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2001-24603 RESO RESOLUTION NO. 2001-24603 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA), IN THE AMOUNT OF $50,000, TO PROVIDE TRANSPORTATION DEMAND MANAGEMENT (TDM) SERVICES TO MIAMI BEACH; AND FURTHER AUTHORIZING A LUMP-SUM TRANSFER OF THE ABOVE MENTIONED FUNDS TO MBTMA, AS SEED FUNDING, FROM THE MIAMI BEACH PARKING ENTERPRISE FISCAL YEAR 2001-02 BUDGET. WHEREAS, the Miami Beach Transportation Management Association (MBTMA) is a public-private, non-profit 501 (c)(4) organization specifically established to develop, coordinate, and implement transportation demand management (TOM) services to Miami Beach, meaning transit alternatives to the private automobile; and WHEREAS, since MBTMA's inception in 1996, the City has provided the "seed funding" needed by the Association to perform the above-mentioned services, as specified in the Agreement; and WHEREAS, MBTMA's partners in Fiscal Year 2001-02 are proposed to be the City, contributing $50,000; the Florida Oepartment of Transportation (FOOT) at $130,000; and membership dues at $7,250; and WHEREAS, in consideration for the services to be provided by MBTMA in the attached Professional Services Agreement, the City wishes to provide for its annual lump-sum contribution, in the amount of $50,000. NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve and authorize the Mayor and City Clerk to execute the attached Professional Services Agreement with the Miami Beach Transportation Management Association (MBTMA), in the amount of $50,000, to provide transportation demand management (TOM) services to Miami Beach; and further authorize a lump-sum transfer of the above- mentioned funds to MBTMA, as seed funding, from the Miami Beach Parking Enterprise Fiscal Year 2001-02 Budget. PASSED AND APPROVED this the 21st day of September , 2001. 7l!) MAYOR ATTEST: ~MMY p~ CITY CLERK APPROVED AS TO FORM & LANGUAGE & FOR EXEcunoN F:IWORK\$TRAIAMELIAIEWIMBTMA02.Memo.doc ~ ~-JY-tJ/ DIIiI CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.ci.miami-beach.fl.us COMMISSION MEMORANDUM From: Mayor Neisen O. Kasdin and Members of the City Commission Jorge M. Gonzalez k1 City Manager A RESOLUTION 0 THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA), IN THE AMOUNT OF $50,000, TO PROVIDE TRANSPORTATION DEMAND MANAGEMENT (TDM) SERVICES TO MIAMI BEACH; AND FURTHER AUTHORIZING A LUMP- SUM TRANSFER OF THE ABOVE MENTIONED FUNDS TO MBTMA, AS SEED FUNDING, FROM THE MIAMI BEACH PARKING ENTERPRISE FISCAL YEAR 2001-02 BUDGET. Date: September 21, 2001 To: Subject: ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS Transportation Management Associations (TMAs) are public-private organizations, the purpose of which is to introduce, create, coordinate, and implement Transportation Demand Management (TOM) initiatives, such as van pools, carpools, local circulators and other programs, and to boost community awareness of such alternatives to the private automobile. These alternative modes of transportation help reduce traffic congestion, increase mobility, reduce demands on limited parking spaces, and enhance the quality of life within urban communities, such as Miami Beach. The Miami Beach Transportation Management Association (MBTMA) was created in January 1996 and was incorporated in October 1996 as an independent, non-profit 501 (c)(4) organization, through a partnership between the City of Miami Beach, the Florida Department of Transportation (FOOT), and the Miami Beach business community. This partnership funds the annual MBTMA initiatives as well as its operating budget. Although MBTMA continuously educates the major area employers about alternative programs for employee commuting (such as vanpoolslcarpools, shuttle service, emergency ride home, and park-and-ride programs) the employer response to date has been disappointing. As the traffic conditions worsen in Miami-Dade County, and concurrency issues become prevalent in Miami Beach, the City will have to be proactive and may have AGENDA ITEM DATE r~7 /VI q-2/-GL September 21,2001 Commission Memorandum Agreement with MBTMA Page 2 to consider a Transportation Management Ordinance (TMO), which may mandate such TOM alternatives. The first step toward proposing a TMO Ordinance has already been taken by the City, with the creation of three (3) Transportation Concurrency Management Areas (TCMAs), respectively for South, Middle and North Beach. The MBTMA is the