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2002-25015 Reso RESOLUTION NO. 2002-25015 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, 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 AUTHORIZING A LUMP-SUM PAYMENT, AS SEED FUNDING, UTILIZING FUNDS AVAILABLE IN THE FY 2002-03 PARKING ENTERPRISE PROFESSIONAL SERVICES ACCOUNT. WHEREAS, the Miami Beach Transportation Management Association (MBTMA) is a public-private, non-profit 501 (c)(4) organization that was specifically established to develop, coordinate, and implement transportation demand management (TOM) services to Miami Beach; and WHEREAS, since MBTMA's inception in 1996, the City and the Florida Department of Transportation (FOOT), under separate agreements with MBTMA, have provided the funds needed for the annual MBTMA operating budget; and WHEREAS, the City provides the "seed funding" needed for MBTMA to perform the above-mentioned services, while the FOOT contribution is made available to MBTMA after the fact, via the reimbursement method; and WHEREAS, in consideration for the services to be provided by MBTMA, pursuant to 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, FLORDIA, that the Mayor and City Commission hereby authorize 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 (TOM) services to Miami Beach; and authorize a lump-sum payment, as seed funding, utilizing funds available in the FY 2002-03 Parking Enterprise Professional Services account. PASSED AND APPROVED this the 26th , 2002. J;:t f~ CITY CLERK F:\WORK\$TRA\AMELlA\ELECTWVE\MBTMAagree.0203.doc APPROVED AS TO FORM & LANGUAGE & FOR EXECunoN 111 ~ 9-11/-&12- ~. c~ ~ CITY OF MIAMI BEACH COMMISSION ITEM SUMMARY m ~ Condensed Title: A Resolution authorizing the execution of a Professional Services Agreement with the Miami Beach Transportation Management Association (MBTMA), in the amount of $50,000, to provide transportation demand management services (TOM) to Miami Beach; and authorizing a lump-sum payment, as seed fundin ,utilizin funds available in the FY 2002-03 Parkin Enter rise Professional Services account. Issue: Shall the City renew its annual Agreement with MBTMA? Item Summa IRecommendation: The City and the Florida Oepartment of Transportation (FOOT) created MBTMA in 1996, to develop and help implement TOM initiatives in Miami Beach. Since then, the City and FOOT have funded the annual MBTMA operating budget, under separate agreements with MBTMA. The City's annual contribution is fixed at $50,000 (as seed funding), while FOOT's contribution averages $130,000 (via reimbursements). These funds maintain MBTMA as a public-private, non-profit organization. MBTMA's most successful and time- consuming TOM initiative has been the Electrowave Shuttle Service. The introduction of other initiatives, such as carpool, vanpool, and park-and-ride programs, has failed to receive the attention/support required from Miami Beach major employment centers and may come to being only after the City decides to mandate such programs, by adopting a Transportation Management Ordinance (TMO). The Administration recommends that the City execute the annual Agreement with MBTMA, in the amount of $50,000, utilizin funds available in the FY 2002-03 Parkin Enter rise Professional Services account. Advisory Board Recommendation: IN/A Financial Information: Source of Mount At;count APproved Funds: 1 $50,000 480.0461 .000312 IFi~.J 2 3 4 Total $50,000 City Clerk's Office Legislative Tracking: I Amelia Johnson Assistant City Manager City Manager \\CH2\VOL 1\WORK\$TRA\AMELlA\ELECTWVE\MBTMA02-03.CIS.doc AGENDA ITEM DATE R7L 9-J6-o:;" CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.ci.miami-beach.f1.us COMMISSION MEMORANDUM From: Mayor David Dermer and Members of the City Commission Jorge M. Gonzalez \~. City Manager 0 U A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE 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 AUTHORIZING A LUMP-SUM PAYMENT, AS SEED FUNDING, UTILIZING FUNDS AVAILABLE IN THE FY 2002-03 PARKING ENTERPRISE PROFESSIONAL SERVICES ACCOUNT. Date: September 26, 2002 To: Subject: ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS Transportation Management Associations (TMAs) are public-private organizations, the purpose of which is to introduce, create, and implement Transportation Demand Management (TOM) initiatives, such as local circulators, van pools, carpools, 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 demand 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. A partnership