99-23330 RESO
RESOLUTION NO.
99-23330
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT IN THE AMOUNT OF $99,250, BETWEEN THE
CITY OF MIAMI BEACH AND THE MIAMI BEACH TRANSPORTATION
MANAGEMENT ASSOCIATION (MBTMA), FOR CONTRACT
MANAGEMENT AND ADMINISTRATIVE SERVICES TO BE
PERFORMED BY MBTMA FOR THE ELECTROW A VE PROJECT; AND
FURTHER AUTHORIZING THE TRANSFER OF $99,250 IN PROJECT
ADMINISTRATION FUNDS FROM THE ADOPTED FISCAL YEAR 1999-
2000 ELECTROW A VE OPERATING BUDGET, SUCH FUND TRANSFER
BEING MADE ON A QUARTERLY BASIS, BEGINNING OCTOBER 1,1999.
WHEREAS, the Miami Beach Transportation Management Association (MBTMA) has
developed the Electrowave Project and administered its contracts and services, on behalf of the City;
and
WHEREAS, the Electrowave Service began January 20,1998; and
WHEREAS, the Electrowave Operating Budget, adopted for Fiscal Year 1999-2000,
includes a Project Administration category, in the amount of$99,250; and
WHEREAS, the City wishes to enter into the attached Professional Services Agreement with
MBTMA, and transfer $99,250 from this account to MBTMA, for continued contract management
and Project administration services; and
WHEREAS, MBTMA is required to maintain an individual bank account for these funds;
file Section 15 Reports for the PT A Section 3 funds; and also file an expenditure/progress report
with the City, the Florida Department of Transportation, and the Miami-Dade Transit Agency on a
monthly basis, documenting the use of the Project funds.
NOW, THEREFORE, BE IT RESOL VED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission approve and authorize the Mayor and City Clerk to execute the attached Professional
Services Agreement, in the amount of$99,250, between the City of Miami Beach and the Miami
Beach Transportation Management Association (MBTMA), for the transfer of $99,250 in Project
Administration funds from the adopted 1999-2000 Electrowave Operating Budget, for contract
management and overall administrative services to be performed by MBTMA for the Electrowave
Project; such fund transfer being made on a quarterly basis, beginning October I, 1999.
PASSED AND APPROVED this the 22nd day of
September
, 1999.
ATTEST:
APPROVED 1->$ TO
FORM & LANGUAGE
I' () I f . I & FOR EXECUTION
\ ltJ UL~ Q etA.. C Lu./,--
CITY CLERK Il/i mfiJ.I/ I
~
~A
MAYOR
1J./'Q
Dote
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH. FLORIDA 33139
http:\\ci.miami-beach.f1.us
COMMISSION MEMORANDUM NO. G,5o -'1~
TO:
Mayor Neisen O. Kasdin and
Members of the City C mission
DATE: September 22, 1999
SUBJECT:
A RESOL OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT IN THE AMOUNT OF $99,250, BETWEEN THE
CITY OF MIAMI BEACH AND THE MIAMI BEACH TRANSPORTATION
MANAGEMENT ASSOCIATION (MBTMA), FOR CONTRACT
MANAGEMENT AND OVERALL ADMINISTRATIVE SERVICES TO BE
PERFORMED BY MBTMA FOR THE ELECTROW AVE PROJECT; AND
FURTHER AUTHORIZING THE TRANSFER OF $99,250 IN PROJECT
ADMINISTRATION FUNDS FROM THE ADOPTED FISCAL YEAR 1999-
2000 ELECTROW AVE BUDGET, SUCH TRANSFER BEING MADE ON A
QUARTERLY BASIS, BEGINNING OCTOBER 1,1999.
FROM:
Sergio Rodriguez
City Manager
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
BACKGROUND
This item is contingent on approval of the proposed PY 1999-2000 Electrowave Operating Budget,
submitted as a previous item of this same City Commission Agenda.
