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HomeMy WebLinkAboutexhibit 1-SUBSW 1nT AVENUE AT THE MIAMI RIVER TUNNEL FEASIBILITY STUDY JOINT PARTICIPATION AGREEMENT This AGREEMENT, made and entered into this day of , 2005, 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, the County requires a study to determine the feasibility of a new 10-4-w N a-n d VY1 cI,1 Clt multi -lane tunnel below the Miami River along SW 15t Avenue in Miami Dade County, Florida, between SW 7 Street and SW 151 Street, hereinafter referred to as the "Project"; WHEREAS, the County and the City wish to partner to advance the feasibility study stage of the proposed Miami River Tunnel project to connect Downtown and Brickell areas unimpeded by marine navigation; and WHEREAS, the County wi11 be the principal financing agency for the project and continue to lead the overall coope tive effort while the City will utilize its' resources and be responsible for the consultant and contract administration for the feasibility study, subject to the terms and conditions of this agreement; and WHEREAS, the parties agree that it would be more cost and time effective and in the best interest of the general public to enter into this Joint Participation Agreement, hereinafter referred to as the "Agreement"; and JPA for Miami River Feasibility Study DS �Do413- ��l�`hi� 1 SU 6 NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: Section 1. Project. The City will secure consulting services to perform the study pursuant to existing Professional Services Agreements between City and qualified firms, provide contract consultant administration and management and facilitate technical reviews, collectively with the County and other affected agencies, of all work associated with the development and preparation of the feasibility study report for the transportation Project. The County agrees that the selection, retention and discharge of such firms shall be the responsibility of the City. The Project shall be deemed complete when the parties accept the final feasibility study report of the Consultant. The scope of services for this Project is detailed in "Exhibit A" which is attached. Section 2. Effective Date and Term. This Agreement shall take effect upon its execution and shall terminate upon completion of the Project. The duration of the Project is anticipated to be six (6) months. Section 3. County Payments of Project Costs. The County shall disburse to the City funds for the Project in the manner set forth in this Section. a) The amount shown below is based on the current estimated costs of the Project. The parties recognize that adjustments to the below -referenced costs may be required in the future and that, at the option of the parties, any 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. JPA for Miami River Feasibility Study 2 b) Change orders to accommodate any additional work must be approved by the County, following the applicable approval process, prior to the City making a commitment for the additional work. c) The County shall disburse to the City funds for the Project in the amount specified below: Cost of the study Project Costs Funding County Fiscal Year Source of Commitment $500,000 Miami -Dade County 2004-05 People's Transportation Plan d) Disbursement of County funds to the City shall be based upon City invoices with certified copies of paid consultant's invoices attached and shall not include any other charges. Section 4. 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 5. 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 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 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. JPA for Miami River Feasibility Study 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. 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 6. Maintenance Responsibilities. There are no maintenance responsibilities for the Project. However, upon completion of the Project, the final study will belong to the County. Section 7. Notices. Any and all notices required to be given under this agreement shall be sent by first class mail, addressed as follows: JPA for Miami River Feasibility Study 4 To the County: Attention: To the City: Attention: Aristides Rivera, P.E., P.L.S. Director, Department of Public Works Miami -Dade County 111 N. W. 1s` Street, Suite 1610 Miami, Florida 33128 (305) 375-2960 Mary Conway, P.E. Director, Department of Capital Improvements and Transportation City of Miami 444 S.W. 2"d Avenue, 8th Floor Miami, Florida 33233-0708 (305) 416-1282 Section 8. 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 9. 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 JPA for Miami River Feasibility Study 5 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 10. 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 11. 