HomeMy WebLinkAboutExhibit 1-SUBNORTH BAYSHORE DRIVE
JOINT PARTICIPATION AGREEMENT
THIS AGREEMENT is made and entered into this day of
2008, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of
Florida ("CITY"), with its address at 444 S.W. 2nd Avenue, Miami. Florida, and the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City
of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida
Statutes ("CRA"), with its address at 49 N.W. 5th Street, Miami, Florida.
RECITALS
WHEREAS. the CITY and the CRA herein wish to facilitate the construction of
improvements to address the existing flooding and roadway conditions along North Bayshore
Drive from N.E. 17th Terrace to N.W. 19th Street and N.E. 18tt' Street from N.E. 4th Avenue to
North Bayshore Drive; and
WHEREAS, the improvements include raising the project's road profile elevation,
construction of new drainage wells. sidewalk reconstruction, landscaping, signage, and pavement
markings (collectively known as the "Project"); and
WHEREAS, the CITY and the CRA wish to enter into this Joint Participation Agreement
to set forth the terms and conditions relating to the Project;
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties agree:
1. RECITALS: The Recitals and all statements contained therein are true and
correct and are hereby incorporated into this Agreement.
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2. EFFECTIVE DATE AND TERM: This Agreement shall be effective on the
date written above and shall terminate upon the completion and close-out of the Project, or
earlier as provided herein.
3. CITY'S RESPONSIBILITIES:
a. 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 (collectively known as the `'Design
Work") in accordance with standard CITY design criteria, to the satisfaction of the Director of
the CITY's Department of Capital Improvements, or his/her designee. The CITY's design
consultant shall be made available to CRA to review shop drawings and perform required post -
design services, limited to Project design. The CRA 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.
b. 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 all 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.
c. Right of Way: The CITY shall acquire, at its sole expense, any right-of-
way that is necessary to complete the Project.
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d. Accounting: The CITY shall, at all times, maintain separate accounting
for the costs related to the Project so those costs may be independently verified and audited by
the CRA, at its request and sole expense. The CITY agrees to allow the CRA to inspect the
books, records and accounts related to the Project for a period up to three (3) years following the
completion of the Project. These records shall be made available to the CRA for inspection
within five (5) business days upon receipt of a written request from the CRA.
e. Construction: The CITY shall procure the services of a licensed
contractor holding a general contractor's license to construct the Project. 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 also have the right to award the contract 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 CRA for review and approval. The CRA agrees that the selection, retention and discharge
of such contractor shall be the responsibility of the CITY.
f. 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 CRA access to the site
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for periodic review and observation during construction. The CRA will assist the CITY in
preparation of the final punch list and close-out of the Project.
4. CRA'S RESPONSIBILITIES:
a. Funding: The CRA agrees to provide funds for the Project in an amount not
to exceed $5,000,000, for Eligible Expenses, as defined herein, incurred by the CITY for the
design and construction of the Project. The CRA, at the sole discretion of the Executive
Director, shall disburse to the CITY funds on a reimbursement basis, or directly to vendors. upon
presentation of invoices and satisfactory documentation. The CRA shall incur no liability for any
costs in excess of said funding amount unless there has been a duly authorized increase approved
by the CRA Board of Commissioners.
b. Project Cost Adjustments: Both the CITY and the CRA recognize that
adjustments to the above -referenced costs may be required in the future and that 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
CRA. Otherwise, further funding commitments shall be subject to the approvals of the parties'
respective governing bodies.
5. ELIGIBLE EXPENSES: Both the CITY and the CRA agree that expenses
incurred as a result of the design, construction and construction administration, as specifically
identified in Exhibit "A" and attached hereto. are eligible expenses to be funded by the CRA's
contribution set forth in Section 4.a. of this Agreement, and adequate documentation will be
made available to substantiate these expenditures in the form approved invoices, verified
payment requests., documented journal entries, and/or check vouchers, at the request of the CRA
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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 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 CRA to the extent of all the limitations
included within 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 upon that this
indemnification clause does not cover or indemnify the CRA 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 County, Florida.
9. ENTIRE AGREEMENT: 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 CITY and the CRA agree that no deviation from the terms hereof
shall be predicated upon any prior representations or agreements, whether oral or written.
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10. AMENDMENTS: No modification, amendment or alteration in the terms or
conditions 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.
11. 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 be construed more severely against either one of the parties.
