Loading...
HomeMy WebLinkAbout2003-25356 Reso RESOLUTION NO. 2003-25356 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING BY 5/7THS VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY AND APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A MANAGEMENT AGREEMENT BETWEEN THE CITY AND THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA), IN THE AMOUNT OF $165,000, FOR THE PERFORMANCE OF GENERAL MANAGEMENT SERVICES FOR OPERATIONS AND ADMINISTRATION OF THE ELECTROWAVE SHUTTLE PROJECT FOR FISCAL YEAR 2003-04; AUTHORIZING THE ADVANCEMENT OF THE ADOPTED FISCAL YEAR 2003-04 ELE:CTROWAVE OPERATING BUDGET, IN THE AMOUNT OF $2,336,000, TO MBTMA, ON A QUARTERLY BASIS; PROVIDING FOR THE FILING OF QUARTERLY FINANCIAL AND ADMINISTRATIVE REPORTS AND ANNUAL AUDITS; AND FURTHER PROVIDING FOR THE RETURN OF ALL UNUSED FUNDS TO THE CITY, AT THE CLOSING OF FISCAL YEAR 2003-04 CONTRACT YEAR. WHEREAS, in 1996, the City, in partnership with the Florida Department of Transportation (FDOT), created a non-profit organization, known as the Miami Beach Transportation Management Association (MBTMA), specifically to research, develop, and implement programs and services that would help reduce the number of single automobile trips in the City; and WHEREAS, MBTMA developed and helped implement the Electrowave Shuttle Service to South Beach (the Project), and acted as overseer ofthe Project's contracts and services from its inception in January 20, 1998, through September 30,2001, on behalf of the City; and WHEREAS, in orderforthe Electrowave Shuttle Service to produce the results desired by the City, beginning in Fiscal Year (FY) 2001-02, MBTMA was hired as the General Manager for Operations and Administration of the Project, and has been given a large degree of autonomy in decision-making and actions regarding the Project, and the City- adopted operating funds; and WHEREAS, the Administration is satisfied that no other contractor could do as much as MBTMA does for the City, with the funds available for the Project; and WHEREAS, the City wishes to rehire MBTMA as the Project's General Manager for Fiscal Year 2003-04; and WHEREAS, the adopted Fiscal Year 2003-04 Electrowave Operating Budget is $2,336,000; and WHEREAS, the Project budget includes a Project Administration category, in the amount of $165,000, as direct compensation to MBTMA for performance of the general management services, above mentioned and as set forth in the Agreement; and WHEREAS, the City shall advance, on a quarterly basis, one-fourth of the FY 2003-04 Electrowave Operating Budget funds to MBTMA, to cover all Project expenditures during that quarter; and WHEREAS, the City shall advance the quarterly funds, via wire transfers to a special account established by MBTMA with a chosen financial institution; and WHEREAS, MBTMA shall abide by all City, County, State and Federal rules and regulations which apply to the Project; and WHEREAS, MBTMA shall file quarterly expenditurelprogress reports with the City documenting and accounting for the use of the Project funds; file monthly reports with FDOT, as well as the Section 15 Reports required by the Federal Transit Administration (FT A), for the Section 5309 capital funds awarded to the Project; and WHEREAS, the submission of a Final Report of Expenditures, and Annual Audit are also required by the City. 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 waive, by 5/7ths vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City and approve and authorize the Mayor and City Clerk to execute a Management Agreement, between the City and the Miami Beach Transportation Management Association (MBTMA), in the amount of $165,000, for the performance of General Management Services for Operations and Administration of the Electrowave Shuttle Project for Fiscal Year 2003-04; authorize the advancement of the adopted Fiscal Year 2003-04 Electrowave Operating Budget, in the amount of $2,336,000, to MBTMA, on a quarterly basis; provide for the filing of quarterly financial and administrative reports and annual audits; and further provide for the return of all unused funds to the City, at the closing of the Fiscal Year 2003-04 contract year. PASSED AND APPROVED this the 18th day of September ,2003. ~~. ;(;64U~ Vlu-M IJ:l PCM-~ CITY CLERK APPROVED AS TO FORM & LANGUAGE . FOR EXEC!JTION F:IWORK\$TRAIAMELIAIELECTWVEIEWTMA04.memo.doc ),/IJttJ;'J/j/" ~ -'1: fl--c)'5 ~- CITY OF ~AMI BEACH COMMISSION ITEM SUMMARY ~ Condensed Title: A Resolution waiving competitive bidding requirement and authorizing the execution of a General Management Agreement with MBTMA, in the amount of $165,000, for management, operation, and administrative services to the Electrowave Shuttle Project; authorizing the advancement of the adopted FY 2003-04 EW Operating Budget, in the amount of $2,336,000, to MBTMA, on a quarterly basis; providing for the filing of quarterly financial and administrative reports, as well as annual audits; and further providing for the return of all unused funds to the City, bv closinc of the FY 2003-04 contract vear. Issue: Shall the City contract with MBTMA for general management services to the Electrowave Project? Item Summarv/Recommendation: This item is contingent upon approval of a previous item on this same Agenda, the FY 2003-04 EW Budget, in the amount of $2.336 million. The waiving of competitive bidding requirement and authorizing the City to contract with MBTMA for General Management Services for Administration and Operation of the EW Service, at $165,000, is in the City's best interest for the following reasons: 1. MBTMA was created and funded by FOOT and City for the specific purpose of the EW service. 