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2000-24134 RESO RESOLUTION NO. 2000-24134 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 FOR THE ELECTROW A VE PROJECT, TO BE PERFORMED BY MBTMA; AND FURTHER AUTHORIZING THE PAYMENT OF $99,250 IN PROJECT ADMINISTRATION FUNDS FROM THE ADOPTED FISCAL YEAR 2000-01 ELECTROW AVE OPERATING BUDGET, SUCH PAYMENT BEING MADE ON A QUARTERLY BASIS, BEGINNING OCTOBER 1, 2000. WHEREAS, the Miami Beach Transportation Management Association (MBTMA) developed the Electrowave Project and has administered its contracts and services from the Project's inception, on behalf of the City; and WHEREAS, the Electrowave Operating Budget, adopted for Fiscal Year 2000-01, also 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, on a quarterly basis, 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 FT 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 RESOLVED 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 payment of$99,250 in Project Administration funds from the adopted 2000-0 I Electrowave Operating Budget, for contract management and administrative services to be performed by MBTMA for the Electrowave Project; such payment being made on a quarterly basis, beginning October I, 2000. PASSED AND APPROVED this the 18th day of October ,2000. Alt;:r f~ CITY CLERK 1IJ# MAYOR APPROVED AS TO FORM & ~NGl.JAGE & FOREXfCUTlON f"WORK\lTl<AIAMEU^\LOPES\EWAGRTMI<_WJ>I) .ML Attorney JO~ ]~dV 0. CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\\ci.miami-beach.fl.us CITY OF MIAMI BEACH TO: FROM: SUBJECT: COMMISSION MEMORANDUM NO. 2:'03-00 Mayor Neisen O. Kasdin and Members of the City Commission DATE: October 18, 2000 Jorge M. Gonzalez \ ~ City Manager 0 - l) 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 FOR THE ELECTROW A VE PROJECT TO BE PERFORMED BY MBTMA; AND FURTHER AUTHORIZING THE PAYMENT OF $99,250 IN PROJECT ADMINISTRATION FUNDS FROM THE ADOPTED FISCAL YEAR 2000-01 ELECTROWAVE BUDGET, SUCH PAYMENT BEING MADE ON A QUARTERLY BASIS, BEGINNING OCTOBER 1, 2000. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS This item is contingent on approval of the proposed FY 2000-01 Electrowave Operating Budget, submitted as a previous item of this same City Commission Agenda. Beginning in FY 1997-98, the project administration funds included in the Electrowave Operating Budget have been transferred to the Miami Beach Transportation Management Association (MBTMA) which, on the City's behalf, assumed first-line responsibility over the Electrowave project development and implementation, and the transit service's efficiency and effectiveness. MBTMA performs most of the project's administrative services, oversees all contracts and services, marketing and advertising, plans and implements route enhancements, performs route management and scheduling, oversees vehicle maintenance, personnel training, and handles all passenger 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. FY 2000-01 is proposed to be the fourth year of contracted services with MBTMA for the Electrowave Shuttle Project. AGENDA ITEM 12-1 t- (O-\g-00 FUNDING APPROVED ~~~ Management and Budget DATE October 18, 2000 Commission Memorandum Agreement with MBTMA regarding Electrowave Page 2 The City maintains two annual agreements with MBTMA, as follows: 1. The MBTMA Agreement at $50,000 a year (funded by Miami Beach Parking Enterprise Retained Earnings), which, in conjunction with the Florida Department of Transportation (FDOT), provide "seed" funding for MBTMA to operate as a public-private organization. This $50,000 Agreement was approved by Resolution No. 2000-24078, dated September 13, 2000; and 2. The ElectrowavelMBTMA Agreement at $99,250 (funded by the shuttle operating budget), for the performance of contract management and overall administrative services for the shuttle program, this Agenda item. The overall services to be delivered by MBTMA, under the attached Professional Services Agreement, are listed as Exhibit A, Scope of Services. Beginning FY 2000-01, the Electrowave Service will operate a new route on Collins Avenue, using vehicles purchased with Federal Transit Administration (FTA) Section 3 funds. This new route will increase MBTMA's workload. MBTMA will be required to file Section 15 Reports for the capital expenditures and related operations of the additional buses. The Federal reporting system is quite extensive, demanding and time consuming. Exhibit B is the MBTMA Contract Management Budget, a summary of which is provided below: Salaries/Benefits of 3 full-time employees $75,360"$ll Travel 5,000 Office/Operating 3,000 Postage 1,500 Telephone 1,400 Printing/distribution of information material 12.990 Agreement Price/Budget ................... $99,250 ~ This figure represents 50.2% of the salary/benefits to be paid to three MBTMA employees during FY 2001. The 49,8% balance is paid by the MBTMA Operating Budget which includes $50,000 from the City, $100,000 from FDOT, and $12,000 from membership dues. The $99,250 Agreement price would be transferred to MBTMA via quarterly payments of $24,812.50 each, with the first installment due October I, 2000. The main duties ofMBTMA and City regarding the Electrowave Project are set forth in Exhibit C to the Agreement, and entitled Division of Duties; and the Project Accomplishments in Exhibit D. The Electrowave Shuttle Service has carried over 3 million passengers since January 1998, and has collected over $200,000 in fares since July 1, 1999. The Administration attests that MBTMA has ably managed the Electrowave Project and