HomeMy WebLinkAboutExhibit 1LOCALLY FUNDED JOINT PARTICIPATION AGREEMENT
BETWEEN THE FLORIDA DEPARTMENT OF TRANSPORTATION
AND THE CITY OF MIAMI
PERFORMING ARTS CENTER STREET IMPROVEMENTS
— NE 2nd Avenue from NE 13th to NE 14th Streets
(FDOT PROJECT Number 251688-2.52-01)
This AGREEMENT, made and entered into this day of
_, 20 ,
by and between the Florida Department of Transportation, a component agency of the State of
Florida, hereinafter referred to as "FDOT," and the City of Miami, a municipal corporation of the
State Of Florida, hereinafter referred to as the "CITY".
WITNESSETH:
WHEREAS, Miami -Dade County is funding, managing and supervising the development
of the Performing Arts Center of Greater Miami ("PAC'), a regional cultural facility and
community resource that is currently under construction and is located within the area bounded
by NE 14th Street, N. Bayshore Drive, NE 13th Street and NE 2"d Avenue; and
WHEREAS, FDOT has an existing construction project, no. to improve the NE 2"d
Avenue right of way from to NE 14th Street; and
WHEREAS, both parties to this Agreement wish to facilitate capital improvements to the
rights -of -way surrounding the PAC by performing the work more particularly described in
Exhibits "A" and "B" as FDOT Project Number 251688-2-52-01, which Exhibits are attached
hereto and made a part of this Agreement (hereinafter referred to as the "PROJECT"),; and
WHEREAS, the parties wish to utilize their respective resources in combination to
design, contract, construct and administer the PROJECT, subject to the terms and conditions of
this Agreement; and
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01.
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WHEREAS, both parties further wish to designate the maintenance responsibilities to be
assumed by each party upon completion and final acceptance of the PROJECT;
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties agree:
1 RECITALS
The recitals are true and correct and are hereby incorporated into and
made a part of this Agreement.
2 EFFECTIVE DATE AND TERM. This Agreement shall take effect upon its execution and
shall terminate upon completion and close-out of the PROJECT. The City Manager and
FDOT District Secretary may extend the term of this Agreement upon mutual consent,
affected by an amendment to this Agreement.
3 RESPONSIBILITIES OF CITY
The CITY shall provide the materials, equipment and/or funding detailed in Exhibits "A" and
"B", in addition to the services described herein below. The Director of the Department of
Capital Improvements and Transportation ("DIRECTOR" and "DEPARTMENT" respectively)
shall be the CITY'S authorized representative to manage all aspects of the CITY's
responsibilities hereunder.
3.1 Financial Contribution: The CITY shall provide funding to FDOT in the amount of
TWO HUNDRED SIXTY-FOUR THOUSAND FIVE HUNDRED TWENTY-FIVE
DOLLARS ($264,525,00) in accordance with the financial provisions listed in Section
4 of this Agreement,
3.2 Funding Source: CITY funds available for this PROJECT are:
FundingAmount
$264,525
Funding Source
Community Redevelopment
Agency Funds
Fiscal Year
of Commitment
2005-2006
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251888-2-52-01,
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3.3 Desi n: The CITY has secured and will oversee engineering design services for
PROJECT pursuant to an existing Professional Services Agreement between CITY
and A & P Consulting Transportation Engineers ("Design Firm"). The Design Firm will
provide complete construction documents, and will provide post -design services
including construction contract administration. CITY will manage and facilitate
technical reviews of all work associated with the development and preparation of the
construction documents for the PROJECT, and will seek FDOT's input on progress
plans and specifications. Both parties agree that the retention and discharge of the
Design Firm shall be the responsibility of the CITY in accordance with applicable
laws and City procedures.
3.4 Permits and Approvals. During the course of design, the CITY 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 necessaryadjustments as required for approval and/or
permitting by those agencies. The CITY will assist the FDOT contractor(s) in
obtaining all necessary CITY permits, and utility adjustments for the PROJECT in
accordance with applicable State, Federal and Local Laws and ordinances.
3.5 Resolution. The CITY shall submit this Agreement to its Board of City
Commissioners for approval by Resolution. A copy of said Resolution is attached
hereto as Exhibit "C", which is herein incorporated by reference.
4 RESPONSIBILITIES OF FDOT
4.1 Construction. FDOT shall be responsible for the construction and administration of
the PROJECT in accordance with the provisions of Paragraph 6. FDOT agrees to
supplement the existing FDOT construction contract, Contract #E6C27, with H&R
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01.
