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HomeMy WebLinkAboutExhibit 1JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI-DADE COUNTY SOUTH BAYSHORE DRIVE FROM AVIATION AVENUE TO KIRK STREET 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, the County has an existing drainage improvement project on South Bayshore Drive from Aviation Avenue to Crystal View Court, Project No. 20090227, in MIAMI-DADE COUNTY, hereinafter referred to as the "Project"; and WHEREAS, the City wishes to include the construction of new concrete sidewalk, hereinafter referred to as "Sidewalk", along the northerly side of South Bayshore Drive between Aviation Avenue and Kirk Street in the Project, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: 4( Po-71 1 1. RESPONSIBILITIES OF CITY: 1.1. Design: The City will provide, at the City's expense, construction plans, technical specifications, pay items, and cost estimates for the Sidewalk, prepared by an engineer licensed in the State of Florida, in accordance with standard Florida Department of Transportation, County, and/or City, as applicable, design criteria, to the satisfaction of the County's Public Works Director or their designee. 1.2.Permits and Approvals: The City shall obtain all necessary permits, and utility adjustments, and coordinate the review of construction documents by utilities and permitting agencies for the Sidewalk. The City shall make all necessary adjustments as required for approval and/or permitting by those agencies for the Sidewalk. The City shall obtain all necessary permits, and shall perform all utility adjustments for the Sidewalk in accordance with applicable state, federal, and local laws and ordinances. The City shall pay for all permits and any other fees, inclusive of off -duty police officer charges, for any work related to the Sidewalk. Since South Bayshore Drive, from Aviation Avenue to Halissee Street, and the adjoining portion of South Miami Avenue from Halissee Street to Simpson Park at SE 15 Road, is designated as a State Historic Highway, these approvals must include a written consent from the State of Florida Division of Archives, History and Records Management of the Department of State and a Public Hearing before the City of Miami Historic and Environmental Preservation Board and a Resolution approving a certificate of approval for the Sidewalk from said Board prior to the commencement of work. 2 1.3. Right -of -Way: The Sidewalk shall be constructed within the existing dedicated right-of-way. No additional right-of-way shall be required to complete the construction of the Sidewalk. 1.4.Funding Amount, Reimbursement of Protect Costs: The City agrees to provide funds up to $100,000 (this amount includes a ten percent (10%) contingency) for eligible costs, as defined herein, incurred by the County for the construction of the Sidewalk. The City shall disburse to the County funds for the Sidewalk in the manner set forth in Section 4. 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 and formalized in an executed amendment to this Agreement. 1.5. City Payments of Sidewalk Costs: The City funds provided for eligible costs as defined herein, incurred for the construction of the Sidewalk are specified below: Funding Amount $100,000 Funding Source . City Fiscal Year of Committment LOGT, Award 113 2010-2011 1.6.Sidewalk Cost Adjustments: The amount contributed by the City is based on the current estimated costs of the Sidewalk. 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 Sidewalk. Provided that there is no increase in the amount of City funds required as stated in Section 1.4, amendments may be executedby the City Manager and. the County Mayor or County Mayor's designee without the need for approval by the City Commission and County 3 Commission. Otherwise, further funding commitments shall be subject to the approvals of the parties' respective governing boards. 1.7.Maintenance: The City shall be solely responsible for maintenance upon construction completion of the Sidewalk. 2. RESPONSIBILITIES OF COUNTY 2.1. Publicity: By the acceptance of these funds, the County agrees that the Sidewalk elements funded by this Agreement shall recognize and adequately reference the City as a funding source. The County shall ensure that all publicity, public relations, advertisements and signs recognizes and references the City 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 City logo is permissible for the publicity purposes stated herein. The County shall submit sample or mock up of such publicity or materials to the City for review and approval. The County shall ensure that all media representatives, when inquiring about the activities funded by this Agreement, are informed that the City is a funding source. 2.2.Accountinq: The County shall at all times maintain separate accounting for the costs of the Sidewalk so those costs may be independently verified and audited by the City, at the request and cost of the City. The County agrees to permit the City auditors to inspect the books, records and accounts of the Sidewalk for three (3) years after completion of the Sidewalk. These records shall be made available to the City for inspection within five (5) business days upon written 4 receipt of a written request from the City. 2.3.Construction: The County shall procure the services of a licensed contractor holding and engineering contractor's license to construct the Sidewalk. The County may award the contract through any available lawful means which, in the County's discretion, affords the most competitive price for construction of the Sidewalk 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. Notwithstanding any provision to the contrary, the County shall comply with all applicable County contract compliance and oversight measures. 