2. The MBTMA contract is $1 million cheaper than the amount quoted by the County to perform the same services; in addition, the County refused to take full responsibility over the project; and 3. If the City were to hire an outside private contractor, other than MBTMA or County, the City would have to hire additional City staff to perform all the financial, accounts payable, electronic filings, and satisfy the extensive reporting requirements by City, FOOT and FT A, and other financial/fund reimbursement duties presently performed by MBTMA, under this contract. 4. The Administration is satisfied that no other contractor could do as much for the project as MBTMA does with the funds currently available for the project. Under the terms of this contract, the City will transfer one fourth of the adopted budget funds to MBTMA, on a quarterly basis; MBTMA will file quarterly administrative and financial report of expenditures, and return all unused funds to the City, by closing of the contract year. Contracting with MBTMA as General Manager has worked well for the last two years, and the Administration recommends aDDroval of the Resolution. Advisory Board Recommendation: I N/A Financial Information: Source of Funds: D Finance Oept. 'Approved City Clerk's Office Legislative Tracking: I Amelia Johnson Si n-Offs: Departl1lentDlf Agenda Item Date It1- :J 1-{f{'03 CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.cLmiami-beach.fl.us To: From: Subject: COMMISSION MEMORANDUM NO. Date: September 18, 2003 Mayor David Dermer and Members of the City Commission Jorge M. Gonzalez~. ~ City Manager t,v"- U A RESOLUTION THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING, BY 5/7THS VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A MANAGEMENT AGREEMENT, BETWEEN THE CITY AND THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA), IN THE AMOUNT OF $165,000, FOR THE PERFORMANCE OF GENERAL MANAGEMENT SERVICES FOR OPERATIONS AND ADMINISTRATION OF THE ELECTROWAVE SHUTTLE PROJECT FOR FISCAL YEAR 2003- 04; AUTHORIZING THE ADVANCEMENT OF THE ADOPTED FISCAL YEAR 2003-04 OPERATING BUDGET, IN THE AMOUNT OF $2,336,000, TO MBTMA, ON A QUARTERLY BASIS; PROVIDING FOR THE FlUNG OF QUARTERLY FINANCIAL AND ADMINISTRATIVE REPORTS, AS WELL AS ANNUAL AUDITS; AND FURTHER PROVIDING FOR THE RETURN OF ALL UNUSED FUNDS TO THE CITY, BY CLOSING OF THE FISCAL YEAR 2003-04 CONTRACT YEAR. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS This item is contingent upon approval ofthe proposed FY 2003-04 Electrowave Operating Budget, submitted as a previous item on this September 18th Commission Agenda. The Miami Beach Transportation Management Association (MBTMA) has overseen the Electrowave project for the City, since its inception in 1996. In October 1, 2001, MBTMA became the General Manager for Administration and Operations, and was made solely responsible and accountable for all aspects of the City's Electrowave project. There are several advantages to this City arrangement with MBTMA: 1. MBTMA is a publiclprivate, not-for-profit organization created and funded by the Florida Department of Transportation (FDOT) and the City for the purpose of developing and implementing attractive transit alternatives to the private automobile. Therefore, AGENDA ITEM DATE September 18, 2003 Commission Memorandum MBTMA Agreement for EW General Management Page 2 MBTMA is allowed to handle state and federal funds included in the shuttle budget. 2. The proposed FY 2002-03 Electrowave operations under MBTMA contract, is at least $1 million less than the amount quoted by the County to perform the same services. 3. If the City were to hire an outside contractor, other than MBTMA or the County, the City would have to hire sufficient City staff to handle all Electrowave funds, pay all project invoices, prepare all requests for reimbursements from FDOT, make all electronic filings with FTA, and prepare all reports required by FDOT and FTA, which duties are presently handled by MBTMA. The Administration is satisfied that no other contractor could do as much as MBTMA does for the City, with the funds available for the Electrowave Shuttle Project. A detailed Scope of Services (MBTMA Duties) is included herein as Exhibit 'J!\"and made part of the proposed General Management Agreement with MBTMA. A summary of MBTMA's main duties regarding the Project follows: [J MBTMA abides by the City-adopted annual Electrowave Operating Budget. [J Receives quarterly wire transfers (from City) of one fourth of annual operating funds. [J Ensures proper expenditures and accounting of Project operating funds. [J Maintains detailed accounting and filing systems for the project. [J Files quarterly expenditure and administrative reports with the City. [J Files quarterly and annual reports with FTA. [J Files monthly reports with FDOT. [J Abides by Federal/State/City procurement requirements. [J Submits annual audit reports prepared by a professional accounting firm, as required. [J Prepares/files quarterly invoiceslrequests for reimbursements with FDOT, which helps fund Project operations. [J Contracts with and supervises the work of all firms/organizations that provide services to the Project. [J Administers and monitors the fare collection and depositing processes. [J Responsible for marketing, public relations, and promotional services. [J Performs route management and scheduling, and personnel training. [J Handles all passenger complaints and other service-related challenges. [J Searches and applies for new funding sources (operating and capital funds). [J Furnishes datalmaterial needed for items requiring City Commission approval. [J Responds to requests made by the City elected officials andlor Administration regarding the Project. A set of measurable Goals and Performance Standards is also included herein as Exhibit "8" and made part of the General Management Agreement with