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HomeMy WebLinkAboutexhibit1DRAFT DR. MARTIN LUTHER KING, JR. BOULEVARD IMPROVEMENTS FROM NW 37TH AVENUE TO NW 5TH PLACE 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 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: NW 62nd Street from NW 37th Avenue to NW 5th Place: Work will consist of milling and resurfacing, re -striping and replacement of substandard street signs, plus the redesign of the sidewalks to be ADA compliant by reconstructing broken sidewalks and adding pedestrian ramps. NW 62nd Street from NW 12th Avenue to NW 5th Place: work will consist of all elements described above, plus implementation of the streetscape elements portion of the Dr. Martin Luther King Boulevard Jr. Master Plan, prepared by Kimley Horn & Associates and dated March 2005. These Streetscape Elements include landscaping, street furniture, decorative lighting, pavers and specialty items that convey the legacy of Dr. Martin Luther King Jr.; and •sR 44( dj OCD.4 revised 5/11/05 1 DRAFT WHEREAS the COUNTY wishes to utilize the resources of the CITY to DESIGN, 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; NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: 1 EFFECTIVE DATE AND TERM, This Agreement shall take effect upon its execution and shall terminate upon completion and close-out of the Project. The duration of the Project construction is anticipated to be fifteen (15) months. 2 RESPONSIBILITIES of CITY 2.1 Financial Contribution: CITY shall contribute funds, in the maximum amount of $1,200,000, necessary to design all aspects of work through the bidding phase, and to construct the Streetscape Elements identified for the portion of NW 62nd Street between 5th Place and 12th Avenue. 2.2 Design: The CITY will secure engineering design and consulting services pursuant to existing Professional Services Agreements between CITY and qualified firms to perform complete construction documents, to provide contract administration, and to manage and facilitate technical reviews of all work associated with the development and preparation of the construction documents for the Project. The COUNTY agrees that the selection, retention and discharge of such firms shall be the responsibility of the CITY. At successive design phases, the CITY shall submit documents for review by COUNTY's Department of Public Works. CITY will ensure that comments and/or revised 5/1 l /05 2 DRAFT revisions requested by the COUNTY are incorporated in to the design documents. The CITY shall complete the construction plans, technical specifications, special provisions, pay items and cost estimates in accordance with standard COUNTY and/or CITY contract documents, to the satisfaction of the Director of Capital Improvement & Transportation or designee. CITY's design consultant shall be available to review shop drawings and perform required post -design services. 2.3 Permits And Approvals. During the course of design, the CITY, through its Departments of Capital Improvements and Transportation and 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 CITY shall make all necessary adjustments as required for approval and/or permitting by those agencies. It has been determined that acquisition of additional right of way is not required. 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. 2.4 Construction. The CITY shall procure the services of a properly licensed contractor 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 contraci.(s), or the extension of unit -prices provided in connection with prior competitive bid awards. For this Project, the CITY intends to secure a contractor pursuant to existing Job Order revised 5/11/05 3 DRAFT Contracting Agreements between CITY and qualified contractors to provide construction services. Notwithstanding any provision to the contrary, the CITY shall comply with the Community Small Business Enterprise (CSBE), Community Business Enterprise (CBE), and Community Workforce Programs (CWP) in accordance with Section 11 of this Joint Participation Agreement. The construction contract shall provide that the Project be completed not later than 15 months 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 unless otherwise approved by designated representatives of the CITY and COUNTY. Subsequent to the evaluation of bids or proposals by the CITY and prior to the CITY's acceptance of a bid or proposal, the CITY shall provide said evaluation to the COUNTY's Director of Public Works for review and comment. Final commitment of COUNTY funds for the Project shall occur upon review of the contract award recommendation by the Public Works Director. The COUNTY agrees that the selection, retention and discharge of such contractor shall be the responsibility of the CITY. 2.5 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. revised 5/11/05 4 DRAFT 3 RESPONSIBILITIES OF COUNTY 3.1 Funding Amount, Reimbursement of Project Costs. The COUNTY agrees to provide funds in the amount of $1,400,000.00 for eligible expenses, as defined herein, incurred for the design, construction and administration 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. 