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HomeMy WebLinkAboutExhibitCITY OF MIAMI AND MIAMI-DADE COUNTY VENETIAN CAUSEWAY STREETSCAPE IMPROVEMENTS PROJECT, B-39911 JOINT PARTICIPATION AGREEMENT This AGREEMENT, made and entered into this day of , 2009, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA, hereinafter referred to as the "CITY", and MIAMI-DA.DE COUNTY, a political subdivision of the STATE OF FLORIDA, hereinafter referred to as the "COUNTY". WITNESSETH WHEREAS, both parties, along with the City of Miami Beach, whose involvement and responsibilities are detailed under separate agreement with the COUNTY, herein wish to facilitate the construction of a road improvement project in MIAMI-DADE COUNTY, hereinafter referred to as the "Project" described as follows: Improvements to Venetian Causeway from Biscayne Boulevard in the City of Miami to Belle Island in the City of Miami Beach: The work will consist of roadway improvements to include: stormwater improvements, sidewalks, curb and gutter, raised landscape medians, continuous bike lanes, decorative roadway lighting, tree planting, signalization, pavement markings, signage, and other streetscape improvements including, but not limited to gateway signage and colored concrete crosswalks; The improvements shall include elements of the CITY's stormwater system that are located, traverse, or cross (trunk lines, cross -drains, manholes, etc.) the COUNTY's right-of-way or roadway footprint as deemed necessary by the CITY to accommodate future improvements to its stormwater system with minimum impacts to the COUNTY road. WHEREAS, the CITY wishes to utilize the resources of the COUNTY to contract, construct and administer the Project, subject to the terms and conditions of this Agreement; and WHEREAS, the CITY agrees to contribute to the funding of the Project; and WHEREAS, the parties further wish to designate the maintenance responsibilities to be assumed upon the completion of the Project; NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: I. EFFECTIVE DATE AND TERM, This Agreement shall become effective upon the signatures of the CITY and the COUNTY, and shall remain in full force and effect until such time when construction of the Project is completed and closed -out, and the COUNTY's Contractor's accounts as well as those of the County Public Works Department and the COUNTY's Agent (if applicable) are closed. The effectiveness of this Agreement is subject to the execution by the City of Miami Beach and the COUNTY of their Joint Participation Agreement for improvements of the Venetian Streetscape Project. In the event that contract is not executed by December 31, 2009, this Agreement shall become null and void and of no effect. 2. RESPONSIBILITIES OF THE COUNTY 2.1. Financial Contribution: The County's contribution of funds for the construction and administration from Biscayne Boulevard in the City of Miami to Belle Island in the City of Miami Beach is estimated at _ $2,135,000 . 2.2. Funding Source: The County funds available for this Project are: 2 Funding Funding Fiscal Year Amount Source of Commitment $1,000,000 Sunshine State Loan Funds 2008-2009 $585,000 Surface Transportation Enhancement 2008-2009 Funds through LAP Agreement $550,000 Road Impact Fee District 8 2008-2009 2.3. Permits And Approvals. During the course of construction , the COUNTY, through its Departments Public Works, shall identify all necessary permits and shall coordinate the review of construction documents by utilities and permitting agencies such as the Miami -Dade County Water and Sewer Department and the Department of Environmental Resources Management. The COUNTY shall make all necessary adjustments as required for approval and/or permitting by those agencies. The COUNTY, through its Department of Public Works shall select the Contractor, shall obtain all necessary permits, and utility adjustments for the Project in accordance with applicable state, federal and local laws and ordinances. 2.4. Construction, The COUNTY shall procure the services of a properly licensed contractor to construct the Project. The COUNTY may award the contract through any available lawful means which, in the COUNTY's discretion, is determined to provide the most competitive price for construction of the Project and which may include, but is not limited to, bid solicitation, request for proposals, the award of a change order on existing COUNTY contract(s), or the extension of unit -prices provided in connection with prior competitive bid awards. The construction contract shall provide that the Project be completed not later than twelve 12 months after the issuance of a Notice to Proceed. ' The construction contract shall also contain a requirement that the 3 contractor(s) provide a payment and performance bond at least in the amount and form required by state law naming the COUNTY and CITY as joint obligees or joint contracting public entities. The construction contract shall contain a contingency amount to address unforeseen conditions and owner required changes which shall not exceed ten percent (10 %) of the base amount of the contract, unless otherwise approved by designated representatives of the CITY and COUNTY. Subsequent to the evaluation of bids or proposals by the COUNTY and prior to the COUNTY's acceptance of a bid or proposal, the COUNTY shall provide said evaluation to the CITY's Director of the Department of Capital Improvements Programs ("CIP") for review and comment. Final commitment of CITY funds for the Project shall occur upon review of the contract award recommendation by the City CTP Director in accordance with Section 3.6 of this Agreement. The CITY agrees that the selection, retention and discharge of such contractor shall be the responsibility of the COUNTY. 