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HomeMy WebLinkAboutExhibit 1DRAFT CITY OF MIAMI AND MIAMI-DADE COUNTY VENETIAN CAUSEWAY STREETSCAPE IMPROVEMENTS PROJECT, B-39911 JOINT PARTICIPATION AGREEMENT This AGREEMENT, made and entered into this day of 2007, 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: Improvements to Venetian Causeway: The work will consist of roadway beautification improvements to include: expanded sidewalks, curb and gutter, raised landscaped median, continuous bike lanes, parallel parking, drainage improvements, pavement markings and signing, traffic mast arms, decorative roadway lighting, tree planting, entrance features and decorative paver crosswalks. WHEREAS the CITY wishes to utilize the resources of the COUNTY to contract, construct and administer the Project, subject to the terms and conditions of this agreement; and WHEREAS the CITY agrees to fund their proportionate share of the Project; and WHEREAS, the parties further wish to designate the maintenance responsibilities to be assumed upon the completion of the Project; 1 DRAFT 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 Three Hundred and Thirty six (336) calendar days. 2. RESPONSIBILITIES of CITY The City is responsible for providing a portion of the funding needed for the construction of the Project. 2.1. Financial Contribution: The City's contribution of funds for the construction of the project is provided, in a total amount not to exceed $1,900,000. The City shall not be liable for any cost, expense or fee in excess of $1,900,000, except as provided in Section 4 of this Agreement. 2.2 Permits And Approvals. During the course of construction , the COUNTY, through its Department of 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 COUNTY shall make all necessary adjustments as required for approval and/or permitting by those agencies. The COUNTY, through its Department of Public Works shall select the Contractor, shall obtain all necessary permits, and utility adjustments for the Project in accordance with applicable State, Federal and Local Laws and ordinances. 2.3 Construction. The COUNTY shall procure the services of a properly licensed contractor to construct the Project. The COUNTY may award the contract through any available lawful means which, in the COUNTY's discretion, is determined to provide the 2 DRAFT 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 COUNTY contract(s), or the extension of unit -prices provided in connection with prior competitive bid awards. The construction contract shall provide that the Project be completed not later than _ months after the issuance of a Notice to Proceed. The construction contract shall also contain a requirement that the contractor(s) provide a payment and performance bond at least in the amount and form required by state 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 COUNTY and prior to the COUNTY's acceptance of a . bid or proposal, the COUNTY shall provide said evaluation to the CITY's Director of the Department of Capital Improvements Programs ("GIP") for review and comment. Final commitment of CITY funds for the Project shall occur upon review' of the contract award recommendation by the City's CIP Director in accordance with Section 3,1 of this Agreement, TheCITY agrees that the selection, retention and discharge of such. contractor .shall be the responsibility of the COUNTY. 2.4 Accounting: The COUNTY 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. 3 DRAFT 2.5 Public Involvement: The COUNTY will implement a Public Involvement Plan (PIP) during the construction of the project, including but not limited to: public meetings, project documentation and flyers, business signs, etc. Appropriate investigation of the project stakeholders will be used to develop the goals and objectives to implement this plan. 3. RESPONSIBILITIES OF CITY 3.1. Funding Amount, Reimbursement of Proiect Costs. The CITY agrees to provide funds in the amount of $1,900,000'for eligible expenses, as defined herein, incurred by COUNTY for the construction arid administration of the Project. The CITY shall disburse to the COUNTY funds foi the Project in the manner set forth in this Section. 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 a City Commission vote. 3.2. Funding Source: The CITY funds available for this Project are: Funding Funding Amount Source COUNTY Fiscal Year of Commitment $1,900,000 STREETS BOND PROGRAM 2010 4. Proiect Cost Adiustments: The amounts committed by the City are 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. The City Manager and/or the County Manager may commit an additional amount equal to 10% of the respective commitments stated herein by an amendment administratively executed by the City and County Managers without the need for approval by the City and County Commissions. Provided that prior legislative authorization for funding is in place, additional 4 DRAFT amendments may be executed by the County and City Managers. Otherwise, future funding commitments shall be subject to the approval of the parties' respective governing boards. 