2004-25706 Reso
RESOLUTION NO. 2004-25706
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
MANAGEMENT AND OPERATION AGREEMENT BETWEEN THE
CITY AND THE MIAMI BEACH TRANSPORTATION MANAGEMENT
ASSOCIATION (MBTMA), WITH A MANAGEMENT FEE IN THE
AMOUNT OF $169,950, FOR THE PERFORMANCE OF GENERAL
MANAGEMENT SERVICES FOR OPERATION AND
ADMINISTRATION OF THE LOCAL SHUTTLE PROJECT
(pREVIOUSLY KNOWN AS ELECTROW AVE), COMMENCING ON
OCTOBER 1, 2004 AND ENDING ON SEPTEMBER 30, 2005;
AUTHORIZING THE ADVANCEMENT OF ONE FOURTH OF THE
FISCAL YEAR 2004-05 OPERATING BUDGET FUNDS 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, BY CLOSING OF
THE CONTRACT YEAR.
WHEREAS, the Miami Beach Transportation Management Association (MBTMA)
developed and helped implement The Local Shuttle Service, previously known as
Electrowave, (the Project), and acted as overseer of the Project's contracts and services
from its inception in January 20, 1998, through September 30, 2001, on behalf of the
City; and
WHEREAS, in Fiscal Year 2001-02, MBTMA was hired as the General Manager for
operations and administration ofthe Project; and
WHEREAS, the City wishes to rehire MBTMA as the Project's General Manager for
operation and administration in Fiscal Year 2004-05; and
WHEREAS, the adopted Fiscal Year 2004-05 Shuttle Operating Budget is
$2,058,935; and
WHEREAS, the Project budget includes a Project Administration category, in the
amount of $169,950, as direct compensation to MBTMA for performance of general
management services, as set forth in the attached Management and Operation Agreement;
said services commencing on October 1, 2004 and ending on September 30, 2005; and
WHEREAS, the City shall advance, on a quarterly basis, one-fourth of the FY 2004-
05 Project 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 an
account established by MBTMA with a chosen financial institution; and
WHEREAS, MBTMA shall file quarterly expenditure/progress reports with the City
documenting and accounting for the use of the Project funds; file monthly reports with
FDOT, as well as reports required by the Federal Transit Administration (FTA) 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 approve and authorize the Mayor and City Clerk to execute the
attached Management and Operation Agreement between the City and the Miami Beach
Transportation Management Association (MBTMA), with a management fee in the
amount of $169,950, for the performance of general management services for operation
and administration of The Local Shuttle Project (previously known as Electrowave),
commencing October 1, 2004 and ending September 30, 2005; authorizing the
advancement of one fourth of the Fiscal Year 2004-05 operating budget funds 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, by closing of the contract year.
PASSED AND ADOPTED this the 28th
,2004.
ATTEST:
~M1r f(l,l~
ITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUnON
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~ '"Dlt8
CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
lD
Condensed Title:
A Resolution waiving, by 5/7ths vote, competitive bidding requirement and authorizing the execution of an
Agreement with the Miami Beach Transportation Management Association (MBTMA), in the amount of
$2,058,935 for the performance of general management services for operations and administration ofthe
Local Shuttle project (Electrowave); authorizing fund advancements to MBTMA on a quarterly basis;
providing for the filing or quarterly reports and annual audits; and for the return of unused funds by closing
of contract vear.
Issue:
Shall the City contract with MBTMA for shuttle general management services?
