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2000-24078 RESO RESOLUTION NO. 2000-24078 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, UTILIZING FUNDS PROVIDED FOR THE PURPOSE IN THE PARKING ENTERPRISE RESERVE FUND BUDGET. WHEREAS, the Miami Beach Transportation Management Association (MBTMA) is a public-private organization specifically established to develop, coordinate, and implement transportation demand management (TDM) services to Miami Beach, meaning transit alternatives to the private automobile; and WHEREAS, since MBTMA's inception, 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 2000-01 are proposed to be the City, contributing $50,000; the Florida Department of Transportation (FDOT) at $100,000; and membership dues at $12,000; and WHEREAS, the City wishes to provide for its annual lump-sum contribution, in consideration for the services to be provided by MBTMA in the attached Professional Services Agreement. 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 (TDM) services to Miami Beach; and further authorize a lump-sum transfer of the above-mentioned funds to MBTMA, as provided for the purpose in the Parking Enterprise Reserve Fund Budget, PASSED AND APPROVED this the 13th day of September ,2000. ATTEST: ttwt p([,t~ CITY CLERK .~ APPROVED />S TO MAYOR FORM & lANGUAGE & FOR EXECUTION F,\WOl<K\$TRA,^M~l.tA\WPES\MIITMAOI ,WPO ~ s;,-"2--'I~ . or".., at. ' CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH. FLORIDA 33139 http:\\ci.miami-beach.f1,us COMMISSION MEMORANDUM NO, (;3' 1-0 0 TO: Mayor Neisen 0, Kasdin and Members of the City Commission DATE: Septemher 13, 2000 FROM: JorgeM,Gonzalez \~ City Manager O' 0 SUBJECT: 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, UTILIZING FUNDS PROVIDED FOR THE PURPOSE IN THE PARKING ENTERPRISE RESERVE FUND BUDGET. 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 vanpools, 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 1995 and was incorporated in October 1995 as an independent, non-profit 50 I [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. Attached hereto as Exhibit A is MBTMA's FY 1999-2000 Accomplishments Report. MBTMA's main effort to date has been the Electrowave Service, which has successfully operated in South Beach for over two and one-half years, carrying over 3 million riders, MBTMA is presently educating the major Miami Beach area employers about alternative programs for employee commuting, such as vanpools/carpools, shuttle service, emergency ride home, and park-and-ride. AGENDA ITEM ~~~ DATE <1-13-00 September 13, 2000 Commission Memorandum MBTMA Operating Budget Page 2 The City has maintained two professional services 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: I, The MBTMA Agreement, this agenda item, contributes $50,000 in "seed" funding to help sustain MBTMA operations, in partnership with the Florida Department of Transportation (FDOT), which contributes up to $100,000, The City's contribution provides the "seed" funding needed by MBTMA to function as a public-private organization, since the FDOT funds are received in monthly installments, after a report/invoice is submitted to FDOT by MBTMA, 2, The Electrowave-Related Agreement, a subsequent item on this same City Commission Agenda, hires MBTMA to provide contract management and overall administrative services for the Electrowave Project per se, using funds allocated for the purpose in the annual shuttle budget, at $99,250, Further explanation is provided with the specific Agenda item, MBTMA's effectiveness and commitment to a Work Program has been confirmed by FDOT and City staff who evaluate the monthly reports, as well as the annual audit which MBTMA is required to submit. The 2000-01 Work Program (scope of services) which focuses on transportation demand management issues, other than the Electrowave, is attached hereto as an exhibit to the proposed Agreement with MBTMA. Following is an overview ofMBTMA's funding sources, both cash and in kind, including the proposed 2000-0 I figures: Funding sources/previous years: 9 Months Funding Sources JanlDec'95 J anIDec'96 J anlSept'97 1997-98 1998-99 1999-2000 FDOT $ 75,000 $ 73,590 $ 45,420 $ 70,485 $ 75,000 $ 75,000 CITY 50,000 50,000 35,000 50,000 50,000 50,000 Membership dues 2.500 2000 12,000 12,000 12,000 10,000 Cash Totals ........,...... $127,500 $125,590 $ 94,420 $132,485 $137,000 $135,000 Plus: In-Kind/Sponsorship $ 22,500 $ 53,385 $ 89,400 $172,950 $113,000 $ 99,600 Proposed funding sources for FY 2000-01: FDOT $100,000 CITY 50,000 Membership dues 12,000 Cash Totals $162,000 plus In-Kind/Sponsorship at $38,000 .... w The in-kind/sponsorship services come from the Colonial Bank on 41st Street at Pine Tree Drive, which provides office space, certain office equipment, and telephone to MBTMA. September 13, 2000 Commission Memorandum MBTMA Operating Budget Page 3 Funds for the City's $50,000 