12. SEVERABILITY: 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 the CRA elect to ten ttinate this Agreement. An election to
terminate this Agreement based upon this provision shall be made within seven (7) days from the
date the court's finding becomes final.
13. 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, 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.
14. TERMINATION: 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. Both the CITY and the CRA
understand and agree that termination of this Agreement under this provision shall not release
either party from any obligation accruing prior to the effective date of termination.
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15. MISCELLANEOUS PROVISIONS:
a. None of the officers, agents, or employees of the CRA shall be deemed to be
employees of the CITY for any purpose(s) whatsoever.
b. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
e. 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.
16. NOTICE: All notices or other communications which shall or may be given pursuant
to this Agreement shall be in writing and shall be delivered by personal service. or by registered
mail, addressed to the party at the address indicated herein or as the same may be changed from
time to time. Such notice shall be deemed given on the day on which personally served, or, if by
mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier.
To the CRA:
To the City:
Omni Redevelopment District Community Redevelopment Agency
49 N.W. 5th Street
Miami. FL 33128
Attn: James H. Villaeorta
Executive Director
Department of Capital Improvements
City of Miami
444 S.W. 2°`t Avenue, 8t Floor
Miami, FL 33130
Attn: Ola A. Aluko
Director
With Copy To: Office of the City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
Attn: Jorge L. Fernandez
City Attorney
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IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day
and year first above written.
ATTEST: CITY OF MIAMI, a municipal
corporation of the State of Florida ("CITY")
By: By:
Priscilla Thompson Pedro G. Hernandez, P.E.
City Clerk City Manager
Approved as to insurance requirements: Approved as to form and correctness:
By: By:
LeeAnn Brehm Jorge L. Fernandez
Director, Risk Management City Attorney
ATTEST:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY,
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes ("CRA")
BY: BY:
Priscilla A. Thompson James H. Villacorta
Clerk of the Board Executive Director
Approved as to form and correctness:
By:
Jorge L. Fernandez
CRA General Counsel
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EXHIBIT "A"
ELIGIBLE EXPENSES
Funds contributed by the Omni Redevelopment District Community Redevelopment
Agency ("CRA") are eligible to be expended by the City of Miami for the design and
construction of the following Project elements:
I. Drainage
2. Sidewalk Reconstruction
3. Landscaping
4. Signage
5. Pavement Markings
6. Road Profile Elevation
CRA's Contribution: $5,000,000
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NORTH BAYSHORE DRIVE
JOINT PARTICIPATION AGREEMENT
This AGREEMENT, is made and entered into this day of , 2008, by and
between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF
FLORIDA, hereinafter referred to as the "City", and the OMNI REDEVELOPMENT
DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes,
hereinafter referred to as "CRA" W IT.NESSETH
WHEREAS, both parties herein wish to facilitate the construction of a road
improvement project within the City and.. CRA limits, hereinafter referred to as the
"Project" described as follows:
The construction of improvements to address the existing flooding and roadway
conditions along North Bayshore Drive from NE 17th Terrace to NE 19th Street
and NE 18th.Street from; NE 4th Avenue: to North Bayshore Drive, The drainage
improvements include raising the projects road profile elevation and constructing
new drainage wells. Other improvements include °sidewalk reconstruction,
landscaping, signing and pavement markings; and
WHEREAS, the City wishes to improve the drainage conditions 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 CRA shares the City's interest in improving the conditions of this
area and supports the City's efforts by providing funding;
�.�all o� )6-57
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NQW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties agree:
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.
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 Capital Improvements Department Director or
designee. The City's design consultant shall be made available to CRA to
review shop drawings and perform required post -design services, limited
to Project design.
The CRA 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
Agreem rttif deemed the most advantageous method to complete the
Project.
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
2
City shall make all 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.
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.
Accounting: The City shall at all times rnaintaii separate accounting for the costs of
the Project so those costs may be independently verified and audited by the
GRA, at the request and cost of the CRA. The City agrees to permit the CRA
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 CRA for inspection within five (5) working days upon written receipt of a
written request from the: CRA.
Construction: The City shall procure the services of a licensed contractor holding a
general contractors 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.
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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 GRA for review and
approval. The CRA agrees that the selection, retention and discharge of such
contractor shall be the responsibility of the City.
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 CRA access to the site for periodic review
and observation during construction. The CRA will assist the City in
preparation of the final punch list and close-out of the Project.