Item Summa IRecommendation:
This item is contingent upon approval of the FY 2004-05 Shuttle Operating Budget. MBTMA has overseen
the shuttle project since its inception in 1996, Under this contract, MBTMA is bound by an extensive Scope
of Services and a set of measurable Goals and Performance Standards, while working closely with and
under the supervision of the Director of Public Works. One line item of this quarterly transferred
$2,058,935 shuttle budget is the MBTMA General Management Contract per se, in the amount of
$169,950, as direct compensation for the costs incurred by MBTMA in the performance of its shuttle-
related duties, The Administration believes it to be in the best interest of the City to waive competitive
biddin and continue contractin with MBTMA, and recommends a roval of the Resolution,
Advisory Board Recommendation:
I N/A
Financial Information:
Source of
Funds:
$1,000,000
500,000
40,000
438,935
80,000
$2,058,935
Approved
480,0050,000491 Parking Budget
187,8000,312910 PTP funds
183,8000.334404 FDOT/JPA funds
158,8000,341226 Conc.Mitg/SoBe
Projected 04-05 fare collection rev,
Previously-adopted Shuttle Budget
Ci Clerk's Office Le islative Trackin
Robert Halfhill
T:\AGENDA\2004\Sep2804\RegularlShullle Mgmt by MBTMA-Summary,doc
AGENDA ITEM ~7 L
DATE q-l1>q
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www,miamibeachfl,gov
To:
From:
Subject:
COMMISSION MEMORANDUM
Mayor David Dermer and
Members of the City Commission
Jorge M, Gonzalez ~yv--r
City Manager U
Date: September 28, 2004
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 AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A GENERAL MANAGEMENT
AGREEMENT BETWEEN THE CITY AND THE MIAMI BEACH
TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA), IN THE
AMOUNT OF $2,058,935 FOR THE PERFORMANCE OF GENERAL
MANAGEMENT SERVICES FOR OPERATIONS AND ADMINISTRATION
OF THE SHUTTLE PROJECT; AUTHORIZING THE ADVANCEMENT OF
ONE FOURTH OF THE FISCAL YEAR 2004-05 OPERATING BUDGET
FUNDS 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, BY CLOSING OF THE
CONTRACT YEAR.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
This item is contingent upon approval of the proposed FY 2004-05 Shuttle Operating
Budget, submitted as a previous item on this September 28th Commission Agenda.
The Miami Beach Transportation Management Association (MBTMA) has overseen the
shuttle 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 shuttle project. There are several
advantages to this City arrangement with MBTMA:
1. MBTMA is a public/private, not-for-profit organization created and funded by the Florida
Department of Transportation (FOOT), and the City, for the purpose of developing and
implementing attractive transit alternatives to the private automobile. Therefore,
MBTMA is allowed to utilize city, county and state funds included in the shuttle budget.
2. If the City were to hire an outside contractor, other than MBTMA, the City would have to
hire sufficient City staff to supervise all shuttle funds, pay all project invoices, prepare
all requests for reimbursements, make all electronic filings with FTA, and prepare all
reports required by FDOT and FTA, which duties are presently handled by MBTMA.
A detailed Scope of Services (MBTMA Duties) is included as Exhibit "A" and made part of
the proposed General Management Agreement with MBTMA. A summary of MBTMA's
main duties regarding the Project follows:
o MBTMA abides by the City-adopted annual shuttle operating budget.
o Receives quarterly wire transfers (from City) of one fourth of annual operating funds.
o Ensures proper expenditures and accounting of shuttle operating funds.
o Maintains detailed accounting and filing systems for the project.
o Files quarterly expenditure and administrative reports with the City.
o Files quarterly and annual reports with FT A.
o Files monthly reports with FDOT.
o Abides by Federal/State/City procurement requirements.
o Submits annual audit reports prepared by a professional accounting firm, as required.
o Prepares/files quarterly invoices/requests for reimbursements with FDOT.
o Contracts with and supervises the work of all firms/organizations that provide services
to the shuttle project.
o Administers and monitors the fare collection and depositing processes.
o Marketing, public relations, and promotional services.
o Route management and scheduling, and personnel training.
o Passenger complaints and other service-related challenges.
o Furnishes data/material needed for items requiring City Commission approval.
o Responds to requests made by the City elected officials and/or Administration
regarding the shuttle project.
A set of measurable Goals and Performance Standards is also included as Exhibit "B" and
made part of the General Management Agreement with MBTMA. The City conducts
evaluations of MBTMA's performance, based on the above-mentioned standards.
