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HomeMy WebLinkAboutExhibitJOINT PARTICIPATION AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI-DADE COUNTY SOUTH BAYSHORE DRIVE FROM DARWIN STREET TO MERCY WAY This AGREEMENT, made and entered into this day of , 2010, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA, hereinafter referred to as the "City", and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA, hereinafter referred to as the "County". WITNESSETH WHEREAS, both parties herein wish to facilitate the design of a road improvement project in MIAMI-DADE COUNTY, hereinafter referred to as the "Project" described as follows: The design of roadway improvements along South Bayshore Drive from Darwin Street to Mercy Way with reshaped swaies, repaved bicycle path, continuous drainage, raised roadway profile along the Kennedy Park area, and a possible pump station adjacent to Kennedy Park and the Coral Reef Yacht Club; and WHEREAS, the County wishes to utilize the resources of the City to design the Project, subject to the terms and conditions of this Agreement, NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree; ias3- 1. RESPONS[BILITIES OF CITY: 1.1. Design: The City will secure engineering design and consulting services from qualified firms, pursuant to §287.055, of the Florida Statutes, to develop the construction plans, technical specifications, special provisions, pay items and cost estimates for the Project in accordance with standard Florida Department of Transportation, County, andlor City, as appiicable, design criteria, to the satisfaction of the County's Public Works Director or their designee. The County agrees that the selection, retention and discharge of the design consultant shall be the responsibility of the City in accordance with applicable laws and City procedures. Notwithstanding any provision to the contrary, the City shall comply with all applicable County contract compliance and oversight measures relating to the expenditure of County funds, in accordance with Section 6 of this Agreement. Prior to the advertisement to solicit design services from qualified- firms, ualifiedfirms, the City will contact the County's Public Works Contracts and Specifications Section to ensure this compliance. 1.2. Permits and Approvals: The City shall obtain a preliminary approval (dry -run) of all necessary permits, and utility adjustments, and coordinate the review of construction documents by utilities and permitting agencies. The City shall make all necessary adjustments as required for approval and/or permitting by those agencies. The City shall perform a satisfactory dry -run of all necessary permits, and shall perform all utility adjustments for the Project in accordance with applicable state, federal, and local laws and ordinances. The City shall not FA pay for any permits required by the Miami -Dade County Pubiic Works Department. Since South Bayshore Drive, from Aviation Avenue to Halissee Street, and the adjoining portion of South Miami Avenue from Halissee Street to Simpson Park at SE 15 Road, is designated as a State Historic Highway, these approvals must include a written consent from the State of Florida Division of Archives, History and Records Management of the Department of State and a Public Hearing before the City Commission prior to the commencement of work. 1.3. Bicycle/Pedestrian Advisory Committee: The City shall coordinate this Project with the City and County Bicycle/Pedestrian Advisory Committees (BPAC) during all phases of design. 1.4. Richt-of-Way: The City shall determine at its sole expense, any right-of-way that is required to complete the construction of the Project, and advise the County. 1.5. Public information and involvement: The City will implement a Public Involvement Plan (PIP) during the design of the Project to provide information to property owners, tenants, and area residents, including but not limited to: public meetings, project documentation and flyers, business signs, directional parking signs, and schedules for major work to be performed in the area. Appropriate investigation of the project stakeholders will be used to deve'op the goals and objectives to implement the PIP. The City shall submit a copy of the PIP to the County Public Works Director for review and concurrence. Projects that exceed $1,000,000 in construction costs shall comply with the 3 process and guidelines for the preparation and implementation of PiPs as established by Implementing Order 10-13. 1.6. Publicity: By the acceptance of these funds, the City agrees that the Project elements funded by this Agreement shall recognize and adequately reference the County as a funding source. The City shall ensure that all publicity, public relations, advertisements and signs recognizes and references the County for the support of all contracted activities. This is to include, but is not limited to, all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers, brochures, news releases, media packages, promotions, and stationery. The use of the official County logo is permissible for the publicity purposes stated herein. The City shall submit sample or mock up of such publicity or materials to the County for review and approval. The City shall ensure that all media representatives, when inquiring about the activities funded by this Agreement, are informed that the County is its funding source. 1.7.Accounting: The City shall at all times maintain separate accounting for the costs of the Project so those costs may be independently verified and audited by the County, at the request and cost of the County. The City agrees to permit the County auditors to inspect the books, records and accounts of the Project for three (3) years after completion of the Project. These records shall be made available to the County for inspection within five (5) business days upon written receipt of a written request from the County. 1.8.Additional Work: The City shall notify the County Public Works Director in writing before additional work is authorized beyond the allocated amount. The 4 City shall also invite the County to participate in negotiations of any additional work. The County shall review and make a determination or approval of all additional work or supplemental agreements, permits, modifications of plans, or other requests for approvals submitted by the Cay. 2. RESPONSIBILITIES OF COUNTY: 2.1. Funding Amount, Reimbursement of Prolect Costs: The County agrees to provide funds up to $450,000 (this amount includes 10% contingency) for eligible costs, as defined herein, incurred by the City for the design of the Project. The County shall disburse to the City funds for the Project in the manner set forth in this Section. The County shall incur no liability for any costs in excess of said funding amount unless there has been a duly authorized increase approved by the Board of County Commissioners and the Citizen's Independent Transportation Trust (CITT). 