HomeMy WebLinkAboutExhibitPAUL S. WALKER PARK
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 the MIAMI DOWNTOWN
DEVELOPMENT AUTHORITY, a public -private non-profit business organization of the
CITY OF MIAMI, hereinafter referred to as "DDA."
WITNESSETH
WHEREAS, both parties herein, wish to facilitate the construction of a park
improvement project within the City ..and DDieOimits, hereinafter referred to as the
"Project" described as follows:.
The Demolition of an existing structure;, at 46 West Flagler Street and conversion
back to the former Paul S. Walker Mini Park previously at the same location. The
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4,200 SF Park (35'_X 120') will include a new waterfall, walkways, landscaping,
seating areas, security lighting, site drainage, metal picket fencing with gate, and
signage,
WHEREAS, the City wishes to improve the aesthetic of the existing location and
intends to design, contract, construct and administer the Project, subject to the terms
and conditions of this agreement; and
WHEREAS, the DDA shares the City's interest in improving the conditions of this area
and supports the City's efforts by providing funding;
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.
2 RESPONSIBILITIES OF CITY:
The City is responsible for the management and administration of the Project.
2.1 Design: The City will secure engineering design and consulting services
from qualified firms to develop'. the .: construction plans, technical
specifications, special provisions, pay items and cost estimates for the
Project (the "Design Work") in accordance with standard City design
criteria, to the satisfaction of,:, the City`s Parks Department Director or
designee. The Citys design consultant shall be made available to DDA to
review shop drawings and perform required post -design services, limited
to Project : design. The DDA agrees that the selection, retention and
discharge of the design consultant shall be the responsibility of the City in
accordance: with applicable laws and City procedures. The City shall have
the right to: award the Design Work to a qualified firm through an existing
Agreement if deemed the most advantageous method to complete the
Project.
2.2 Permits and Approvals: During the course of the design, the City shall
obtain all necessary approvals, permits, and utility adjustments; and
coordinate the review of construction documents by utilities and permitting
agencies. The City shall make al! necessary adjustments as required for
approval and/or permitting by those agencies. The City shall obtain all
necessary approvals, permits, and utility adjustments for the Project in
accordance with applicable State, Federal and Local Laws and ordinances.
2.3 Right -of -Way: The City shall acquire at its sole expense, any right-of-way
that is required to complete the construction of the Project.
2.4 Accounting: The City shall at all times maintain separate accounting for the
costs of the Project so those costs may be independently verified and audited
by the DDA, at the request and cost of_:the DDA. The City agrees to permit
the DDA 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 DDA for inspection within five (5) working days upon written
receipt _of:a written request from -the DDA.
2.5 Construction: The: City.. shall procure the services of a licensed contractor
holding a general contractor's 'license to construct the Project (the "Build
Work"). The City may,. award the contract through any available lawful means
which, in the;'City's discretion, affords the most advantageous method 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
City contract(s), or the extension of unit -prices provided in connection with
prior competitive bid awards. The City shall have the right to award the Build
Work to a qualified firm through an existing Agreement if deemed the most
advantageous method to complete the Project.
Subsequent to the evaluation of bids or proposals by the City, if
applicable, and the City's determination of the most advantageous bid or
proposal, the City shall provide said evaluation to the DDA for review and
approval. The DDA agrees that the selection, retention and discharge of such
contractor shall be the responsibility of the City.
2.6 Construction Administration and Inspection: The City shall exercise all
responsibilities of the owner under the construction contract, including
construction administration and inspections. The City may delegate this
function to an authorized agent or Construction Engineering Inspection
consultant. The City will allow the DDA access to the site for periodic review
and observation during construction. The DDA.. will assist the City in
preparation of the final punch list and close-out of the Project.
2.7 Funding The City shall provide funds for the Project in the, not to exceed
amount of $150,000.
3 RESPONSIBILITIES OF DDA:
Funding Amount, Reimbursement of Project Costs: The DDA agrees to
provide funds for the Project in the, not to exceed amount of $250,000, for
eligible expenses, as defined herein, incurred by the City for the design and
construction of the Project. The DDA shall disburse to the City funds for the
Project on a reimbursement basis. The DDA shall incur no liability for any
costs in excess of said funding amount unless there has been a- duly
authorized increase approved by the DDA Board of Directors.