MBTMA. The City conducts evaluations of MBTMA's performance, based on the above-mentioned standards. September 18, 2003 Commission Memorandum MBTMA Agreement for EW General Management Page 3 The City retains the following duties (Exhibit "C') regarding the Electrowave Project. Cl All major policy decisions regarding the Project continuation andlor expansion. Cl Approval of annual budgets, including City funding participation/local match. Cl Custody over the project operating funds. Cl The City advances one-fourth (1 14th) of the operating funds (Electrowave Budget) to MBTMA, on a quarterly basis, via wire transfers. Cl Full custody and responsibility over the project capital funds (FTA funds). Cl Ownership of all funds received from County Transit Surtax proceeds and funds reimbursed by FDOT, as part of the annual EW operating budget. Cl Consideration, approval, and execution offunding agreements with County, State, and Federal agencies, as applicable; Cl Preparation of all City Commission Agenda Items and L TCs regarding the Project; Cl Provision of shuttle buses, equipment, and facilities from which the services are operated. Also attached, as Exhibit "0" to the General Management Contract, you will find MBTMA's proposed budget for the specific administrative service costs to be incurred by MBTMA in the performance of its general management duties. The Administration believes it to be in the best interest of the City to waive competitive bidding and continue contracting with MBTMA; and recommends approval of the Resolution. J MG/RM/FB/PW IPW 1 JJI AJ Attachment: General Management Agreement (with its Exhibits "A" to "0') F:IWORKI$TRAIAMELIAIELECTWVElEWTMA04.memo.doc EXHIBIT "A" SCOPE OF SERVICES (MBTMA DUTIES) MANAGEMENT AGREEMENT FOR THE ELECTROWAVESHUTTLE PROJECT For the upcoming FY 2003-04, the Administration proposes to retain the Miami Beach Transportation Management Association (MBTMA) as the General Manager for administration and operations of the ELECTROWA VEShuttle Project. Among the MBTMA duties, the following are the most important: Financial/Accounting Duties: o MBTMA will abide by the adopted FY 2003-04 Electrowave Operating Budget, in the amount of $2,336,000. o Submit a written request to the City's Transportation/Concurrency Division for the advancement of funds by the City, based on projected expenditures for each upcoming quarter of the year. The City will advance the requested amount of quarterly funds, out of the adopted Electrowave Operating Budget. Note: This written request for advancement does not apply to the first quarter of the fiscal year (October-December 2003), when the City will automatically advance one-fourth of the total budget funds to MBTMA. o Maintain an Electrowave bank account that is separate and independent of the MBTMA bank account, and suitable to receiving wire transfers. o Maintain a detailed accounting system for the project. o Ensure proper expenditures of Electrowave operating funds, as budgeted; and review, approve and pay all invoices. o Maintain computer spreadsheets and comprehensive file system for accounts paid. This practice will help ensure budget control, and maintain daily expenditure and balance totals. o Prepare and submit quarterly expenditure reports to the city-designated Project Manager, Attn: Transportation Coordinator, documenting how advanced funds were spent during the particular month. Similar report shall also be submitted to the Florida Department of Transportation (FDOT) and Miami-Dade Transit (MDT), and the Federal Transit Administration (FTA), if so required by these agencies. Scope of SefVices/MBTMA Duties Page 2 o Utilizing account-paid documentation, prepare and submit Quarterly invoices/requests for reimbursements with the various State, County, federal and other grant agencies help fund the Electrowave operations. In addition, a transmittal letter and standard City invoice, signed by the City's Project Coordinator shall always accompany the quarterly requests for reimbursement. o All fund reimbursements shall be payable to the City of Miami Beach and addressed to the City's Finance Department. o City maintains the right to audit books at any time using internal or external auditors. o Submit to City a Projected Expenditure Report plus a Proposed Budget with identified funding sources for the new fiscal year, no later than August 31, 2004. o Submit a Final Expenditure Report no later than October 31, 2004. o Submit to City and other funding agencies an annual Audited Financial Statements, prepared by a professional accounting firm. Procurement Duties: o Coordinate and manage all functions necessary to procure a route service operator, vehicle maintenance, electricity, propane and fuel, marketing, public relations, and advertising, and miscellaneous goods and services. These services include the preparation of requests for proposals and bids, contract requirements, documents, negotiations, hiring and firing. o Abide by Federal, State and City procurement requirements; o Work closely with the appropriate City personnel when preparing and submitting requests for qualifications, proposals, or bids; and during annual budget preparation. In addition, furnish all data and materials needed for the preparation of items requiring City Commission approval. o Contract with a transit operator for the operation of the existing shuttle route, utilizing the transit operator's own drivers, dispatchers, and supervisors; o Contract with Advanced Transportation Technologies Institute (ATTI - formerly ETVI), which has successfully provided technical expertise and mechanical maintenance services to the electric buses and batteries. Scope of ServicesIMBTMA Duties Page 3 o Contract for other services needed for the proper delivery of duties