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. Section 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) days after the finding by the court becomes final. Section 13. Citizens' Independent Transportation Trust Approval. This agreement shall only become effective upon approval by the Board of County JPA for Miami River Feasibility Study 6 Commissioners and the Citizens' Independent Transportation Trust (CITT) or, if not approved by the CI I , 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. JPA for Miami River Feasibility Study 7 IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: HARVEY RUVIN 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 ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida BY: BY: Priscilla Thompson Joe Arriola City Clerk City Manager (Affix City Seal) Approved by City Attorney as to legal form and correctness: Approved to Insurance Requirements: Jorge L. Fernandez Dania Carrillo, Administrator City Attorney Risk Management JPA for Miami River Feasibility Study 8 SW AVENUE AT THE MIAMI RIVER TUNNEL FEASIBILITY STUDY JOINT PARTICIPATION AGREEMENT This AGREEMEN made and entered into this day of , 2005, by and between the TY OF MIAMI, FLORIDA, a municip corporation of the STATE OF FLORIDA, reinafter referred to as the C ", and MIAMI-DADE COUNTY, a political subdivis of the STATE OF FLO' A, hereinafter referred to as the "County". WITNESSETH WHEREAS, the County requires udy to determine the feasibility of a new multi -lane tunnel below the Miami Riv alo SW I.Avenue in Miami Dade County, Florida, between SW 7" Street and 1 Street, ereinafter referred to as the "Project"; WHEREAS, the Count and the City wish partner to advance the feasibility study stage of the propos- Miami River Tunnel pro -ct to connect Downtown and Brickell areas unimped • by marine navigation; and WHEREAS the City has requested to be the lead agen to expedite the Project, utilizing its' e to administer the Project, subject to the te and conditions of this agree nt; and HEREAS, the parties agree that it would be more cost and time e ective and in th best interest of the general public to enter into this Joint Participation e ent, hereinafter referred to as the "Agreement"; and SubSTITUTEtt Agreement for Tunnel Study ;tt 06-000 q6 NO THEREFORE, in consideration of the promises and covenants co a. d herein, the part1s agree: Section 1. Project. The City will secure consulting services to erform the study pursuant to exis g Professional Services Agreements between y and qualified firms, provide contract ad inistration and management and facilita technical reviews of all work associated with the -velopment and preparation of e feasibility study report for the transportation Project. 1 he County agrees th. the selection, retention and discharge of such firms shall be th responsibility .f the City. The Project shall be deemed complete when the parties a ept th final feasibility study report of the Consultant. The scope of services for thi roject is detailed in "Exhibit A" which is attached. Section 2. Effective D Agreement shall take effect upon its execution and shall terminate •o pl tion of the P .ect. The duration of the Project is anticipated to be six (6 onths. Section 3. County Payments of Project Costs. Th- County shall disburse to the City funds the Project in the manner set forth in this Sectio a) Tir mount shown below is based on the current estimated s s of the Project. he parties recognize that adjustments to the below -reference. costs may be required in the future and that, at the option of the parties, any amen' ents may be entered into to revise the funds available for the Project. Provided tha there is no increase in the amount of County funds required, such amendments ma be executed by the City and County Managers without the need for approval by th City and County Commissions. Agreement for Tunnel Study 2 50 BST' 1-rv-i-E1 b) Cha ders to accommodate any additional work must be approved by the County, ollowing the applicable approval process, prior to the City makins a commitmen or the additional work.. c) The County sha disburse to the City funds for the Project in the amoun pecified below: P "ect Costs Cost of the study 50 000 Funding Cs y Fiscal Year Source of Commitment Miami -Dade County 2004-05 People's Transportation P d) Disbursement of County funds to th. City shall be b ed upon City invoices with certified copies of paid consultant's inv ces att. hed and shall not include any other charges. Section 4. Audit. The City agrees to rmit 'e County auditors to inspect the books, records and accounts of the Project for h ee years acompletion of the Project. These records shall be made available • the County for n ection within five (5) working days upon written receipt of en request from the Co ty. Audits shall be conducted at the County's cost an. xpense. Section 5. Indemni cation. To the extent authorized by Florida w, the City hereby agrees to indemnif , defend, save and hold harmless the County to Lhe tent of limitatioRs included h Section 768.28, Florida Statutes, from all claims, dem. d , liabilities and suit of any nature whatsoever arising out of, because of or due to th breach of this Agreement by the City, its agents or employees. It is specifically understood d agreed that this indemnification clause does not cover or indemnify the County 'or s sole negligence or breach of contract. Ag ement for Tunnel Study 5 bST o the extent authorized by Florida law, the County hereby agrees to indemnify, defend, sav and hold harmless the City to the extent of all the limitations included section 768.28, lo ida Statutes, from all claims, demands, liabilities and suits of ny nature whatsoever a sing out of, because