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 City and the County as joint obligees or joint contracting public entities. The construction contract shall contain a contingency amount to address unforeseen conditions and other required changes which shall not exceed ten percent (10%) of the base amount of the contract, unless otherwise approved by designated representatives of the County and City. The commitment for the expenditures of any contingency funds shall not be made by the County without the prior written approval of the City's Public Works Director. The City shall respond in writing, within thirty (30) business days of receiving written requests from the County to approve the commitment of contingency funds. Subsequent to the evaluation of bids or proposals by the County and the 5 County's determination of the most advantageous bid .or proposal, the County shall provide said evaluation to the City's Public Works Director for review and approval. Final commitment of City funds for the Sidewalk shall occur upon approval of the contract award recommendation by the City's Public Works Director and execution of a signed construction contract. The City agrees that the selection, retention and discharge of such contractor shall be the responsibility of the County. 2.4. Claims and Change Orders: The County shall notify the City Public Works Director in writing when claims or change orders arise. The County shall also invite the City to participate in negotiations of these claims and change orders. The City shall review and make a determination or approval of all change orders or supplemental agreements, permits, modifications of plans, or other requests for approvals submitted by the County. The City's cooperation in the change order process will not in any respect obligate or provide the City to go beyond its funding amount specified in Section 1.4. 2.5.Construction Administration and Inspection: The County shall exercise all responsibilities of the owner under the construction contract, including construction administration and inspections. The County may delegate this function to an authorized agent or Construction Engineering Inspection (CEI) consultant. The City's inspector shall have an oversight role in the routine daily inspections for the Sidewalk. In the case of a disagreement over the interpretation of the plans, the County's Public Works Director, or their representative, shall have final authority subsequent to an independent final 6 inspection by the City. The City's designated representative and the County's designated representative shall jointly perform the inspection of the Sidewalk which immediately precedes substantial completion. The County shall certify upon completion that the Sidewalk has been constructed pursuant to the design plans, specifications and approved change orders. 3. ELIGIBLE COSTS: The parties agree that only the below identified costs that may be incurred by the County that are directly related to the Sidewalk 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 construction of Sidewalk elements that are the standard items normally provided for by the County in County sidewalk projects, and not the enhancement of standard items, or the incorporation of items which are in addition to those standard items. 'The City shall not be assumed to be liable to provide reimbursement for the construction of such items that do not conform to this section of the Agreement. The parties further agree that eligible costs will include project management, maintenance of traffic and administration fees for this joint participation agreement. 4. SCHEDULE AND MANNER OF REIMBURSEMENTS: Upon execution, the County shall furnish the City with a copy of the estimated budget for the Sidewalk, and will similarly furnish the City with any revisions thereto. At the time of contract award for this Sidewalk, the County shall submit the Estimated Payout Schedule for the Sidewalk to the City Public Works Director. Disbursement of City funds to the 7 County shall be based upon County invoices with certified copies of paid Contractor billings attached and shall not include any other charges. The submittal for invoice shall also include a certified copy of payment to Sub -Contracted firms. 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 Sidewalk. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 6. 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 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. Itis 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 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 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 8 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 unless the County pursues such claims, actions or causes of action through arbitration, administrative proceeding or lawsuit. 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 expenditure by the County shall be returned to the County by the City, within sixty (60) business days of receipt. 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 any proceedings shall be in Miami -Dade, Florida. Each party shall bear their own attorneys fees. 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 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. 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 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. 10. 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,rnade within seven (7)- business days after the finding by the court becomes final. 10 11.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: Esther L. Calas, P.E. Director, Public Works Department Miami -Dade County 111 NW First Street, Suite 1640 Miami, Florida 33128 (305) 375-2960 To the City: Attention: Alice Bravo, P.E. Assistant City Manager/Chief of Infrastructure City of Miami 444 SW Second Avenue Miami, Florida 33130 (305) 416-1025 11 CLERK OF THE BOARD IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written, ATTEST: MIAMI-DADE COUNTY, FLORIDA, BY ITS ARD OF HARVEY RUVIN COUNTYCOMMIISSIONERS 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 Johnny Martinez, P.E. City Clerk City Manager (Affix City Seal) Approved by City Attorney as to legal form and correctness Julie O. Bru City Attorney Approved as to Insurance Requirements: Calvin Ellis, Director Risk Management Department 12