regarding the shuttle project, but within the constraints of the City-adopted opratingbudget for the Project. Revenue-Producina Duties: o Be solely responsible and accountable for all aspects of the Electrowave Project administration, management, operations and services. o Be solely responsible and accountable for the marketing, public relations, and promotional services of the Electrowave Project. o Develop and maintain documents and procedures for all areas of shuttle operation and fleet maintenance. o Strive to meeting and/or exceeding the set of Performance Standards for the Project per se and for the contractor services to the Project. MBTMA's performance as General Manager will be evaluated on a quarterly and annual basis, pursuant to these standards. o Establish and maintain most local, regional, and national contacts which are essential to the Electrowave project's continued success; search for new funding sources, and apply for additional funding to help meet the capital and operating needs of the project. o MBTMA shall be the City-designated expert and coordinator for FTA-related matters, including all report andlor application preparation, and filing requirements. o Electronically process and submit, on a timely manner, documentation and applications to FTA, for all federal operating andlor capital funds that have been earmarked andlor allocated for the Electrowave Project. City will review and sign the packets prior to their electronic submission to FT A. o Research all funding opportunities, prepare and submit applications to support the continuation of contracts and services. o Prepare all non-technical provisions for the Electrowave system, including verifying compliance with all Federal, State, County, and local requirements. o Perform route managemenUscheduling; plan and implement route enhancements, personnel training; and handle all passenger complaints and other service-related challenges. Scope of ServiceslMBTMA Duties Page 4 o Custodian of all Electrowae records, and in charge of all coordination with FOOT, MDT, FTA, and other funding and or permitting agencies. o Monitor shuttle safety requirements and documentation. Prepare and file annual safety report with FOOT, which filing requires City signature. o Manage vehicle maintenance activities. D Monitor operations and quality of services on a daily basis. Analyze and implement changes as required to ensure efficiency and effectiveness. D Respond and resolve all complaints, and respond to any and all inquiries concerning the Project and its services. D Coordinate and conduct driver training and orientation, on a regular basis. D Survey the shuttle ridership on a bi-annual basis and the South Beach communitylbusinesses on an annual basis to monitor efficiency and effectiveness of services. Additional ReDortina Duties: D Prepare any additional reports as required by the City, the Florida Department of Transportation (FDOT), the Miami-Dade Transit (MDT); prepare and file the Federal Transit Administration (FTA) reports within required deadlines. o Prepare and submit annual emissions reductions to Department of Environmental Management (DERM) utilizing national emission standards and formulas. o Prepare and submit electronically the annual report to the National Transit Database related to operations and ridership. o MBTMA will file all reports with the City's Transportation/Concurrency Management Division, and will report to the Department Director. D Prepare and file with the City, quarterly reports for all City-requested non-scheduled shuttle services, dates, purpose and costs included. Alert the City when such non- scheduled services have the potential to exceed budget. D City maintains the right to audit MBTMA books at anytime using internal or external auditors. EXHIBIT "B" GOALS AND PERFORMANCE STANDARDS FOR MBTMA A set of Goals and measured Performance Standards have been established for the period of October 1, 2003 - September 31, 2004 for the general management services provided by the Miami Beach Transportation Management Association for the City's Electrowave Shuttle Project. MBTMA shall respond to all applicable goals when filing the required monthly reports with the City. Such reports shall be filed with the City's Transportation/Concurrency Division, Attn: Transportation Coordinator. A review meeting may be scheduled with the Director of Public Works, if needed. The FY 2003-04 Goals and Performance Standards are: 1. Continue to improve headways on the Washington Avenue Route from the present 8-10 minutes to 5-8 minutes, by the end of the performance period (September 30, 2004). Quarterly progress reports shall be submitted. 2. Maintain shuttle availability at 80% of the existing fleet, or better. Quarterly progress reports shall be submitted. 3. Maintain the number of tows (road calls) to no more than 10 per month. Quarterly progress reports shall be submitted. 4. Maintain computer reporting system to track and printout the following performance-related items, automatically and on demand. o Ridership counts by fiscal year, month, week, day, route o Golden Passports by fiscal year, month, week, day, route o Ridership counts during special events o Farebox revenues o Loss of farebox revenues due to special event services performed with rented buses. o Quarterly Progress Reports 5. Conduct bi-annual evaluations of service hours, ridership demands, and efficiency of service for submission to the City. Goals and Performance standards for MBTMA Page 2 6. Implement an expanded marketing/advertising campaign with advertising in major publications, local publications, public service announcements, etc.. 7. Monitor and evaluate communications between operations and fleet maintenance, conduct quarterly performance evaluations of both, and meet with City for review of results. Request that the respective contractors develop computer programs to help MBTMA track the below-mentioned performance measurements: o Safety/Accident Reports o Road Calls (Tows) o Road Calls (Service) o Battery Service o Work Orders Submitted o Work Orders Completed 8. On a Quarterly basis, prepare/submit requests for reimbursement by both FOOT (Service Development Program) which helps fund Electrowave Operations. 