94-21140 RESO Incomplete
t
RESOLUTION No. 94-21140
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE AN AGREEMENT WITH THE LINCOLN ROAD
PARTNERSHIP, INC. AND THS, INC., AS PARTNERS, FOR THE
MANAGEMENT OF AN EMPLOYEE SHUTTLE BUS SYSTEM AND OF THE
17TH STREET GARAGE.
WHEREAS, the city is committed to alleviating the parking
congestion in the South Beach area; and
WHEREAS, the present parking situation is caused in large part
by the substantial number of individuals working in South Beach
establishments and creating a parking demand in the area; and
WHEREAS, on February 24th, 1994, the City of Miami Beach
adopted Resolution No. 93-20974, authorizing the City Manager to
begin negotiations with the firm of TMS, Inc. to provide a shuttle
service in the South Beach area; and
WHEREAS, on February 24th, 1994, the Administration presented
a Management Agreement to the Mayor and City commission, said
Agreement between the city and TMS, Inc. for the management of an
employee shuttle bus system and of the 17th Street Garage; and
WHEREAS, members of the Lincoln Road Task Force (the Task
Force) also appeared before the Mayor and City Commission on that
date and requested that the Mayor and City commission defer
consideration of the Management Agreement so that the Task Force
could evaluate the Agreement and determine its impact upon the
adjoining Lincoln Road area and whether perhaps an alternate
proposal, with the Task Force I s input, might better serve the
revitalization efforts currently underway in the Lincoln Road area;
and
WHEREAS, subsequent to the February 24th City commission
meeting, the members of the Lincoln Road Task Force have
incorporated and created the entity known as the Lincoln Road
partnerShip, Inc.; and
WHEREAS, the Lincoln Road PartnerShip, Inc has formed a
partnership with TMS, Inc. for the management of the shuttle
service and the 17th street garage (the Garage); and
WHEREAS, the attached Management Agreement (the Agreement)
provides for the Lincoln Road PartnerShip, Inc. and TMS, Inc. to
manage, on a six-month trial basis, a shuttle service from the
Garage, which will make several stops in the south Beach area, to
transport employees and thereby make available a substantial number
of parking spaces to the general pUblic; and
WHEREAS, the Agreement also provides for the management of the
Garage, on a six month trial basis, which shall include 24 hour a
day, seven day per week attendant parking, of the facility; and
WHEREAS, the Agreement provides for the City to receive all
revenues accruing from the Garage operation; and
WHEREAS, the Agreement provides for the city to pay a
management fee to ~he Lincoln Road Partnership, Inc. and TMS, Inc.
equal to 17.5 percent of the Garage operational expenses; and
WHEREAS, the Agreement provides for the city to pay a
management fee to the Lincoln Road partnership, Inc. and TMS, Inc.
equal to five (5%) percent of the shuttle bus operational expenses.
WHEREAS, the Administration would recommend that, as the
initial term of the Agreement sets forth a six-month trial period,
the Mayor and City commission find that the public interest would
best be served by waiving the competitive bidding requirements
pertaining to the agreement and allowing same to proceed for the
intended six month trial period.
f
.
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NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and
City commission authorize the Mayor and the city Clerk to execute
the attached Management Agreement between the City of Miami Beach
and the Lincoln Road partnership Inc., and TMS, Inc. for management
of an employee shuttle bus system and of the 17th street Garage;
and further find that the public interest would best be served by
waving the competitive bidding requirement pertaining to this
agreement and allowing same to proceed for the intended six month
trial period.
PASSED and ADOPTED this 20th day of April, 1994.
MAYOR
Attested by
CITY CLERK
~
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CITY OF
MIAMI BEACH
~e
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER
TELEPHONE: (305) 173-7010
FAX: (305) 173-7712
COMMISSION MEMORANDUM NO. ~
TO:
Mayor Seymour Gelber and
Members of the City Commission
DATE: April 20, 1994
FROM:
SUBJECT:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MI~I BEACH, FLORIDA,
AUTHORIZING THB MAYOR AND CITY CLBRK TO
BXBCUTB AN AGREBMBNT WITH LINCOLN ROAD
PARTNERSHIP, INC, AND TMS FOR THE MANAGBMBNT
OF AN EMPLOYEB SHtlTTLB BUS SYSTEM AND THB 17TH'
STREBT GARAGB.