Prom the shuttle service inception, the Project Administration funds included in the Electrowave
Budget have been transferred to the Miami Beach Transportation Management Association
(MBTMA) which, on the City's behalf, has first-line responsibility for the project's efficiency and
effectiveness. MBTMA performs most of the project's administrative services, oversees all
contracts, marketing and advertising, plans and implements route enhancements, performs route
management and scheduling, oversees vehicle maintenance, personnel training, and handles all
complaints and other challenges.
Additionally, MBTMA establishes and maintains most local, regional, and national contacts which
are essential to the Project's continued success, searches for new funding sources, and applies for
additional funding to help meet the capital and operating needs of the project.
Agenda Item -RI-YY\
Date C}-d.~"'~
388
ANALYSIS
As previously explained, the City maintains two annual agreements with MBT A, as follows:
I. Providing "seed" funds for MBTMA to operate as a public-private organization, at $50,000
a year, funded by the Parking Enterprise Fund, as fully explained in a previous Agenda item;
and
2. Hiring MBTMA to perform contract management and administrative services for the
Electrowave Project, at $99,250, funded by the shuttle operating budget. This Agenda item.
The Administration is pleased with MBTMA's performance and, once again, proposes that a
Professional Services Agreement be executed for the upcoming fiscal year. In the two previous
contract years, the amount budgeted for Project Administration was $95,700. Due to the fact that
in FY 1999-2000 the Electrowave project will be using FTA Section 3 capital funds to acquire four
(4) new shuttle vehicles and equipment, MBTMA will be required to file Section 15 Reports for the
expenditures. This Federal reporting system is quite extensive, demanding and time consuming.
The Administration recommends that the Project Administration figure be raised to $99,250.
The $99,250 would be transferred to MBTMA through quarterly payments of$24,812.50 each, with
the first installment due October I, 1999. The services to be delivered by MBTMA are herein
attached as Exhibit" A," Scope of Services. Additionally, Exhibit "B" is the MBTMA-proposed
Contract Management Budget, a summary of which is provided below:
Salaries/Benefits of 3 full-time employees
Travel
Office/Operating
Postage
Design of New Promotional Brochure
DevelopmentAdvertising Sales Package
Total .................................................
$69,250 *
6,000
3,000
2,500
10,000
4.500
$99,250
*
This figure represents 50.2% of the total salary and benefits to be paid to three (3) MBTMA
employees during FY 1999-2000. The 49.8 % balance is paid by the MBTMA Operating
Budget (also submitted for approval on this Agenda) which includes $50,000 from the City,
$75,000 from FDOT, and $10,000 from membership dues.
The main duties ofMBTMA and City regarding the Electrowave Project are set forth in Exhibit
"e," to the Agreement, and entitled Division of Duties.
CONCLUSION
The Electrowave Shuttle Service has carried over 2.2 million passengers since service inception in
January 1998, and has collected over $35,000 in fares since July 1, 1999, although summer has
traditionally produced the lowest ridership counts. The Administration attests that MBTMA has
ably managed the Electrowave Project and recommends approval of this third-year agreement for
professional services.
M-~
SR/MS/aj
( ewagrtma)aj
389
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND THE
MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION (MBTMA)
FOR CONTRACT MANAGEMENT AND ADMINISTRATION SERVICES
FOR THE ELECTROWAVE PROJECT
THIS AGREEMENT is made this .J () t\lf) day of .5erp r6'W1/$ tJL., 1999 by and
between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials,
successors, legal representatives, and assigns, and the MBTMA (Consultant).
Agreement:
City Manager:
Consultant:
Fixed Fee:
Project
Coordinator:
Risk Manager:
Services:
Termination:
Task:
SECTION 1
DEFINITIONS
This written Agreement between the City anp the Consultant.
"City Manager" means the Chief Administrative Officer of the City.
For the purposes of this Agreement, Consultant shall be deemed to be
an independent contractor, and not an agent or employee of the City.
Fixed amount paid to the Consultant to cover the costs of managing
contracts and performing overall administrative services for the
Electrowave Project.
An individual designated by the City Commission to coordinate, direct
and review on behalf of the City all technical matters involved in the
Services.
The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139.