implementation arm the City will utilize for the implementation of such TOM alternatives. In the mean time, MBTMA's main effort has been the Electrowave Circulator Shuttle Service, which has operated in South Beach for 3.5 years, carrying over 3.6 million riders. Over the last years, the City has maintained two professional service agreements with MBTMA for the performance of two separate but related functions, which in the long run, benefit the City and the Miami Beach community as a whole. This Agreement for the performance of the TOM services above-mentioned; and a future agreement (September 21, 2001 Agenda) which, in FY 2001-02, will make MBTMA fully responsible and accountable for the entire Electrowave Shuttle Project. The $50,000 Agreement, addressed by this Agenda Item, helps sustain MBTMA operations, in partnership with the Florida Oepartment of Transportation (FOOT), which contributes $130,000. In addition, MBTMA collects approximately $7,250 in membership dues each year. The City's contribution provides the "seed" funding needed by MBTMA to function as a public-private organization, since the FOOT funds are received in monthly installments, after a reporVinvoice is submitted to FOOT, by MBTMA. MBTMA's effectiveness and commitment to a Work Program has been confirmed by FOOT and City personnel who closely examine the monthly reports and the annual audit which MBTMA is required to submit. The 2001-02 Work Program (scope of services) which focuses on transportation demand management (TOM) issues, other than the Electrowave, is attached hereto as an exhibit to the proposed Agreement. The Parking Enterprise FY 2001-02 Budget provides funds for the $50,000 Annual City contribution to MBTMA. Funding history/previous years: Funding Sources Jan/Dec'96 Jan/Sept'97 1997-98 1998-99 1999-00 2000-01 FDOT $ 73,590 $45,420 $ 70,485 $ 75,000 $ 75,000 $100,000 CITY 50,000 35,000 50,000 50,000 50,000 50,000 Membership dues 2.000 12.000 12.000 12.000 12.000 12.000 Cash Totals ............ $125,590 $94,420 $132,485 $137,000 $135,000 $162,000 Plus: In-Kind/Sponsorship $53,385 $89,400 $172,950 $113,000 $ 99,600 $ 38,000 September 21,2001 Commission Memorandum Agreement with MBTMA Page 3 Proposed funding sources for FY 2001-02: FOOT CITY Membership dues Cash Totals $130,000 50,000 7.250 $187,250 + In-Kind/Sponsorship at $57,750" = $245,000 . . The in-kind/sponsorship services include in-kind donations for electrical, janitorial, parking permits, board member times, and volunteer staff time, marketing and advertising/publicity of TMA, use of Convention Center meeting room for board meetings and workshops, legal support and technical services. Miami Beach needs to achieve a balance between vehicular traffic demands (on the limited roadway system) and parking availability, and the demands for a better quality of life for residents, business owners, and visitors. Continued MBTMA activities will help ensure that other innovative transportation demand management (TOM) strategies, initiatives and programs recommended by the Miami Beach Municipal Mobility Plan and Transportation Concurrency Management Area (TCMA) Plan are implemented and operated successfully and effectively as soon as possible. The Administration recommends approval of the Resolution. JG/RM/'/tlC/'jAJ Attachments to the Professional Services Agreement: Exhibit A FY 2001-02 Work Program (scope of services) Exhibit B FY 2001-02 Required Performance Measures Exhibit C FY 2001-02 Operating Budget Exhibit 0 FY 2001-02 Budget Summary F:IWORD\$TRAIAMELlAIEWIMBTMA02.Memo.doc PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE MIAMI BEACH TRANSPORT A TION MANAGEMENT ASSOCIATION (MBTMA) FOR THE PROVISION OF TRANSPORTATION DEMAND MANAGEMENT SERVICES DURING FY 2001-02 THIS AGREEMENT made and entered into this ~f ~r day of S-ep/b'>>16tll. , 2001, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 and the MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIA TION-MBTMA (hereinafter referred to as Consultant), a non-profit, public- private 501(c)(4) organization, which address is 777 41st Street, Suite 330, Miami Beach, Florida 33140. SECTION 1 DEFINITIONS Agreement: This written Professional Services Agreement between the City and Consultant. City Manager: The Chief Administrative Officer of the City. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement, as described in Section 2. Project Coordinator: An individual designated by the City to coordinate, direct and review on behalf of the City all technical matters involved in the Services. Fixed Fee: Fixed amount paid to the Consultant to cover the costs of the Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673-7023. I SECTION 2 SCOPE OF WORK The scope of work to be performed by Consultant is set forth in Exhibit "A," entitled "Scope of Services" (Services). SECTION 3 COMPENSATION 3.1 FIXED FEE Consultant shall be compensated for the Services to be provided herein in an amount not to exceed Fifty Thousand and 00/1 00 Dollars ($50,000), for the Services set forth in Exhibit "A" hereto. All funds issued by the City to Consultant shall be placed by Consultant in an account designated solely and exclusively for the operation and administration of transportation demand management (TDM) services, other than the Electrowave Shuttle Project. 3.2 METHOD OF PAYMENT One lump-sum payment shall be made to the Consultant after execution of this Agreement, which effective date is October 1, 2001. Consultant shall be required to submit monthly reports and other submissions which detail the Consultant's work performed each month, as set forth in Exhibit "A". SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONSULTANT Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, Consultant shall comply with all applicable laws and ordinances, including but not limited to, applicable regulations of the City, County, State, Federal Government, ADA, EEO Regulations and Guidelines. 2 4.2 PUBLIC ENTITY CRIMES State of Florida Form PUR 7068, Sworn Statement under Section 287 .133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division. 4.4 PROJECT MANAGEMENT The Consultant shall appoint a qualified individual acceptable to the City to serve as Project Manager for the Services, who shall be fully responsible for the day-to-day activities under this Agreement and who shall serve as the primary contact for the City's Project Coordinator. 4.5 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of twelve (12) months, commencing on October 1, 2001, and ending September 30,2001. Funding for any additional term(s) shall be approved by the City and be contingent upon a favorable evaluation of the MBTMA by the City and the Florida Department of Transportation (FDOT). Notwithstanding the aforestated language, however, the City shall have no future obligation to renew this Agreement beyond the twelve-month term set forth herein. 4.6 TIME OF COMPLETION The Services to be rendered by the Consultant will commence on October 1, 2001, and will continue the services that the Consultant has been developing and implementing for the City, since the execution of the first Agreement with the City, which was effective January 1, 1996. Consulted shall adhere to a completion schedule, if so determined by the City and Consultant. 4.7 OWNERSHIP OF DOCUMENTS AND EOUlPMENT All documents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse by Consultant or the parties shall be approved in writing by the City. 4.8 INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily 3 injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant's performance of the Services pursuant to this Agreement; and to that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgements which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total compensation to the Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.9 INSURANCE REQUIREMENTS The Consultant shall not commence any work pursuant to this Agreement until all insurance required under this Subsection has been obtained and such insurance has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full force during the term of this Agreement and throughout the duration of the work the following insurance: 1. Professional General Liability in the amount of $1,000,000.00. 2. Workers Compensation & Employers Liability, as required pursuant to Florida statute. All policies are subject to the following provisions: All insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. The Citv must be named as an additional insured. Original certificates of insurance for the above mentioned coverages, or any other form of insurance as may be required by the City or the City designee, must be submitted to the City's Risk Manager for approval prior to any work commencing. These 4 certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. The Consultant is responsible for obtaining and submitting all insurance certificates for their consultants. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage must be given to the City's Risk Manager by the Consultant and its insurance company. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Subsection or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. 4.9.1 ENDORSEMENTS All of Consultant's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 4.9.2 CERTIFICATES Unless directed by the City otherwise, the Consultant shall not commence the Services until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Subsection (in its entirety) have been met and provided for. 4.10 TERMINATION, SUSPENSION AND SANCTIONS 4.10.1 Termination for Cause If the Consultant shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant ten (10) days to cure such 5 default. If such default remains uncured after (10) days, the City, upon seven (7) days notice to Consultant, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly assembled and delivered to the City at the Consultant's sole cost and expense. Consultant shall be paid for any Services satisfactorily performed up to the date of termination. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall additionally be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions, including reasonable attorney's fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.10.2 Termination for Convenience of City THE CITY MAY, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE SEVEN (7) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED IN SECTION 2 AND IN EXHIBIT "A" SHALL BE PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT CONSULTANT'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY, AS PROVIDED IN THIS SUBSECTION, CONSULTANT SHALL RETURN TO THE CITY A PROPORTION OF THE $50,000 IN FUNDS THAT WILL BE FRONTED BY THE CITY TO THE CONSULTANT, AS A LUMP-SUM AMOUNT. 4.10.3 Termination for Insolvencv The City also reserves the right to terminate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.10.2. 6 4.10.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Consultant under the Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.10.2. 4.10.5 Chan2es and Additions Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Consultant. Said amendment shall provide an equitable adjustment in the time of performance, and, if applicable, in compensation to Consultant, a reallocation of the task budget and, if applicable, any provision of this Agreement which is affected by said amendment. The City shall not reimburse the Consultant for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.11 AUDIT AND INSPECTIONS At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City and/or such representatives as the City may deem to act on its behalf, to audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Consultant shall maintain any and all records necessary to document compliance with the provisions of this Agreement. 4.12 ACCESS TO RECORDS Consultant agrees to allow access during normal business hours to all financial records to the City and/or such authorized representatives as it may deem to act on its behalf, and agrees to provide such assistance as may be necessary to facilitate financial audit by the City or its representatives when deemed necessary to insure compliance with applicable accounting and financial standards. Consultant shall allow access during normal business hours to all other records, forms, files, and documents which have been generated in performance of this Agreement, to those personnel as may be designated by the City. 7 4.13 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.14 SUB-CONSULTANTS The Consultant shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of sub- consultants, and any other person or entity acting under the direction or controls of the Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. All sub-consultants must be approved in writing prior to their engagement by Consultant. 4.15 EOUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.16 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 8 4.17 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or subcontractors. 