9. Prepare and submit, electronically, the application papers required by FTA for the capital and operating funds that have been previously earmarked andlor allocated for the Electrowave Project. This shall be accomplished within a time- line that is mutually agreed upon, in writing, by the City and MBTMA. 10. All Electrowave and MBTMA-related items that require consideration and approval by the City Commission, shall be submitted to the Transportation/Concurrency Division no later than 30 days prior to the specified meeting date. 11. Prepare and submit annual emission reductions to Department of Environmental Management (DERM). 12. Prepare and submit quarterly progress reports to FT A on active grants for capital purchases. 13. Submit mandatory, on-line annual report for operations and ridership to National Transit Database. EXHIBIT "C" SCOPE OF SERVICES (CITY DUTIES) ELECTROWAVESHUTTLEPROJECT The City will retain the following duties regarding the Electrowave Shuttle Project (the Project): o Maintain ownership of all shuttle buses, equipment, tools, and facilities from which the services are operated. . o Consideration and approval of all major policy decisions regarding the capital and operating Project funds and expenditure of future funds. o Consideration, approval and appropriation of annual budgets, after preparation and submission by MBTMA (including proposed City funding participation). o Maintain custody over the Project funds (capital and operating). o transfer of one-forth of the Project ooeratina funds to MBTMA, on a quarterly basis, beginning October 1, 2003, utilizing the procedures and method established in Section 2 of the General Management Agreement, as executed by the City and Consultant for the Project. o Consideration, approval, and execution of agreements with County, State, Federal agencies. o Review all reports and quarterly requests for reimbursement prepared by MBTMA, prior to their submission to the outside funding agencies. These will become official City submissions executed by an authorized City official, and submitted by MBTMA o Preparation of all City Commission Agenda Items and LTC's regarding the project, utilizing data and input provided by MBTMA o Administrative, management and accounting services for the FT A-funded capital program. o All applicable City Departments shall invoice MBTMA for certain City-support services to the Electrowave Project, which may prove to be unsuited to outsourcing, such as certain internal service costs (sewer, water, diesel fuel, gasoline) and fare- collection related contract with the Parking Department. MANAGEMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA) FOR THE PROVISION OF GENERAL MANAGEMENT SERVICES FOR ADMINISTRATION I OPERATIONS OF THE ELECTROW AVE SHUTTLE PROJECT FOR FISCAL YEAR (FY) 2003-04 THIS MANAGEMENT AGREEMENT made and entered into this 18'tl..dayof '5(.,1'kM661'L, 2003, 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 (hereinafter referred to as MBTMA or Consultant), a not for profit 501(c)(4) organization, which address is 777 41't Street, Suite 330, Miami Beach, Florida 33140. SECTION 1 DEFINITIONS Agreement: This written General Management Agreement for Operations and Administration of the Electrowave Shuttle Service 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, in this case, the Miami Beach Transportation Management Association (MBTMA). Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement, as described in Section 2 and Exhibit A. Project Coordinator: An individual designated by the City to coordinate, direct and review, on behalf of the City, all quarterly and other reports to be submitted by the Consultant to the City, as described in Section 2 and Exhibit A. 1 Fixed Fee: Management fee to be paid to Consultant. 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. 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 FY 2003-04 OPERATING BUDGET/COMPENSATION 3.1 FIXED FEE Consultant shall receive quarterly wire transfers from the City for the total Fiscal Year 2003-04 operating budget for the Electrowave Shuttle Service , as approved by the Mayor and City Commission pursuant to Resolution No. 2003-" S'3.rb, dated September 18, 2003, provided herein in an amount not to exceed Two Million, Three Hundred Thirty Six Thousand and 001100 Dollars ($2,336,000), for the Services set forth in Exhibit "A" hereto. As part of the above mentioned funds, a fixed fee of $165,000 is included as direct compensation for the Services being provided by the Consultant pursuant to this Agreement. Consultant shall place all funds transferred by the City to the Consultant in an account designated solely and exclusively for general management of operations and administration of the Services. 3.2 Four quarterly fund transfers shall be made to the Consultant, beginning from the execution of this Agreement, which effective date is October 1, 2003. Consultant shall be required to submit quarterly financial, management, and administrative reports, and other submissions which detail the Consultant's work performed each quarter, as set forth in Exhibit "A". Each quarterly payment shall be made in an amount not to exceed one fourth of the adopted FY 2003-04 Electrowave Operating Budget, excepting the third quarter when the liability insurance coverage on the entire shuttle fleet is due for renewal. In addition, the City shall deduct from each quarterly transfer, whatever funds have remained unused by the Consultant during the previous quarter. 