All services, work and actions by the Consultant performed pursuant to
or undertaken under this Agreement described in Section 2.
Termination of Consultant Services as provided in Subsection 4.9 of this
Agreement.
A discrete portion of the Scope of Services to be accomplished by the
Consultant, as described in Section 2 below, if directed and authorized.
SECTION 2
SCOPE OF WORK AND SERVICES REQUIRED
The scope of work and services to be performed by the Consultant is set forth In
Exhibit "A," entitled "Contract Management and Administration Services" (Services).
SECTION 3
COMPENSATION
3.1
FIXED FEE
The City agrees to provide Consultant with funds, in the amount of Ninety Nine
Thousand, Two Hundred Fifty and 00/100 Dollars ($99,250.00), from the adopted 1999-2000
Electrowave Operating Budget, to be used in furtherance of the Services to be performed
herein, such Services as set forth in Exhibit "A" hereto. All funds issued by the City to
Consultant shall be placed by Consultant in an account designated solely and exclusively for
contract management and overall administrative services related to the Electrowave Program.
3.2
METHOD OF PAYMENT/REPORTING
Quarterly payments in the amount of Twenty Four Thousand Eight Hundred Twelve
and 50/100 Dollars ($24,812.50) each shall be made to the Consultant, beginning October
1, 1999, for the term of this Agreement. Consultant shall be required to submit monthly
reports with attachments documenting how the funds are being spent and the new services
are being completed. No specific milestones have been established. All submissions shall
contai n a statement that the items set forth therei n are true and correct and in accordance
with the Agreement.
SECTION 4
GENERAL PROVISIONS
4.1
RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise that
degree of skill, care, efficiency and diligence normally exercised by recognized professionals
with respect to the performance of comparable Services. In its performance of the Services,
the Consultant shall comply with all applicable laws and ordinances, including but not limited
to, applicable regulations of the City, County, State, Federal Government, ADA, EEO
Regulations and Guidelines.
-2-
4.2
PUBLIC ENTITY CRIMES
State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida
Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by
Consultant.
4.3
PROIECT MANAGEMENT
The Consultant shall appoint a qualified individual acceptable to the City to serve as
Project Manager for the Services who shall be fully responsible for the day-to-day activities
under this Agreement and who shall serve as the primary contact for the City's Project
Coordinator.
4.4
DURATION AND EXTENT OF AGREEMENT
The term of this Agreement shall be for a period of twelve (12) months, commencing
on October 1, 1999, and ending on September 30, 2000. Funding for any additional term(s)
shall be approved by the City and be contingent upon a favorable evaluation of the MBTMA
by the City and the Florida Department of Transportation. Notwithstanding the aforestated
language, however, the City shall have no future obligation to renew this Agreement beyond
the twelve-month term set forth herein.
4.5
TIME OF COMPLETION
The Services to be rendered by the Consultant will commence on October 1, 1999, and
follow the continuation of the services that the Consultant has been developing and
implementing regarding transit related projects and programs for the City, since the execution
of its fi rst Agreement with the City, effective October 1, 1997. Consu Itant shall agree to a
completion schedule, if so determined by the City and Consultant.
A reasonable extension of time shall be granted in the event the work of the Consultant
is delayed or prevented by the City or by any circumstances beyond the reasonable control
of the Consultant, including weather conditions or acts of God which render performance of
the Consultant's duties impracticable.
4.6
OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All documents prepared by the Consultant pursuant to this Agreement are related
exclusively to the Services described herein, and are intended or represented for ownership
by the City. Any reuse by Consultant or the parties shall be approved in writing by the City.
-3-
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 arise or are alleged to have arisen from negligent acts or
omissions or other wrongful conduct of the City and its officers, employees and agents. The
parties each agree to give the other party prompt notice of any claim coming to its knowledge
that in any way directly or indirectly affects the other party.