2.18 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Project ManagerlMaintenance Manager appointed by Consultant and the Project Manager designated by the City. The Consultant's Project Manager and the City's Project Coordinator shall be designated promptly upon commencement of the Services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: Miami Beach Transportation Management Association (MBTMA) Judy I. Evans, Executive Director 777 41 st Street, Suite 330 Miami Beach, Florida 33140 (305) 535-9160 (305) 535-9157 - fax mbtma@earthlink.net TO CITY: City of Miami Beach Joseph W. Johnson, ill, Director Transportation Concurrency Management Division Project Coordinator 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33139 (305) 673-7000, Ext. 6185 (305) 604-2498 - Fax httD://JoseDh Johnson@ci.miami-beach.fI.us 9 WITH COPIES TO: Office of the City Attorney Attn: Murray H. Dubbin City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.19 LITIGATION JURISDlCTIONNENUE This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. 4.20 ENTIRETY OF AGREEMENT This writing and the Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. The Services and the Proposal Documents are hereby incorporated by reference into this Agreement. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City Commission of the City of Miami Beach. This Agreement shall be governed by and construed according to the laws of the State of Florida. 4.21 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes. 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: ~~ Mayor By: ~d' r tu.clu- City Clerk FOR CONSULTANT: FOR MBTMA: ATTEST: Corporate Seal \\CH2\ VOLl \ WORK\$TRA lAMELlA IFORMSIMBTMA.agrmt.doc APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ~ RI!6IoI "ilate 11 EXHIBIT "A" Miami Beach TMA . WORK PROGRAM (August 2001 - September 30, 2002) MISSION.;. To actively contribute to the improvement of Miami Beach's transportation systems. The Miami Beach TMA will identify problems and propose solutions based upon transportation demand management principles. The Miami Beach TMA will plan and implement programs aimed at improving local traffic and parking conditions and will encourage and assist positive actions by others in both the private and public sectors. The Miami Beach TMA will undertake its work in a manner that contributes to the area's economic and community development while sensitive to environmental concerns and the integrity of the historic district. The following goals and services are not based on individual areas or membership participation areas, but on the needs of the entire Miami Beach TMA membership. GOALS: 1. To Maintain an Effective TMA OrQanizational Structure by: a. Maintaining financial structure of the TMA. b. Monitoring financial progress. c. Developing long-range strategic plan. d. Supporting and continuing development of effective membership and outreach. e. Implementing Work Plan for 2001 - 2002 budget year. f. Maintaining & Managing Budget for 2001 - 2002 budget year. g. Execute Joint Participation Agreement with FOOT District VI. h. Coordinate Work Plan and funding with the Dade County MPO. Time Frame: August 2001 - Ongoing 2. Develop Business Community Awareness of Transportation Issues and TMA Activities and Services bv: a. Serving as an information clearinghouse for area employers, developers, property owners, and residents on local, state and national transportation-related issues, programs and activities. b. Development of Bi-Annual Miami Beach TMA newsletter to be known as Trans Update and its distribution/circulation to membership and potential members, businesses, and employers. c. Hosting bi-annual TMA workshops and/or seminars with speakers on local transportation related issues, relevant to the local business and residential community. d. Soliciting media coverage of TMA related projects and local transportation services, and planning issues through press releases, and invitations to TMA events, etc. e. Developing community based programs and events linked to carpooling, vanpooling, area shuttle service, local transit service, and bikeways. f. Coordinate transportation days at employment sites through Commuter Services of South Florida, to increase community awareness of alternative transportation, and to build constituency for membership. Time Frame: August 2001 - Ongoing 3. Research and Development: a. Continue to establish baseline transportation conditions using available City, County, and Regional data coordinated with previous member studies for short and long term project development. b. Utilize available resources to support the City's Concurrency Management Plan that includes the shuttle, carpooling, vanpooling, and park & ride programs. Time Frame: August 2001 . Ongoing .:l. 4. Reduce Drive-Alone