The City retains the following duties (Exhibit "C') regarding the shuttle project.
o All major policy decisions regarding the continuation and/or expansion of services.
o Approval of annual budgets, including City funding participation/local match.
o Custody over the project operating funds.
o The City advances one-fourth (1/4th) ofthe operating funds (shuttle budget) to MBTMA,
on a quarterly basis, via wire transfers.
o Full custody and responsibility over the project capital funds (FT A Section 5309 funds).
o Ownership of all funds received from County Transit Surtax proceeds and funds
reimbursed by FDOT, as part of the annual shuttle operating budget.
o Consideration, approval, and execution offunding agreements with County, State, and
Federal agencies, as applicable;
o Preparation of all City Commission Agenda Items and L TCs regarding the Project;
o Provision of shuttle buses/equipment/facilities from which the services are operated.
One line item of the FY 2004-05 Shuttle Operating Budget is the MBTMA General
Management Contract, in the amount of $169,950. Attached as Exhibit "O"to the contract,
you will find a 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.
JMG/RM/FB/RH/AJ
Attachment: General Management Agreement (with its Exhibits ''A'' through "0")
T:\AGENDA\2004\Sep2804\RegularlShuttJe Mgmt by MBTMA-Memo,doc
OPERATION AND 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 & OPERATION
OF "THE LOCAL SHUTTLE" SERVICE,
PREVIOUSLY KNOWN AS ELECTROW AVE,
FOR FISCAL YEAR 2004-05
THIS OPERATION AND MANAGEMENT AGREEMENT made and entered into
this 1 st day of October. 2004, 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, whose address is 777 41st Street, Suite 330, Miami Beach,
Florida 33140.
SECTION 1
DEFINITIONS
Agreement:
This written Agreement for operation and administration of
The Local 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 ofthe City.
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."
Fixed Fee:
Management fee to be paid to Consultant.
Risk Manager:
The Risk Manager ofthe 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 2004-05 LOCAL SHUTTLE OPERATING BUDGET/COMPENSATION
3.1 Consultant shall receive quarterly wire transfers from the City for the total Fiscal Year
2004-05 Operating Budget for The Local Shuttle Service, as approved by the Mayor and City
Commission pursuant to Resolution No. , dated September 28, 2004, in an
amount not to exceed Two Million Fifty Eight Thousand Nine Hundred Thirty Five and
00/100 Dollars ($2,058,935), which Budget incorporates and requires the provision of the
Services set forth in Exhibit "A" hereto.
As part of the above mentioned funds, a fixed management fee of$169,950 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, commencing following
the approval of this Agreement by the Mayor and City Commission and as of the effective
date of the Agreement, October 1, 2004, 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 2004-05 Local Shuttle Operating Budget, excepting the third quarter when the
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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.
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 any and all applicable ordinances and regulations, including but not limited to, any and all
applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of
Florida, and federal government, ADA, EEO Regulations and Guidelines.
4.2 RESPONSIBILITY OF THE CITY
4.2.1 The City shall provide certain goods and services to The Local Shuttle Project, as set
forth in Exhibit "C," "Duties of the City."
4.2.2 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."
4.3 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 City hereby approves Consultant's General Manager, (Judy Evans, Executive
Director of MBTMA), who shall continue to serve as the Project Manager and the City's
primary contact regarding the day to day administration, operation and management of The
Local Shuttle and of the Services to be provided pursuant to this Agreement. Any replacement
or subsequent General Manager must be approved by the City, which approval shall not be
unreasonably withheld, prior to commencement of the replacement manager's appointment.
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4.5 DURATION AND EXTENT OF AGREEMENT
The term ofthis Agreement shall be for a period of twelve (12) months, commencing on
October 1,2004, and ending September 30, 2005. 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).
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 re-use by Consultant or the parties shall be approved in writing by the City
prior to such intended re-use..
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, 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
4.8 INSURANCE REQUIREMENTS
The Consultant shall not commence any servIces pursuant to this Agreement until all
insurance required under this Subsection has been obtained and such insurance has been
approved by the City's Risk Manager. The Consultant shall maintain and carry in full force
during the term of this Agreement and throughout the duration of the services the following
Insurance:
1. Professional General Liability in the amount of $1,000,000.00.
2. Workers Compensation & Employers Liability, as required pursuant to Florida Statute.
All policies are subject to the following provisions:
All insurance must be furnished by insurance companies authorized to do business in the
State of Florida and approved by the City's Risk Manager, The Citv of Miami Beach. Florida
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 services
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 its 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.