ADMINISTRA nON RECOMMENDATION:
The Administration recommends that the City commission authorize
the Mayor and City Clerk to execute an agreement with Lincoln Road
Partnership, Inc. and TMS for the operation and management of a
shuttle on a six month experimental basis to transport employees
working in the South Beach area to a central parking location in
order to alleviate parking congestion in that part of the city
and, for the management of the 17th Street Garage.
BACKGROUND:
On November 17, 1993 the City Commission adopted Resolution No. 93-
20974 authorizing the administration to negotiate with TMS, a
transportation and parking management firm, to establish an
employee shuttle for the South Beach area on a six-month trial
basis. Providing an alternate location for the substantial number
of employees who work in South Beach establishments and also park
their vehicles in the area will free up an estimated 400 to 500
spaces daily. This would alleviate the severe parking congestion
situation which presently exists on South Beach. The 17th
Street/Convention Center Drive parking garage provides a
convenient, high-capacity parking location for employees to park
their vehicles and board the southbound shuttle.
At the February 24,'1994 Commission Workshop on parking issues, it
was agreed by the Commission that a proposal by the Lincoln Road
Association would be considered as an alternative to the TMS
proposal. As a result of that decision, the Lincoln Road Task
Force has incorporated and is known as Lincoln Road Partnership,
Inc. These two entities have formed a partnership, which is known
as Lincoln Road Partnership, Inc. and TMS. Their shares of
operation are 50%/50%. Lincoln Road Partnership, Inc. and TMS have
submitted a proposal similar to the original TMS plan.
The Lincoln Road Partnership, Inc. and TMS Agreement provides for
the transfer of the management of the 17th Street garage from the
City to Lincoln Road Partnership, Inc and TMS. One of the
partners, TMS, has successfully managed the 13th Street/Collins
Avenue Municipal Parking Garage. It is therefore appropriate to
place management of that facility, including attended parking 1
services. under Lincoln Road partnership, Inc. and TMS during the
trial period of the shuttle. Incorporated in Resolution No. 93-
, AGENDA ,..., B
ITEM=--R.- ,-
DATE
4-2.0-tl-
MAYOR AND COMMISSION
PAGE 2
APRIL 2Q 1994
20974 is a waiver of competitive bidding based upon the critical
need of the service, experimental nature of the project and
experience of VIP Parking with the City of Miami Beach.
ANALYSIS:
Lincoln Road Partnership, Inc.and TMS's proposed rate structure is
consistent with the current rate ordinance calling for maximum
hourly charge of $1.00, with a 'maximum daily flat rate of $5.00 (24
hour period). All municipal permits presently honored in the 17th
Street garage will be honored during the shuttle trial period.
Lincoln Road Partnership, Inc. and TMS will honor a specific garage
permit which will entitle the holder to use the facility and the
South Beach employee shuttle. Controls will be implemented to
verify shuttle ridership. Marketing 'will be established as a
subcontract with a firm capable of ensuring the success of the
project.
The City will be entitled to all revenues from the garage and the
shuttle during the trial period, and will pay Lincoln Road
Partnership, Inc. and TMS a management fee plus expenses comprised
of the following'
1. 17.5 percent of the garage I s operating expenses per an
approved budget.
2. Five percent of the cost of shuttle bus operating expenses per
an approved subcontract. The total management fee to be paid
to Lincoln Road Partnership, Inc. and TMS by the City is
estimated between $6,000 to $8,000 per month.
3. The operating expenses of the shuttle and the garage for the
six month period are estimated as follows:
o Shuttle Bus Operatiing Expenses:
Cost per Hour:
Hours of Operation:
$28.00 per hour
Monday through Thursday
7AM to Midnight
Friday through Sunday
24 hrs a day
Shuttle Bus Expense (six months) :
Management Fee (5%):
Sub-total:
$101,920
$ 5,096
$107,016
o 17th Street Garage Operating Expenses:
Number of Spaces: 1,398
Hours of Operation: 24 hrs a day/seven days per week
Operating Expense (six month) :
Management Fee (17.5%):
Sub-total:
$189,605
$ 33,181
$222,786
GJ:au.cl Total:
a329.802
Based on proposed fees and projected utilization of the garage and
shuttle, revenue to the City during the six month trial period will
be approximately $200,000. The expenses will be between $300,000
and $330,000 for the period, resulting in a potential loss of
$130,000 for the six-month experimental program. This loss will
funded from parking revenues.