annual contribution to MBTMA are provided by the Parking Enterprise Reserve Fund, Attached herein are the following MBTMA-provided documents: FY 1999-00 Accomplishments Report (Exhibit A to this Commission Memorandum) FY 2000-01 Work Program detailing mission and goals (Exhibit A to the Agreement) 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 (TDM) strategies, initiatives and programs recommended by the Miami Beach Municipal Mobility Plan are implemented and operated as successfully and effectively as the Electrowave Service has been, Attachments JG~AJrt/r F:\WORK~TR^,^MEL1A\LOPESIMBTM^OI,WPD AUC-16-a0 11:41 AM P,l!l2 EXHIBIT A MIAMI BEACH TRANSPORTATION MANAGEMENT ASSN., INC. ACCOMPL.ISHMENTS (October 1, 1999 - September 30, 2000) . Held special "Transportation Days" to promote and encourage alternative transportation options (cerpooling. vanpooling, transit, shuttle, park & ride and the Emergency Ride Home program at: Loews Miami Beach Hotel Health Fair Miami Beach Chamber of Commerce Business Expo . Coordinated special park & ride shutlle programs that required extensive planning, scheduling, preparation and coordination for: City of Miami Beach "New Year's Eve Millennium Shuttle Service' Greater Miami Chamber of Commerce Goals Conference Shuttle Service · Attended "FTA Regulations" workshop at the Center for Urban Transportation Research at the University of South Florida in Tampa, · Attended quarter1y regional TMA Director's meetings . Presented City of Miami Beach Mayor and Commission with EPA's 'Way To Go' . Award on behalf of the MBTMA . Attended monthly City of Miami Beach Transportation & Parking Committee meetings in which various topics were discussed. Topics Includad Municipal Mobility Plan, Concurrency Management, Intermodal Facility Study, and increasing parking rates as operating ravenue for the shuttle system . Met with representative of Van Pool Services Inc, regarding commuter van pool services and Miami Dade County subsidy. . Attended scheduled regional Clean Cities Board Meetings . Served as transportation advisor to several City appointed committee. in which traffic and mobility issues were of major concern regarding future development . Worked with City of Miami Beach Planning staff on development of Transportation Concurrency Management Areas in South Beach, Middle Beach, and North Beach - and the role of the MBTMA in this development AUG-1G-00 11:41 AM p,e~ · Worked with Florida Dept. of Transportation staff on tha traffic and transportation impact of the upcoming construction on Collins Avenue · Worked with and advised EV Ready Sroward leaders on MBTMA's role in operating and managing an electric shuttle system. · Attendad sevaral meetings related to Mt. Sinai's effort toward the davelopment of an Intermodal Center. · Prepared monthly project documentation for the Florida Department of Transportation, · Attended City Commission meetings to address transportation agenda ilems before the Commission. · Met with owners/managers of hotels and businesses along Collins Avenue to address commuting needs of employees. · Conducted Bi-Monthly Board Meetings of MBTMA Board of Directors. · Reviewed bus shelters In South Beach area and possible improvements and enhancements, · Researched available transportation services through Miami Dade Transit in response to transportation needs of residents Impacted by the closure of a local market chain. Made presentation before City Commission concerning findings and recommendations. · Received over $80,000 in donated services including office and meeting space, equipment, advertising, and legal/professional services, · Executive Director elected to Board of Directors for the Southeastern Association for Commuter Transportation, Also appointed to Miami-Dade County - MPO special circulator st,udy committee, and elected to the Board of Directors for the Clean Cities Coalition (serving Dade, Broward and Palm Beach Counties). , . . PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA) THIS AGREEMENT is made this 11/'1.. day of Sfkn6ey ,2000 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and the MBTMA (Consultant), SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Consultant. City Manager: "City Manager" means 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, Final Acceptance: "Final Acceptance" means notice from the City to the Consultant that the Consultant's Services are complete, as same are set forth in Section 2 of this Agreement. Fixed Fee: Fixed amount paid to the Consultant to allow for its costs and margin of profit. Proj ect Coordinator: An individual designated by the City Commission to coordinate, direct and review on behalf of the City all technical matters involved in the Services, Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2, Termination: Termination of Consultant Services as provided in Subsection 4.1 0 of this Agreement. Task: A discrete portion of the Scope of Services to be accomplished by the Consultant, as described in Section 2 below, if directed and authorized, SECTION 2 SCOPE OF WORK AND SERVICES REOUlRED The scope of work and services to be performed by the Consultant is set forth in Exhibit "A," entitled "FY 2000-01 Work Program" (Services), SECTION 3 COMPENSATION 3.1 FIXED FEE The City agrees to provide Consultant with funds, in the amount of Fifty Thousand and 00/1 00 Dollars ($50,000), from the Parking Enterprise Fund, to be used in furtherance of the Services to be performed herein, such Services as 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 the MBTMA, 3.2 METHOD OF PAYMENT/REPORTING One lump-sum payment shall be made to the Consultant at the time of execution of this Agreement, Consultant shall be required to submit monthly reports or other submissions which detail the Consultant's work performed each month, as set forth in Exhibit "A", An annual audit is also required, All submissions shall contain a statement that the items set forth therein are true and correct and in accordance with the Agreement. SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONSULTANT With respect to the performance of the Services, the 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, the 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.l33(3)(a) Florida Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by Consultant. 4.3 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. 4.4 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of twelve (12) months, commencing on October 1,2000, 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, Notwithstanding the aforestated language, however, the City shall have no future obligation to renew this Agreement beyond the twelve-month term set forth herein, 4.5 TIME OF COMPLETION The Services to be rendered by the Consultant will commence on October 1, 2000, and follow the continuation of the services that the Consultant has been developing and implementing transportation demand management initiatives, projects, and programs for the City, since the execution of its first Agreement with the City, effective January 1, 1995, Consultant shall adhere to a completion schedule, if so determined by the City and Consultant. A reasonable extension of time shall be granted in the event the work of the Consultant is delayed or prevented by the City or by any circumstances beyond the reasonable control of the Consultant, including weather conditions or acts of God which render performance of the Consultant's duties impracticable, 4.6 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, 4.7 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 injury, wrongful death, -3- 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, 4.8 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 ofthe work the following insurance: 1. Consultant General Liability in the amount of $1,000,000,00, A certified copy of the Consultant's (and any sub-consultants') Insurance Policy must be filed and approved by the Risk Manager prior to commencement. 2, Workers Compensation & Employers Liability as required pursuant to Florida statute, 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, The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing, These 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, 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. -4- 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 overage, 4.8.1 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, 4.8.2 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, 4.9 FINAL ACCEPTANCE When the Services have been completed, the Consultant shall so advise the City in writing, Final Acceptance shall not constitute a waiver or abandonment of any rights or remedies available to the City under any other Section of this Agreement. 4.10 TERMINATION. SUSPENSION AND SANCTIONS 4.10.1 Termination for Cause If through any cause within the reasonable control of the Consultant, 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 default. If such default remains uncured after (10) days, the City, upon seven (7) days notice to Consultant, may terminate 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 delivered to the City and the City shall compensate the Consultant in accordance with Section 3 for all Services satisfactorily performed by the Consultant prior the date of the Notice of Termination, Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Consultant and the City may reasonably withhold payments to the Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined, -5- 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 by giving written notice to Consultant of such termination, which shall become effective seven (7) days following receipt by Consultant of the written termination notice, In that event, all finished or unfinished documents and other materials as described in Section 2 and Exhibit "A" shall be properly delivered to the City, If the Agreement is terminated by the City as provided in this Subsection, the City shall compensate the Consultant for all Services satisfactorily performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering to City all documents, Such payment shall be the total extent of the City's liability to the Consultant upon a Termination for Convenience, as provided for in this Subsection. 