Compliance with the foregoing requirements shall not relieve the Consultant of the
liabilities and obligations under this Subsection or under any other portion of this Agreement,
and the City shall have the right to obtain from the Consultant specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
4.9.1 ENDORSEMENTS
All of Consultant's certificates, above, shall contain endorsements providing that written
notice shall be given to the City at least thirty (30) days prior to termination, cancellation or
reduction in coverage in the policy.
5
4.9.2 CERTIFICATES
Unless directed by the City otherwise, the Consultant shall not commence the Services
until the City has received and approved, in writing, certificates of insurance showing that the
requirements ofthis Subsection (in its entirety) have been met and provided for.
4.10 TERMINATION. SUSPENSION AND SANCTIONS
4.10.1 Termination for Cause
If the Consultant shall fail to fulfill in a timely manner, or otherwise violate any of
the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon
have the right to terminate this Agreement and 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 of/or by virtue of this
Agreement.
In that event, all finished and unfinished documents, data, studies, surveys, drawings,
maps, models, photographs, reports and other work products prepared by the Consultant (and
its subconsultants) shall be properly assembled and delivered to the City, at the Consultant's
sole cost and expense. Consultant shall be paid for any Services satisfactorily performed up
to the date of termination, provided, however, that if Consultant shall not comply with this
paragraph, the City shall have the right to withhold any payments to Consultant until such
time as Consultant has complied.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City
for damages sustained by the City by any breach of the Agreement by the Consultant. The
City, at its sole option and discretion, shall additionally be entitled to bring any and all
legal/equitable actions that it deems to be in its best interest in order to enforce the City's right
and remedies against the defaulting party. The City shall be entitled to recover all costs of
such actions, including reasonable attorney's fees.
4.10.2 Termination for Convenience ofCitv
NOTWITHSTANDING SUBSECTION 4.10.1 ABOVE, THE CITY MAY, FOR
ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE SERVICES
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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 NINETY (90) DAYS
FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN
TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED
DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED IN SECTION 2 AND IN
EXHIBIT "A" SHALL BE PROPERLY ASSEMBLED AND DELIVERED TO THE
CITY AT CONSULTANT'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS
TERMINATED BY THE CITY, AS PROVIDED IN THIS SUBSECTION,
CONSULTANT SHALL RETURN TO THE CITY A PROPORTION OF THE $50,000
IN FUNDS THAT WILL BE FRONTED BY THE CITY TO THE CONSULTANT, AS
A LUMP-SUM AMOUNT. CONSULTANT SHALL ALSO PROMPTLY ASSEMBLE
AND DELIVER TO CITY AT CONSULTANT'S SOLE COST AND EXPENSE, 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.
4.10.3 Termination for Insolvencv
The City also reserves the right to terminate the remaining Services to be performed
in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes
an assignment for the benefit of creditors. In such event, the right and obligations for the
parties shall be the same as provided for in Section 4.10.2.
4.10.4 Sanctions for Noncomoliance with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the nondiscrimination
provisions of this Agreement, the City shall impose such sanctions as the City or the State of
Florida may determine to be appropriate, including but not limited to, withholding of
payments to the Consultant under the Agreement until the Consultant complies and/or
cancellation, termination or suspension of the Services, In the event the City cancels or
terminates the Services pursuant to this Subsection the rights and obligations of the parties
shall be the same as provided in Section 4.10.2.
4.10.5 Chan!!:es 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.
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AUDIT AND INSPECTIONS
At any time during normal business hours and as often as the City may deem necessary,
there shall be made available to the City and/or such representatives as the City may deem to
act on its behalf, to audit, examine and make audits of all contracts, invoices, materials,
payrolls, records of personnel, conditions of employment and other data relating to all matters
covered by this Agreement. Consultant shall maintain any and all records necessary to
document compliance with the provisions of this Agreement.
4.12 ACCESS TO RECORDS
Consultant agrees to allow access during normal business hours to all financial records
to the City and/or such authorized representatives as it may deem to act on its behalf, and
agrees to provide such assistance as may be necessary to facilitate financial audit by the City
or its representatives when deemed necessary to insure compliance with applicable accounting
and financial standards. Consultant shall allow access during normal business hours to all
other records, forms, files, and documents which have been generated in performance of this
Agreement, to those personnel as may be designated by the City.