3.2 Funding Source: The COUNTY funds available for this Project are: Funding Funding Amount Source COUNTY Fiscal Year of Commitment $1,400,000 Miami -Dade COUNTY People's 2005-06 Transportation Plan 3.3 Proiect Cost Adiustments: The amount shown above 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 committed for the Project. Provided that there is no increase in the total 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. 3.4 COUNTY Approvals: Wherever COUNTY approval is required through its Department of Public Works and/or said Department Director, the COUNTY will not unreasonably withhold or delay its approval. Failure of the COUNTY to respond, in writing, to the CITY's request for approval within thirty (30) days shall be automatically revised 5/11/05 5 DRAFT deemed an approval by COUNTY, without the necessity of future action by the COUNTY. 4 SCHEDULE & MANNER OF REIMBURSEMENTS: Upon execution, CITY shall furnish COUNTY a copy of the estimated budget for the Project, and will similarly furnish COUNTY with any and all revisions thereto. 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 -approved invoices with certified copies of payment requests attached. 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 Construction Engineering Inspector or Observer (CEIICEO consultant). The COUNTY may assign an inspector who shall have an oversight role in the routine daily inspections. In the case of a disagreement over the interpretation of the plans, the CITY's Capital Improvement Department Director, or his/her representative, shall have final authority . 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 revised 5/11/05 6 DRAFT CITY shall certify upon completion that the Project has been constructed pursuant to the design plans, specifications and approved change orders. 6 PEOPLE'S TRANSPORTATION PLAN PROJECT SIGNAGE. The COUNTY, in coordination with CITY Project Engineer, 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; in proximity to the start/end of the Project limits. Should MOT signage be required as part of the work, the Project sign shall be placed in an appropriate location 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. 7 ELIGIBLE EXPENSES: The parties agree that all the below identified expenses that may be incurred by the CITY and that are directly related to the Project, including both hard and soft costs, 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, supervisory personnel, required insurance and bonding, and/or the provision or installation of furnishings, fixtures and equipment. Project -related soft costs that may be reimbursed shall be defined to mean and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bona fide design professionals, permitting and associated costs, and geotechnical testing. Project -related costs incurred by the CITY no earlier than twelve (12) months prior to the effective date of this revised 5/11/05 7 DRAFT Agreement shall also be reimbursed provided they are also Eligible Expenses as defined herein. 8 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, 9 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. 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 revised 5/11/05 8 DRAFT 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 expenditure by the CITY shall be returned to the CITY by the COUNTY, within sixty (60) days of receipt. 10 MAINTENANCE RESPONSIBILITIES. Upon completion of the Project, the parties will assume maintenance responsibilities as set forth below: Maintenance Responsibility Maintenance Responsibility by Miami -Dade COUNTY Asphalt Pavement Pavement Markings Concrete Curb and Gutters Drainage Lighting Signalization Standard Tree Planting and Sod by the CITY of Miami Benches Banner Brackets and Graphics Trash Receptacles Brick Sidewalks Tree Grates 11 BUSINESS PROGRAM COMPLIANCE AND OVERSIGHT. The CITY agrees to comply with applicable COUNTY regulations and procedures pertaining to the Community Small Business Enterprise (CSBE) Program, Community Business Enterprise (CBE) Program, and the Community Workforce Program for construction projects. Specifically, the CITY agrees to abide by the goals for the participation of specified business entities and/or trades, and for Community Workforce employment, as approved by the Business Development Review Committee and administered by the revised 5/11/05 9 DRAFT COUNTY's Department of Business Regulation ("DBD"). The DBD shall have the right to oversee and ensure compliance with the goals established, including but not limited to, the right to audit and to require reports and documentation related to the Program goals. 12 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. 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: 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: Mary H. Conway, P.E. Director, Department of Capital Improvements and Transportation City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33233-0708 (305) 416-1027 revised 5/11/05 10 DRAFT 14 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. 15 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. 16 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 revised 5/11/05 11 DRAFT 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. 17 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. 18 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. revised 5/11/05 12 DRAFT 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 form and correctness: Approved to Insurance Requirements: Jorge L. Fernandez Dania Carrillo, Administrator City Attorney Risk Management revised 5/11/05 13