4.8
INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement until all
insurance required under this Subsection has been obtained and such insurance has been
approved by the City's Risk Manager. The Consultant shall maintain and carry in full force
during the term of this Agreement and throughout the duration of the work the following
Insurance:
1. Consultant General Liability in the amount of $1,000,000.00. A
certified copy of the Consultant's (and any sub-consultants') Insurance
Policy must be filed and approved by the Risk Manager prior to
commencement.
2. Workers Compensation & Employers Liability as required pursuant to
Florida statute.
Thirty (30) days written notice of cancellation or substantial modification in the
insurance coverage must be given to the City's Risk Manager by the Consultant and its
insurance company. The insurance must be furnished by insurance companies authorized to
-4-
do business in the State of Florida and approved by the City's Risk Manager. Original
certificates of insurance for the above coverage must be submitted to the City's Risk Manager
for approval prior to any work commencing. These certificates will be kept on file in the office
of the Risk Manager, 3rd Floor, City Hall. The Consultant is responsible for obtaining and
submitting all insurance certificates for their consultants.
All insurance policies must be issued by companies authorized to do business under
the laws of the State of Florida. The companies must be rated no less than "B +" as to
management and not less than "Class VI" as to strength by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to
the approval of the City's Risk Manager.
Compliance with the foregoing requirements shall not relieve the Consultant of the
liabilities and obligations under this Subsection or under any other portion of this Agreement,
and the City shall have the right to obtain from the Consultant specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required overage.
4.8.1 Endorsements
All of Consultant's certificates, above, shall contain endorsements providing that
written notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy.
4.8.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence the Services
until the City has received and approved, in writing, certificates of insurance showing that the
requirements of this Subsection (in its entirety) have been met and provided for.
4.9
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 oflor by virtue of this Agreement.
-5-
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, and the funds paid to Consultant pursuant to Section 3 herein shall, at
the City's option and sole discretion, be returned andlor otherwise repaid in their entirety to
the City.
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
legallequitable actions which 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 attorneys 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 of City
THE CITY MAY, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE
SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME DURING THE TERM
HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION,
WHICH SHALL BECOME EFFECTIVE SEVEN (7) DAYS FOLLOWING RECEIPT OF 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, THE CONSULTANT
SHALL RETURN AND/OR OTHERWISE REPAY TO THE CITY THE REMAINING BALANCE
OF THE FUNDS PAID TO CONSULTANT BY CITY, AS SET FORTH IN SECTION 3 HEREIN.
4.9.3 Termination for Insolvency
The City also reserves the right to terminate the remaining Services to be performed in
the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an
assignment for the benefit of creditors. In such event, the right and obligations for the parties
shall be the same as provided for in Section 4.9.2.
4.9.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the nondiscrimination provisions
of this Agreement, the City shall impose such sanctions as the City or the State of Florida may
determine to be appropriate, including but not limited to, withholding of payments to the
Consultant under the Agreement until the Consultant complies andlor cancellation,
-6-
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 4.9.2.
4.9.5 Chances and Additions
Each such change shall be directed by a written Notice signed by the duly authorized
representatives of the Consultant. Said Notices shall provide an equitable adjustment in the
time of performance, a reallocation of the task budget and, if applicable, any provision of this
Agreement which is affected by said Notice. The City shall not reimburse the Consultant for
the cost of preparing Agreement change documents, written Notices to Proceed, or other
documentation in this regard.
4.10 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 andlor 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 andlor 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.
4.12 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
-7-
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 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant shall not
discriminate against any employee or applicant for employment because of race, color,
religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap.
The Consultant shall take affirmative action to ensure that applicants are employed and that
employees are treated during their employment without regard to their race, color, religion,
ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual
orientation. Such action shall include, but not be limited to the following: employment,
upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or
termination; rates of pay, or other forms of compensation; and selection for training, including
apprenticeship.
4.15 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan Dade County
Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach
Charter and Code, which are incorporated by reference herein as if fully set forth herein, in
connection with the Agreement conditions hereunder.
The Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirectly which should conflict in any manner or degree with the
performance of the Services. The Consultant further covenants that in the performance of this
Agreement, no person having any such interest shall knowingly be employed by the
Consultant. No member of or delegate to the Congress of the United States shall be admitted
to any share or part of this Agreement or to any benefits arising therefrom.