4.10.3 Termination for Insolvency 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, 4.10.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions ofthis 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 Changes and Additions Each such change shall be directed by a written Notice signed by the duly authorized representatives of the Consultant. Said Notices shall provide an equitable adjustment in the time of performance, a reallocation of the task budget and, if applicable, any provision of this Agreement which is affected by said Notice, 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 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, -6- 4.12 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. 4.13 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, 4,14 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Dade County Conflict ofInterest 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, 4.15 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, -7- 4.16 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Project Manager appointed by Consultant and the Project Coordinator 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 ofthe 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 Attn: Judy Evans, Executive Director Colonial Bank Building 30 I 41 st Street, 5th Floor Miami Beach, Florida 33140 (305) 535-9160 TO CITY: City of Miami Beach Attn: Matthew Schwartz, Assistant City Manager 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7000, Ext. 6606 WITH COPIES TO: Office of the City Attorney Attn: Murray H, Dubbin, City Attorney 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. -8- 4.17 LITIGATION JURISDlCTIONNENUE This Agreement shall be enforceable in 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 Dade County, Florida, 4.18 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, 4.19 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only ifin 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 $50,000, 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 $50,000, less the amount of all funds actually paid by the City to Consultant pursuant to this Agreement. 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 $50,000, which amount shall be reduced by the amount actually paid by the City to Consultant pursuant to this Agreement, 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, -9- 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: ATTEST: By: tU~ City Clerk FOR CONSULTANT: ATTEST: (a:\tmaOO-Ol)aj CITY OF MIAMI BEACH, FLORIDA By: 1/11 Mayor MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION Corporate Seal APPROVED AS TO FOR.4A & LANGUAGE & FOR EXECUTION 2-J.--y-lll Dato -10- . SWORN STATEMENT PURSUANT TO SECTION 287,133(3)(a), FI"ORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAl. AUTHORIZED TO ADMINISTER OATHS, I, This sworn statement is submitted to by (print individual's name and title) for (print name of entity submining sworn statement) whose business address is and (if applicable) its Federal Employer Identification Number (FEIN) is (If the entity has no FEIN, statement:( include the .J Social Security Number of the individual signing this sworn 2. I understand that a "public entity crime" as defined in Paragraph 281.133(1)(g), Florida St.lulrs. means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision afany other state or ofthc United States. including. but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft. bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(l)(b), Florida St.tutes. means a finding of guilt or a conviction ofa public entity crime. with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or jnfonnation after July I, 1989, as a result ofajury verdict, non.jury trial, or entry ofa plea of guilty or nolo contendere, 4, I understand that an "affiliate" as defined in Paragraph 287, 133(I)(a), Florid. St.tutes. means: I. A predecessor or successor ofa person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a publ ic entity crime. The tenn "affiliate" includes those officer, directors. executiv~s, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one pcrson of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. s. I understand that a "person" as defined in Paragraph 287, 133(I)(e), Florid. St.tutes. means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. the tenn "person" includes those officers, directors, executives. partners, shareholders, employees. members, and agents who are active in management of an entity, 6, Based on infonnation and belief, the statement which I have marked is true in relation to the entity submitting this sworn statement (indicate which statement applies.) Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July I. t 989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners. shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted ofa public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders. employees members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer detennined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (.tt.th. tOpy of the final order) EXHIBIT A Miami Beach TMA 2000-2001 Annual Work Plan Purpose: The purpose of the 2000-2001 Miami Beach Transportation Management Association, Inc. (MBTMA) Work Plan is to: 1, Identify transportation and parking problems and proposed solutions based upon transportation demand management principles. 2. Plan and implement programs aimed at improving local traffic and parking conditions, encouraging and assisting positive actions by others in both the private and public sectors. 3. Undertake work in a manner that contributes to the area's economic and community development while being extremely sensitive to environmental concerns and the integrity of the historic Art Deco District. 4. Describe the process that will be used to achieve them, and 5. Establish how progress will be measured. Goals The goals of the Miami Beach TMA are: 1. Implement Transportation Demand Management (TOM) programs 2. Keep Miami Beach businesses informed of transportation issues/projects that will affect their business. 3, Promote the use of alternative transportation such as transit, local shuttle service, carpools, vanpools, and bikeways. , Geographical Boundaries (Service Area) The geographic service area of the MBTMA is the area south of 85th Street, bordered by Biscayne Bay, Government Cut and the Atlantic Ocean, located in the City of Miami Beach, Dade County, Florida. Timeframe The 2000-2001 Work Plan will be implemented between February 1, 2000 and January 31,2001. Institutional Structure The MBTMA is a non-regulatory environment, a private, non-profit, 501.c.6 Association, governed by a Board of Directors. Responsibilities of the Board include: policy-making and planning, identifying and evaluating professional management staff, stewardship of the Association's finances including compliance with reporting requirements, Board development and fund-raising. In addition, they develop short and long range plans of the Association. The Board meets six times yearly (every two months) to evaluate the viability, and effectiveness of the MBTMA program activities and effectiveness. The Board most effectively fullfil Is its stewardship responsibility by establishing financial and management standards, delegating authority to MBTMA staff, monitoring the TMA's progress, financial performance and compliance with the established financial and management standards. Financial audits are conducted on an annual basis as required by the FOOT and the City of Miami Beach. The Board of Directors is represented by 13 members of community organizations, businesses and citizen groups. In addition, the Florida Department of Transportation, the Metropolitan Planning Organization, Commuter Services of South Florida, and Miami Dade Transit serve as Ex-Officio members. . The MBTMA is staffed by a salaried, full-time, Executive Director, who serves as the chief operating officer and administrative officer, subject to the direction of the Board. In addition to the Executive Director the MBTMA employees a full time Transportation Coordinator, and full-time Executive Assistant. MBTMA staff work closely with the City of Miami Beach Transportation Coordinator and the City of Miami Beach Parking Department. In addition, staff are involved on several local, state and national committies and boards related to the MBTMA's goals . and objectives. Also, TMA staff make every effort to attend national, state, and regional workshops that relate to TMA issues. 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 Quarterly 4 issues MBTMA TMA Ser- Newsletter vice Area Transportation 4 workshops! MBTMA Employers! Transportatio DayslWorkshops community Community n Days exhibits Events Research & Evaluate MBTMA TMA Development expansion of Service shuttle route Area Evaluate role of TMAin development of City's Municipal Mobility Plan & Concurrency . Mgmt. Assist with van pooling 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 Required Performance Measures Pollutant Reductions 2000 EPA Formula Based on MBTMA South commuter Beach Area miles reduced Actions Performance Benchmark! Source Targets Contributing Measures Results Factors 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: \,.. \fdotbud2. wpd .