Page 3 413
Paving, Inc. ("Contractor") to incorporate scope of this PROJECT. . The Contractor's
performance bond will be increased by a value sufficient to cover the additional work
included in PROJECT scope. The Supplemental Agreement negotiated by FDOT for
Contract #E6C27 shall contain a contingency amount to address unforeseen
conditions and owner required changes which shall not exceed twenty-five percent
(25%) of the base amount of the contract, unless otherwise approved by designated
representatives of the CITY and FDOT. Said Supplemental Agreement between
FDOT and Contractor shall further provide that PROJECT construction be completed
by August 4, 2006.
4.2 Notifications: FDOT will provide regular reports to CITY as to the status of the
PROJECT and shall notify CITY within five (5) business days, or sooner if warranted,
of key events including, without limitation, receipt and/or pending acceptance of
Contractor's bid, problems with the PROJECT and change order requests.
4.3 Accounting and Records: FDOT 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. FDOT shall additionally maintain,
and furnish to CITY on request, supporting documentation for all expenditures of
CITY funds as well as lists of subcontractors engaged in the PROJECT.
4.4 Claims & Change Orders: FDOT shall notify the CITY in writing when claims or
change orders arise. FDOT shall invite the CITY to participate in negotiations of
these claims and change orders.
5 FINANCIAL PROVISIONS
5.1 Not later than thirty (30) days after execution of this Agreement, the CITY will furnish
FDOT the City's financial contribution (the "City's Contribution") in the amount of
$264,525 (Two Hundred Sixty -Four Thousand Five Hundred Twenty -Five Dollars) for
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01,
Page 4 of 13
full payment of the estimated PROJECT cost, including the 25% Contingency, as
described in Exhibit "B". FDOT shall utilize the City's Contribution for payment of the
costs of the PROJECT. Any interest accruing to the City's Contribution, or other
sums provided by CITY hereunder, which are not utilized by FDOT for payment of
PROJECT costs, shall be remitted to CITY within sixty (60) days after completion of
the Project.
5.2 If the accepted bid amount for the PROJECT, including all Contingencies (the "Bid")
exceeds the City's Contribution, then, the CITY will provide a additional funds
("Additional Funds") to cover the deficiency within fourteen (14) calendar days of
notification from FDOT, subject to the approval of the City Commission. FDOT shall
notify CITY as soon as it becomes apparent the Bid will exceed the City's
Contribution. If CITY cannot provide the Additional Funds t within the aforementioned
fourteen (14) days, then the City shall advise FDOT's PROJECT manager of the
anticipated date for receipt of Additional Funds, if approved by the City Commission.
If the City Commission does not approve Additional Funds for the Project, then the
parties may reduce or modify the scope of the PROJECT, or this Agreement shall
terminate and the parties shall be released from all further obligations hereunder,
except for the obligations that are intended to survive termination of the Agreement. .
The CITY understands that a delay in providing Additional Funds to FDOT can delay
the PROJECT, and may result in additional costs in completing the PROJECT.
5.3 If the Bid amount is less than the City's Contribution, FDOT will refund the difference
to the City on the earlier of sixty (60)_days after the City's request or upon
completion of the PROJECT.
5.4 Further, where FDOT deletes work in Contractor's contract #E6C27 and replaces
said work with work under this PROJECT, then total funds provided by CITY shall
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01.
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be reduced by an amount equal to the credit accepted by FDOT for the work deleted
in Contract #E6C27.
5.5 Should PROJECT modifications or changes to bid items occur, CITY will be notified
by FDOT accordingly and such modifications or changes are to be approved by the
CITY. t. The CITY agrees to provide, without delay, and provided that it is approved
by the City Commission, adequate funds to ensure that cash on deposit with the
FDOT is sufficient to fully fund the PROJECT. FDOT shall notify the CITY as soon
as it becomes apparent that actual costs will overrun the Bid amount. and will seek
the City's input in reducing the costs, if possible. Funds due from the CITY for the
PROJECT that arise in the foregoing manner are to be paid within forty (40) calendar
days from the date of the invoice or are subject to an interest charge at a rate
established pursuant to Section 55.03, Florida Statutes. FDOT understands that the
addition of funds to the City Contribution require City Commission approval and wil
coordinate with CITY prior to issuing an invoice.