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MAYOR AND COMMISSION
PAGE 3
APRIL 2\)1994
CONCLUSION:
Lincoln Road Partnership, Inc. and TMS have substantial experience
within the city in both surface lot parking and garage management.
Based on the significant benefits of the shuttle proposal and the
experience of LINCOLN ROAD PARTNERSHIP, INC., Inc. and TMS, it is
recommended that the Commission waive competitve bids and
authorize the Administration to execute a contract with LINCOLN
ROAD PARTNERSHIP, INC.and TMS for the management of an experimental
employee shuttle bus system and management of the 17th Street
Garage for a six month period.
RMC:FJR:cic
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RESOLUTION No, 94-
A RBSOLUTJ:ON OF THE MAYOR AND CJ:TY COMlUS8J:ON OF THE CJ:'1'Y
OF JlJ:UJ: BlACK, FLORIDA, AUTHORIZING THI MAYOR AND CJ:TY
CLBRJt TO lXECOTI AN AGRElMENT WITH TO LINCOLN ROAD
PARTIfBRSHIP, J:NC. AND THS, IIl'C., AS PARTlfBRS, FOR THI
MAHAGBJO!lNT OF AN IMPLOYBI SHtl'l"l'LI BOS SYSTIM AND OF THI
17TH STREIT GARAGI.
WHIRBAS, the city is committed to alleviating the parking
congestion in the South Beach area; and
WHBRBAS, the present parking situation is caused in large part
by the substantial number of individuals working in South Beach
establishments and creating a parking demand in the area; and
WHlREAS, on February. 24th, 1994, the City of Miami Beach
adopted Resolution No. 93-20974, authorizing the City Manager to
begin negotiations with the firm. of TMS, Inc. to provide a shuttle
service in the South Beach area; and
WHBRBAS, on February 24th, 1994, the Administration presented
a Management Agreement to the Mayor and City commission, said
Agreement between the City and TMS, Inc. for the management of an
employee shuttle bus system and of the 17th Street Garage; and
WHBRBAS, members of the Lincoln Road Task Force (the Task
Force) also appeared before the Mayor and city commission on that
date and requested that the Mayor and City commission defer
consideration of the Management Agreement so that the Task Force
could evaluate the Agreement and determine its impact upon the
adjoining Lincoln Road area and whether perhaps an alternate
proposal, with the Task Force's input, might better serve the
revitalization efforts currently underway in the Lincoln Road area;
and
WHIRBAS, subsequent to the February 24th city Commission
meeting, the members of the Lincoln Road Task Force have
incorporated and created the entity known as the Lincoln Road
Partnership, Inc,; and
WHIRBAS, the Lincoln Road Partnership, Inc has formed a
partnership with TMS, Inc. for the management of the shuttle
service and the 17th Street garage (the Garage); and
WBBRBU, the attached Management Agreement (the Agreement)
provides for the Lincoln Road Partnership, Inc. and TMS, Inc. to
manage, on a six-month trial basis, a shuttle service from the
Garage, which will make several stops in the South Beach area, to
transport employees and thereby make available a substantial number
of parking spaces to the general public; and
WHEREAS, the Agreement also provides for the management of the
Garage, on a six month trial basis, which shall include 24 hour a
day, seven day per week attendant parking, of the facility; and
WHIRBAS, the Agreement provides for the City to receive all
revenues accruing from the Garage operation; and
WHIRBAS, the Agreement provides for the City to pay a
management fee to the LinCOln Road Partnership, Inc. and TMS, Inc.
equal to 17.5 percent of the Garage operational expenses; and
WHlREAS, the Agreement provides for the City to pay a
management fee to the Lincoln Road partnership, Inc, and TMS, Inc.
equal to five (5t) percent of the shuttle bus operational expenses.
1fJlIRBAS, the Administration would recommend that, as the
initial term of the Agreement sets forth a six-month trial period,
the Mayor and city commission find that the public interest would
best be served by waiving the competitive bidding requirements 4
pertaining to the agreement and allowing same to proceed for the
intended six month trial periOd.
