format on the Municipality’s website. 3. The A.D.A. notice shall be comprised of the following: a. Notice of nondiscrimination on the basis of disability (see Appendix X for sample), b. A.D.A. grievance procedure. c. An online contact form if applicable. pg. 12 d. Accessible contact information of the designated A.D.A. Coordinator, including phone number and email address. 8.4 Termination for Cause. This Agreement may be terminated for cause by either party upon no less than thirty (30) days written notice to the other party, except when On-demand service operations are in violation of health and/or safety-related provisions of state statutes or the County Code, in which case termination shall be determined by the County Mayor or designee. Said notice shall be delivered by verified facsimile transmission or certified mail, return receipt requested. The noticed party shall have the opportunity to cure any stated cause for termination within a reasonable notice period, in which case the termination party may cancel the termination notice using the same means by which the notice of termination was delivered. 8.5 Termination without Cause. The County or the Municipality may terminate this Agreement without cause upon no less than sixty (60) days written notice to the other party. If the County or the Municipality terminates this Agreement with or without cause, the Municipality agrees to reimburse the County on a prorated basis for any financial assistance it has received for the On-demand service for the year. 8.6 Notices. All notices and other communications required to be remitted pursuant to this Agreement to either party hereto shall be in writing and shall be delivered by verified facsimile transmission or certified mail, return receipt requested, to the parties at the address indicated below: FOR MIAMI-DADE COUNTY: Miami-Dade County Department of Transportation and Public Works 701 NW 1st Court, Suite 1700 Miami, Florida 33136 Attention: Director Fax: (786) 469-5406 FOR MUNICIPALITY Village of Pinecrest Attn: Village Manager 12645 Pinecrest Parkway Pinecrest, FL 33156 Phone: (305)234-2121 8.7 Complete and Binding Agreement. This writing embodies the full and complete agreement of the parties. No other terms, conditions or modifications shall be binding upon the parties unless in writing and signed by the parties. 8.8 Execution. This document shall be executed in five (5) counterparts, each of which shall be deemed an original. pg. 13 8.9 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective and duly authorized officers the day and year first above written. ATTEST: Village of Pinecrest A Municipal Corporation of the State of Florida By: _________________________ By: ____________________________ Yocelyn Galiano, ICMA-CM Date: Village Manager ATTEST: Miami-Dade County, a political Subdivision of the State of Florida JUAN FERNANDEZ-BARQUIN By Its Board of County Commissioners By: _________________________ By: ______________________________ CLERK Daniella Levine Cava Date: Miami-Dade County Mayor Approved by County Attorney as to form and legal sufficiency ________________________ Approved by Village Attorney as to form and legal sufficiency ________________________ pg. 14 Exhibit 1 (Service Area Map) pg. 15 Exhibit 2 (Span of Service Schedule) Freebee operates three (3) vehicles in the Village of Pinecrest. Three (3) vehicles Monday through Friday, 7:00 a.m. to 7:00 p.m. Two (2) vehicles Saturday, 10:00 a.m. to 10:00 p.m. One (1) vehicle Saturday from 12:00 p.m. to 5:00 p.m.