2.5. Aceountin : The COUNTY shall at all times maintain separate accounting for the costs of the Project so those costs may be independently verified and audited by the CITY, at the request and cost of the CITY. 2.6. Public Involvement: The COUNTY will implement a Public Involvement Plan (PIP) during the construction of the project, including but not limited to: public meetings, project documentation and flyers, business signs, etc. Appropriate investigation of the project stakeholders will be used to develop the goals and objectives to implement the PIP. 2.7. Submission of Record Drawings: The COUNTY will submit record drawings to the CITY for the elements of the CITY's stonnwater system within COUNTY's right -of - 0 way that are designed and constructed as part of this Project. Record drawings must be signed and sealed by a Florida registered Professional Engineer and/or Professional Land Surveyor. Deliverables will include three (3) CD's and three (3) hard copies. 3. RESPONSIBILITIES OF THE CITY 3.1. Funding Amount, Reimbursement of Project Design Costs. The CITY agrees to provide funds in the amount of $26,465 solely for the design of elements of the CITY's stormwater system that are Iocated, traverse, or cross (trunk lines, cross -drains, manholes, etc,) the COUNTY's right-of-way or roadway footprint as deemed necessary by the CITY to accommodate future improvements to its stormwater system with minimum impacts to the COUNTY road. 3.2. Funding Amount, Reimbursement of Project Construction Costs. The CITY agrees to provide funds in the amount of $2,170,000 for eligible costs, as defined in Section 6 incurred by COUNTY for the construction of the Project. This amount consists of $1,900,000 for the Venetian Causeway improvements originally contemplated by the COUNTY, and an additional not -to -exceed amount of $270,000 solely for elements of the CITY stormwater system that are located, traverse, or cross (trunk lines, cross -drains, manholes, etc.) the COUNTY's right -of. -way or roadway footprint as deemed necessary by the CITY to accommodate future improvements to its stormwater system with minimum impacts to the COUNTY road. The CITY shall disburse to the COUNTY funds for the Project in the manner set forth in this Section. The CITY shall incur no liability for any costs in excess of said funding amount unless there has been a duly authorized increase approved by a CITY Commission vote as provided in Section 3.6 of this Agreement. 5 3.3. Funding Source: The CITY funds available for this Project are: Funding Funding Fiscal Year Amount Source of Commitment $1,900,000 STREETS BOND PROGRAM 2008-2009 $296,465 STREETS BOND 2008-2009 PROGRAM/FDEP FUNDS/SUNSHINE STATE LOAN — 3.4. Local Aaency Program Funding: The CITY will also pass through to the COUNTY funds applied for by the CITY and obtained for this Project from the Florida Department of Transportation (FDOT), through a Local Agency Program (LAP) Agreement ($1,000,000), which has been developed by the COUNTY on the CITY's behalf and executed between the CITY and FDOT. The COUNTY will submit invoices to the CITY. These invoices will be forwarded to FDOT for reimbursement of LAP funds. Upon receipt of funds by the CITY, the funds will be forwarded to the COUNTY. 3.5. Project Cost Adjustments: The amounts committed by the CITY are based on the current estimated costs of the Project. The parties recognize that adjustments to the above -referenced costs may be required in the future and that at the options of the p parties, amendments may be entered into to revise the funds available for the Project. Funding commitments shall be subject to the approvals of the parties' respective governing boards. 3.6. CITY Approvals: Wherever CITY approval is required through its Department of Capital Improvements Program, the CITY will not unreasonably withhold or delay its approval. Failure of the CITY to respond, in writing, to the COUNTY's request for 6 approval within thirty (30) days shall be automatically deemed an approval by CITY, without the necessity of future action by the CITY. 4. RESPONSIBILTIES OF THE CITY OF MIAMI BEACH: The City of Miami Beach's financial contribution, involvement and responsibilities are detailed under separate agreement with the COUNTY. 5. SCHEDULE & MANNER OF REIMBURSEMENTS: Upon execution, COUNTY shall furnish CITY a copy of the estimated budget for the Project, and will similarly furnish CITY with any and all revisions thereto. At the time of contract award for this Project, the COUNTY shall submit the Estimated Quarterly Construction Payout Schedule for the Project to the CITY CIP Director. Quarterly disbursement of CITY funds to the COUNTY shall be based upon COUNTY -approved invoices with certified copies of payment requests attached. 6. ELIGIBLE COSTS: The parties agree that the below identified costs incurred by COUNTY that are directly related to the Project, are eligible for reimbursement, provided adequate documentation accompanies the reimbursement request in the form of approved invoices, verified payment requests, documented journal entries, and/or check vouchers. For purposes of this Agreement, Project -related hard costs that may be reimbursed shall be defined to mean and include fees for labor, materials, supplies, equipment, required insurance and bonding, and/or the provision or installation of furnishings, fixtures and equipment, pennitting and associated costs. 