recommends approval of this fourth-year Agreement. Attachments ~AJ~ F,\WORKISTR^\AMEUAIU)PES\EWAGRTMA.WPD 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 ELECTROW A VE PROJECT THIS AGREEMENT is made this 18th day of October , 2000 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and the MBTMA (Consultant). Agreement: City Manager: Consultant: Fixed Fee: Project Coordinator: Risk Manager: Services: Termination: Task: SECTION 1 DEFINITIONS This written Agreement between the City and 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 REOUlRED 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 2000-01 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 PA YMENTIREPORTING 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, 2000, for the term ofthis 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 contain a statement that the items set forth therein are true and correct and in accordance with the Agreement. SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONSULTANT With respect to the performance of the Services, the Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Consultant shall comply with all applicable laws and ordinances, including but not limited to, applicable regulations of the City, County, State, Federal Government, ADA, EEO Regulations and Guidelines. -2- 4.2 PUBLIC ENTITY CRIMES State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by Consultant. 4.3 PROJECT MANAGEMENT The Consultant shall appoint a qualified individual acceptable to the City to serve as Project Manager for the Services who shall be fully responsible for the day-to-day activities under this Agreement and who shall serve as the primary contact for the City's Project Coordinator. 4.4 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of twelve (12) months, commencing on October 1,2000, and ending on September 30, 2001. Funding for any additional term(s) shall be approved by the City and be contingent upon a favorable evaluation of the MBTMA by the City and the Florida Department of Transportation. Notwithstanding the aforestated language, however, the City shall have no future obligation to renew this Agreement beyond the twelve-month term set forth herein. 4.5 TIME OF COMPLETION The Services to be rendered by the Consultant will commence on October 1, 2000, and follow the continuation of the services that the Consultant has been developing and implementing regarding transit related projects and programs for the City, since the execution of its first Agreement with the City, effective October 1, 1997. Consultant 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 EOUlPMENT All documents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse by Consultant or the parties shall be approved in writing by the City. -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 (I %) 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 ofthe 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 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 -4- 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 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 subcontractors shall be properly assembled and delivered to the City at the Consultant's sole cost and -5- expense, and the funds paid to Consultant pursuant to Section 3 herein shall, at the City's option and sole discretion, be returned and/or otherwise repaid in their entirety to the City. Notwithstanding the above, the Consultant shall not be relieved ofliability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall additionally be entitled to bring any and alllegallequitable 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 EXHmIT "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 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 4,9.2. -6- 4.9.5 Changes and Additions Each such change sha1\ be directed by a written Notice signed by the duly authorized representatives of the Consultant. Said Notices sha1\ provide an equitable adjustment in the time of performance, a rea1\ocation ofthe task budget and, if applicable, any provision of this Agreement which is affected by said Notice. The City sha1\ 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 sha1\ 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 a1\ contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to a1\ matters covered by this Agreement. Consultant sha1\ maintain any and all records necessary to document compliance with the provisions of this Agreement. 4.11 ACCESS TO RECORDS Consultant agrees to a1\ow access during normal business hours to a1\ 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 sha1\ a1\ow 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 sha1\ not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.13 SUB-CONSULTANTS The Consultant sha1\ 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. -7- 4.14 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Consultant shaH 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 shaH 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 shaH include, but not be limited to the foHowing: 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 fuHy set forth herein, in connection with the Agreement conditions hereunder. The Consultant covenants that it presently has no interest and shaH 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 shaH knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shaH 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 weH as aH information, design specifications, processes, data and findings, shaH 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 shaH 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 AH communications relating to the day-to-day activities shaH 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. AH other notices and communications in writing required or permitted hereunder may be delivered personaHy 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), -8- 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 JURlSDlCTIONNENUE This Agreement shall be enforceable in Dade County, Florida, and iflegal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Dade County, Florida. 