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 Manager appointed by Consultant and the Project Coordinator designated by the
City. The Consultant's Project Manager and the City's Project Coordinator shall be designated
promptly upon commencement of the Services.
-8-
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
Attn: Judy Evans, Executive Director
Colonial Bank Building
301 41 st Street, 5th Floor
Miami Beach, Florida 33140
(305) 535-9160
TO CITY:
City of Miami Beach
Attn: Matthew Schwartz, Assistant City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7000, Ext. 6606
WITH COPIES TO:
Office of the City Attorney
Attn: Murray H. Dubbin, City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of
dispatch, on the day following the date mailed; and if mailed to an address
outside the city of dispatch on the seventh day following the date mailed.
4.18 LITIGATION IURISDICTIONIVENUE
This Agreement shall be enforceable in Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein exclusive venue for the enforcement of same shall lie in Dade County,
Florida.
-9-
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 of the City of Miami Beach.
This Agreement, shall be governed by and construed according to the laws of the State
of Florida.
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 $10,000, less the amount of all funds actually paid by the
City to Consultant pursuant to this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an
amount in excess of $10,000, which amount shall be reduced by the amount actually paid by
the City to Consultant pursuant to this Agreement, for any action or claim for breach of
contract arising out of the performance or non-performance of any obi igations imposed upon
the City by this Agreement. Nothing contained in this paragraph or elsewhere in this
Agreement is in any way intended to be a waiver of the limitation placed upon the City's
liability as set forth in Section 768.28, Florida Statutes.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY:
ATTEST:
By: ~,utd' fL J-.-.--
City Clerk
FOR CONSULTANT:
ATTEST:
la:\ewagrtma)aj
7
C, .
"
.... :)
/
CITY OF MIAMI BEACH, FLORIDA
By:
MIAMI BEACH TRANSPORTATION
MANAGEMENT ASSOCIATION
President
Corporate Seal
/2PROVED AS TO
f'CY!M & LANGUAGE
&. 1:;OR EXECUTION
1tIci~
-11-
~
SWORN STATEMENT PlIRSlJANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON Pl!BLIC ENTITY CRIMES
THIS FORM MlIST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PlJBLIC OR OHlER OFFICIAL
AllTIIORIZED TO ADMINISTER OA HIS.
This sworn statement is submitted to
City of Miami Beach
by Judy I. Evans, Executive Director
(print individual's name and title)
for Miami Beach Transportation Management Assn., Inc.
(print name of entity submitting sworn statement)
whose business address is
301 41st Street, Suite 502, Miami Beach, FL 33140
and (if applicable) its Federal Employer Identification Number (FEIN) is
65-0628983
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement:( .)
2. I understand that a "public entity crime" as defined in Paragraph 287.133(1 )(g), Florida Statutes, means a violation of any state or
federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or
political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to
be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust.
fraud, theft. bribery, collusion, racketeering, conspiracy, or material misrepresentation
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133( 1 )(b), Florida Statutes, means a finding of guilt or a
conviction ofa public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges
brought by indictment or information after July I, 1989, as a result of ajury verdict, non-jury trial, or entry of a plea of guilty or nolo
contendere.
4. I understand that an "affiliate" as defined in Paragraph 287.133(1 )(a), Florida Statutes, means:
I. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public
entity crime. The term "affiliate" includes those officer, directors, executivc;s, partners, shareholders, employees, members, and agents
who are active in the management of an affiliate. The ownership by one person of shares constituting a controll ing interest in another
person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement. shall be
a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who ha~
been convicted ofa public entity crime in Florida during the preceding 36 months shall be considered an afliliate
5. I understand that a "person" as defined in Paragraph 287.133( I)(e), Florida Statutes, means any natural person or entity organized under
the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on
contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with
a public entity. the term "person" includes those officers, directors, executives, partners, shareholders. employees, members. and agents
who are active in management of an entity.