4.13 ASSIGNMENT. TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under this Agreement
without the prior written consent of the City.
4.14 SUB-CONSULTANTS
The Consultant shall be liable for the Consultant's servIces, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of sub-
consultants, and any other person or entity acting under the direction or controls of the
Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to
include any sub-consultants and any other person or entity acting under the direction or
control of Consultant. All sub-consultants must be approved in writing prior to their
engagement by Consultant.
4.15 EOUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant shall not
discriminate against any employee or applicant for employment because of race, color,
religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap,
The Consultant shall take affirmative action to ensure that applicants are employed and that
employees are treated during their employment without regard to their race, color, religion,
ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual
8
orientation. Such action shall include, but not be limited to the following: employment,
upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or
termination; rates of pay, or other forms of compensation; and selection for training, including
apprenticeship.
4.16 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan Miami-Dade County
Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach
Charter and Code, as may be amended, which are incorporated by reference herein as if fully
set forth herein, in connection with the Agreement conditions hereunder.
The Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirectly which should conflict in any manner or degree with the
performance of the Services. The Consultant further covenants that in the performance of this
Agreement, no person having any such interest has been employed by the Consultant. No
member of or delegate to the Congress of the United States shall be admitted to any share or
part of this Agreement or to any benefits arising therefrom.
4.17 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all information, design
specifications, processes, data and findings, shall be made available to the City for public use.
No reports, other documents, articles or devices produced in whole or in part under this
Agreement shall be the subject of any application for copyright or patent by or on behalf of
the Consultant or its employees or subcontractors.
4.18 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 ofthe Agreement.
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).
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Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT:
Miami Beach Transportation Management Association (MBTMA)
Judy I. Evans, Executive Director
777 41 st Street, Suite 330
Miami Beach, Florida 33140
(305) 535-9160
(305) 535-9157 - fax
mbtma(al,earthlink,net
TO CITY:
City of Miami Beach
Fred H. Beckmann, Director
Director of Public Works
1700 Convention Center Drive, 4th Floor
Miami Beach, FL 33139
(305) 673-7000, Ext. 6922
FredBeckmann@miamibeachtl.gov
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on
the day following the date mailed; and if mailed to an address outside the city of dispatch on
the seventh day following the date mailed.
4.19 GOVERNING LAW AND EXCLUSIVE VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Florida, both substantive and remedial, without regard to principles of conflict of laws.
The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade
County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if
in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY
EXPRESSLY WANE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
4.20 ENTIRETY OF AGREEMENT
This writing and the Services embody the entire Agreement and understanding between
the parties hereto, and there are no other agreements and understandings, oral or written with
reference to the subject matter hereofthat are not merged herein and superseded hereby.
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.
This Agreement shall be governed by and construed according to the laws of the State
of Florida.
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4.21 LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the City's liability for any cause of action for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never exceeds
the sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement
with Consultant's recovery from the City for any damage action for breach of contract to be
limited to a maximum amount of $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,
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as ofthe date first entered above.
FOR CITY:
ATTEST:
~
. AJJt ~M~
ity Clerk
FOR CONSULTANT:
ATTEST:
CITY OF MIAMI BEACH, FLORIDA
MIAMI BEACH TRANSPORTATION
MANAGEMENT ASSOCIATION (MBTMA)
Corporate Seal
APPRovED AS TO
FORM & LANGUAGE
& FOR EXECUnON
T:\AGENDA \2004\Sep2804\Regular\Shuttlc Mgmt by MBTMA-Agreement.doc
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EXHIBITS
FY 2004-05 GENERAL MANAGEMENT AGREEMENT WITH MBTMA
FOR OPERATIONS AND ADMINISTRATION OF THE LOCAL SHUTTLE
Pages
o EXHIBIT" A" - Scope of Services (MBTMA Duties) 1 - 4
o EXHIBIT "B" - Goals and Performance Standards for MBTMA 5 - 6
o EXHIBIT "C" - Scope of Services (City Duties) 7 - 8
o EXHIBIT "D" - MBTMAlShuttle Contract Management Budget 9
EXHIBIT "A"
SCOPE OF SERVICES (MBTMA DUTIES)
MANAGEMENT AGREEMENT FOR THE LOCAL SHUTTLE SERVICE
For the upcoming FY 2004-05, the Administration proposes to retain the Miami
Beach Transportation Management Association (MBTMA) as the General Manager
for administration and operations of the Local Shuttle Service. Among the MBTMA
duties, the following are the most important:
Financial/Accounting Duties:
o MBTMA will abide by the adopted FY 2004-05 Shuttle Operating Budget, in the
amount of $2,058,935.