2 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. 4.2 RESPONSIBILITY OF THE CITY 4.2.1 The City shall evaluate the Consultant's performance on a quarterly and annual basis, utilizing a set of parameters established by the City, and agreed to by the Consultant, as set forth in Exhibit "B," entitled "Goals and Performance Standards." 4.2.2 The City shall provide certain goods and services to the Electrowave Shuttle Project, as set forth in Exhibit "C," "Duties of the City." 4.3 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 General 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 1,2003, and ending September 30, 2004. Funding for any additional term(s) shall be subject to approval by the City, at its sole discretion, and be contingent upon a favorable evaluation of the MBTMA by the City and the Florida Department of Transportation (FDOT). 3 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 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 hannless 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, 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 proximately result 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. 4.8 INSURANCE REOUlREMENTS 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 4 during the term of this Agreement and throughout the duration of the work the following lllsurance: 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 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 ofthe 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. 4.8.1 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. 5 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 ofthis Subsection (in its entirety) have been met and provided for. 4.9 TERMINATION. SUSPENSION AND SANCTIONS 4.9.1 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 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 oiJor by virtue ofthis 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 oftermination. Notwithstanding the above, the Consultant shall not be relieved ofliability 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. 4.9.2 Termination for Convenience ofCitv 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 6 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. 4.9.3 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. 4.9.4 Sanctions for NoncomDliance 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. 4.9.5 Chanees 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. 4.10 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. 4.11 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 7 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. 4.12 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. 4.13 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. 4.14 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, and 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, and 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. 4.15 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. 8 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. 4.16 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. 4.17 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 77741 st Street, Suite 330 Miami Beach, Florida 33140 (305) 535-9160 (305) 535-9157 - fax mbtmataJ.earthlink.net 9 TO CITY: City of Miami Beach Fred Beckmann, Director of Public Works Project Coordinator 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33139 (305) 673-7000, Ext. 6185 (305) 604-2498 - Fax fredbeckmannralci.miami-beach.fl.us 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. 4.18 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. 4.19 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 ofthe City of Miami Beach. This Agreement shall be governed by and construed according to the laws of the State of Florida. 10 4.20 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 $1 0,000. 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. 11 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 BY:~a r~ City Clerk ATTEST: FOR CONSULTANT: MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA) ATTEST: Corporate Seal APPROVED AS TO FORM & LANGUAGE & FOR exECUTION J\ 4-lrg (Sft -- IICH2\VOLl \ WORK\$TRA \AMELIAIEW\MBTMA.agrmt.doc 12 EXHIBIT "A" SCOPE OF SERVICES (MBTMA DUTIES) MANAGEMENT AGREEMENT FORTHEELECTROWAVESHUTTLE PROJECT For the upcoming FY 2003-04, the Administration proposes to retain the Miami Beach Transportation Management Association (MBTMA) as the General Manager for administration and operations of the ELECTROWA VEShuttle Project. Among the MBTMA duties, the following are the most important: FinanciallAccountina Duties: o MBTMA will abide by the adopted FY 2003-04 Electrowave Operating Budget, in the amount of $2,336,000. o Submit a written request to the City's Transportation/Concurrency Division for the advancement of funds by the City, based on projected expenditures for each upcoming quarter of the year. The City will advance the requested amount of quarterly funds, out of the adopted Electrowave Operating Budget. Note: This written request for advancement does not apply to the first quarter of the fiscal year (October-December 2003), when the City will automatically advance one-fourth of the total budget funds to MBTMA o Maintain an Electrowave bank account that is separate and independent of the MBTMA bank account, and suitable to receiving wire transfers. o Maintain a detailed accounting system for the project. o Ensure proper expenditures of Electrowave operating funds, as budgeted; and review, approve and pay all invoices. o Maintain computer spreadsheets and