Commuting Amona Miami Beach TMA Member Employees. Developers. and Businesses by Encouragina Implementation of TOM Strategies by: a. Identifying area travel patterns through Miami Beach TMA transportation surveys. b. Using survey results to develop customized program of TDM strategies with potential for vehicle reduction at individual employment sites. c. Assisting members in initial implementation of TDM programs. d. Offering follow-up assistance to members with existing programs. e. Assisting members in the selection and training of Employee Transportation Coordinators (ETC's). Conduct ETC training workshops and meetings in cooperation with CSSF. f. Developing information packets and presentations for use in new employee orientation. g. Hosting "Transportation Day" events at TMA member work sites. h. Producing and distributing generalized marketing materials to encourage commuters' use of alternative travel modes. I. Development of "Commuter Club" along with incentives that recognize and support successful commuting reduction participation. Time Frame: August 2001 - Ongoing 5. Dissemination of Information: Educational Outreach: a. Define a public policy program. b. Publicize the results when completed through TMA annual newsletter. Time Frame: August 2001 - Ongoing 6. Provide Ridematching Services by: a. Utilizing and promoting regional ridematching services. b. Utilizing the regional ridematching services provided by Commuter Services of South Florida. Time Frame: August 2001 - Ongoing 3 7. Offer "special" TOM Services to Members: a. Promote guaranteed ride home program through the Commuter Services of South Florida program. b. Develop and implement transit-pass special discount fare rate in cooperation with MDT A and package shuttle farecards for hotels. c. Implement TMA-sponsored van pool program (in coordination with the Dade County MPO vanpool program). Time Frame: August 2001 - Ongoing 8. Program Implementation: a. Development and placement of Transportation Stations along shuttle/transit route (provide information on available park & ride options, parking lot locations, and other transportation related information). b. Develop the appropriate TDMITSM strategies as required through the City's Transportation Concurrency Management Division for the area based on study and survey results. c. Implement TDMITSM strategies as outlined above. Time Frame: August 2001 - Ongoing 9. Assist Members in Responding to Current and Future Transportation Issues by: a. Providing information on transportation-related ordinances (produce and distribute general information flyers, respond to direct employer inquiries). b. Advocating members' interests and views to regulatory bodies. Time Frame: August 2001 - Ongoing 10. Advocate and SUDDort Improvements and Enhancements to Local and Regional Transportation Services and Facilities throuah: a. Participation in City's local development plan advocating TDM. b. Attending City, County and special transportation and parking committee meetings and commenting when appropriate to insure support of commuting alternatives. c. Promotion of alternative transportation and Park & Ride opportunities. lj 10. Continued: d. Publishing local road improvement construction updates and alternative transportation and routes in TMA newsletter, and special mailings and informational brochure inserts as appropriate. Time Frame: August 2001 -Ongoing 11. Participation in the Transportation Activities of Local and Regional Transportation Service and Facilities Planning Aaencies bv: a. Representing members' interests at city and county transportation, parking and bikeways planning meetings. b. Participating on local transportation citizens advisory committees or task forces. c. Coordinating with MOTA on plans for bus service revisions to improve transit access to employment sites. d. Implementation of second phase of electric shuttle service in the MBTMA service area. e. Identifying opportunities for privately funded employment site transit services (local-area shuttles). Supporting development with technical assistance, institutional support, and financial support when possible. f. Working closely with local and regional transportation organizations and providers on parking and mobility related issues. g. Serving on Miami Dade County 'Special Task Force" for development of Back-to-Work welfare mobility program. h. Providing coordination services for special transportation needs such as