between the City and the Florida Department of Transportation (FOOT) provides the funds needed for the annual operating budget, as follows: o The City's annual lump-sum contribution is fixed at $50,000 and provides the "seed" funding needed by MBTMA to function as a public-private organization. o FOOT's annual contribution averages $130,000, and is received by MBTMA on a reimbursement basis. o MBTMA anticipates receiving $80,00 in "in-kind" services. FOOT requires that such non-cash amounts be included as part of the operating budget. September 26, 2002 Commission Memorandum FY 2002-03 MBTMA Operating Budget Page 2 So, the total proposed FY 2002-03 MBTMA Operating Budget is $260,000, being $180,000 in cash funds and $80,000 in in-kind services. Funding for the City's $50,000 annual contribution to MBTMA is available in the FY 2002- 03 Parking Enterprise Professional Services account. Attached as Exhibit '~" to the MBTMA Aareement, you will find the following proposed items for FY 2002-03: o MBTMA Work Program (Scope of Services) o MBTMA Budget Summary, including in-kind services o MBTMA Operating Budget, including in-kind services. MBTMA's effectiveness and commitment to a Work Program has been confirmed by FOOT and City, who closely examine its work product, as well as the monthly reports and annual audits which MBTMA is required to submit, as a non-profit organization. It is true that most MBTMA activities have been directed toward its first TOM initiative, the Electrowave Shuttle Service. Although MBTMA has also dedicated a lot of time, on two previous occasions, to implement carpool and vanpool programs in Miami Beach, the major employers involved failed to dedicate the effort and resources needed to incentive their employees to participate in such programs. As traffic conditions worsen in Miami-Dade County, and concurrency issues become more prevalent in Miami Beach, the City will have to be proactive in considering and adopting a Transportation Management Ordinance (TMO), which may mandate the implementation of such carpool and vanpool programs. Only after a TMO is in place will MBTMA be able to widen its range of duties, effectively. CONCLUSION: FOOT's annual contribution to MBTMA is contingent upon the City's annual $50,000 contribution. Combined, these funds allow MBTMA to continue operating as a public-private entity in Miami Beach, and performing the TOM services for which it has been hired, since 1996. The Administration recommends that the City execute another annual Professional Services Agreement with MBTMA, in the amount of $50,000, utilizing funds available in the FY 2002-03 Parking Enterprise Professional Services account. JG/R~AJ Attachments: Professional Services Agreement (with its Exhibit '~'1 F:\WORK\$TRA\AMELIA\ELECTWVE\MBTMAagree.0203.doc PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA) FOR THE PROVISION OF TRANSPORTATION DEMAND MANAGEMENT SERVICES DURING FY 2002-03 THIS AGREEMENT made and entered into this /)6 tL day of Jty1 ~ Kt tuA 2002, 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 ASSOCIATION-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. 1 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, 2002. 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, 2002, and ending September 30,2003. 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 1,2002, 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. Consultant shall adhere to a completion schedule, if so determined by the City and Consultant. 4.7 OWNERSHIP OF DOCUMENTS AND EQUIPMENT 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 (I %) 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 proximately resulting 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 written 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 City 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 ofthis 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 This Agreement shall only be modified, changed or amended by an instrument of equal dignity, executed by the officers and agents duly authorized by each respective party. 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 EQUAL 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 has been 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 Manager/Maintenance 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, III, Director Transportation Concurrency Management Division Proj ect Coordinator 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33139 (305) 673-7000, Ext. 6185 (305) 604-2498 - Fax http://JosephJohnson@ci.miami-beach. fl. 