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HomeMy WebLinkAboutExhibit 5LOCALLY FUNDED JOINT PARTICIPATION AGREEMENT THIS LOC.ALI.X FUNDED JOINT PARTICIPATION ACRES MEN'r ('►,Ci�•ii,�llvl `Agreement') is made and entered into this day of , 20071 between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter called `CITY', and the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION a component agency of the State of Florida, hereinafter called the `DEPARTMENT'. RECITALS: WHEREAS, the DEPARTMENT has jurisdiction over and maintains the State Road (SR) 5 (US-1) corridor .in.Mia.rni-Dade County; rnd . • . WHEREAS, the CITY has requested the DEPARTMENT to install or cause to be installed decorative sidewalk treatments; and WHEREAS, the DEPARTMENT has agreed to design and install or cause to be designed and installed decorative sidewalk treatments subject to the terms and conditions detailed in this Agreement; and WHEREAS, the DEPARTMENT and the CITY find it mutually beneficial to allow the CITY to fund the increased costs, under Financial Project Number 405641-2-52-01, associated with decorative sidewalk treatments, hereinafter collectively called the `PROJECT', and as detailed in the attached Exhibit "A", "Scope of Services", which is herein incorporated by reference; and WHEREAS, the parties are authorized to enter into this Agreement pursuant to Sections 334.044(7) and 339.12 (2006), Florida Statutes, and authorize its officers to do so; NOW, THEREFORE, in consideration of the premises, the mutual covenants and other valuable considerations contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Page I of 1 Locally Funded Joint Participation Agreement between the City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 1. Recitals. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. General Requirements (a) A true and correct copy of the resolution of the CITY Board of City Commissioners approving this Agreement is attached hereto as Exhibit "C", `CITY OF MAIMI RESOLUTION', and is incorporated herein by reference. (b) The DEPARTMENT will administer and construct the PROJECT in accordance with the PROJECT plans and the attached Exhibit "A", `Scope of Services'. The DEPARTMENT will complete the PROJECT utilizing funds provided by the CITY, (c) The CITY will provide funding to the DEPARTMENT in the aggregate amount of SEVENTY-NINE THOUSAND DOLLARS ($79,000.00) for the PROJECT, per the Financial Provisions detailed in Section 3 of this Agreement, and as outlined in the attachment Exhibit "B", "Financial Summary", which is herein incorporated by reference. (d) Upon the receipt, authorization and encumbrance of funding received from the CITY as a result of this Agreement, the DEPARTMENT will let the PROJECT in accordance with DEPARTMENT rules and regulations. (e) The DEPARTMENT may not let and award the PROJECT until the CITY funding for the PROJECT is on deposit with the DEPARTMENT. (f) Upon PROJECT completion, the DEPARTMENT will provide the CITY with as built record drawings which clearly depict the limits of the decorative sidewalk treatments. Page 2 of 11 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 3. Financial Provisions. (a) The City agrees that it will. no later than thirty (30) calendar days after the DEPARTMENT's execution of this Agreement, furnish the DEPARTMENT an advance deposit in the amount of SEVENTY-NINE THOUSAND DOLLARS ($79,000.00) for payment of the estimated PROJECT cost for Locally Funded Project Number 405641-2-52-01. The DEPARTMENT shall utilize this deposit for payment of the costs of the PROJECT. (b) Should PROJECT bids, modifications, or changes to bid items occur that the DEPARTMENT determines should increase the CITY's share of total PROJECT costs, the CITY will be notified by the DEPARTMENT accordingly. The DEPARTMENT shall also notify the CITY as soon as it becomes apparent the actual costs will overrun the award amount. These notifications of increased PROJECT costs shall include documentation that supports the DEPARTMENT's determination that the CITY's share of total PROJECT costs should increase. The CITY agrees to give reasonable consideration to providing additional funds necessary, subject to the approval of the CITY Governing Board, to ensure that cash on deposit with the DEPARTMENT is sufficient to fully fund its share of the PROJECT. If additional funding is not available or is not approved by the CITY for PROJECT costs, despite the DEPARTMENT's documented determination that the CITY's share of total PROJECT costs should increase, the CITY agrees to authorize the DEPARTMENT to limit PROJECT Scope of Services to that which the available funding can cover. Funds due from the CITY during the PROJECT shall be paid pursuant to the Florida Page 3 of 11 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 Prompt Payment Act (Section 218.70-218.80, Florida Statutes) only after an amendment to this Agreement is executed in writing authorizing any funds other than those specified herein. (c) The DEPARTMENT 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. The DEPARTMENT 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 the CITY for a period of three (3) years after final close out of the PROJECT. The 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 deposits to date, a refund of the excess will be made by the DEPARTMENT to the CITY. If the final accounting is not performed within three hundred and sixty (360) days, the CITY is not relieved from its obligation to pay for its full participation in PROJECT costs as detailed herein. (d) In the event the final accounting of total PROJECT costs is greater than the total deposits to date, the CITY will pay the additional amount, subject to the CITY Governing Board approval, pursuant to the Florida Prompt Payment Act (Section 218.70-218.80, Florida Statutes). (e) The payment of funds under this Locally Funded Agreement will be made directly to the DEPARTMENT for deposit. Page 4 of l l Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2.52-01 (t) Nothing in this Agreement shall be construed to violate the provisions of Section 339.135(6)(a), Florida Statutes, which provides as follows: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract, The Department shall require a statement from the Comptroller of the Department that such funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal , years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of TWENTY FIVE TIIOliSAND DOLLARS ($25,000.00) and which have a term for a period of more than one year." 4. Effective Date of this Agreement. This Agreement shall become effective on the date hereof. S. Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered, invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 6. Amendment of Agreement. This Agreement may only be amended by mutual agreement of the DEPARTMENT and the CITY, expressed in writing and executed and delivered by each. 7. Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered (personally, by courier service such as Federal Express, or by other messenger) against receipt or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: Page 5 of 11 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 (a) If to the CITY: City of Miami 3500 Pan American Drive Miami, FL 33133 Attention: Pedro Hernandez, City Manager (b) if to the Department: Florida Department of Transportation 1000 NW 111 Avenue, Room 6137 Miami, Florida 33172 Attention: Kenneth Robertson, JPA Coordinator Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice. 8. Entire Agreement. This Agreement, including its attached Exhibits, contain the sole and entire Agreement between the parties with respect to such subject matter and supersede any and all other prior written or oral agreements between them with respect to such subject matter. 9. Binding Effect. This Agreement shall be binding upon the parties and their respective representatives, successors and assigns. 10. Waiver. Waiver by either party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement. 11. Captions. The captions contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions. 12. Absence of Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to (a) confer upon any entity or person other than the parties and their permitted successors and assigns any rights or remedies under or by reason of this Agreement as a third party beneficiary Page 6 of 11 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 or otherwise except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement. 13. Other Documents. The parties shall take all such actions and execute all such documents which may be reasonably necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement; provided that the parties further acknowledge that certain additional actions by the CITY may require approval by the CITY Board of City Commissioners, and, to the extent such approval is required by applicable law, obtaining such approval shall be a condition to the obligations of the CITY under this Section. 14. Governing Law. This Agreement and the interpretation of its terms shall be governed by the laws of the State of Florida, without application of conflicts of law principles. Venue for any judicial, administrative or other action to enforce or construe any term of this Agreement or arising from or -relating to this Agreement shall lie exclusively in Miami -Dade County, Florida. 15. Indemnification. To the extent permitted by Section 768.28, Florida Statutes, the parties agree to indemnify each other for liability due to any act or 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 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 Section be construed to require either party to indemnify the other for the negligent acts of the other. Page 7 of l 1 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the day and year first above written, the CITY OF MIAMI, signing by and through its Executive Director. and the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, signing by and through its District Secretary, each duly authorized to execute same. STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION: LEGAL REVIEW: BY: -- DISTRICT SECRETARY ATTEST: DISTRICT GENERAL COUNSEL (SEAL) EXECUTIVE SECRETARY THE CITY OF MIAMI, FLORIDA CITY OF MIAMI, FLORIDA, a municipal Corporation of the State of Florida By: Pedro G. Hernandez, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: Jorge L. Fernandez, City Attorney (SEAL) ATTEST: By: Priscilla A. Thompson, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: LeeAnn Brehm, Risk Management Administrator Page 8of11 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 EXHIBIT 'A' SCOPE OF SERVICES Decorative Sidewalk Treatments; 1, US 1 (SR 5) Decorative Sidewalk Treatments from NE 67th Street to NE 77th Street. DEPARTMENT Financial Project Number: 405641-2-52-01 COUNTY: Miami -Dade DEPARTMENT Project Manager: Steven C. James, R.L.A., (305) 470-5463 CITY Project Manager: Mary H. Cenw;'Ny, P.E., (305)-41•6-1027 Page 9 of 1 l Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 EXHIBIT `B' FINANCIAL SUMMARY The DEPARTMENT's Work Program allocates the following funding, programmed on Financial Project Number 405641-2-52-01, for PROJECT completion: Fiscal Year: 2008/09 Amount: $ 79,000.00 Fund Type: Local Funds (LP) CITY OF MIAMI FINANCIAL RESPONSIBILITY: $ 79,000,00 Page 10 of I Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01 EXHIBIT 'C' CITY OF MIAMI RESOLUTION To be attached hereto and incorporated herein once ratified by the CITY OF MIAMI Board of City Commissioners. Page 1 1 of 11 Locally Funded Joint Participation Agreement between the South Florida City of Miami and the Florida Department of Transportation, Financial Project Number 405641-2-52-01