o Submit a written request to the City's Transportation section of the Public Works
Department 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 shuttle operating budget.
Note: this written request for advancement does not apply to the first quarter of
the fiscal year (October-December 2004), when the City will automatically
advance one-fourth of the total budget funds to MBTMA.
o Maintain an Local Shuttle 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 shuttle 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 Agency (FT A), if so required by these agencies.
1
o Utilizing accounts-paid documentation, prepare and submit Quarterly
invoices/requests for reimbursements with the various State and other grant
agencies, as applicable, helping fund the shuttle 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 anytime 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 July 31,2005.
o Submit a Final Expenditure Report no later than October 31, 2005.
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 routes, utilizing
the transit operator's own drivers, dispatchers, and supervisors;
o Contract with the Electric Transit Vehicle Institute (ETVI), which has successfully
provided technical expertise and mechanical maintenance services to the electric
buses and batteries, since August 6, 2001.
o Contract for other services needed for the proper delivery of duties regarding the
project, but within the constraints of the City-adopted operating budget for the
Project.
2
Revenue-Producing Duties:
o Utilize and pay for a proportional share of a contract the City's Parking
Department has with Loomis Fargo for the retrieval, counting, and depositing of
transit fare revenues collected by the service in a City/Shuttle-designated bank
account.
o Administer and monitor the fare collection and depositing processes. Reconcile
passenger count data (paying customers minus Golden Passport, Special
Transportation Services-STS, and Military Pass riders) with collected fare
revenue.
o Coordinate a Park & Ride and debit card promotion, in partnership with the City's
Parking Department.
o Advertise, solicit and collect monthly dues from prospective customers for the on-
board advertising program, which helps fund shuttle operations. All advertising
revenues shall be deposited with the City cashier, utilizing a shuttle-designated
revenue account.
General Duties:
o Be solely responsible and accountable for all aspects of the Local Shuttle service
administration, management, operations and services.
o Be solely responsible and accountable for the marketing, public relations, and
promotional services of the Local Shuttle service.
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 Local Shuttle 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 and/or application preparation, and filing
requirements.
3
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 shuttle service, including verifying
compliance with all Federal, State, County, and local requirements.
o Perform route management and scheduling; plan and implement route
enhancements, personnel training; and handle all passenger complaints and
other service-related challenges.
o Custodian of all shuttle records, and in charge of all coordination with FOOT,
MDT, FTA, and other funding and/or permitting agencies.
o Monitor safety requirements and documentation. Prepare and file annual safety
report with FOOT, 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 ridership on a quarterly basis and the South Beach community on an
annual basis to monitor efficiency and effectiveness of services.
Additional Reporting Duties:
o Prepare any additional reports as required by the City, the Florida Department of
Transportation (FOOT), the Miami-Dade Transit (MDT); prepare and file the
Federal Transit Administration (FT A) Section 15 Reports, within required
deadlines.
o MBTMA will file all reports with the City's Transportation section of Public Works,
and will report to the Department Director.
o Prepare and file with the City, quarterly reports for all City-requested non-
scheduled 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.
4
EXHIBIT "B"
GOALS AND PERFORMANCE STANDARDS
FOR MBTMA
A set of Goals and measured Performance Standards has been established for the
period of October 1, 2004 - September 30, 2005 for the general management
services provided by the Miami Beach Transportation Management Association for
the Local Shuttle Project.
MBTMA shall respond to all applicable goals when filing the required quarterly
reports with the City. Such reports shall be filed to the attention of the City's
Transportation Coordinator. A review meeting may be scheduled with the Director of
Public Works, if needed.