3.2 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 available for
the Project. Provided that prior legislative authorization for funding is in place,
additional amendments may be executed by the City and DDA. Otherwise,
further funding commitments shall be subject to the approvals of the parties'
respective governing boards.
4 ELIGIBLE EXPENSES: The parties agreethat only the design, construction, and
construction administration expenses incurred by the City that are directly related to
the Project and specifically identified in Exhibit A, 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.
5 SCHEDULE AND MANNER OF REIMBURSEMENTS: Disbursement of DDA funds
to the City than be based upon City invoices with certified copies of paid contractor
estimates attachedand shall_, not include any other charges. DDA shall reimburse the
City within 30 days after receipt of City invoices. The DDA shall maintain a 10%
retainage>on its funds until close-out of the Project which includes completion of the
punch list and all required inspections and approvals by City departments.
6 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.
7 INDEMNIFICATION: To the extent authorized by Florida law, the City hereby
agrees to indemnify, defend, save and hold harmless the DDA to the extent of all the
limitations included with Section §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 DDA for its sole negligence or breach of contract:.
To the extent authorized by Florida law, the DDA hereby agrees to indemnify,
defend, save and hold harmless the City to the extent of all the limitations included in
Section §768.28, Florida > Statutes liabilities -suits of
any nature whatsoever arising out of, because of or due to the breach of this
Agreement by the .DDA, ,itsagents,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.
8 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.
9 ENTIRE AGREEMENT, AMENDMENTS: This document incorporates and includes
all prior negotiations, correspondence, conversations, agreements and
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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.
10 JOINT PREPARATION: The parties acknowledge that they have sought and
received whatever competent advice and counsel aswas necessary for them to form
a full and complete understanding of all:; rights and obligations herein and that the
preparation of this. Agreement hasbeen 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.
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 DDA 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.
12 DEFAULT: If either party fails to comply with any term or condition of this
agreement, or fails to perform any of its obligations hereunder, then that party shall
be in default. Upon the occurrence of a default hereunder, the non -defaulting party,
in addition to all remedies available to it by law, may immediately, upon written
notice to the other party, terminate this agreement.
13 TERMINATION RIGHTS: Either party shall have the right to terminate this
agreement, in its sole discretion, at any time, by giving written notice to the other
party at least thirty (30) days prior to the effective date of such termination.
14 MISCELLANEOUS PROVISIONS:
14.1 None of the officers, ° agents, or employees of DDA shall be deemed to be
employees of the City for any purpose(s) whatsoever.
14.2 Title and paragraph headings are for convenient reference and are not a
part of this `Agreement.
14.3 No waiver or breach of any provision of this Agreement shall constitute a
waiver -of. any subsequent breach Of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
15 NOTICES: Any and all notices required to be given under this agreement shall be
sent by first class mail, addressed as follows:
To the DDA:
Attention: Dana A. Nottingham, Executive Director.
Miami Downtown Development Authority
200 South Biscayne Boulevard, Suite 2929
Wachovia Financial Center
Miami, FL 33131
(305) 579.6675
To the City:
Attention: Ola A. Aluko, Director
Capital Improvements Department
City of Miami
444 SW Second Avenue, 8th Floor ‘_
Miami, Florida 33130
(305) 416-1280
With a copy to:
City Attorney
City of Miami
444 S.W. 2"d Avenue, 9t" Floor
Miami, Florida 33130
IN WITNESS WHEREOF, the parties hereto set their hands and official seals the
day and year first above written.
ATTEST:
DOWNTOWN DEVELOPMENT AUTHORITY,
BY ITS BOARD OF
DIRECTORS
BY: BY:
Title:
ATTEST:
BY:
Dana A. Nottingham, Executive Director
CIT'{ OF MIAMI, a municipal
corporation of the State of Florida
Priscilla Thompson Pedro G. Hernandez, P.
City Clerk. City Manager
(Affix City Seal)
Approved by City Attorney
as to form and legal sufficiency .
Jorge L. Fernandez
City Attorney
Approved by Risk Management
as to insurance requirements
LeeAnn Brehm
Director, Risk Management
EXHIBIT A
Miami Downtown Development Authority will reimburse the City of Miami for the
design and construction of the following Project elements:
Demolition
Waterfall
Walkways
Landscaping
Seating areas
Security lighting
Site drainage
Metal picket fencing with gate
Signage
Total Project Budget: $400,000
DDA Contribution: $250,000
City Contribution: $150,,000