comprehensive file system for accounts paid. This practice will help ensure budget control, and maintain daily expenditure and balance totals. o Prepare and submit quarterly expenditure reports to the city-designated Project Manager, Attn: Transportation Coordinator, documenting how advanced funds were spent during the particular month. Similar report shall also be submitted to the Florida Department of Transportation (FDOT) and Miami-Dade Transit (MDT), and the Federal Transit Administration (FTA), if so required by these agencies. Scope of Sef\lices/MBTMA Duties Page 2 o Utilizing account-paid documentation, prepare and submit Quarterly invoiceslrequests for reimbursements with the various State, County, federal and other grant agencies help fund the Electrowave operations. In addition, a transmittal letter and standard City invoice, signed by the City's Project Coordinator shall always accompany the quarterly requests for reimbursement. o All fund reimbursements shall be payable to the City of Miami Beach and addressed to the City's Finance Department. o City maintains the right to audit books at any time using internal or external auditors. o Submit to City a Projected Expenditure Report plus a Proposed Budget with identified funding sources for the new fiscal year, no later than August 31,2004. o Submit a Final Expenditure Report no later than October 31,2004. o Submit to City and other funding agencies an annual Audited Financial Statements, prepared by a professional accounting firm. Procurement Duties: o Coordinate and manage all functions necessary to procure a route service operator, vehicle maintenance, electricity, propane and fuel, marketing, public relations, and advertising, and miscellaneous goods and services. These services include the preparation of requests for proposals and bids, contract requirements, documents, negotiations, hiring and firing. o Abide by Federal, State and City procurement requirements; o Work closely with the appropriate City personnel when preparing and submitting requests for qualifications, proposals, or bids; and during annual budget preparation. In addition, furnish all data and materials needed for the preparation of items requiring City Commission approval. o Contract with a transit operator for the operation of the existing shuttle route, utilizing the transit operator's own drivers, dispatchers, and supervisors; o Contract with Advanced Transportation Technologies Institute (ATTI - formerly ETVI), which has successfully provided technical expertise and mechanical maintenance services to the electric buses and batteries. Scope of ServicesIMBTMA Duties Page 3 o Contract for other services needed for the proper delivery of duties regarding the shuttle project, but within the constraints ofthe City-adopted oprating budgetfor the Project. Revenue-Producina Duties: o Be solely responsible and accountable for all aspects of the Electrowave Project administration, management, operations and services. o Be solely responsible and accountable for the marketing, public relations, and promotional services of the Electrowave Project. o Develop and maintain documents and procedures for all areas of shuttle operation and fleet maintenance. o Strive to meeting and/or exceeding the set of Performance Standards for the Project per se and for the contractor services to the Project. MBTMA's performance as General Manager will be evaluated on a quarterly and annual basis, pursuant to these standards. o Establish and maintain most local, regional, and national contacts which are essential to the Electrowave project's continued success; search for new funding sources, and apply for additional funding to help meet the capital and operating needs of the project. o MBTMA shall be the City-designated expert and coordinator for FT A-related matters, including all report andlor application preparation, and filing requirements. o Electronically process and submit, on a timely manner, documentation and applications to FTA, for all federal operating andlor capital funds that have been earmarked and/or allocated for the Electrowave Project. City will review and sign the packets prior to their electronic submission to FT A. o Research all funding opportunities, prepare and submit applications to support the continuation of contracts and services. o Prepare all non-technical provisions for the Electrowave system, including verifying compliance with all Federal, State, County, and local requirements. o Perform route managemenUscheduling; plan and implement route enhancements, personnel training; and handle all passenger complaints and other service-related challenges. Scope of ServiceslMBTMA Duties Page 4 o Custodian of all Electrowae records, and in charge of all coordination with FDOT, MDT, FTA, and other funding and or permitting agencies. o Monitor shuttle safety requirements and documentation. Prepare and file annual safety report with FDOT, which filing requires City signature. o Manage vehicle maintenance activities. o Monitor operations and quality of services on a daily basis. Analyze and implement changes as required to ensure efficiency and effectiveness. o Respond and resolve all complaints, and respond to any and all inquiries concerning the Project and its services. o Coordinate and conduct driver training and orientation, on a regular basis. o Survey the shuttle ridership on a bi-annual basis and the South Beach community/businesses on an annual basis to monitor efficiency and effectiveness of services. Additional ReDortina Duties: o Prepare any additional reports as required by the City, the Florida Department of Transportation (FDOT), the Miami-Dade Transit (MDT); prepare and file the Federal Transit Administration (FTA) reports within required deadlines. o Prepare and submit