7. CONSTRUCTION ADMINISTRATION AND INSPECTION. The COUNTY shall exercise all responsibilities of the "owner" under the construction contract, including oversight of construction administration and inspections. The COUNTY may delegate this 7 function to an authorized agent or Construction Engineering Inspector or Observer (CEI/CEO consultant). The CITY may assign an inspector who shall have an advisory role in the routine daily inspections. In the case of a disagreement over the interpretation of the plans, the COUNTY's Director of Public Works, or his/her representative, shall have final authority. The COUNTY's representative and the CITY's designated representative shall jointly perform the inspection of the Project which immediately precedes substantial completion. Final payment to the COUNTY and obligation of maintenance responsibility to the parties shall be subject to the final acceptance of the Project by the CITY's CIP Director or designee. The COUNTY shall certify upon completion that the Project has been constructed pursuant to the design plans, specifications and approved change orders. 8. AUDIT. The COUNTY agrees to permit the CITY auditors to inspect the books, records and accounts of the Project for three years after completion of the Project. These records shall be made available to the CITY for inspection within five (5) business days upon written receipt of a written request from the CITY. Audits shall be conducted at the CITY's cost and expense. 9. INDEMNIFICATION. To the extent authorized by Florida law, the COUNTY hereby agrees to indemnify, defend, save and hold harmless the CITY to the extent of all limitations included in §768.28, Florida Statutes from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of this Agreement by the COUNTY, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the CITY for its sole negligence or breach of contract. To the extent authorized by Florida law, the CITY hereby agrees to indemnify, defend, save and hold harmless the COUNTY to the extent of all the limitations included in §768.28, Florida Statutes, from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of this Agreement by the CITY, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the COUNTY for its sole negligence or breach of contract. In the event of breach or non-performance by the persons selected by the COUNTY to perform the work, the COUNTY shall, upon written request by the CITY, assign to the CITY any and all of its rights under the affected contract for purposes of the CITY's prosecution of claims, actions or causes of action resulting from such breach or non- performance. The COUNTY agrees to cooperate fully with the CITY in the prosecution of any such claim or action. Any damage recovered by the CITY which is attributable to an expenditure by the COUNTY shall be returned to the COUNTY by the CITY, within sixty (60) days of receipt. 10. MAINTENANCE. Upon completion of the Project, the parties will assume maintenance responsibilities as set forth below: Maintenance Responsibility by Miami -Dade County COUNTY's drainage system within the COUNTY's right-of-way Asphalt Pavement Pavement Markings Concrete Curb and Gutters Sidewalks Lighting Signage Tree Planting and Sod Gateway Signs 6 Maintenance Responsibility by the City of Miami CITY's drainage system within the COUNTY's right-of-way 11. NOTICES. Any and all notices required to be given under this agreement shall be sent by first class mail, addressed as follows: To the COUNTY: Attention: Esther L. Calas, P.E. Director, Public Works Department Miami -Dade COUNTY 111 N. W. I" Street, Suite 1640 Miami, Florida 33125 (305) 375-2960 To the CITY: Attention: Ola 0. Aluko, Director Department of Capital Improvements Program City of Miami 444 S.W. 2" d Avenue, 8"' Floor Miami, Florida 33130 (305) 416-1225 12. 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, Florida. 13. 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 10 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. It is further agreed that no modification, amendment or alteration in the terms contained herein shall be effective unless set forth in writing in accordance with this section. 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. 14. 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 from the other. 15. COMPLIANCE WITH LAWS. The parties shall comply with 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 the Project. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 16. 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 COUNTY 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. 11 IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: HARVEY RUVIN CLERIC OF THE BOARD BY: Deputy Clerk Approved by County Attorney as to form and legal sufficiency ATTEST: BY: Priscilla Thompson City Clerk (Affix City Seal) Approved by City Attorney as to Legal form and correctness: Julie O. Bru City Attorney 12 MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS BY: County Mayor or County Mayor's Designee CITY OF MIAMI, a municipal corporation of the State of Florida Pedro G. Hernandez City Manager Approved to Insurance Requirements: LeeAnn Brehm, Director Risk Management