HomeMy WebLinkAboutExhibit 2Lr neg." 1
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;
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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, 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 Iicensed
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
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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 th
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.
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's : acceptance, of, a'bfd
evaluation to the CITY'ssl ireet r of the"
("CIP") for review ano:;' com e t >~'
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-' 2.4 Accounting: The COUNTY shall at all times maintain separate accounting for
�h k 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.
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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 and administration of the Project. The CITY shall
disburse to the COUNTY funds for 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, Fundine 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. Project Cost Adjustments: 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
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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
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management, construction inspections, project management, and professional engineers
providing post -design services, permitting and associated costs, and geotechnical testing.
7. CONSTRUCTION ADMVIINISTRATION 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.
S. PEOPLE'S. TI ANSPOl2TATI`ON' PLAN E tilite , ai`AGt 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.
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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.
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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 indernify 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
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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
will assume maintenance responsibilities as set forth below:
Maintenance Responsibility
Maintenance Responsibility
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-1111ANSPORTATIOI : TR CTST. APP1R ` 4L� `:: nIess
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bet ome efFective upon approval
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(OTT) or, if not approved by: ihe CSTT,-, by. •the board; of County .CamYrl sioner's
reaffirmance of the award : by 2/3 . vote of its members ipi all , pursuant :tif 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:
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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. 2"d 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
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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 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.
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.
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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
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