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HomeMy WebLinkAboutExhibitJOINT PARTICIPATION AGREEMENT CITY OF MIAMI AND MIAMI DADE COLLEGE METROMOVER BAYSIDE PROMENADE PROJECT This AGREEMENT, made and entered into this day of 2006, 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 COLLEGE, a public entity of the State of Florida, hereinafter referred to as the "MDC". WITNESSETH WHEREAS, in order to create a safer environment for pedestrians at the Metromover Bayside Promenade, located on N.E. 4th Street between Biscayne Boulevard and N.E. 2nd Avenue, MDC received a grant from the Florida Department of Transportation ("FDOT") Work Program, for the purpose of implementing suitable street improvements, hereinafter referred to as the "PROJECT"; and WHEREAS, in order to bring this project to fruition, MDC sought and obtained the acquiescence of the CITY to administer the project; and having found the CITY amenable to implementing the PROJECT, MDC requested and FDOT agreed to transfer the grant from MDC to the CITY; and WHEREAS, MDC has assumed responsibility for the design and scope of the work, and the CITY has agreed to implement and administer the PROJECT, with the understanding that special features incorporated in the Design, as described in Exhibit A, may be the responsibility of other maintaining agencies; NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: -Pc (0 1 1 EFFECTIVE DATE AND TERM. This Agreement shall take effect upon execution and shall terminate upon completion and close-out of the PROJECT 2 RESPONSIBILITIES OF THE PARTIES: The CITY shall be responsible for procurement, construction and contract administration. MDC and its engineer shall be responsible for design and post - design services and miscellaneous inspections of the PROJECT. 2.1 Financial Contribution: MDC shall contribute funds toward the PROJECT and the CITY shall match MDC's contribution. The CITY and MDC_shall not be liable for any costs, expenses or fees in excess of the matched funding amount contributed by MDC as provided in Section 4 of this agreement and in no event should CITY or MDC's contribution exceed $185,000. If the construction contractor's cost proposal exceeds the established construction cost, as established in Section 2.5, the CITY and MDC may decide on one or both of the following: A) Design Engineer shall conduct a "value engineering" to modify project scope to meet the established construction cost; B) CITY and MDC may decide to increase its financial contribution toward the PROJECT. 2.2 Design Services: MDC shall secure an engineering firm, herein after referred to as the "FIRM" to provide the engineering design, post -design services and miscellaneous inspections. FIRM will prepare completed project plans that meet the City's requirements and specifications. Both Parties agree that the selection, retention and discharge of FIRM shall be the sole responsibility of MDC in accordance with applicable laws and City 2 procedures. Design cost has been established at $185,000.00 with post - design services as described in Section 2.5, 2.3 Permits and Approvals. MDC shall identify all necessary permits and shall coordinate the review of construction documents by utilities and permitting agencies such as the Miami -Dade County Public Works Department, Signals and Signs Division, the Miami -Dade County Water and Sewer Department, the Department of Environmental Resources Management, the City of Miami Public Works Department, and applicable phone, cable, gas and other utility companies. MDC 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. 2.4 Construction. The CITY shall procure the services of a properly licensed Contractor, hereinafter referred to as CONTRACTOR to construct the Project. The construction contract shall provide that the Project be completed in no more than one hundred and fifty (150) days after the issuance of a Notice to Proceed. The construction contract shall also contain a requirement that CONTRACTOR provide a payment and performance bond, in a form acceptable to CITY's Risk Management Administrator, at least in the amount and form required by law naming the MDC and the CITY as joint obligees or joint contracting public entities. The construction contract shall contain a contingency amount to address unforeseen circumstances and owner required changes which shall not 3 exceed ten percent (10 %) of the base amount of the contract unless otherwise approved by designated representatives of the CITY. 2.5 Construction Costs: In keeping with the funding amount delineated in Section 2.10 below, the cost of construction shall not exceed $875,000.00. All design and construction plans shall be so developed as to ensure that total construction costs shall not exceed $875,000.00. In addition to the construction cost of $875,000.00, a contingency fund of $87,500.00 is established for unforeseen construction related circumstances that could not be reasonably anticipated during design. Indirect costs for Construction Administration (Construction Engineering and Observation) of $82,500.00 and Post -Design Services of $15,000.00 is established. 2.6 Business Development Program Compliance: Notwithstanding other provisions to the contrary, where applicable FDOT and CITY funds are utilized, 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. 2.7 Accounting: The CITY shall at all times maintain separate accounting for the costs of the Project so that they may be independently verified and audited by FDOT and MDC, at the request and cost to FDOT and MDC. 4 2.8 Claims & Change Orders: The CITY shall notify MDC in writing when claims or change orders arise and vice versa. The CITY shall also invite MDC to participate in negotiations of these claims and change orders. 