2.2. County Payments of Project Costs: The County funds provided for eligible costs as defined herein, incurred for the design of the Project are specified below: Funding Amount Funding Source County Fiscal Year of Commitment $ 450,000 Transit Surtax Funds (Design) 2009-2010 2.3. Proiect Cost Adjustments: The amount contributed by the County is 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 option of the parties, amendments may be entered into to revise the funds available for the Project. Provided that there is no increase in the amount 5 of County funds required as stated in Section 2.1, amendments may be executed by the City Manager and the County Mayor or County Mayor's designee without the need for approval by the City Commission and County Commission. Otherwise, further funding commitments shall be subject to the approvals of the parties` respective governing boards. 3. ELIGIBLE COSTS: The parties agree that only the below identified costs that may be incurred by the City 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, eligible costs are further defined as those pertaining to the design of Project elements that are the standard items normally provided for by the County in County roadway construction projects, and not the enhancement of standard items, or the incorporation of items which are in addition to those standard items. The County shall not be assumed to be liable to provide reimbursement for the design of such items that do not conform to this section of the Agreement. The parties further agree that eligible costs will not include fees for project management. 4. SCHEDULE AND MANNER OF REIMBURSEMENTS: Upon execution, the City shall furnish the County with a copy of the estimated budget for the Project, and will similarly furnish the County with any revisions thereto. At the time of contract award for this Project, the City shall submit the Estimated Quarterly Payout Schedule for the Project to the County Public Works Director. Quarterly disbursement of County funds to the City shalt be based upon City invoices with certified copies of paid [• consultant billings attached and shall not include any other charges. The quarterly submittal for invoice shall also include a certified copy of payment to Sub -Contracted arms. 6. COMPLIANCE WITH LAMS: 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. 6. BUSINESS PROGRAM COMPLIANCE AND OVERSIGHT: Whenever County funds are used, the City agrees to comply with applicable County regulations including but not limited to the Community Small Business Enterprise (CSBE) Program, Community Business Enterprise (CBE) Program, the Community Workforce Program (CWP), and the Responsible Wages and Benefits Ordinance (Ordinance No. 90-143). Specifically, the City agrees to abide by the applicable contract measure recommendation(s) established by the Department of Business Development Project Worksheet for the participation of specified business entities and/or trades, and for CWP requirements, as administered by the County's Department of Small Business Development (SBD). SBD shall have the right to oversee and perform compliance monitoring, including but not limited to, the right to audit and to require reports and documentation related to the Code. 7, CITIZENS' INDEPENDENT TRANSPORTATION TRUST APPROVAL: Unless waived by action of the County, this Agreement shall only become effective upon approval by the Board of County Commissioners and the Citizens' independent 7 Transportation Trust (CITTI i ) or, if not approved by the CITT, by the Board of County Commissioners reafrirmance of the award by 213 vote of its membership, all pursuant to the applicable ordinance. In the event the Agreement is not approved, the Agreement shall be null and void and be of no force or effect. 8. INDEMNIFICATION: 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 with ;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. 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 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 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. In the event of breach or non-performance by the persons selected by the City to perform the work, the City shall, upon written request by the County, assign to the County any and all of its rights under the affected contract for purposes of the County's prosecution of claims, actions or causes of action resulting from such breach or non-performance unless the City pursues such claims, actions or causes C of action through arbitration, administrative proceeding or lawsuit. The City agrees to cooperate fully with the County in the prosecution of any such claim or action. Any damage recovered by 'the County which is attributable to an expenditure by the City shall be returned to the City by the County, within sixty (60) business days of receipt. 9. DISPUTE RESOLUTION APPLICABLE LAME: 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. 1O.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. 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. 1O 11.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. 12.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) business days after the finding by the court becomes final. 13. 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 NW First Street, Suite 1640 Miami, Florida 33128 (305) 375-2960 To the City: Attention: Johnny Martinez, P.E. Assistant City Manager/Chief of Infrastructure City of Miami 444 SW Second Avenue Miami, Florida 33130 (305) 416-1025 W IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF HARVEY RUV1N COUNTY COMMISSIONERS CLERK OF THE BOARD BY: BY: Deputy Clerk County Mayor or County Mayor's Designee Approved by County Attorney as to form and legal sufficiency County Attorney ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida BY: BY: Priscilla A. Thompson, CMC Carlos A. Migoya City Clerk City Manager (Affix City Seal) Approved by City Attorney Approved as to Insurance Requirements: as to form and legal sufficiency Julie O. Bru Director City Attorney Risk Management Department M