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HomeMy WebLinkAboutExhibit 1BAYFRONT PARK ELECTRICAL REPAIRS JOINT PARTICIPATION AGREEMENT This AGREEMENT, is 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 the BAYFRONT PARK MANAGEMENT TRUST, a limited agency and instrumentality of the City, hereinafter referred to as the "TRUST". WTNESSETH WHEREAS, both parties herein wish to facilitate electrical repairs at Bayfront Park, within both the City and TRUST limits, hereinafter referred to as the "Project," described as follows: The Project scope includes, but is not limited to: replace underground wiring to area light poles; check and repair all ground connections at the light poles; install two (2) power pedestals at the piers east of the administration building; .replace two (2) safety switches (150A and 200A) located in a stainless steel cabinet at the Tina Hills Pavilion; replace four (4) concrete pole bases at the Flagler Promenade; replace the electrical distribution equipment that are either corroded or violate current code requirements; and WHEREAS, the TRUST wishes to improve the electrical infra -structure of Bayfront Park and wishes to utilize the resources of the City in order to design, contract, construct and administer the Project, subject to the terms and conditions of this agreement; and WHEREAS, the TRUST wishes to support the City's design, construction, and administration efforts by providing funding in an amount not to exceed $309,OOO.DO; 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. 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 construction cost estimates for the Project (the "Design Work") in accordance with standard City design criteria, to the satisfaction of the City's Capital improvements Program Director or designee. The City's design consultant shall be made available to the TRUST to perform the required post -design services, limited to Project design. The TRUST 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. The City and the TRUST have discussed the experience desired of a firm for this Project and the City will use its best 2 efforts to comply with the wishes of the TRUST as it relates to the firm chosen. 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. 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 TRUST, at the request and cost of the TRUST. The City agrees to permit the TRUST 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 TRUST for inspection within five (5) working days upon receipt of a written request from the TRUST. 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 cost effective and 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 3 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 TRUST for review and approval. The TRUST agrees that the selection, retention and discharge of such contractor shall be the responsibility of the City. The parties agree that the work to be performed shall at all times be conducted in such manner and in such sequence as will ensure the least practicable local interference. The general contractor shall exercise safety and care and be flexible so as not to interfere with the normal operations or special events hosted within Bayfront Park. The general contractor shall familiarize itself with normal Park operations and special events where the work is to be performed so that it can conduct the work in the best possible manner to the complete satisfaction of the City's Project Manager and the TRUST's Executive Director. 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 TRUST unfettered access to the site for 4 review and observation during construction. The TRUST will assist the City in preparation of the final punch list and close-out of the Project. 3 RESPONSIBILITIES OF TRUST: Funding Amount: The TRUST agrees to provide funds for the Project in the not to exceed amount of $309,000.00, for eligible expenses, as defined herein, incurred by the City for the design and construction of the Project. The TRUST, 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 from the City indicating payment is due. The TRUST shall incur no liability for any costs in excess of said funding amount unless there has been a duly authorized increase approved by the TRUST's Board of Directors. The not to exceed amount of $309,000.00 shall include a not to exceed fee of no more than 15% paid to the City's Capital Improvement Program for the management and oversight of the Project. 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 TRUST. Otherwise, further funding commitments shall be subject to the approvals of the parties' respective governing boards. 5 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 TRUST's funding, and 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 TRUST. 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 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. 7 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 6 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 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. 9 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 TRUST 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 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. 7 11 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. 12 MISCELLANEOUS PROVISIONS: 12.1 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 12.2 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. 13 NOTICES: Any and all notices required to be given under this agreement shall be sent by first class mail, addressed as follows: To the TRUST: Attention: Timothy F. Schmand, Executive Director Bayfront Park Management Trust 301 N. Biscayne Blvd. Miami , FL 33132-2226 (305) 373-8780 With a copy to: Julie O. Bru, City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 To the City: Attention: Alice N. Bravo, P.E., Director City of Miami Capital Improvements Program 444 SW 2'0 Avenue, 8th Floor Miami, FL 33130 (305) 416-1225 With a copy to: 8 Julie O. Bru, City Attorney City of Miami 444 S.W. 2"d Avenue, 9th Floor Miami, FL 33130 IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: BAYFRONT PARK MANAGEMENT TRUST, of the City of Miami, a limited agency and instrumentality of the City ("TRUST") BY: BY: Priscilla A. Thompson Timothy F. Schmand Clerk of the Board Executive Director ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida BY: BY: Priscilla Thompson City Clerk City Manager (Affix City Seal) APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie 0. Bru City Attorney Calvin Ellis Risk Management Director 9 EXHIBIT A Bayfront Park Trust Management funds are eligible to be expended by the City of Miami for the design and construction of the following Project elements: • replace underground wiring to area light poles; • check and repair all ground connections at the Tight poles; • replace and install two (2) power pedestals at the piers east of the administration building; • replace two (2) safety switches (150A and 200A) located in a stainless steel cabinet at the Tina Hills Pavilion; • replace four (4) concrete pole bases at the Flagler Promenade; • provide a separate electrical circuit to the light poles located in the Flagler Promenade; TRUST Funding Amount: not to exceed $309,000.00 10