4.19 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. -9- 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 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. -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: ~~ P~tL- City Clerk FOR CONSULTANT: ATTEST: A:\EWAGRTMA.WPD CITY OF MIAMI BEACH, FLORIDA By: , Mayor MIAMI BEACH TRANSPORTATION MANAGEMENT ASSOCIATION Corporate Seal APPROVED AS TO FOR-AA & lANGUAGE & FOR. EXECUTION 1t~ ~~ -11- SWORN STATEMENT PIJRSUANTTO SECTION 287,133(3)(.). Fl ORIDA STAn:TES. ON PUBLIC ENTITY CRIMES TillS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AI'TIIORIZED TO AD'lINISTER OA THS. This swom statement is submitted to by (print individual's name and title) for (print name ofentiry submitting sworn statemenl) whose: business address is and (if applicable) its Federal Employer Identification Number (FEIN) is (If the entity stalement:( has no FErN. include the Social ) Security Number of the individual signing this swom 2. I understand that a ~public cnlity 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 agenc)' or political subdivision of any other state or ofche 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( I )(b). Florida Statute!. means a finding of guilt or a conviction of a public entity crime. with or without an adjudication of guilt. in any federal or st.:lte trial court of record rel:lling 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 ofany natural person who is active in the management of the entity and who has been convicted ofa public entity crime. The term "affiliate" includes those officer. directors. executives. partners. shareholders. employees. members. and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person. or a pooling of equipment or income among persons when not for fair market value under an arm's length agreemenl, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an atliliate 5. I understand that a "person" as defined in Paragraph 28~J33(1 )(e). Florida Statute!. means any natural person or entily 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 ofan entity. 6. Based on information and belief, the statement which I have marked is true in relation to the entity sub mining this sworn statement (indicate which statement applies.) Neither the entity submining "this swom statement. nor anv of its officers. directors. e:,<ecuti\'es. partners. shareholders. employees. members, or agents who are active in the mana"gement of the. entity. nor any affiliate of the entity haH~ been charged with and convicted of a public entity crime subsequent tq July I. 1989 The entity submitting this sworn statement. or one or more of the officers. directors. executi....es. parmers. shareholders. employees. members. or agents who are active in the management of the entic)'. or an affiliate of the entity has been charged with and convicted ofa public entity crime subsequent to July I, 1989. The entity submitting this sworn statement. or one or more of its officers. directors. executives. partners. shareholders. employees members, or agents who are active in the management of the entity. or an affiliate of the entity has been charged with and convicted ofa public entity crime subsequent to July 1. 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 hy the Hearing Officer determined that it was nol in the public interest to place the enticy submitting this swom 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 ELECTROWAVE 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 I, 1999 through September 30, 2000, for the ELECTROWAVE 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. II, Continue marketing the Electrowave system - maintaining, updating, and circulating materials, etc. 12. Monitoring maintenance activities ofvehic1e 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. . EXHIBIT "B" IIELECTROWA VE" CONTRACT MANAGEMENT BUDGET 2000/2001 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 six of operations: SALARIES: (Includes Social Security and Employment Taxes Only) Executive Director $ 44,185 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 county and city requirements. Prepares and submits required annual Federal Transit Administration (FT A Section 3) operations report. Prepares and submits required monthly operating reports to Miami Dade Transit Agency (MOTA), Metropolitan Planning Organization (MPO),.Department of Environ- mental Regulation Management (DERM) and Florida Department of Transportation (FOOT), Coordinates all functions necessary to procure vehicle maintenance, operations, marketing, and public relations. Including preparation of contract requirements, requests for proposals, bids (as required by funding agencies), project negotiations and recommendations. Oversees configuration management functions associated with the project such as: Document Control, Change Requests, Change Control, Procedures Administration, and Project Management Maintenance Plan. 