New Year's Eve, major community events, etc. as requested by the City. Time Frame: August 2001 - Ongoing 12. Membership: a. Formulate membership and funding structure. b. Recruitment of additional private-sector members. c. Develop community-based events to increase TMA participation, membership, and visibility. Time Frame: August 2001 - Ongoing ~ 13. Monitor and Evaluate Progress: a. Tie in goals, objectives, programs and services to measure the effectiveness of: Membership, Public Awareness, Transportation Services, and Traffic Congestion. b. Adjust programs and services as necessary. Time Frame: Quarterly self review Formal ReAP review annually Prepared: June 28, 2001 , EXHIBIT "B" Required Performance Measures Actions Performance Benchmark! Source Targets Contributing Measures Results Factors Maintain Effective TMA Board Meetings 6 Meetings MBTMA Organizational Structure Maintain Financial MBTMA Structure Implement Work Monthly Plan Reports MBTMA Implement Community Employer Contacts 300 minimum MBTMA Employers Employer Awareness of a. Letter . Outreach Transportation Issues b. Telephone & TMA Activities c. Meeting d. Fax Bi-Annual 2 issues MBTMA TMA Ser- Newsletter vice Area Transportation 2 workshops! MBTMA Employers! Transporta- DaysIWorkshops community Community tion Days exhibits Events Research & Evaluate shuttle MBTMA TMA Development route & ridership Service Area Evaluate role of TMAin development of City's Municipal MObility Plan & Concurrency Mgmt. Assist with vanpooling Vans in Service Two MBTMA Employers development Reduce Parking . Parking spaces 5,000 spaces MBTMA City Parking Demands saved - needs Facilities reduced Reduce Traffic Vehicle miles 500,000 MBTMA South Congestion reduced commuter Beach Area miles Commuter Costs $.29/per mile Based on MBTMA South Saved commuter . . Beach Area miles reduced Pollutant Reductions 2000 EPA Formula Based on MBTMA South commuter Beach Area miles reduced Advocate & Support Business N/A MBTMA TMA Local Roadway & Awareness Service Traffic Improvements I Area Enhancements Increase Participation Participating Increased MBTMA in MBTMA employers & Board & businesses Membership Participation c:\...\fdotbud3.wpd rKUf'l FAX '10. Sep. 132001 10:12PM P2 EXHIBIT: C MIAMI BEACH TRANSPORTATION MANAGEMENT ASSN., INC. OPERATING BUDGET (October 1,2001 . September 30, 2001 No Benefits for Temporary Hourly P.""'MeJ W_p Regiwatlon Fees (Assn. CommuterTran.portation. National Conf8ran.... Southeastem Assn, CommuterTlansportation ~ Regional Conference. Sourhem Coalition Alternative Transportation ~ AMual Mb1-. NatJonal 'T"MA Summit) Airfare. hOlela=mmodations. ground Irsnsportation to stlend above workshop$ Envelopes, 'etlerhesd. business cards. address labels EXPENDITURES: SALARIES: Executive Director (20 hrs. Wkly.) Transportation Coordinator (20 hrs. Wkly.) Mar1<eting Assistant (20 hrs. Wkly.) Clerical Support (20 hrs. Wk/y.) Temporary Hourly Special Project Support FRINGE BENEFITS: @ 25%} TOTAL PAYROLL: OPERATING: Professional Development Travel (Local/Out of Area) Office Supplies Postage Rent (Office Space) Equipment Maintenance (Copier, fax, typewriter, computers) Telephone . Long Distance Telephone . Local OfficerlDirector Liability Insurance ai-Monthly Accounting Services Annual Aooit Printing - Stationary TOTAL OPERATING: BUDGET TOTAL: - - - - Does not indude FOOT appro'l/'&c:1 in..kind sel"tices as follows: Uti~rily/Janitorial Services Annual City Wide Partcing Permits (5) !I.:lrl<etingIAdvertising of 71IAA Soan! Mee6ng,.Workshop Room Use . Convention Center legaVfechnical Support ~on.1Suppon TOTAl.: S $ 38,500 25,500 20,000 12,500 20,000' 24.125 $ 140,625 $ 1,500- 2,000 - 3,500 2,750 14,925 2,000 2,500 1,750 5.500 3,600 5,100 1,500- $ 4&,625 $ 187,250~ $ 2,750 2.000 5,000 2.500 30,000 ~ 57,750 FROt1 : FAX flD. Sep. 132801 10:12PM P3 EXHIBIT 0 MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION, INC. BUDGET SUMMARY (October 1, 2001 - September 30, 2002) EXPENDITURES: PAYROLL: $ 140,625 46.625 OPERATING: EXPENDITURE TOTAL: $ 187,250 INCOME & SOURCES: CITY OF MIAMI BEACH MEMBERSHIP DUES $ 50.000 7,250 130.000 FOOT FUNDING TOTAL: $ 187,250 . . Does not indude FOOT approved in-kind "rvices totaling $57.750 for eJectrical. janitorial. parking p"nnits. donated board member 6me. metketing and advertising/publicity of TMA, use of Convention Center meeting room for Board Meetings and Workshops, volunteer staff time. legal suPPOrt and ted1nical se<vices.