3 RESPONSIBILITIES OF CRA:
Funding Amount: The CRA agrees to provide°funds for the Project in the not to
exceed amount of $5,000,000, for eligible `expenses, as defined herein,
incurred"by'the City fox the design and construction of the Project. The CRA,
at the sole dscretion of the Executive Directoryyshall disburse to the City
funds on a reimbursement basis, or directly to vendars, upon presentation of
invoices and satisfactory documentation. The CRA shill incur no liability for
any costs in excess of said funding amount unless there has been a duly
authorized increase approved by the CRA Board of Commissioners.
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
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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 CRA. Otherwise,
further funding commitments shall be subject to the approvals of the parties`
respective governing boards.
4 ELIGIBLE EXPENSES: The parties agree that 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 expenditures for CRA's
funding contribution, and adequate documentation will be made available to
substantiate expenditures in the form of approved invoices, verified payment
requests, documented journal entries, and/or check vouchers, at the request of the
CRA
5 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.
6 INDEMNIFICATION: To the extent authorized by Florida Iaw, the City hereby
agrees to indemnify, defend, save and hold harmless the CRA 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
5
understood and agreed that this indemnification clause does not cover or indemnify
the CRA for its sole negligence or breach of contract.
To the extent authorized by Florida law, the CRA 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, 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 CRA, 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.
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 an y proceedings shall be in Miami -Dade, Florida.
8 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 shil be predicated upon any
prior representations or agreements, whether oral or written. At is further agreed that
no modification, amendment or alteration in the terms conta( d herein shall be
effective unless set forth in writing in accordance with this section. '‘No modification,
}
6
amendment or alteration in the terms or conditions contained herein shall be
effective unless contained in a written docurnent prepared with the same or similar
tormr.Iality 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 herein and that the
preparation of this Agreement has been their joint effort. The language agreed to
expresses their mual 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.
10 SEVERANCE: In the event ,a, portion of this Agreement"ts found to be invalid by a
court of competent jurisdictiok the remaining provisions shall continue to be
24
effective unless the City or CRA elect to terminate this Agreement. An election to
terminate this Agreement based upon his provision shall be made within seven (7)
days after the finding by the court becomefinal.
11 DEFAULT: If either partyfails to comply 'with any term or condition of this
agreement, or fails to. perform any of its obligatio
•
be in defabit;, tJ
hereunder, then that party shall
occurrence of a default herender, the non -defaulting party,
in addition to ail remedies available to it by law, may mmediately, upon written
notice to the other party, terminate this agreement.
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12 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.
13 MISCELLANEOUS PROVISIONS:
141 None of the officers, agents, or employees of CRA 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.
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14NOTICES: Any and all notices required to be given under this agreement shall be
sent by first class mail, addressed as follows:
To the CRA:
Attention:
To the City:
James H. Villacorta, Executive Director.
Omni Redevelopment District
\Community Redevelopment Agency49 NW 5th Street, Suite 100
Miami, Florida 33128
308-679-6800
Attention: Ola A. Aluko, Director
Capital Improvements Department
City of Miami
444 SW Second Avenue, 8th Floor
Miami, Florida' 3 '130
(305) 416-1280
With a copy to:
Jorge L. Fernandez, City Attorney
City of Miami
444 S.W. 2nd Avenue, 9' Floor
Miami, Florida 33130 %_
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IN WITNESS WHEREOF, the parties hereto set their hands and official seals the
day and year first above written.
Ai IEST:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY,
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes ("CRA")
BY: BY:
Priscilla A. Thompson
Clerk of the Board
James H. Villacorta
Executive Director
ATTEST: `\ CITY OF MIAMI, a municipal
'corporation of the State of Florida
BY:
PriscillaTbompso i
City Clef
(Affix City Seal)'
edro G. Hernandez, P.E.
City Manager
Approved by City Attorney
as to formand legal sufficiency
Jorge L. Fernandez
City Attorney
Approved by Risk Management
as to insurance requirements
LeeAnn Brehm
Director, Risk Management
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EXHIBIT A
Omni Redevelops District Community Redevelopment Agency funds are
eligible to be expended by the City of Miami for the design and construction of
the following Projectelements:
Sidewalk Reconstruction\
Landscaping
Signage
Pavement Markings
Road Profile Elevation Rasing
CRA Contribution: $5,000,000
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