The FY 2004-05 Goals and Performance Standards are:
1. Increase ridership by 10% by the end of the performance period (September 30,
2006).
2. Improve headways to 8-10 minutes, by the end of the performance period
(September 30, 2006).
3. Maintain availability at 90% of the existing fleet, or better.
4. Maintain the number of tows (road calls) to no more than 5 per month.
5. Maintain and improve computer program to track and print out the following
performance-related items, automatically and on demand.
a. Ridership counts by fiscal year, month, week, day, route, and totals
b. Gold Passport, STS, and Military Pass counts: same as above
c. Hourly ridership counts per bus/per route, after on-bus counters are
purchased and installed.
d. Ridership counts during special events
e. Fare revenues
f. Loss of fare revenues due to special event services performed by rented
buses.
Quarterly progress reports on the above six points shall be submitted.
6. Conduct bi-annual evaluations of service hours, ridership demands, and
efficiency of service for submission to the City. Bi-annual progress reports shall
be submitted.
5
7. Monitor and evaluate communications between operations and fleet
maintenance, Conduct quarterly performance evaluations of both, and meet with
City for review of results. This will help MBTMA track the below-mentioned
performance measurements:
a. Safety/accident reports
b. Road calls
c. Battery service
d. Work orders submitted
e. Work orders completed.
8. On a quarterly basis, prepare/submit requests for reimbursement by FDOT
(Service Development Program, which helps fund shuttle operations.
9. Up to the point when the City's Finance Department is fully trained to take over
the duties, MBTMA shall prepare and submit, electronically, the application
papers required by FT A for the bus/bus equipment capital funds that have been
previously earmarked and/or allocated for the shuttle project. This shall be
accomplished within a timeline that is mutually agreed upon, in writing, by the
City and MBTMA. MBTMA shall have no duties regarding the FTA capital funds
allocated to the intermodal facility project.
1 O.AII Shuttle/MBTMA-related items that require consideration and approval by the
City Commission, shall be submitted to the Transportation Section of Public
Works no later than 30 days prior to the specified meeting date.
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EXHIBIT "e"
SCOPE OF SERVICES (CITY DUTIES)
THE LOCAL SHUTTLE PROJECT
The City will retain the following duties regarding the Local Shuttle Project (the
Project):
o Maintain ownership of all 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-fourth of the Project operatinq funds to MBTMA, on a quarterly
basis, beginning October 1, 2004, 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 After receiving specialized FTA training, the City's Finance Department, will
electronically process and submit all applications, reports, and requests for
reimbursement to FTA, for all FTA capital funds that have been earmarked
and/or allocated for the purchase of bus and bus-related equipment, and for the
intermodal facility project.
o Administrative, management and accounting services for the FTA-funded capital
program..
o Review all reports and quarterly requests for reimbursement of operating funds
prepared by MBTMA, prior to their submission to FOOT. 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 L TCs regarding the shuttle
project, utilizing data and input provided by MBTMA;
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o Applicable City Departments shall invoice MBTMA for certain City-support
services to the Local Shuttle service, which may prove to be unsuited to
outsourcing, such as certain internal service costs for sewer and fare collection-
related contract with the Parking Department/Loomis Fargo.
F:\WORK\$TRAIAMELlA\EWlMBTMA Shuttle Scope-Goals-CityDuties,doc
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EXHIBIT "0"
MBTMA/SHUTTLE CONTRACT MANAGEMENT BUDGET SUMMARY
FY 2004/2005
The FY 2004-05 MBTMA/Shuttle Contract Management Budget, at
$169,950, reflects actual projected expenses related to general
management for operations and administration of the Local Shuttle
Service.
SALARIES: (Includes Social Security and Employment Taxes)
TOTAL SALARIES:
$ 47,306
37,282
25,228
17,934
1,590
$ 129,340
o Executive Director
o Associate Director
o Marketing Coordinator
o Clerical Support
o Temporary Hourly
TRAVEL: $ 1,500
OFFICE SPACE: 18,960
OFFICE/OPERATING SUPPLIES: 9,000
TELEPHONE: 2,400
POSTAGE: 3,500
ANNUAL AUDIT: 5.250
PROJECT TOTAL:
S 169,950
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