of or due to the breach of this Agre e t by the County, its agents o employees. It is specifically understood and agr d that this indemnification clause does 101 cover or indemnify the City for its s e negligence or breach of contract. In the event of breach or non 'erformance by the perso's selected by the City to perform the work, the City shall, upon ritten request the County, assign to the County any and all of its rights under the a ted co act for purposes of the County's prosecution of claims, actions or causes of acti resulting from such breach or non- performance. The City agrees to cooperate y wit the County in the prosecution of any such claim or action. Any damage e vered by the unty which is attributable to an expenditure by the City shall be re rned to the City by the ounty, within sixty (60) days of receipt. Section 6. s onsibi i ies. There are o maintenance responsibilities for the P 4Ject. However, upon completion of the Project, t final study will belong to the Co Y. ection 7 Notices. Any and all notices required to be given unde this agreement sali be sent by first class mail, addressed as follows: To the ounty; Attention; Aristides Rivera, P.E., P.L.S. Director, Department of Public Works Miami -Dade County Agreement for Tunnel Study 4 UT 11-91T To the City: Attention: 111 N. W. 1s1 Street, Suite 1610 Miami, Florida 33128 (305) 375-2960 Mary Conway, P.E. Director, Department of Capital Improvemen Transportation City of Miami 444 S.W. 2" Avenue, 8`h Floor iami, Florida 33233-0708 05) 416-1282 Section 8. Dis u e Re olution A. .licable Law, e parties shall resolve any disputes, controversies or claims etween them arisi out of this Agreement in accordance with the "Florida GovernResolution Act", Chapter 164, Florida Statutes, as amended. This Agree be governed by the laws of the State of Florida. Venue In any proceedings shall b- Miami -Dade, Florida. Section 9. Entire A eement Amendmts. This document incorporates and includes all prior negotiations, correspondence, • nversations, agreements and understandings applicable to th a te s contained herein d the parties agree that there are no commitments, ag e ents, or understandings concernin the subject matter of this agreement that are not •ntained in this document. Accordingly, 'e parties agree that no deviation from e ms hereof shall be predicated upon any prio representations or agreements, ether oral or written. It is further agreed that no modifica n, amendment or alterationin the terms contained herein shall be effective unless set forth writing in acco ance with this section. No modification, amendment or alteration in the erms or onditions contained herein shall be effective unless contained in a written doc ent Agreement for Tunnel Study 5 S 1) BST Fro-TED prepared ith the same or similar formality as this Agreement and executed by the parties. Section 1 Joint Preparation. The parties acknowledge that they have sought and received whatev competent advice and counsel as was necessary for them to fo full and complete un rstanding of all rights and obligations herein and at he preparation of this Agree expresses their mutual intent a judicial construction, be const other. has been their joint effort. The languag he resulting document shall not, so ore severely against one o agreed to s a matter of e parties from the Section 11. Compliance With ws. The parties all comply with applicable federal, state and local laws, codes, ordinanc- rules a regulations in performing their respective duties, responsibilities, and obligations suant to this Agreement and with all applicable laws relating to the Project. The p ties all not unlawfully discriminate in the performance of their respective duties u der this A ent. Section 12, Severance. In t event a portion of t s Agreement is found to be invalid by a court of competent jur diction, the remaining provi ons shall continue to be effective unless the City or u ty elect to terminate this Agree nt. An election to terminate this Agreement ased upon this provision shall be made wit n seven (7) days after the finding by t court becomes final. Section Citizens' Inde endent Transortation T st A o , This agreement all only become effective upon approval by the Board of ounty o ers and the Citizens' Independent Transportation Trust (CI 1 ) or, app ved by the CFI 1, by the Board of County Commissioners reaffirmance of the a a Agreement for Tunnel Study 6 60bSTITUTEI by 213 vote of its membership, all pursuant to the applicable ordinance. In the event the agreement not approved, the agreement shall be null and void and be of no forc effect. Agreement for Tunnel Study 7 SSTIED IN ITNESS WHEREOF, the parties hereto set their hands and official seals the day and year above written. ATTEST: HARVEY RUVIN CLERK OF THE BOARD MIAMI-DADE COUNTY, F OR A, BY ITS BOARD OF COUNTY COMMISSIONE BY: BY: Deputy Clerk Cou y Manager Approved by County Attorney as to form and legal sufficiency AI I EST: BY: Priscilla Thompson City Clerk (Affix City Seal) Approved by City Attorney as legal form and correctness: Jorge L. Fe ndez City Attor i- y Agreement for Tunnel Study 0 I, a municipal corporation State of orida oe riola City anager Approved to !nsur. ce Requirements: Dania Carrillo, Admint ator Risk Management 8 Su OSTiTUM