5.6 FDOT intends to have its final and complete accounting of all costs incurred in
connection with the work performed hereunder within three hundred and sixty (360)
days of final payment to the Contractor. FDOT considers the PROJECT complete
when the final payment has been made to the Contractor, not when the construction
work is complete. All PROJECT cost records and accounts shall be subject to audit
by a representative of CITY for a period of three (3) years after final close out of the
PROJECT. CITY will be notified of the final cost. Both parties agree that in the event
the final accounting of total PROJECT costs pursuant to the terms of this Agreement
is less than the total funds paid by the City, a refund of the excess, plus earned
interest will be made by FDOT to CITY.
5.7 In the event the final accounting of total PROJECT costs is greater than the funds
paid by the City, the CITY will pay additional amount within forty (40) calendar days
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01.
Page 6 o1'13
from the date of the invoice from FDOT, if approved by the City Commission. CITY
agrees to pay interest at a rate established pursuant to Section 55.03, F.S., on any
invoice not paid within forty (40) calendar days until the invoice is paid.
5.8 The payment of funds under this Agreement will be made directly to FDOT for
deposit, and, as provided in the attached Memorandum of Agreement (Exhibit D)
between the CITY, FDOT, and the State of Florida, Department of Financial
Services, Division of Treasury.
6 CONSTRUCTION ADMINISTRATION AND INSPECTION. FDOT shall exercise all
responsibilities of the "owner" under the construction contract, including construction
administration and inspections. FDOT may delegate this function to an authorized agent or
Construction Engineering Inspector or Observer (CEI/CEO consultant). The CITY 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, FDOT's designated
representative shall have final authority. The CITY's Engineer and FDOT's designated
representative shall jointly perform the inspection of the PROJECT which immediately
precedes substantial completion. FDOT shall certify upon completion of the PROJECT that
the PROJECT has been constructed pursuant to the design plans, specifications and
approved change orders.
7 ELIGIBLE EXPENSES: Eligible PROJECT expenses are only those expressly detailed in
the attached Exhibits "A" and "B".
8 INDEMNIFICATION. To the extent permitted by Section 768.28, Florida Statutes, the
parties agree to indemnify each other ,for liability due to any act of omission, neglect or
wrongdoing of a party or any of its officers, agents, or employees. Further the parties agree
to defend each other against any and all such claims or demands which may be claimed
Locally Funded Joint Participation Agreement between Florida Department of Transportation end
City of Miami, Financial Project Number 251588-2-52-01.
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and have arisen as a result of or in connection with the parties' participation in this
Agreement. Nothing contained herein shall be construed to contradict the provisions of
Section 768.28, Florida Statutes, nor shall this Article be construed to require either party to
indemnify the other for the negligent acts of the other.
8 MAINTENANCE RESPONSIBILITIES. Upon completion and final acceptance of the
PROJECT, the parties will assume maintenance responsibilities as set forth below:
CITY throw h Miami CRA FDOT
• Decorative light poles, fixtures and • Roadway, curb and gutter
bases within the right of way • Roadway signalization and signage
• Sidewalk pavers • FDOT standard landscaping
• Non-FDOT standard landscaping
9 NOTICES. Any and all notices required to be given under this Agreement shall be sent by
first class mail, addressed as follows:
To FDOT: Florida Department of Transportation
Attention: Kenneth Robertson, JPA Coordinator
1000 NW 111 Avenue, Room 6137
Miami, FL 33172-4800
Ph: (305) 470-5452 Fax: (305) 470-5552
To the CITY: City of Miami, Florida
Attention: Mary H. Conway, P.E.
Director, Department of Capital Improvements and Transportation
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33233-0708
Ph: (305) 416-1027 Fax: (305) 416-1019
10 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.
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project 13
Number 251688-2-52-01.
11 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.
12 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 agreed upon language 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.
13 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.
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01.
Page 9 of')3
14 SEVERANCE if any part of this Agreement shall be determined to be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby if such remainder
continues to conform to the terms and requirements of the applicable law.
IN WITNESS WHEREOF, the parties hereto set their hands and official seals the
day and year first above written.
FOOT, FLORIDA DEPARTMENT OF
TRANSPORTATION, a component
ATTEST: agency of the State of Florida
BY: BY:
Johnny Martinez, District Secretary
(affix seal)
Legal Review:
Michael Schloss, District General Counsel
ATTEST:
BY:
Priscilla Thompson
City Clerk
(Affix City Seal)
Approved by City Attorney
as to Legal form and correctness:
CITY OF MIAMI, a municipal
corporation of the State of Florida
BY:
Joe Arriola
City Manager
Approved to Insurance Requirements:
Jorge L. Fernandez Dania Carrillo, Administrator
City Attorney Risk Management
Locally Funded Joint Participation Agreement between Florida Department of Transportation and
City of Miami, Financial Project Number 251688-2-52-01.
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