AGENDA
ITEM
R - '1-=-~
DATE
NOW TJlBREFORE, BB IT DULY RESOLVED BY 'l'JIB MAYOR AND CITY
COMMISSION 01' THB CITY 01' MIAMI BEACH, FLORIDA, that the Mayor and
City commission authorize the Mayor and the City Clerk to execute
the attached Management Agreement between the City of Miami Beach
and the Lincoln Road partnership Inc., and TMS, Inc. for management
of an employee shuttle bus system and of the 17th street Garage;
and further find that the pUblic interest would best be served by
waving the competitive bidding requirement pertaining to this
agreement and allowing same to proceed for the intended six month
trial period.
PASSBD and ADOPTED this ____ day of April, 1994.
MAYOR
Attested by
CITY CLERK
-
Date
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AGREEMENT BETWEEN CITY OP MIAMI BEACH
AND
LINCOLN ROAD PARTNERSHIP, INC. AND TMS, INC.
POR THE PROVISION
MANAGEMENT SERVICES TO THE 17TH STRBET GARAGE
AND
SHUTTLB
6
R-1-::-~- L
'i - 2.0-'1 '-I
AGENDA
ITEM
DATE
This Agreement (the Agreement) is entered into this day
of 1994, by and among the CITY OP MIAMI BEACH, a
Florida Municipal Corporation, (CITY), located at 1700 Convention
Center Drive, Miami Beach, Florida 33139, and the LINCOLN ROAD
PARTNERSHIP, INC, , a Florida Corporation, located at 1045 Lincoln
Road, Miami Beach, Florida 33139 and TMS, INC" located at 12355
N.E. 13th Avenue, North Miami, Florida 33161 as joint and several
partners. Hereinafter, t e Lincoln Road Partnership and TMS are
collectively referred to s "Consultant".
NOW THEREFORE, the Ci y and the Lincoln Road Partnership, Inc.
agree as follows,
ARTICLII I
The City hereby reta'ns and engages the Consultant to perform
the services as set fort in Section 2.01 of .this Contract, such
services, are hereinafter referred to as the "Services".
en
The Consultant shal
Services on or about Apri
commence to undertake and perform the
1 , 1994. (Commencement Date) .
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Section 1,03: Term
The Consultant shall undertake and perform the Services for,
during and within the term (Term) beginning on the Commencement
Date and ending, unless earlier terminated pursuant to Section 7.01
hereof, on September 30, 1994, or six (6) months after the
Commencement Date(Termination Date); provided, however, that the
City, at its sole discretion shall have the option to renew this
Agreement, upon the Termination Date, for a further term of six (6)
months; upon the same terms and conditions as agreed to herein or
as may otherwise be mutually agreed to by the parties herein. The
City shall notify the Consultant of its determination whether to
renew this Agreement thirty (30) days prior to the Termination
Date.
ARTICLB 2
SCOPB OP SBRVICBS
Section 2.01: Scooe of Service.
The Services provided by the Consultant shall include the
following:
I. Management of the 17th Street Garage
(a) The Consultant shall provide attended parking service on
a 24 hour a day, seven day per week basis at the City's 17th Street
Garage (Garage).
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(b) The Consultant shall provide maintenance to the Garage
including but not limited to cleaning the facility.
(c) The Consultant shall collect and remit to the City all
monies generated in connection with operating the Garage.
(c) The Consultant shall implement all necessary controls, as
approved by the City Manager or his designee, as it relates to
managing the Garage including controls for authorized parking in
the Garage and revenues collected pursuant to operating in the
Garage.
II. Management of a Shuttle Bu. Sy.tem
(a) The Consultant shall manage the shuttle bus system
(Shuttle) as implemented by the City.
(b) The Shuttle will transport employees of the area, herein
described as that area bounded on the north by 17th Street, on the
south by 5th Street, on the east by Ocean Drive and on the west by
Washington Avenue (Ocean Drive area), to and from the 17th Street
garage to and from the Ocean Drive area. The Shuttle will stop on
odd numbered streets on Washington Avenue between 5th and 17th
Streets. The Shuttle will coincide with MOTA bus stops, where
possible.
(e) The Consultant will manage the operation of the Shuttle
service between the hours of 7:30 a.m. to Midnight, on Monday
through Thursday and on a 24 hour basis, on Friday through Sunday.
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(dl The Consultant shall implement all necessary controls, as
approved by the City Manager or his designee, as it relates to
management of the Shuttle System.
