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HomeMy WebLinkAbout23034AGREEMENT INFORMATION AGREEMENT NUMBER 23034 NAME/TYPE OF AGREEMENT MIAMI PARKING AUTHORITY DESCRIPTION MEMORANDUM OF UNDERSTANDING / AUTHORITY FOR LOT 40- ALLAPATTAH BRANCH LIBRARY / MATTER ID:20-363 EFFECTIVE DATE February 28, 2020 ATTESTED BY NO SIGNATURE REQUIRED ATTESTED DATE NO SIGNATURE REQUIRED DATE RECEIVED FROM ISSUING DEPT. 3/5/2020 NOTE 1303y 40 N.W. Third Street, Suite 1103 Miami, FI 33128 Phone (305) 373-6789 Fax (305) 371-9451 www.miamiparking.com MIAMI PARKING AUTHORITY TO: Todd B. Hannon, City of Miami City Clerk FROM: Miami Parking Authority SUBJECT: Memorandum of Understanding between The City of Miami and Miami Parking Authority for Lot 40 — Allapattah Branch Library DATE: March 2, 2020 Enclosed I have attached the Fully Executed Agreement, Memorandum of Understanding between The City of Miami and Miami Parking Authority for Lot 40 — Allapattah Branch Library. Please contact us if you have any questions (305) 373-6789 ext. 228 MIAMI PARKING AUTHORITY PARKING SERVICES MEMORANDUM OF UNDERSTANDING THIS PARKING SERVICES MEMORANDUM OF UNDERSTANDING ("MOU") is entered into this g day of , 2020 (but effective as of March 2, , 2020 the "Effective Date"), by and between the De rtment of Off -Street Parking a/k/a Miami Parking Authority ("MPA"), an agency and instrumentality of the City of Miami ("City"), principally located at 40 Northwest 3rd Avenue, Suite 1103, Miami, Florida 33128 ("MPA"), and the City of Miami, a municipal corporation of the State of Florida, located at 444 Southwest 2nd Avenue, Miami, Florida 33130 ("City"). The MPA and City shall collectively be referred to as the "Parties", and each may individually be referred to as a "Party". RECITALS WHEREAS, the MPA specializes in the operation, licensing, leasing, enforcement and management of off-street parking facilities in the City, and through its operations, licensing, leasing, enforcement and management of those off-street parking facilities, the MPA has the knowledge, expertise and resources to acquire, install and operate comprehensive pay -by -phone parking systems (collectively referred to herein as "Parking Services"); and WHEREAS, the City owns a parking lot adjacent to the Allapattah Branch Library located at 1785 NW 35 Street, Miami, Florida, with a Miami -Dade County Folio No. 01-3127-009-0140 (a/k/a "Lot 40"), encompassing one hundred nine (109) parking spaces ("Parking Facility"), as further depicted and delineated in the attached composite "Exhibit A"; and WHEREAS, the City, the MPA and adjacent commercial establishments will benefit from the increased accessibility and convenience afforded by Parking Services to the public since it will increase parking inventory to an area in short supply of parking spaces; and WHEREAS, since at least March 11, 1987, the MPA has provided Parking Services on behalf of the City to the benefit of the general public and adjacent commercial establishments; and WHEREAS, the City desires to enter into this MOU to memorialize the continuation of Parking Services from the MPA, and the MPA desires to continue to provide Parking Services to the City, based on the terms, conditions and specifications set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and of promises and covenants contained herein the Parties agree as follows: 1. Term. The initial term of this MOU shall commence on the Effective Date and continue in force for a period of five (5) years, unless sooner terminated pursuant to any applicable provision of this MOU. Upon the expiration of the initial term, the Parties may extend this MOU for four (4) additional periods of five (5) years each. Either Party may initiate the extended teun by delivering written notice of extension to the other Party, no later than sixty (60) days prior to the expiration City of Miami Lot 40 — Parking Services MOU (RCG) Page 1 of 6 of the initial term. The initial term together with the extended term, shall be referred to individually and collectively as the "Term." 2. Termination. Either Party may terminate this MOU, with or without cause, by giving at least one hundred twenty (120) days prior written notice to the other Party, specifying the date of termination. Upon termination of this MOU, the MPA shall remove the Parking Services equipment and signage from the Parking Facility, not later than fifteen (15) days after the effective date of termination. Neither Party shall be liable to the other for any loss of revenue or for any indirect or consequential damages caused by such termination. 3. Operating Hours. MPA agrees to provide Parking Services nineteen (19) hours per day (from 7:00 am to 2:00 am) seven (7) days per week. Operating hours may be changed from time to time, by mutual consent of the Parties with at least thirty (30) days prior written notice. 