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HomeMy WebLinkAboutExhibit 1JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI-DADE COUNTY FLORIDA EAST COAST RAILWAY QUIET ZONE STUDY This AGREEMENT, made and entered into this day of , 2011, 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 application to the Department of Transportation Federal Railroad Administration ("FRA") for a waiver to establish a new Quiet Zone in the Florida East Coast Railway ("FEC") corridor located within the City in MIAMI-DADE COUNTY, in order for railroad trains to be exempt from blowing their whistles at each crossing, hereinafter referred to as the "Project" described. as follows: The process of establishment of new Quiet Zones includes data collection of crossing ----information,, assemblingdiagnostic—filed—reviewsofthe--crossings, analysis/coordination with FRA processes and public notifications. An existing rail line runs directly to the Port of Miami ("POM") on the FEC owned right of way. A 4.4 mile segment of the existing rail corridor will be reconstructed to allow for both cargo and passenger rail lines in the future. The Project per this Agreement includes the identification of the upgrades needed to the existing eighteen active ciz t-//4e, 1 grade crossing equipment (gates and flashers) from Northeast 71 Street (Little River) to the POM, so the City can petition the FRA for a new Quiet Zone. WHEREAS, local communities such as the City can qualify for Quiet Zone status per the requirements outlined in the FRA Final Rule 49 CFR, Parts 222 and 229, as it pertains to Quiet Zone designation, subject to the terms and conditions of this Agreement, WHEREAS, the County agrees to be a funding partner of the City in its effort to initiate and complete the Project, NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: 1. RESPONSIBILITIES OF CITY: 1.1. Management: The City will secure consulting services from its existing — Miscellaneous -Civil -Engineering—Services Professional -Services_ Agreement, pursuant to §287.055, of the Florida Statutes, to conduct the diagnostic review of the railroad crossings in accordance with FRA technical guidelines, prepare findings and recommendations of each Quiet Zone crossing and railroad signaling improvements in the study corridor, and submit the new Quiet Zone application to the FRA. The County agrees that the selection, retention and discharge of the engineering consultant shall be the responsibility of the City in accordance with applicable laws and City procedures. Notwithstanding any provision to the contrary, the City shall comply with all applicable County contract compliances and oversight measures relating to the expenditure of County funds, in accordance with Section 6 of this Agreement. Prior to the advertisement to solicit design services from qualified firms, the City will contact the County's POM/SBD to ensure this compliance. 1.2. Publicity: By the acceptance of these funds, the City agrees that the Project elements funded by this Agreement shall recognize and adequately reference the County as a funding source. The City shall ensure that all publicity, public relations, advertisements and signs recognizes and references the County for the support of all contracted activities. This is to include, but is not limited to, all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers, brochures, news releases, media packages, promotions, and stationery. The use of the official County logo is permissible for the publicity purposes stated herein. The City shall submit sample or mock up of such publicity or materials to the County for review and approval. The City shall ensure that all media representatives, when inquiring -about- the --activities funded by this Agreement, are informed that the County is a funding source. 1.3.Accountinq: 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 County, at the request and cost of the County. The City agrees to permit the County auditors to inspect the books, records and accounts of the Project for three (3) years after completion of the Project. These records shall be made 3 available to the County for inspection within five (5) business days upon written receipt of a written request from the County. 1.4.Additional Work: The City shall notify the POM Director in writing before additional work is authorized beyond the allocated amount. The City shall also invite the County to participate in negotiations of any additional work. The County shall review and make a determination or approval of all additional work or supplemental agreements or other requests for approvals submitted by the City. 2. RESPONSIBILITIES OF COUNTY: 2.1. Funding Amount, Reimbursement of Project Costs: The County agrees to provide funds of $99,418.20 for eligible costs from the total Project cost of $149,933.50, as defined herein, incurred by the City for the initiation and completion of the Project. The City agrees to provide funds of $50,515.30. The County shall disburse to the City funds for the Project in the manner set forth in this Section. The County shall incur no liability for any costs in excess of said funding amount unless there has been a duly authorized increase approved by the Board -of County --Commissioners. 