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. . . . . . . . Executive Director (Continued) . Serves as custodian of all project records including coordination with the Florida Department of Transportation, Dade County Metropolitan Planning Organization, Clean Cities Coalition, Federal Transit Administration, Florida Alliance for Clean Technologies, Florida Department of Energy, Florida Department of Environmental Protection, Southern Coalition for Advanced Transportation, 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 expansionlimprovement 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 and invoices 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 as required by Metro Dade Transit, Florida Department of Transportation, the Metropolitan Planning Organization and the Department of Environmental Regulation Management. . Monitors shuttle stop locations for effectiveness and operations efficiency, . Monitors shuttle safety requirements and maintains files of accident reports along with police documentation of incident. . Responds to any and all inquines 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. . Makes formal presentations concerning the overall shuttle project, its development, and uniqueness. . . Monitors the coordination of driver training, mandatory drug testing and orientation sessions with drivers, dispatch, etc.. . Secures and coordinates donated in-kind services for advertising and/or promotion of the shuttle. Transportation Coordinator $ 17,885 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 maintaining, updating and circulating project materials. . Monitors condition of shuttle stop signage at designated locations and coordinates necessary replacements/repairs. . Prepares invoice to Florida Department of Transportation on behalf of the City for reimbursement of expenses, . Assists with ridership complaints and follow-ups. . Performs shuttle route reviews and documentation. . Assists with securing advertising revenue. . Assists with coordination and security of farebox revenues, . Coordinates conference and special presentation travel for contract management as required, . Clerical Support $ 13,290 Salary covers costs related to clerical support for the shuttle project including: . Completes all forms and documents as required by the Executive Director and Transportation Coordinator for the project to include reports, grants, correspondence, forms, marketing and informational documents, etc.. . Maintains records of shuttle ridership on daily, weekly, monthly and annual basis. . Maintains records of "Golden Passport" ridership on weekly, monthly and annual basis. . Maintains documentation of daily farebox revenue counts reported on a daily basis from City Parking Department. Clerical Support: (Continued) . Responds to all incoming telephone inquiries conceming shuttle schedule and route information. . Responds and documents all incoming calls regarding passenger complaints and/or requests. . Monitors and maintains brochure racks on vehicles and at all business,hotel, restaurants sites where shuttle brochure racks are located, . Coordinates all correspondence with Executive Director and Transportation Coordinator as directed, . Assists with the development of marketing and public relations projects (coordination of materials, announce- ments, etc.. . Assists with development and completion of final grant application paperwork. . Provides general clerical support for the project and staff. TRAVEL 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 transportation/transit related conferences, workshops and meetings. Costs cover registrations, hotel and meals at City of Miami Beach per diem rate. OFFICE/OPERATING SUPPLIES Covers cost of printing and copying required service documentation and funding reports for federal, state, county, city and granting agencies. Also includes cost of general office supplies, copier supplies, printer and FAX supplies, materials related to the submittal of grant applications including film and development for shuttle photographs and cost of printing shuttle stationary. POSTAGE Covers cost of mailing required operations documentation to county, state, federal grantees, mailing of general correspondence response to public inquiries, mailing of marketing and advertising materials, and submittal of grant applications. $ 5,000 $ 3,000 $ 1,500 TELEPHONE Covers cost of long-distance calls related to service coordination and management, cost of beeper service and one cell phone and related communication charges. Note: Beeper and Cell phone are coordinated through the City. PRINTING & DISTRIBUTION OF INFORMATIONAL MATERIAL Covers cost of printing 250,000 routelinformational brochures and purchase of small display racks for distribution of brochures at all hotels, businesses, and restaurants along shuttle routes. CONTRACT TOTAL: . $ 1,400 $ 12,990 $ 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: <) 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. <) MBTMA will plan and implement new shuttle routes and/or extensions, as approved by the City Commission. <) 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. <) MBTMA will open a separate account for the transferred Electrowave funds and establish accounting procedures which are independent from the MBTMA budget. <) 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. <) MBTMA will authorize expenditures of the 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. . <) 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. <) MBTMA will coordinate efforts with and receive input, as appropriate, from City, State, or County staff