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 JURISDICTIONNENUE This Agreement shall be enforceable in Miami-Dade County, Florida, and iflegal 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 ofthe date first entered above. FOR CITY: ATTEST: BY:~ r~ City Clerk FOR CONSULTANT: ATTEST: CITY OF MIAMI BEACH, FLORIDA FOR MBTMA: Corporate Seal APPROVED M 10 FORM & LANGUAGE & FOR EXECUTION , fl.,- , q -(j)" Dati \\CH2\VOLl \WORK\$TRA \AMELIA \FORMS\MBTMA.agrmt.doc 11 .. ,-. . ~ "'::. EXHIBIT "A" MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION, INC. ~ ANNUAL WORK PLAN & BUDGET 2002 - 2003 Prepared For: Florida Department of Transportation - District Six & City of Miami Beach EXHIBIT: A Miami Beach TMA WORK PROGRAM (October 1. 2002 - September 30, 2003) NlISSION; 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 Oraanizational Structure by: a. Maintaining financial structure of the TMA. b. Monitoring financial progress. c. Maintaining long-r~nge strategic plan. d. Supporting and continuing development of effective membership and outreach. e. Implementing Work Plan for 2002-2003 budget year. f. Maintaining & Managing Budget for 2002-2003 budget year. g. Execute Joint Participation Agreement with FOOT District VI. h. Coordinate Work Plan and funding with the Dade County MPO. nme Frame: November 2002 - Ongoing 2. Develop Business Community Awareness of Transportation Issues and TMA Activities and Services by: 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. Printing and distribution of Quarterly Miami Beach TMA newsletter to membership and potential members, businesses, and employers. c. Hosting 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 altemative transportation, and to build constituency for membership. Time Frame: November 2002 - Ongoing 3. Research and Development: a. Continue to establish baseline transportation con~itions 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: November 2002 - Ongoing 4. Reduce Drive-Alone CommutinG Among Miami Beach Emolovees. Developers. and Businesses bv EncouraGinG Implementation of TOM Strategies bY: a. Identifying area travel patterns through Miami Beach TMA transportation surveys utilizing the services of Commuter Services of South Florida. b. Using survey results to develop customized program of TOM strategies with potential for vehicle reduction at individual employment sites. c. Assisting employers in initial implementation of TOM programs. d. Offering follow-up assistance to employers with existing programs. e. Assisting employers in the selection and training of Employee Transportation Coordinators (ETC's). Conduct annual ETC training workshops and meetings in cooperation with GCCS. f. Developing information packets and presentations for use in new employee orientation. g. Hosting "Transportation Day" events at TMA employer work sites. h. Producing and distributing generalized marketing materials to encourage commuters' use of alternative travel modes. Time Frame: November 2002 - Ongoing 5. Dissemination of Infonnatlon: Educational Outreach: a. Update the public policy program. b. Publicize the results as they are completed through newsletter. Time Frame: November 2002 - Ongoing 6. Provide Rldematchina Services by: a. Utilize and promote regional ridematching services. b. Utilize the regional ridematching services provided by Gold Coast Commuter Services. Time Frame: November 2002 - Ongoing 7. Offer ~speclal" TOM Services to Members: a. Promote guaranteed ride home program through the Gold Coast Commuter Services program. b. Develop and implement transit-pass special discount fare rate in cooperation with Miami Dade Transit. c. Continue working with employers and the Miami Beach Parking Department toward the development of employee vanpool programs (in coordination with the Dade County MPO vanpool program). d. Begin planning and development of hotel guest transportation/parking program. Time Frame: November 2002 - Ongoing 8. Proaram ImDlementatlon: a. Development and placement of shuttle route map signs (placed at eye level) along shuttleltransit route (to provide information on parking lot locations, shuttle route, stops and other transportation related information. b. Develop the appropriate TDMfTSM strategies for the area based on study and survey results. c. Implement TDMfTSM strategies as outlined above. Time Frame: November 2002 - Ongoing 9. Assist Members In Responding to Current and Future Transoortatlon 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: November 2002 - Ongoing 10. Advocate and Support Improvements and Enhancements to Local and Regional Transportation Services and Facilities through: a. Participation in City's local development plan advocating TOM. 