4. Signage. MPA shall have installed a minimum of fourteen (14) signs throughout the Parking Facility and shall be responsible for assessing the necessity for additional signs and locations. 5. Financial Obligations. In addition to providing Parking Services, the MPA agrees to manage, maintain and operate the Parking Facility. As consideration, the MPA shall receive a management fee of five percent (5%) of the total gross collections earned from the Parking Facility ("Management Fee"). In addition to the payment of the Management Fee, the City agrees to pay MPA operating expenses incurred on the Property and documented by the MPA, resulting from the provision of Parking Services. 6. Revenue Collection and Reporting. The MPA shall be responsible for collecting all parking revenues derived from the parking system installed on the Parking Facility by the MPA. The MPA shall have in place appropriate revenue controls consistent with best industry practices aimed at preventing loss or theft of property. The MPA shall produce monthly reports to the City, regarding the parking revenue and expenses arising from the provision of Parking Services at the Parking Facility. 7. Remittance of Parking Revenue; Invoicing; Sales Taxes. By the twentieth (20th) day of the following month, the MPA shall remit to the City the Net Income collected in the preceding month by the MPA from the Parking Facility. The MPA shall be responsible for the payment of sales taxes and surcharges on parking revenues collected by the MPA from the Parking Facility. 8. Parking Enforcement. Uniformed MPA Parking Enforcement Officers will be scheduled to frequent the Parking Facility no less than two (2) times per day to ensure that customers are paying for parking and issuing citations if violations are observed. The schedules for the Enforcement Officers are subject to change depending on special events and the needs of the City. 9. 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 MOU and with all applicable laws relating to the management of the Parking Facility. •The Parties shall not unlawfully discriminate in the performance of their respective duties'under this MOU. City of Miami Lot 40 — Parking Services MOU (RCG) Page 2 of 6 10. Dispute Resolution. The Parties agree to resolve any disputes between them arising from an alleged violation of the terms of this MOU, in accordance with Section 18-105, City Code. 11. Applicable Law and Venue. This MOU shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the Parties shall be in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or the U.S. District Court Southern District of Florida. The Parties irrevocably waive any rights to a jury trial. 12. Entire MOU. This MOU constitutes the sole and entire agreement between the Parties and 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 that are not contained in this MOU. 13. Amendments. No modifications, revisions or amendments to this MOU shall be binding on either Party unless in writing and signed by properly authorized representatives of the Parties. The CEO shall have the authority to extend, amend, or modify this MOU on behalf of the MPA, without the necessity of subsequent MPA Board approval. Any such document shall be in writing and subject to legal review prior to execution by the Parties. 14. Severability. Should any provision, paragraph, sentence, word or phrase contained in this MOU be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this MOU shall remain unmodified and in full force and effect or limitation of its use. 15. Public Records. This MOU shall be subject to the Public Records Laws under Chapter 119, Florida Statutes (2018), as may be amended from time to time. Therefore, the City agrees and understand that the public shall have access, at all reasonable times, to all documents and information pertaining to MPA contracts, subject to the provisions, limitations and exemptions of Chapter 119, Florida Statutes (2018), as may be amended from time to time, and each Party agrees to allow access to the public to all documents subject to disclosure under applicable laws. 16. Default. If either Party fails to comply with any term or condition of this MOU, 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 MOU. 17. Notice. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, email, regular U.S. mail service, or service by certified mail, return receipt requested, postage prepaid. Notices shall be sent to: City of Miami Lot 40 - Parking Services MOU (RCG) Page 3 of 6 If to the City: With copies to: If to MPA: With a copy to: City Manager Arthur Noriega, V 444 Southwest 2nd Avenue, 10th Floor Miami, Florida 33130 City Attorney Victoria Mendez, Esq. City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Chief Operations Officer Alejandra Argudin Miami Parking Authority 40 N.W. 3rd Avenue, Suite 1103 Miami, Florida 33128 Senior Executive Advisor Roland C. Galdos, Esq. Miami Parking Authority 40 N.W. 3rd Avenue, Suite 1103 Miami, Florida 33128 17.1 Either Party may at any time designate a different address and/or contact person by giving notice as provided above to the other Party. Such notices shall be deemed given upon receipt by the addressee. 