regarding physical installations being cOl)templated for the Electrowave route, park-and-ride facilities, causeways, etc. <) CITY will have custody over all other Electrowave funds and will perform the needed record-keeping, accounts payable, accounting, and auditing services. <) CITY, with MBTMA input, will prepare the annual Electrowave Operating Budget and all items which require City Commission consideration. <) 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. EXHIBIT "D" ELECTROWA VE PROJECT ACCOMPLISHMENTS (October 1, 1999 - September 30, 2000) . To date shuttle has transported over 3 million passengers - including 109,074 Golden Passport users. . Farebox revenue collected to date $187,646. . Coordinated and transported over 17,000 passengers for Millennium celebration on South Beach. . Prepared all non-technical provisions for the project, including verifying compliance with Federal, State, County, and local requirements, . Managed all aspects of the shuttle project, including authorization and review of any and all expenditures related to operations, marketing, public relations, maintenance, and all other applicable expenditures. . Planned and implemented enhancements and/or extensions to the original route service as approved by the City Commission and Miami Dade County. . Coordinated 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. . Authorized capital, operating, vehicle maintenance, and marketing expenditures for the project, and submitted reviewed and approved invoices, as well as requests for Standing Orders or Direct Purchases to the City for payment by the project budget. · . Oversaw 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 requests for project records. . Provided to the City's Transportation Coordinator all project-related information necessary for the preparation of Commission Memoranda, Resolutions, letters to Commission and other City documents, on request. . Maintained all project operating records, and 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. " - . Researched, wrote and submitted grant applications to seek funding on a continual basis for the purpose of supporting operating and capital expenses of the project. . Collected data, prepared and filed reports with several funding agencies, as required. . Obtained over one million dollars in donated advertising through local, national and foreign advertising. . Continued marketing the project - maintaining, updating, and circulating materials. . Monitored maintenance activities of vehicles and submitted reports as required. . Monitored shuttle stop locations for effectiveness and operations efficiency. . Monitored safety requirements and documentation. . Documented all required drug testing, current licenses for project drivers. . Responded to any and all inquires concerning the service, schedule, route, etc.. . Responded to and dealt with ridership complaints. . Justified and implemented changes to the service as required for efficiency and quality management. . Monitored operations and qualityuf service on a daily basi~. . Coordinated and conducted monthly driver training' and orientation sessions. . Conducted Buy America audit of bus manufacturer as required by the Federal Transit Administration. . Provided over 15 tours of the shuttle system to' dignitaries: City of Miami Beach Mayor & Commissioners & Miami Dade County MPO County and State transportation officials West Palm Beach Transit officials Federal EPA officials/staff Local kindergarten class Georgia Power officials Southern Coalition for Advanced Transportation - conference attendees - . Delivered special slide presentation of project to MPO transportation representatives of the "Dade County Electric Transit Circulator Feasibility Study Advisory Committee." . Worked with and advised EV Ready Broward officials/leaders on electric shuttle systems. . Publicly introduced 4 new electric shuttles into existing project fleet. . Coordinated the selection of artist through Miami Beach Art In Public Places Committee for exterior artwork on new buses. . Worked with City of Miami Beach Parking Department in the installation and implementation of parking and transportation debit card equipment on every shuttle vehicle. . Participated in City of Miami Beach's "Take Your Children to Work Day' - introduced children to electric/alternative fuel vehicles. . Met with local Senior Citizen group to discuss shuttle system and service. . Conducted two ridership surveys in conjunction with private consultant. . Attended numerous city meetings related to transportation including hurricane preparedness, feasibility study for intermodal center, etc.. . Developed policy which allows the Miami Beach Fire Department to call upon the shuttle to transport residents/guests from apartmenUhotel fires (prompted by several recent local apartment fires in which shuttle vehicles were used to transport victims). . ..,... - MBTMA EMPLOYEE SALARIES Percentage distribution between two FY 2000-01 Budgets The salaries of three (3) MBTMA employees are paid utilizing funds provided in both the MBTMA Operating Budget ($162,000) and the Electrowave Administrative Services Agreement ($99,250), at the following percentages: Employee Positions: Exec. Director TDM Coord. Adm. Assitant Employee Salaries: * $71,500 $42,592 $25,300 MBTMA Budget: ** 40% 60% 50% EW/MBTMA Agnnt: *** 60% 40% 50% * Salaries approved by the MBTMA Board of Directors Includes no retirement benefits ** Includes FDOT and City funds plus MBTMA membership dues. *** Includes Electrowave Operating Budget funds.