2.9 Liability: The CITY shall incur no liability for any costs in excess of said funding amount unless there has been a duly authorized increase approved by the Miami City Commission. 2.10 Funding Source (if applicable): The funds available for this Project are: Funding Amount Funding Fiscal Year Source of Commitment $185,000 MIAMI DADE COLLEGE 2006 (design) $185,000 CITY OF MIAMI 2006 (construction, post - design, construction admin.) $875,000 FDOT 2006 (construction) 3 PROJECT COST ADJUSTMENTS: 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 prior legislative authorization for funding is in place, additional amendments may be executed by the City Manager and MDC. Otherwise, further funding commitments shall be subject to the approvals of the parties' respective legislative boards. 4 SCHEDULE & MANNER OF REIMBURSEMENTS: MDC shall establish and furnish to CITY a copy of the budget for the Project. This budget shall include all costs associated with the Project and shall be separated into amounts allocated 5 for design costs, construction costs, post -design services and construction contingency categories. At the time of contract Notice to Proceed for this PROJECT, the CITY shall submit an Estimated Schedule of Values for the Project to the FDOT and MDC. Disbursement of FDO funds to the CITY shall be based upon CITY approved invoices with copies of pa, ment requests attached. 5 CONSTRUCTION ADMINISTRATION AND exercise all responsibilities of "owner" under t construction administration and inspections. T to an authorized agent or Construction E (CEI/CEO consultant). MDC may assign oversight role in the routine daily inspections. INSPECTION. The CITY shall e construction contract, including e CITY may delegate this function gineering Inspector or Observer n inspector who shall have an n 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 MDC'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 CITY and MDC shall be subject to the final acceptance of the Project by both the City and MDC. The City and MDC shall certify upon completion that the Project has been constructed pursuant to the design plans, specifications and approved change orders. 6 INDEMNIFICATION. To the extent authorized by Florida law, the MDC hereby agrees to indemnify, defend, save and hold harmless the CITY to the extent of all limitations included in §768.28, Florida Statutes from all claims, demands, liabilities and suits of any nature arising out of, because of or due to the 6 negligence of MDC its agents or employees and as a result of the design provided by MDC and its design FIRM. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the CITY for negligence or breach of contract committed by the CITY. To the extent authorized by Florida law, the CITY hereby agrees to indemnify, defend, save and hold harmless MDC 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 negligence of the City its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify MDC for negligence or breach of contract committed by MDC. 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 MDC, assign to MDC any and all of its rights under the affected contract for purposes of the MDC's prosecution of claims, actions or causes of action resulting from such breach or non-performance. The CITY agrees to cooperate fully with MDC in the prosecution of any such claim or action. Any damages recovered by the MDC attributable to expenditure by the CITY shall be returned to the CITY by the MDC, within sixty (60) days of receipt. 7. MAINTENANCE RESPONSIBILITIES. Upon completion of the Project, the CITY shall assume all maintenance responsibilities; however, the maintenance of 7 special features incorporated into the Design may be the responsibility of other maintaining agencies as outlined in Exhibit A. 8 NOTICES. Any and all notices required to be given under this agreement shall be sent by first class mail, addressed as follows: To MDC: Attention: Ayman El Baz Project Manager, Facility Manager Office of the Dean for Administration Miami Dade College 300 N.E. 2nd Avenue Miami, Florida 33132-2297 (305) 237-3772 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 7 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. 8 ENTIRE AGREEMENT, AMENDMENTS. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and 8 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. 9 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 and that the preparation of this Agreement has been the result of their joint effort. The language herein expresses their mutual intent and this document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties from the other. 10 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. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 9 11 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 MDC 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. IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: MIAMI DADE COLLEGE, a public entity of the State of Florida BY: BY: Yaremis Ponce Meredith E. Gibbs Corporate Secretary Provost for Operations Reviewed for Legal Sufficiency: BY: Francine T. Steelman Legal Counsel MDC Office of Legal Affairs ATTEST: BY: Priscilla Thompson City Clerk CITY OF MIAMI, a municipal corporation of the State of Florida BY: Joe Arriola City Manager 10 (Affix City Seal) Approved by City Attorney Requirements: as to Legal form and correctness: Approved to Insurance BY: BY: Jorge L. Fernandez City Attorney Risk Management