6. Based on information and belief, the statement which I have marked is true in relation to the entity submitting this sworn statement
(indicate which statement applies.)
xx Neither the entity submitting this sworn statement, nor any of its officers. directors, executives. partners, shareholders.
employees, members, or agents who are active in the management of the entity. nor any affiliate of the entity have been
charged with and convicted ofa public entity crime subsequent to July I, 1989.
The entity submitting this sworn statement, or one or more of the officers, directors, executives. partners. shareholders.
employees. members, or agents who are active in the management of the entity, or an affiliate of the entity ha~ been charged
with and convicted of a public entity crime subsequent to July I, 1989
The entity submitting this sworn statement. or one or more of its officers, directors, executives, partners. shareholders.
employees members, or agent.s who are active in the management of the entity, or an affiliate of the entity has been charged
with and convicted of a public entity crime subsequent to July I, 1989. However. there has been a subsequent proceeding
before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the
Hearing Omcer determined that it was not in the public interest to place the entity submitting this sworn statement on the
convicted vendor list. (attach a copy of the final order)
EXHIBIT "A"
SCOPE OF SERVICES
for
CONTRACT MANAGEMENT AND ADMINISTRATION SERVICES
FOR THE ELECTROWA VE PROJECT
The Miami Beach Transportation Management Association, Inc. (MBTMA) will provide the City
of Miami Beach contracts management and administration services in the amount of $95,700,
effective October 1, 1999 through September 30, 2000, for the ELECTROWA VE Project, as
follows:
1. Administration of all aspects of the Electrowave Project, including authorization and review
of any and all expenditures related to operations, marketing, public relations, maintenance,
and all other applicable expenditures.
2. Preparing all non-technical provisions for the Electrowave system, including verifying
compliance with all Federal, State, County, and local requirements.
3. Coordinating all functions necessary to procure operations, vehicle maintenance, marketing,
public relations, and advertising. These services include the preparation of contract
requirements, requests for proposals and bids (as required by funding agencies), contract
negotiations and recommendations.
4. Planning and implementing of enhancements and/or extensions to the original route service,
as approved by the City Commission.
5. Authorizing capital, operating, vehicle maintenance, and marketing expenditures for the
Electrowave Program, and submitting reviewed and approved invoices, as well as requests
for Standing Orders or Direct Purchases to the City for payment by the Electrowave Budget.
6. Overseeing configuration management functions associated with the Electrowave Project
such as: Document Control, Change Requests, Change Control, Procedures Administration,
and Project Management Plan Maintenance. Includes responding to requests for Electrowave
Project records.
7. Providing to the City's Transportation Coordinator all Electrowave-related information
necessary for the preparation of Commission Memoranda, Resolutions, Letters to
Commission and other City documents, on request.
8. Custodian of all Electrowave operating records, and in charge of all coordination with
Florida Department of Transportation, Miami-Dade County, Federal Transit Administration,
Florida Alliance for Clean Technologies, Florida Department of Energy, and the Florida
Department of Environmental Protection, and other funding and/or permitting agencies.
9. Researching, writing, and submitting grant applications to seek funding on a continual basis
for the purpose of supporting operating and capital expenses of the Electrowave Service.
10. Collecting data, preparing and filing reports with several funding agencies, as required.
11. Continue marketing the Electrowave system - maintaining, updating, and circulating
materials, etc.
12. Monitoring maintenance activities of vehicle and submitting reports as required.
13. Monitoring shuttle stop locations for effectiveness and operations efficiency.
14. Monitoring shuttle safety requirements and documentation.
15. Responding to any and all inquiries concerning the service, schedule, route, etc.
16. Responding to and dealing with complaints.
17. Surveying ridership for efficiency and effectiveness of service.
18. Justifying and implementing changes to the service as required for efficiency and quality
management.
19. Monitoring operations and quality of service on a daily basis.
20. Available for formal presentations concerning the overall shuttle project, its development,
and uniqueness.
