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HomeMy WebLinkAboutExhibitINTERLOCAL MANAGEMENT AGREEMENT This Interlocal Management Agreement ("Interlocal") is entered into this day of , 2016 ("Effective Date"), by and between the Department of Off -Street Parking a/k/a Miami Parking Authority ("MPA"), an agency and instrumentality of the City of Miami ("City"), located at 40 N.W. 3rd Avenue, Miami, FL 33128, and the City of Miami, a municipal corporation of the State of Florida, located at 444 S.W. 2nd Avenue, Miami, FL 33130. RECITALS WHEREAS, the Miami Parking Authority ("MPA") operates and manages the off-street parking facilities in the City of Miami; and WHEREAS, the City owns certain real property at Virginia Key Beach and real property consisting of public boat ramps at Antonio Maceo Park, Curtis Park, Legion Park and. Morningside Park, herein (collectively the "Parks") and the corresponding Parking Facility for each (collectively the "Parking Facilities"); and WHEREAS, City and MPA wish to enter into an agreement that will allow the MPA to manage the Parking Facilities, as stated, for the above listed Parks; and WHEREAS, the MPA shall be responsible for collecting all parking revenues derived from the Pay -by -Phone Parking System and shall have in place appropriate revenue controls with the best industry practices aimed at preventing loss or theft; and WHEREAS, the MPA shall produce and submit to the City a monthly report regarding parking revenue and usage at each of the Park Facilities; and WHEREAS, the MPA will be responsible for the Parking Enforcement for the Parking Facilities, with Uniformed Parking Enforcement Officers frequenting the parks no less than once per day to ensure that customers are paying for parking and issuing citations if violations are observed; and WHEREAS, the schedules for the Enforcement Officers are subject to change depending on training, events and park needs by mutual agreement; and WHEREAS, on , 2016, the MPA's Board authorized,by Interlocal Agreement, the MPA's financing of the cost of the parking equipment and the management of the aforementioned Parking Facilities; and WHEREAS, on 2016, the City Commission, by Resolution No. R-16- , authorized the management of the Parking Facilities at these Parks by the MPA and the installation of Pay by Plate equipment; and WHEREAS, MPA desires to provide, and has the authority, knowledge, familiarity with the conduct of such business, reputation, and experience to undertake and provide the oversight collection of fees and enforcement for the Parking Facilities at these Parks; and WHEREAS, this Interlocal furthers the purpose of making the most efficient use of the City's and MPA's powers by cooperating on a basis of mutual benefit and thereby improving, operating and managing the Parking Facilities in a manner that will maximize benefits to these governmental projects and the overall welfare and economic wellbeing of the City; and WHEREAS, nothing in this Interlocal, expressed or implied, is intended to (a) confer upon any entity or person, other than the expressed parties herein, any rights or remedies under or by reason of this Interlocal as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this Interlocal to maintain an action pursuant to or based upon this Interlocal. NOW THEREFORE, in consideration of the promises and covenants contained herein the parties agree: 1. Term. The term of this Agreement shall commence on the Effective Date, and run for five (5) years, unless sooner terminated pursuant to any applicable provision of this Agreement. The initial term, together with any renewal terms, shall be referred to individually and collectively as the "Tenn. 2, Options to Extend. The City, at its sole and exclusive option, may extend the Term of this Agreement for one (1) additional period of five (5) years to run subsequent to the initial 5-year term, for a total term that shall not exceed ten (10) years. The City shall exercise its option to extend the Term by delivering written notice of the same to the MPA no later than one hundred twenty (120) days prior to the expiration of the Term. 3. Termination. The City or MPA may terminate this Agreement, in whole or in part, with or without cause, upon no less than one hundred twenty (120) days prior notification of termination in writing. The City shall be entitled, at its sole and exclusive discretion, to terminate this agreement for one or more of the Parking Facilities, which shall be deemed a partial teiiiiination. Should the agreement for one or more parking facilities be terminated, the remainder of the cost for the equipment in said Parking Facility(ies) shall be paid in its entirety by the City. 4. Partial Termination. In the case of a partial termination of any portion of the management of the Parking Facilities or provisions of this Agreement, the terminated portion shall be eliminated from the effect of this Agreement; the remaining portion of the Property shall remain subject to the terms, conditions and privileges contained herein. 