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 the City Commission. 2.2. County Payments of Project Costs: The County funds provided for eligible costs as defined herein, incurred for the initiation and completion of the Project are specified below: 4 Funding Amount $ 99,418.20 Funding Source County Fiscal Year of Commitment Port of Miami 2010-2011 2.3. Project Cost Adjustments: The amount contributed by the County is 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 available for the Project. Provided that there is no increase in the amount of County funds required as stated in Section 2.1, amendments may be executed by the City Manager and the County Mayor or County Mayor's designee without the need for approval by the City Commission and County Commission. Otherwise, further funding commitments shall be subject to the approvals of the parties' respective governing boards. 3. ELIGIBLE COSTS: The parties agree that only the below identified costs that may be incurred by the City that are directly related to the Project 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, eligible - costs are further defined as those pertaining to the management and completion of Project elements that are the standard items normally provided for by the County in County projects, and not the enhancement of standard items, or the incorporation of items which are in addition to those standard items. The County shall not be assumed. to be liable to provide reimbursement for the identification of such items that do not conform to this section of the Agreement. 5 4. SCHEDULE AND MANNER OF REIMBURSEMENTS: Upon execution, the City shall furnish the County with a copy of the estimated budget for the Project, and will similarly furnish the County with any revisions thereto. Quarterly disbursement of County funds to the City shall be based upon City invoices with certified copies of paid consultant billings attached and shall not include any other charges, including administrative charges. The quarterly submittal for invoice shall also include a certified copy of payment to Sub -Contracted firms, if applicable. 5. BUSINESS PROGRAM COMPLIANCE AND OVERSIGHT: Whenever County funds are used, the City agrees to comply with applicable County regulations, including, but not limited to, the Community Business Enterprise Program. Specifically, the City agrees to abide by the applicable contract measure (recommendation(s) established by the Department of Small Business Project Worksheet for the participation of specified business entities and/or trades as administered by the County's Department of Small Business (SBD). SBD shall have the right to oversee and perform compliance monitoring, including, but not limited to, the right to audit and to require reports and documentation related to the Code of -- -Miami-Dade- County, -Florida. — — — 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. 6 7. INDEMNIFICATION: 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 with §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. 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 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 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. In the event of breach or non-performance by the persons selected by the City to perform the work, the City shall, upon written request by the County, assign to the County -any -and -all -of -its Tights-undertheaffected-contract for -purposes -of - the - County's prosecution of claims, actions or causes of action resulting from such breach or non-performance, unless the City pursues such claims, actions or causes of action through arbitration, administrative proceeding or lawsuit. The City agrees to cooperate fully with the County in the prosecution of any such claim or action. Any damage recovered by the County which is attributable to an expenditure by the 7 City, shall be returned to the City by the County, within sixty (60) business days of receipt. Any damage recovered by the City which is attributable to an expenditure by the County, shall be returned to the County by the City, within sixty (60) business days of receipt. 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 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. 8 10.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. 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 County elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) business days after the finding by the court becomes final. 12.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: Attention: Bill Johnson, Director Port of Miami 1015 N. America Way Miami, Florida 33132 To the City: Attention: Johnny Martinez, P.E. Deputy City Manager City of Miami 444 SW Second Avenue, 10th Floor Miami, Florida 33130 (305) 416-1025 9 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 Mayor or County Mayor's Designee Approved by County Attorney as to form and legal sufficiency County Attorney ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida BY: BY: Priscilla A. Thompson, CMC Tony E. Crapp, Jr. City Clerk (Affix City Seal) City Manager Approved by City Attorney Approved as to Insurance Requirements: as to form and legal sufficiency Julie O. Bru City Attorney Gary Reshefsky,-Director ---- Risk Management Department 10