HomeMy WebLinkAboutExhibit 1DOWNTOWN MIAMI SIGNAGE
AND WAYFINDING SYSTEM
JOINT PARTICIPATION AGREEMENT
This AGREEMENT, is made and entered into this day of , 2013, 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".
WTNESSETH
WHEREAS, both parties herein wish to facilitate the construction of signage and
wayfinding improvements, within both the City and DDA limits, hereinafter referred to as
the "Project," described as follows:
The Project scope includes, but is not limited to: new vehicular, pedestrian
and parking wayfinding signage, and improvements to the public right-of-way,
such as the removal of repetitive and aging signs, and the installation of district
gateway and destination signs.
WHEREAS, the City and the DDA wish to enhance the signage and wayfinding
system for motorists, pedestrians, bicyclists and transit users within the Downtown
Miami area; and
WHEREAS, the City and the DDA applied for and were awarded a federal grant
in the amount of $1,000,000 from the Florida Department of Transportation for the
construction of the Project; and
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WHEREAS, the DDA wishes to support the City's efforts by providing funding in
an amount not to exceed $150,000; and
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 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 receipt
of a written request from the DDA.
2.2 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
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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.
2.3 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 review and
observation during construction. The DDA will assist the City in preparation
of the final punch list and close-out of the Project.
3 RESPONSIBILITIES OF DDA:
3.1 Design: The DDA 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 all applicable City, County, State and
Federal standards and specifications. The City agrees that the selection,
retention and discharge of the design consultant shall be the responsibility of
the DDA in accordance with applicable laws. The DDA 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 Design
Work is estimated to cost up to $157,000.
3.2 Permits and Approvals: During the course of the design, the DDA shall
obtain all necessary approvals, permits, and utility adjustments; and
coordinate the review of construction documents by utilities and permitting
agencies. The DDA shall make all necessary adjustments as required for
approval and/or permitting by those agencies. The DDA shall obtain all
necessary approvals, permits, and utility adjustments for the Project in
accordance with applicable State, Federal and Local Laws and
ordinances.
3.3 Funding Amount: The DDA agrees to provide funds for the Project in the
not to exceed amount of $150,000, for eligible expenses, as defined
herein, incurred by the City for the 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. The not to exceed amount of $150,000 shall
include a not to exceed fee of no more than 5% 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
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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 DDA. 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 construction administration
expenses incurred by the City that are directly related to the Project and specifically
identified in Exhibit A, are eligible expenditures for DDA'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 DDA.
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
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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.
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 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.
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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.
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 DDA:
Attention: Alyce Robertson, Executive Director
Miami Downtown Development Authority
200 South Biscayne Boulevard, Suite 2929
Miami, FL 33131
305-579-6675
With a copy to:
Julie O. Bru, City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
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To the City:
Attention: Mark Spanioli, P.E., Director
City of Miami
Capital Improvements Program
444 SW 2nd Avenue, 8th Floor
Miami, FL 33130
(305) 416-1225
With a copy to:
Julie O. Bru, City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
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IN WITNESS WHEREOF, the parties hereto set their hands and official seals the
day and year first above written.
ATTEST:
BY:
Todd Hannon
Clerk of the Board
ATTEST:
BY:
Todd Hannon
City Clerk
(Affix City Seal)
APPROVED AS TO FORM AND
CORRECTNESS:
BY:
Julie O. Bru
City Attorney
MIAMI DOWNTOWN DEVELOPMENT
AUTHORITY, BY ITS BOARD OF
DIRECTORS
BY:
Alyce Robertson
Executive Director
CITY OF MIAMI, a municipal
corporation of the State of Florida
BY:
Johnny Martinez, P.E.
City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
BY:
Calvin Ellis
Risk Management Director
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EXHIBIT A
Miami Downtown Development Authority will reimburse the City of Miami for the
construction administration expenses of the following Project elements:
Construction of new vehicular, pedestrian and parking wayfinding signage,
and improvements to the public right-of-way, such as the removal of
repetitive and aging signs, and the installation of district gateway and
destination signs.
The project is bounded by the DDA limits (see attached Exhibit B).
DDA Funding Amount: not to exceed $150,000.00
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EXHIBIT B
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