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HomeMy WebLinkAboutAgreement-3Grand Avenue Improvements JOINT PARTICIPATION AGREEMENT This AGREEMENT, made and entered into this day of , 2003, 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 construction of a road improvement project in MIAMI-DADE COUNTY, hereinafter referred to as the "Project" described as follows: The construction of a two-lane roadway with left turn lanes on Grand Avenue from SW 37 Avenue to Matilda Street, with a raised median, wide sidewalks, drainage modifications, decorative street lighting, signalization, signage, pavement markings, curb and gutters, landscaping and streetscape elements; and WHEREAS the County wishes to utilize the resources of the City to contract, construct and administer the Project, subject to the terms and conditions of this agreement; and WHEREAS, the parties further wish to designate the maintenance responsibilities to be assumed upon the completion of the Project; City Revision 10-22-03 1 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 - 10/23/03 NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: Section 1. Design. The County shall complete the construction plans, technical specifications, special provisions, pay items and cost estimates in accordance with standard County and/or City, as applicable design criteria to the satisfaction of the City Manager or his designee. County's design consultant shall be made available to City at County's expense to review shop drawings and perform required post -design services. Section 2. Permits and Approvals. During the course of design, the County, through its Department of Public Works, shall identify all necessary permits and 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_ Acquisition of additional right of way is not required as determined by Miami -Dade County. The City, through its Department of Capital Improvements and the selected Contractor, shall obtain all necessary permits, and utility adjustments for the Project in accordance with applicable State, Federal and Local Laws and ordinances. City Revision I0-22-03 2 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 -10/23/03 Section 3. Construction. The City shall procure the services of a licensed contractor holding an engineering contractor's license to construct the Project. The City may award the contract through any available lawful means which, in the City's discretion, affords 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 City contract(s), or the extension of unit -prices provided in connection with prior competitive bid awards. Regardless of which methodology is used, 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 construction contract shall provide that the Project be completed not later than 210 days after the issuance of a Notice to Proceed. The construction contract shall also contain a requirement that the contractor provide a payment and performance bond at least in the amount and form required by 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. Subsequent to the evaluation of bids or proposals by the City and the City's determination of the most advantageous bid or proposal, the City shall provide said evaluation to the County's Director of Public Works for approval. The County will not unreasonably withhold or delay its approval. Failure of the County to respond, in writing, to the City's evaluation within thirty (30) days shall be automatically deemed an City Revision 10-22-03 3 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 - 10123/03 approval by County, without the necessity of future action by the County. Final commitment of County funds for the Project, shall occur upon approval of the contract award recommendation by the Public Works Director. Section 4. County Payments of Project Costs. The County shall disburse to the City funds for the construction and inspection of the Project in the manner set forth in this Section. For the purposes of this agreement, project elements shall be divided into either the Streetscape or General Project categories as set forth below: General Project Elements Asphalt Pavement Concrete Curb and Gutters Drainage Lighting Signalization Pavement Markings Streetscape Elements Brick Sidewalks Tree Grates Benches Trash Receptacles Landscaping Banner Brackets and Graphics The amounts shown below 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 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 of County funds required, such amendments may be executed by the City and County Managers without the need for approval by the City and County Commissions. The County shall disburse to the City for construction of the Project the following amounts as specified below: City Revision 10-22-03 4 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 - 10/23/03 Construction Funding Costs Source County Fiscal Year of Commitment Signalization and Road Impact Drainage Improvements $ 500,000 Fees 2003-04 General Project Secondary Construction Cost $350,000 Gas Tax 2003-04 General Project People's Construction Cost $2,000,000 Transportation Plan 2003-04 At the time of contract award for this Project, the City shall submit the Estimated Quarterly Construction Payout Schedule for the Project to the County Public Works Director. Quarterly disbursement of County funds to the City shall be based upon City invoices with certified copies of paid contractor estimates attached and shall not include any other charges. Section 5. Construction Administration and Inspection. The City shall exercise all responsibilities of the owner under the construction contract, including construction administration and inspections. The City may delegate this function to an authorized agent or CEI consultant. The County's inspector shall have an oversight role in the routine daily inspections. In the case of a disagreement over the interpretation of the plans, the County's Public Works Director, or his representative, shall have final authority subsequent to an independent final inspection by the County. The City's Engineer and the County's designated representative shall jointly perform the inspection of the Project which immediately precedes substantial completion. Final payment to the City and obligation of maintenance responsibility to the parties shall be subject to the final acceptance of the Project by the County Public Works Director or designee. The City Revision 10-22-03 5 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 - 10/23/03 City shall certify upon completion that the Project has been constructed pursuant to the design plans, specifications and approved change orders. Section 6. Audit. The City agrees to permit the County 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 County for inspection within five (5) working days upon written receipt of a written request from the County. Audits shall be conducted at the County's cost and expense. Section 7. Indemnification. To the extent authorized by Florida law, the City hereby agrees to indemnify, defend, save and hold harmless the County 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 with section 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. City Revision 10-22-03 6 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 -10/23/03 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. 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) days of receipt. Section 8. Maintenance Responsibilities. Upon completion of the Project, the parties will assume maintenance responsibilities as set forth below: Maintenance Responsibility by Miami -Dade County Asphalt Pavement Pavement Markings Concrete Curb and Gutters Drainage Lighting Signalization Standard Tree Planting and Sod Maintenance Responsibility by the City of Miami Benches Banner Brackets and Graphics Trash Receptacles Brick Sidewalks Tree Grates Section 9. People's Transportation Plan Project Signage. The County shall furnish and install a Project sign in each direction of traffic indicating that this Project is being funded by the People's Transportation Plan; 100 feet beyond the start/end of the Project limits (should MOT signage be required as part of the work the Project sign shall be placed 100 feet before the MOT signage range). The Project signs shall remain in place for the duration of the work or as directed by the Project engineer. City Revision 10-22-03 7 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 -10/23/03 Section 10. 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: Aristides Rivera, P.E., P.L.S. Director, Public Works Department Miami -Dade County 111 N. W. 1st Street, Suite 1640 Miami, Florida 33128 (305) 375-2960 To the City: Attention: Mr. Jorge C. Cano, P.E. Director, Department of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33233-0708 (305) 416-1282 Section 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, Florida. Section 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 City Revision I0-22-03 8 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 - 10/23/03 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. Section 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 from the other. Section 14. 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. City Revision 10-22-03 9 K-0300675 SUSTITUTE ATTACHMENT Item RE.2 -10/23/03 Section 15. 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. Section 16. Citizens' Independent Transportation Trust Approval. This agreement shall only become effective upon approval by the Board of County Commissioners and the Citizens' Independent Transportation Trust (CITT) or, if not approved by the CITT, by the Board of County Commissioners reaffirmance of the award by 2/3 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. IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: HARVEY RUV1N CLERK OF THE BOARD MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS BY: BY: Deputy Clerk County Manager Approved by County Attorney as to form and legal sufficiency City Revision 10-22-03 10 K-0300675 SUSTITUTE ATTACHMENT Item RE.2- 10123/03 ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida BY: BY: Priscilla Thompson City Clerk (Affix City Seal) Joe Arriola City Manager Approved by City Attorney as to form and correctness: Approved to Insurance Requirements: Alejandro Vilarello Diane Ericson City Attorney Risk Management Administrator City Revision 10-22-03 11 K-0300675