21. Coordinating and conducting driver training and orientation sessions, as needed.
E%HI BIT liB"
IIELECTROWA VEil
CONTRACT MANAGEMENT BUDGET
1999/2000
The following budget reflects actual projected expenses related to contract
management for the electric shuttle project known as the "ELECTROWA VE." The
budget does not duplicate duties, tasks, assignments and expenditures reflected in the
current Miami Beach Transportation Management Association, Inc. (MBTMA) budget
and Work Plan for year five of operations:
SALARIES: (Includes Social Security and Employment Taxes)
Executive Director
$ 35,250
Salary covers costs for all aspects of managing the
ELECTROWA VE project, including:
. Review and authorization of any and all expenditures related
to operations, maintenance, marketing, public relations, and
all other applicable expenditures.
. Coordinates all non-technical provisions for the project, including
verifying compliance with all Federal, State and local requirements.
. Coordinates all functions necessary to procure vehicle
maintenance, operations, marketing, and public relations.
Including preparation of contract requirements, requests for
proposals and bids (as required by funding agencies) project
negotiations and recommendations.
. Authorizes capital, operating, and marketing expenditures for
the project. Submits reviewed and approved invoices to the
City for payment by the project budget.
. Oversees configuration management functions associated
with the project such as: Document Control, Change Requests,
Change Control, Procedures Administration, and Project
Management Plan Maintenance. Including responding to
all information requests.
. Prepares all information required for the development of
Resolutions and the coordination of all information related
to the project and service.
(2)
ELECTROWA VE Contract Budget: Continued
. Serves as custodian of all project records including
coordination with the Florida Department of Transportation,
Dade County Metropolitan Planning Organization,
Clean Cities Coalition, Florida Alliance for Clean Technologies,
Florida Department of Energy, Florida Department of
Environmental Protection, and the International Council for
Local Environmental Initiatives, Southern Coalition for
Advanced Transportation, Electric Transit Vehicle
Institute, and the Metro Dade Transit Agency.
. Researches, writes, and submits grant applications to seek
funding on a continual basis for the purpose of supporting
maintenance, operations, marketing, public relations and
expansion/improvement of the project's services.
. Researches and obtains advertising revenue in support of
the project.
. Coordinates all aspects of farebox collection on vehicles.
. Prepares and submits necessary reports to funding agencies
as required.
. Markets the ELECTROWA VE project - maintaining, updating,
and circulating materials, etc..
. Monitors maintenance activities of each vehicle and collects
information and repair data for reporting purposes.
. Monitors shuttle stop locations for effectiveness and operations
efficiency.
. Monitors shuttle safety requirements and documentation.
. Responds to any and all inquiries concerning the service,
schedule, route, etc..
. Attends all community meetings concerning shuttle issues
. Responds and deals with ridership complaints and concerns.
. Justifies and implements changes to the service as required
for efficiency and quality management.
(3)
ELECTROWA VE Contract Budget: Continued
. Makes formal presentations concerning the overall shuttle
project, its development, and uniqueness.
. Coordinates driver training and and conducts orientation sessions.
Executive Assistant
$ 17,500
Salary covers expenses in support of the Executive Director,
including:
. Assists with review of expenditures related to daily
project operations and related written documentation.
. Assists with coordination of all functions related to daily
vehicle maintenance, operations, marketing and public relations.
. Assists with preparation of contract requirements, proposals
and bids including collection of required information.
. Provides support for technical research, grant development
and grant applications.
. Archives all reports as required.
. Attends project meetings in the absence of the Executive
Director.
. Assists with the coordination and development of all reports,
documents and collected data related to operations,
maintenance, marketing, and public relations.
. Assists with public presentations and workshops.
. Assists with special events and activities.
. Assists with maintaining, updating, and circulating project materials.
. Monitors condition of shuttle stop signage at designated locations
and coordinates necessary replacements/repairs.
. Assists with ridership complaints and followups.
(4)
ELECTROWA VE Contract Management: Continued
. Assists with securing advertising revenue.
. Assists with coordination and security of farebox revenues.
. Coordinates conference and special presentation travel for
contract management staff as required.
Clerical Support
$ 16,500
Salary covers costs related to clerical support for the shuttle
project including:
.