Section 2.02: Rate Structure/Permits
(al The Consultant will implement a rate structure for
parking in the Garage that is consistent with the City of Miami
Beach Ordinance No. , as same may be amended, governing
rates to be charged in the Garage. This rate structure shall
include, but is not limited to, an hourly rate and a daily rate
which shall not exceed $1.00 per hour and $5.00 per day or per 24
hour period.
(bl The Consultant shall honor all municipal parking permits,
as approved by the City Manager or his designee, for parking in the
Garage.
(cl The Consultant shall honor a site specific permit to be
issued by the City which will entitle the holder of such a permit
to park in the Garage and be transported via the Shuttle to and
from the Ocean Drive area.
Section 2.05: Citv Review and Remedies
(a) The performance of the Program shall be subject to the
review and reasonable direction and control of the City.
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(b) The City shall have the right to inspect the performance
of the Services and, by written notice to the Consultant order the
performance of specific items of the Program set forth in Sections
2.02 herein, pursuant to Section 4.04 of this Agreement, which it
reasonably finds have not been satisfactorily performed. Where the
City has issued such an order, the Consultant shall promptly
commence and diligently complete the work specified therein. If
within fifteen (15) days following any such notice from the City to
the Consultant to perform specific items of work, such work has not
been performed or, if the work is of such a nature as cannot be
completed within such period and the Consultant has not commenced
to perform the work, then the City shall have the right, upon
notice to the Consultant to immediately perform such work with City
employees and resources, and to charge the Consultant therefore,
and shall have the right, without limitation as to other remedies,
to deduct its costs of doing such work from the next installment or
installments of payments to be paid to the Consultant.
Nothing herein contained shall extend the obligation or limit
the right of the City at any time to perform work in its ordinary
municipal capacity.
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ARTICLE 3
FUNDING/COMPENSATION
Section 3.01 ODeratinq Budqet and Pundinq of ODeration.
(a) consultant shall provide the City with a monthly
operating budget for the management services to be provided at the
Garage.
(bl The City shall advance funding in an amount equal to the
first month's operating budget as same shall be provided by the
Consultant and approved by the City Manager or his designee prior
to commencement of the Services herein. Thereafter, the City shall
advance funding in the amount as provided for in t~e monthly
operating budget as submitted by the Consultant and approved by the
City Manager or his designee. Such amount shall, however. be
adjusted to reflect any differences between the prior month's
budget and the prior month's actual operating expenses.
Section 3.02 Cnmnen..tion
I. Management of the 17th Street Garage
The City shall pay to the Consultant on a monthly basis an
amount equal 17.5 percent of the monthly operating expenses for the
services performed in relation to management of the Garage.
Monthly payments shall be made after receipt of all required
documentation and reconciliation of the month's expenses.
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(bl Such payments shall be subject to the deductions provided in
Section 2.05 (b).
II. Management of the Shuttle Bus System
(a) The City shall pay to the Consultant on a monthly basis
an amount equal to five percent of the City's monthly operating
expenses for the services performed in relation to the provision
of the Shuttle Service.
(b) Such payments shall be subject to the deductions provided
in Section 2.05 (bl.
ARTICL. 4
BOOKS AND R.CORDS, AUDIT: ANNUAL RBPORT
Section 4.01: Book. and Record.
The Consultant shall keep, in an orderly fashion, up-to-date
books and records in accordance with generally accepted accounting
principles and in accordance with any standards issued by the
City'S Office of Management and Budget, showing all its receipts
and disbursements, including without limitation, all disbursements
and liabilities, including contingent liabilities.
Section 4.02, Maintenance and Record.
The Consultant shall maintain complete and accurate records in
readily accessible files on all its activities in connection with
this Agreement. Such records shall include but shall not be
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limited to the following:
(a) copies of all relevant correspondence, both incoming and
outgoing;
(b) financial documentation such as bank statements, canceled
checks, bills and receipts, requests for payment, and deposit slips
relating to all financial accounts and transactions under this
Agreement;
(c) cash disbursement ledger, cash receipts ledger and
general ledger of the Consultant; and
(d) such other records and papers as the City in writing may
require to be maintained.
Section 4.031 Audit
The City shall have the right, at all reasonable times, to
audit, inspect, and copy any of the books, records, accounts and
other documents of the Consultant in connection with this Agreement
upon reasonable notice to the Consultant.