5. Future Parking Facilities. At its sole and exclusive discretion, the City shall be entitled to add additional parks to the scope of this Interlocal by written notification to the MPA, such decisions shall require the approval of the City Manager or his/her designee. Each new park added to the scope of this Interlocal shall be a "Parking Facility" as that term is used and/or defined in this Interlocal. 6. Operating Hours. MPA agrees to collect fees, enforce, and make available to the public parking during the operating hours of the Parking Facilities as they may be changed from time to time. In the event the City alters the operation hours of any portion or all of the Parking Facilities, the MPA shall receive thirty (30) days' notice of the change. 7. Pay by Plate Equipment. MPA shall install a minimum of Pay by Plate machines throughout the parks as shown in Exhibit A. MPA will be responsible for assessing any new Parking Facilities. 8. Pay by Phone Technology. MPA shall install signs and maintain them throughout the designated parking areas in the parks. The customers will be provided with instructions on how to register for the program and pay for parking. MPA will be responsible for assessing any new Parking Facilities and will provide the City with a list of signage needs for the City's approval. Signs will be paid for by the City. 9. Financial Obligations. MPA shall be reimbursed for all Operating expenses associated with the management of the Parking Facilities and all other costs as detailed in the Proforma. (See Exhibit TBD) Operating expenses are personnel and fringe costs, repairs and maintenance of equipment, additional parts and services not covered under warranty, vehicle expenses (mileage, gas, maintenance), printing and supplies of paper rolls and cleaning cards, officers' uniforms and shoes, officers' cellular phones, bank fees for credit cards, and signage. The City of Miami and the MPA shall review and agree on an operating budget and associated service level. 10. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws relating to this Agreement. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 11. Dispute Resolution, Applicable Law: The parties shall resolve any disputes, controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended. This Agreement shall be governed by the laws of the State of Florida. Venue in any proceedings shall be in Miami -Dade County, Florida and each party shall be responsible for its own attorneys' fees. 12. Entire Agreement, Amendments: This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the parties. Future amendments shall be the decision of the City Manager and will not require approval by the City Commission. 13. Joint Preparation: The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties by the other. 14. Severance: In the event a portion of this Agreement is found to be invalid by a court of competent jurisdiction, the remaining provisions shall continue to be effective unless the City or MPA elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 15. Public Records; Maintenance of Records: This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes, as amended. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. MPA acknowledges and accepts the authority of the City to access the MPA's records, and the obligation of the MPA to retain and to make those records available upon request, and in accordance with all applicable laws. The MPA shall keep records to show its compliance with this Agreement. In addition, the MPA's contractors and subcontractors must make available, upon the City's request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audits, examinations, excerpts, and transcriptions available. 16. Default: If either party fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then that party shall be in default. Upon the occurrence of a default hereunder, the non -defaulting party, in addition to all remedies available to it by law, may immediately, upon written notice to the other party, terminate this Agreement. 17, Miscellaneous provisions. a. Title and paragraph headings are for convenient reference and are not a part of this Agreement. b. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service or by certified mail, return receipt requested, postage prepaid and received by the addressee. Notices shall be sent to: If to the City: With copies to: If to MPA: With a copy to: City Manager City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 City Attorney Office of the City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Chief Executive Officer Miami Parking Authority 40 N.W. 3rd Avenue Miami, Florida 33133 Alejandra Argudin Miami Parking Authority 40 N.W. 3rd Avenue Miami, Florida 33133 Tiffany C. Britton, Esq. Miami Parking Authority 40 N.W. 3rd Avenue Miami, Florida 33133 IN WITNESS WHEREOF, the parties have caused this INTERLOCAL to be executed by their respective and duly authorized officers the day and year first above written. ATTEST: City of Miami, a municipal corporation of the State of Florida By: By: Todd B. Hannon City Clerk ATTEST: Daniel J. Alfonso City Manager DEPARTMENT OF OFF-STREET PARKING d/b/a MIAMI PARKING AUTHORITY, an agency and instrumentality of the City of Miami By: By: Arthur Noriega Chief Executive Officer APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez. City Attorney Ann -Marie Sharpe Risk Management Department Director