Completes all forms and documents as required by the
Executive Director and Executive Assistant for the project to
include reports, grants, correspondence, forms, marketing
and informational documents, etc..
.
Responds to all incoming telephone inquiries concerning
the shuttle schedule and route.
.
Monitors and maintains brochure racks on vehicles.
.
Coordinates all correspondence with Executive Director and
Executive Assistant as assigned.
.
Assists with the development of marketing and public relations
projects (coordination of materials, announcements, etc.).
.
Assists with development and completion of grant applications.
.
Provides general clerical support for the project and staff.
TRAVEL
$ 6,000
Covers costs related to staff travel @$.27 cents per mile to monitor
shuttle system, and to maintain and distribute marketing materials.
Includes costs related to travel at special project presentations for
conferences, workshops, and meetings. Costs cover registrations,
hotel and meals at City of Miami Beach per diem rate.
(5)
ELECTROWA VE Contract Management: Continued
OFFICE/OPERATING SU PPLlES
Covers cost of printing and copying required service documentation
and funding reports for federal, state, county, city, and granting
agencies, general office supplies, copier supplies, printer and FAX
supplies, materials related to the submittal of grant applications.
POSTAGE
Covers cost of mailing required operations documentation to city,
state, federal grantees, mailing of general correspondence,
response to public inquiries, mailing of marketing and advertising
materials, and submittal of grant applications.
DESIGN OF NEW PROMOTIONAL BROCHURE
Includes all expenses related to development and design of new
shuttle brochure. New brochure will create opportunity for
generating advertising for the shuttle project.
DEVELOPMENT OF ADVERTISING SALES PACKAGE
For use in soliciting and securing national, state, and local
advertising on the vehicles creating revenue for the system.
CONTRACT TOTAL:
$ 3,000
$ 2,500
$ 10,000
$ 4,500
$ 99,250
EXHIBIT "C"
DIVISION OF ELECTROWA VE PROGRAM DUTIES
between MBTMA and CITY
The main duties of the Miami Beach Transportation Management Association (MBTMA) and the
City of Miami Beach regarding the Electrowave Program are the following:
o MBTMA will administer all contracts and services related to the Electrowave Program,
including all capital, operations, maintenance, marketing/public relations/advertising items;
will search for additional funding sources, and prepare grant applications to support the
continuation of contracts and services; will collect all information required for Federal and
State reporting purposes and file such reports with the appropriate authority, no less than
quarterly. These and further administrative duties are detailed in the Scope of Services
attached herein and made part of the proposed Agreement.
o MBTMA will plan and implement shuttle route enhancements and/or extensions, as
approved by the City Commission.
o MBTMA will have custody over the Electrowave Project Administration funds which will
fund the administrative services to be provided by MBTMA, on behalf of the City, as above
described.
o MBTMA will open a separate account for the transferred Electrowave funds and establish
accounting procedures which are independent from the MBTMA budget.
o MBTMA will file an expenditure/progress report with the City, on a monthly basis. This
report will constitute an added but separate item to the MBTMA monthly report, presently
being filed with the City and the FDOT.
o MBTMA will authorize expenditures ofthe Electrowave funds under City custody, and will
review and approve all invoices, prior to submitting these items (with back-up
documentation) to the City for payment.
o MBTMA will abide by the procurement, permitting, and regulatory processes of the City of
Miami Beach, Miami Dade County, State of Florida, and the Federal Transit Administration,
as applicable, as the Electrowave Program's main funding partners.
o MBTMA will coordinate efforts with and receive input, as appropriate, from City, State, or
County staff regarding physical installations being contemplated for the Electrowave route,
park-and-ride facilities, causeways, etc.
o CITY will have custody over all other Electrowave funds and will perform the needed
record-keeping, accounts payable, accounting, and auditing services.
o CITY, with MBTMA input, will prepare Electrowave items which require City Commission
consideration.
o CITY. Above and beyond this Agreement and the Electrowave budget, the City is
responsible for maintaining the temporary vehicle facility specifically provided in Terminal
Island for the Electrowave Program.