REPRESENTATIONS AND WARRANTIBS
Section 5.011 Conflict of Interest
The Consultant warrants and represents that no elected
official or other officer or employee of the City, or any person
whose salary is payable in whole or in part from the City, shall
participate in any decision relating to this Agreement which
affects his or her personal interest or the interest of any
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corporation, partnership, or association in which his or her
personal interest or the interest of any corporation, partnership,
or association in which he or she is directly or indirectly
involved in and which would conflict in any manner or degree with
the performance of the terms and conditions of this Agreement. The
consultant further covenants that in the performance of this
Agreement, no person having any such interest shall knowingly be
employed by the Consultant.
Section 5.02: Pendina Litiaation
The Consultant warrants and represents that there are no
proceedings pending, or to the knowledge of the Consultant
threatened. against or affecting Consultant in any court or before
any governmental authority or arbitration board or tribunal which
involve the possibility of materially and adversely affecting the
operation and condition (financial or otherwise) of the Consultant
or the ability of the Consultant to perform this Agreement. The
Consultant is not in default with respect to any order of any
court, governmental authority or arbitration board or tribunal.
ARTICLB 6
Section 6.01: Goveminer Law: Venue
This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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Section 6.02: Comcliance with Law
The Consultant agrees that all acts to be performed by it in
connection with this Agreement shall be performed in strict
conformity with all applicable federal, state, and local laws,
rules, regulations and orders.
Section 6.03: Minimum Waqea
All persons employed by the Consultant or any subcontractor of
the Consultant Road Partnership, Inc. in the manufacture or
furnishing of the supplies, materials, or equipment or the
furnishing of work, labor or services, used in the performance of
this Agreement, shall be paid, without subsequent deduction or
rebate unless expressly authorized by law, not less than the
minimum wage required by law, unless a higher amount is required
pursuant to any other provision of this Agreement.
ARTICLB 7
DBPAULT, SUSPENSION OR TBRMINATION
Section 7.01:. Riaht to Withhold PaYment, D_mand Return of PaYment
and/or Terminate Contract Due to Acta of the Conaultant.
(a) Notwithstanding any other rights of the City under other
Sections of this Agreement, if the Consultant through any cause, is
in breach of this Agreement because in the reasonable judgment of
the City, the Consultant fails to progress with the Services in
accordance with this Agreement, or if the Consultant violates any
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of the terms, covenants or provisions of this Agreement, the City
shall give written notice to the Consultant of such breach and the
Consultant Road Partnership, Inc. shall have ten (10) days in which
to cure. If the Consultant does not cure, within this ten (10) day
period, the City, at its sole option, shall have the right to
notify Consultant that due to the Consultant, the City will
withhold payments due under the Agreement, and/or demand return of
payments already made which are equal to the damages the City may
have already suffered due to the breach by Consultant, and/or
terminate the Agreement.
Section 7.03: No Rel.a..
The termination of this Agreement, whether by expiration of
it's Term or otherwise, shall not release the Consultant from any
liability to the City arising out of any act or omission of the
Consultant in connection with this Agreement.
ARTICLE 8
MISCELLANEOt1S
Section 8.01: Ind.~.ndent Contractor
Notwithstanding anything contained herein to the contrary, it
is specifically understood and agreed that in the performance of
the terms, covenants, and conditions of this Agreement, neither the
Consultant nor any of its officers, directors, employees, agents,
independent contractors or subcontractors shall be deemed to be
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acting as agents, servants, or employees of the City by virtue of
this Agreement or by virtue of any approval, permit, license,
grant, right or other authorization given by the City or any of its
officers, agents, or employees pursuant to this Agreement, but
shall be deemed to be independent contractors performing services
for the Consultant without power or authority to bind the City, and
shall be deemed solely responsible for all acts taken or omitted by
them in the performance of, or otherwise pursuant to, this
Agreement.
.
Section 8.02: Indamnification
(al The Consultant hereby agrees to indemnify, hold harmless
and at the City's option, defend, the City of Miami Beach, a
municipal corporation, its officers, agents, and employees
from all claims for bodily injuries to the public and/or for
all damages to the property of others, including costs of
investigation, all expenses of litigation, including
reasonable attorney fees and the cost of appeals arising out
of any such claims or suits because of any and all acts of
omission or commission o~ any by the contractor, his agents,
servants, or employees, or through the mere existence of the
project under contract.