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 at special city wide events. d. Publishing local road improvement construction updates and alternative transportation and routes in TMA newsletters, and special mailings. Time Frame: November 2002 - Ongoing 11. Participation In the TransDOrtatlon Activities of Local and Regional Transportation Service and Facilities PlanninG AGencies bY: a. b. Representing members' interests at city and county transportation, parking and bikeways planning meetings. Participating on local transportation citizens advisory committees or task forces. Coordinating with Miami Dade Transit on plans for bus service revisions to improve transit access to employment sites. Improving headways of second phase of electric shuttle service in the IIBTMA area. Identifying opportunities for privately funded employment site transit services (local-area shuttles). Supporting development with technical assistance, institutional support, and financial support when possible. Working closely with local and regional transportation organizations and providers on parking and mobility related issues. Providing transportation coordination services for the city during special events/activities such as New Year's Eve, Memorial Day Weekend, 4ft of July, Art Deco Weekend, concerts, festivals, etc.. c. d. e. f. g. Time Frame: November 2002 - Ongoing ~ ' . MIAI}II BEACH. TRANSPORTATION MANAGEMENT ASSN., INC. OPERATING BUDGET (November 1,2002 - October 31, 2003) EXPENDITURES: SALARIES: executive Director (20 hrs. WkIy.) $ 39,375 AssocIate Director (20 hrs. Wkly.) 28,409 Marketing Coordinator (~O hrs. Wkly.) 20,600 Clerical Support (20hrs. Wkly.) 14,638 Temporary Hourly Special Project Support 9,903* FRINGE BENEFITS: 34.125 TOTAL PAYROLL: $ 147.050 CAPITAL: Printer $ 1,000 - TOTAL CAPITAL: $ 1.000 OPERATING: professional Development $ 1,500 ** Travel (Local/Out of Area) 2,000 - Office Supplies 2,000 , Postage 1,000 Rent (Office Space) 12,000 Equipment Maintenance (Copier, fax, typewriter, printers) 2,000 Telephone 4,000 OfficerlDirector Uability Insurance 2,500 Bi-Monthly Accounting Services 1,700 Annual Audit 1,750 Printing - Newsletter 1.500 - Sub-Total:: $ 31,950 IN-KIND SERVICES - Annual City Wide Parking Permits (5) 2,000 Marketing/Advertising of TMA 5,000 Board MeetlngJWorkshop Room Use - Convention Center 2,500 Legalffechnical Support 30,000 Profe~onalSupport 34.750 Sub-Total: $ 74,250 OPERATING TOTAL: $ 104.700 BUDGET TOTAL: $ 260.000 *** No BeneIb for Tenl(lClf8lY Hourly PenIorlileI wortalhop R.yIlIbdUon Fees (A88n. Commul8' TIWlSpOIt8lIon - NatIonBI Conferellce. Sodttiutem Aun. Commuter Trensportation - Regional ConferenCe. Southern CoeIitIon AItem8tIve Transportation - Annu8I Mtg., National TMA Summl- baed on IIaff 8CheduIes and available fwlds) AIrfare. holelllCCClflllll(lC, ground uw.portaUon to lIltend above WOI1cshop8 Ql8terIy new&Ietter ~ Iayod donated Donated ServIces (Documented) * ** **** *- 12. Membership: a. Formulate membership and funding structure. b. Recruitment of additional private-sector members. c. Develop community-based activities to increase TMA participation and membership, and visibility. Time Frame: November 2002 - Ongoing 13. Monitor and Evaluate Proaress: 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: August 28, 2002 MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION, INC. BUDGET SUMMARY (November 1, 2002 - October 31, 20(3) EXPENDITURES: PAYROLL: CAPITAL: OPERATING: EXPENDITURE TOTAL: INCOME & SOURCES: CITY OF MIAMI BEACH IN-KIND SERVICES FOOT FUNDING TOTAL: $ $ 147.050 1,000 104.700 s 260,000 $ 50,000 80,000 130.000 s 260,000 * NOTE: IT IS IMPORTANT TO UNDERSTAND THAT INKINDIDONATED SERVICES AND EQUIPMENT ARE CONSIDERED BY FOOT AS ACTUAL DOLLARS ( DONATED SERVICES RECEIVED BY THE TMA THAT HAVE A DOLLAR VALUE BUT THE TMA IS NOT CHARGED FOR) THESE INKIND SERVICES GENERATE FUNDS FROM FOOT THAT WOULD OTHERWISE NOT BE AVAILABLE TO THE CITY FOR THE PROJECT. * Includes in-kind donations for parking permits, donated board member and professional support time, marketing and advertising/publicity of TMA, use of Convention Center meeting room for Board Meetings and Workshops, volunteer staff time, legal support and technical selVlces (documented), equipment.