4.1. CITY Approvals: Wherever CITY approval is required through its Department of Public Works and/or said Department Director, the CITY will not unreasonably withhold or delay its approval. Failure of the CITY to respond, in writing, to the COUNTY's request for approval within thirty (30) days shall be automatically deemed an approval by CITY, without the necessity of future action by the CITY. 5. SCHEDULE & MANNER OF REIMBURSEMENTS: Upon execution, COUNTY shall furnish CITY a copy of the estimated budget for the Project, and will similarly furnish CITY with any and all revisions thereto. At the time of contract award for this Project, the COUNTY shall submit the Estimated Quarterly Construction Payout Schedule for the Project to the CITY CIP Director. Quarterly disbursement of CITY funds to the COUNTY shall be based upon COUNTY -approved invoices with certified copies of payment requests attached. 6. ELIGIBLE EXPENSES: The parties agree that the below identified expenses incurred by COUNTY 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 construction 5 DRAFT management, construction inspections, project management, and professional engineers providing post -design services, permitting and associated costs, and geotechnical testing. 7. CONSTRUCTION ADMINISTRATION AND INSPECTION. The COUNTY shall exercise all responsibilities of the "owner" under the construction contract, including oversight of construction administration and inspections. The COUNTY 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 advisory role in the routine daily inspections. In the case of a disagreement over the interpretation of the plans, the COUNTY's Director of Public Works, or his/her representative, shall have final authority. The COUNTY's representative and the CITY's designated representative shall jointly perform the inspection of the, Project which immediately precedes substantial completion. Final payment to the COUNTY and obligation of maintenance responsibility to the parties shall be subject to the final acceptance of the Project by the CITY's CIP Director or designee. The COUNTY shall certify upon completion that the Project has been constructed pursuant to the design plans, specifications and approved change orders. 8. PEOPLE'S TRANSPORTATION PLAN PROJECT SIGNAGE. The COUNTY 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 coordination with the City, 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 an appropriate distance 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. 6 DRAFT 9. AUDIT. The COUNTY agrees to permit the CITY 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 CITY for inspection within five (5) working days upon written receipt of a written request from the CITY. Audits shall be conducted at the CITY's cost and expense. 10. INDEMNIFICATION. 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 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 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. To the extent authorized by Florida' law, the CITY hereby agrees to indemnify, defend, save and hold harmless the COUNTY 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 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. In the event of breach or non-performance by the persons selected by the COUNTY to perform the work, the COUNTY shall, upon written request by the CITY, assign to the CITY any and all of its rights under the affected contract for purposes of the CITY's prosecution of claims, actions or causes of action resulting from such breach or non- performance. The COUNTY agrees to cooperate fully with the CITY in the prosecution of any such claim or action. Any damage recovered by the CITY which is attributable to an 7 DRAFT expenditure by the COUNTY shall be returned to the COUNTY by the CITY, within sixty (60) days of receipt. 11. MAINTENANCE RESPONSIBILITIES. Upon completion of the Project, the parties t,. will assume maintenance responsibilities as set forth below: Maintenance Responsibility Maintenance Responsibilitv by Miami -Dade COUNTY by the CITY of Miami Asphalt Pavement None Pavement Markings Concrete Curb and Gutters Sidewalks Lighting Signalization Signage Standard Tree Planting and Sod Other Features not listed as "CITY" Responsibility" unless otherwise approved by the CITY's CIP Director 13 CITIZENS' INDEPENDENT TRANSPORTATION. TRUST APPROVAL'': Unless waived by action of the COUNTY, this agreement sha '1 becomeeffective upon;'approval by the Board of County Commissioners: and the Citizens' Tndependent'Transportat on Trust (CITT) or, if not approved by the : CITT by the Board of County Commissioners reaffirnlance 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. 14 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: 8 DRAFT Attention: To the CITY: 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 Attention: Ola Aluko, Director, Department of Capital Improvements Program ' City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130 (305) 416-1225 15. 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. 16. 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 9 DRAFT 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. 17. JOINT PREPARATION. The parties acknowledge that they have sought and received whatever competent advice and coiknsel as was necessary for them to form a full and 1 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. 18. 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. 19. 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. 10 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 Pedro G. Hernandez City Clerk City Manager (Affix City Seal) Approved by City Attorney as to Legal form and correctness: Requirements: Approved to Insurance Jorge L. Fernandez LeeAnn Brehm, Director City Attorney Risk Management 11