17.2 In the event there is a change of address and the moving Party fails to provide notice to the other Party, then notice sent as provided in herein shall constitute adequate notice. 18. Improvements to Parking Facility. City shall be responsible for the cost of improvements, repairs and maintenance of the Parking Facility, including but not limited to, repairing damaged asphalt, sealcoating and re -striping pavement markings, and wheel -stop replacement. City shall reimburse the MPA for any expenses incurred by the MPA for improvements undertaken on behalf of the City. Improvements and repairs completed by the MPA, must first be approved in writing by the City prior to MPA incurring expenses. Reimbursement requests shall be accompanied by supporting documentation reflecting expenses incurred and any other information deemed necessary by the City. 19. Audit and Inspection Rights. The City, its auditors, or designee(s) shall have the right, without limitation, at any time during the Term of this MOU to enter into the offices of the MPA to: (1) verify, check and record data used in connection with its operations under this MOU; (2) inspect, review, verify and check all or any portion(s) of the procedures for recording or compiling information used to determine any amounts due to or payable to the City under this MOU; and (3) audit, check, inspect and review all books of account, records, financial reports, financial City of Miami Lot 40 — Parking Services MOU (RCG) Page 4 of 6 statements, operating statements, sales tax returns, and working papers relating to this MOU, and other pertinent information as may be determined to be needed or desirable. 20. Indemnification. Subject to the provisions and limitations of Section 768.28, Florida Statutes, as may be amended from time to time, each Party agrees to indemnify, defend, save and hold harmless the other Party and its officers, employees, agents, servants, and subcontractors from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the Party or its officers, employees and agents may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this MOU. The indemnifying Party shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the indemnified Party, including appellate proceedings. 20.1 Nothing contained in this MOU shall be construed, in any manner, to alter or waive the Parties' sovereign immunity or extend the Parties' liability beyond the limits established in Section 768.28, Florida Statutes, as may be amended from time to time. 21. Miscellaneous Provisions: 21.1 No waiver or breach of any provision of this MOU 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. 21.2 All representations, indemnifications, warranties and guarantees made in, required by, or given in accordance with this MOU, shall survive final payment, completion and acceptance of the Parking Services and termination or expiration of the MOU. 21.3 Parking Services shall not be subcontracted, transferred, conveyed, or 'assigned under this MOU in whole or in part to any other person, firm or corporation without the prior written consent of the City. 21.4 This MOU shall be biding upon the Parties herein, their heirs, executors, legal representatives, successors and assigns. 21.5 In the event of any dispute arising under or related to this MOU, each Party is responsible for its own attorney's fees, costs and expenses incurred at all judicial levels, including appeal, until such dispute is resolved with finality. 21.6 This MOU may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same MOU. [SIGNATURE PAGE FOLLOWS] City of Miami Lot 40 — Parking Services MOU (RCG) Page 5 of 6 a3y IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their respective and duly authorized officers the day and year first above written. ATTEST: Witness for the City: By: Print: Title: ATTEST: APPROVED AS TO FORM AND CORRECTNESS: By: ria Mendez City Attorney City of Miami, a municipal corporation of the State of Florida, "City": By: hur Noriega, V City Manager Department of Off -Street Parking d/b/a Miami Parking Authority, an agency and instrumentality of the City of Miami, "MPA": By: Alej andra gudin Chief Operations Officer APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann-Maijie Sharpe, Risk Management Director City of Miami Lot 40 — Parking Services MOU (RCG) Page 6 of 6