(bl The foregoing indemnity agreement shall apply to any and
all claims and suits other than claims and suits arising out
. of the sole and exclusive negligence of the City of Miami
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Beach, its officers, agents, and employees, as determined by
a court of competent jurisdiction.
(c) The foregoing indemnification shall be insured as
provided in Section 8.05.
Section 8.03: Limitation of Liabilitv
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 any unpaid sums to the Consultant pursuant
to this Agreement. The Consultant hereby expresses its
willingness to enter into this Agreement with the Consultant
recovery from the City for any damage action for breach of contract
to be limited to a maximum amount equal to the amount to be
disbursed to the Consultant pursuant to this Agreement, less the
amount of any funds actually paid by the City to the 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 Consultant for damages in an amount in excess of the
amount to be disbursed pursuant to this Agreement, 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-
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performance of any obligations imposed upon the City by this
Agreement. Nothing contained in this Section or elsewhere in this
Agreement is in any way intended to be a waiver of the limitation
placed upon City's liability as set forth in Florida Statutes,
Section 768.28.
Section 8.04. Arbitration
Any controversy or claim for money damages arising out of or
relating to this Agreement, or the breach hereof, shall be settled
by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and the arbitration award
shall be final and binding upon the parties hereto and subject to
no appeal,. and shall deal with the question of the costs of
arbitration and all matter related thereto. In that regard, the
parties shall mutually select one arbitrator, but to the extent the
parties cannot agree upon the arbitrator, then the American
Arbitration Association shall appoint one. Judgement upon the
award rendered may be entered into any court having jurisdiction,
or application may be made to such court for an order of
enforcement. Any controversy or claim other than a controversy or
claim for money damages arising out of or relating to this
Agreement, or the breach thereof, including any controversy or
claim relating to the right to specific performance shall be
settled by litigation and not arbitration.
8.05. Xn.urance
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consultant agrees to, at all times during the full duration of
this Agreement. adhere to the insurance requirements as herein
listed:
1. Workers' Compensation and Employers' Liability per the
statutory limits of the State of Florida.
2. Commercial General Liability (occurrence form), limits of
liability $1 million per occurrence for bodily injury and
property damage to include Premises/Operations; Independent
Contractors; Broad Form Property Damage Endorsement and
Contractual Indemnity (Hold harmless endorsement exactly as
written in "insurance requirements" of specifications).
3. Excess Liability - $HL& per occurrence to follow the primary
coverages.
4. The City must be named as an additional insured on the
liability policies; and it must be stated on the Certificate.
5.
Other Insurance as indicated:
Builders Risk completed value
Liquor Liability
___ Fire Legal Liability
Protection and Indemnity
$
$
$
$
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Employee Dishonesty Bond (with the
$
City of Miami Beach as Loss Payee)
Other
$
6. Thirty (3D) days written cancellation notice required.
7. Best's Guide rating B+:VI or better, latest edition.
8. The City reserves the right to amend these requirements as
needed.
Any changes must be approved by the City'S Risk
Manager
Section 8.06. A..ianment
Consultant shall not assign, transfer, pledge, grant any lien
on, conveyor otherwise dispose of this Agreement or any part
hereof, or of its interest herein or assign, by power of attorney
or otherwise, any of the monies due or to become due under this
Agreement, without the prior written consent of the City.
Section 8,08. Notice
All written notices give to Consultant by the City shall be
addressed to:
Tony Marino, President
12355 N.E. 13th Avenue
North Miami, Florida 33161
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All written notices from the Consultant to the City shall be
addressed to:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
with copies to:
City Attorney's Office
1700 Convention Center Drive
Miami Beach, Florida 33139
All notices mailed by either party shall be deemed to be
sufficiently transmitted if sent by certified mail, return receipt
requested.
Section 8.09: Joint and Several Liabilitv
Each of the two consultants, the Lincoln Road Partnership,
Inc. and TMS, Inc., shall be jointly and severally liable for all
the obligations and liabilities of Consultant under this Agreement.
In Witne.. Whereof, the parties hereto have hereunto caused
these presents to be signed in their names by their duly authorized
officers and principals, attested by their respective witnesses on
the day and year first hereinabove written.
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Lincoln Road Partnership, Inc.
BY
Witness
Witness
TMS, Inc.
BY
Witness
Witness
City of Miami Beach
MAYOR
CITY CLERK
lrptms.con:fjr
FO,~~~~ED
~.
By
I.
Date
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