annual emissions reductions to Department of Environmental Management (DERM) utilizing national emission standards and formulas. o Prepare and submit electronically the annual report to the National Transit Database related to operations and ridership. o MBTMA will file all reports with the City's Transportation/Concurrency Management Division, and will report to the Department Director. o Prepare and file with the City, quarterly reports for all City-requested non-scheduled shuttle services, dates, purpose and costs included. Alert the City when such non- scheduled services have the potential to exceed budget. o City maintains the right to audit MBTMA books at anytime using internal or external auditors. EXHIBIT "B" GOALS AND PERFORMANCE STANDARDS FOR MBTMA A set of Goals and measured Performance Standards have been established for the period of October 1 t 2003 - September 31, 2004 for the general management services provided by the Miami Beach Transportation Management Association for the City's Electrowave Shuttle Project. MBTMA shall respond to all applicable goals when filing the required monthly reports with the City. Such reports shall be filed with the City's TransportationlConcurrency Division, Attn: Transportation Coordinator. A review meeting may be scheduled with the Director of Public Works, if needed. The FY 2003-04 Goals and Performance Standards are: 1. Continue to improve headways on the Washington Avenue Route from the present 8-10 minutes to 5-8 minutes, by the end of the performance period (September 30,2004). Quarterly progress reports shall be submitted. 2. Maintain shuttle availability at 80% of the existing fleet, or better. Quarterly progress reports shall be submitted. 3. Maintain the number of tows (road calls) to no more than 10 per month. Quarterly progress reports shall be submitted. 4. Maintain computer reporting system to track and printout the following performance-related items, automatically and on demand. o Ridership counts by fiscal year, month, week, day, route o Golden Passports by fiscal year, month, week, day, route o Ridership counts during special events o Farebox revenues o Loss of farebox revenues due to special event services performed with rented buses. o Quarterly Progress Reports 5. Conduct bi-annual evaluations of service hours, ridership demands, and efficiency of service for submission to the City. Goals and Performance Standards for MBTMA Page 2 6. Implement an expanded marketing/advertising campaign with advertising in major publications, local publications, public service announcements, etc.. 7. Monitor and evaluate communications between operations and fleet maintenance, conduct quarterly performance evaluations of both, and meet with City for review of results. Request that the respective contractors develop computer programs to help MBTMA track the below-mentioned performance measurements: o Safety/Accident Reports o Road Calls (Tows) o Road Calls (Service) o Battery Service o Work Orders Submitted o Work Orders Completed 8. On a Quarterly basis, preparelsubmit requests for reimbursement by both FOOT (Service Development Program) which helps fund Electrowave Operations. 9. Prepare and submit, electronically, the application papers required by FTA for the capital and operating funds that have been previously earmarked andlor allocated for the Electrowave Project. This shall be accomplished within a time- line that is mutually agreed upon, in writing, by the City and MBTMA. 10. All Electrowave and MBTMA-related items that require consideration and approval by the City Commission, shall be submitted to the Transportation/Concurrency Division no later than 30 days prior to the specified meeting date. 11. Prepare and submit annual emission reductions to Department of Environmental Management (DERM). 12. Prepare and submit quarterly progress reports to FT A on active grants for capital purchases. 13. Submit mandatory, on-line annual report for operations and ridership to National Transit Database. EXHIBIT "C" SCOPE OF SERVICES (CITY DUTIES) ELECTROWAVE SHUTTLE PROJECT The City will retain the following duties regarding the Electrowave Shuttle Project (the Project): o Maintain ownership of all shuttle buses, equipment, tools, and facilities from which the services are operated. . o Consideration and approval of all major policy decisions regarding the capital and operating Project funds and expenditure of future funds. o Consideration, approval and appropriation of annual budgets, after preparation and submission by MBTMA (including proposed City funding participation). o Maintain custody over the Project funds (capital and operating). o transfer of one-forth of the Project operatina funds to MBTMA, on a quarterly basis, beginning October 1, 2003, utilizing the procedures and method established in Section 2 of the General Management Agreement, as executed by the City and Consultant for the Project. o Consideration, approval, and execution of agreements with County, State, Federal agencies. o Review all reports and quarterly requests for reimbursement prepared by MBTMA, prior to their submission to the outside funding agencies. These will become official City submissions executed by an authorized City official, and submitted by MBTMA. o Preparation of all City Commission Agenda Items and LTC's regarding the project, utilizing data and input provided by MBTMA. o Administrative, management and accounting services for the FT A-funded capital program. o All applicable City Departments shall invoice MBTMA for certain City-support services to the Electrowave Project, which may prove to be unsuited to outsourcing, such as certain internal service costs (sewer, water, diesel fuel, gasoline) and fare- collection related contract with the Parking Department.