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HomeMy WebLinkAboutExhibitINTERLOCAL AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI-DADE COUNTY FOR THE OVERTOWN GREENWAY AT N.W. 11th TERRACE PROJECT, B-30624 This AGREEMENT made and entered into this day of , 2014, 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, City and County herein wish to provide a greenway with bicycle/pedestrian path and sidewalk beautification project including amenities such as benches, trash bins and lighting, located in the municipal limits of the City in the County, hereinafter referred to as the "Project" described as follows: The City is planning roadway reconstruction, sidewalk improvements and beautification along NW 2nd Avenue, NW 3'd Avenue, NW 11th Terrace, NW 11th Street, and the Metrorail Corridor, being a segment of the Overtown Greenway Master project. The improvements include roadway reconstruction, milling and resurfacing, sidewalk enhancement; and add benches, lighting and trash bins. The City will also beautify the area by planting native trees and adding sod along the project limits. These enhancements will be constructed solely by the City of Miami at no cost to the adjacent property owners and to Miami -Dade Transit. WHEREAS, City and County have determined that the Project is in the best interest of the parties and it is of a mutual benefit to the residents of the City of Miami and Miami -Dade County, W.Yt7,VpIL. 1 NOW, THEREFORE, in consideration of the mutual terms, conditions, promises and covenants contained herein, the parties agree as follows: 1. EFFECTIVE DATE AND TERM: This Agreement shall take effect upon its execution, following approval by the Board of City Commissioners and Board of County Commissioners. 2. RESPONSIBILITIES OF CITY: 2.1 Funding: The City shall find and expend the funds necessary to construct the Project. 2.2 Design Scope: The City has secured engineering design and consulting services from qualified firms, pursuant to Section 287.055, of the Florida Statutes, to develop the construction plans, technical specifications, special provisions, pay items and cost estimates for the Project referred herein and hereafter in accordance with City, County, and/or Florida Department of Transportation standards, as applicable. City has submitted plans and specifications for this Project to Miami -Dade Transit Department Director or designee at the various phases for review and approval, and upon the completion of the 100% design plans, send a set of signed and sealed plans with a letter from the City Manager certifying that the plans and specifications meet the standards as set forth above. In no event shall the approved plans be changed, altered or modified unless City receives written approval from the County. In addition, any and all changes, alterations or modifications shall be permitted by the appropriate state and/or local government agency. 2.3. Right -of -Way: The City shall acquire at its sole expense, any right-of-way, easement, construction easement, or permit that is required to implement the construction of the Project. 2.4 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 cost effective and advantageous method for construction of the Project and which may include, but is not limited 2 to, bid solicitation, request for proposals, the award of a change order on existing City contract(s), or the extension of unit -prices provided inconnection with prior competitive bid awards. The County agrees that the selection, retention and discharge of such general 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 that will ensure the least practicable interference with the Miami -Dade Transit Metrorail system. 2.5. Permits and Approvals: The City shall obtain a preliminary approval (dry -run) of all necessary permits, and utility adjustments, make all necessary adjustments as required for approval and/or permitting by those agencies, and coordinate the review of construction documents by utilities and permitting agencies in accordance with applicable state, federal, and local laws and ordinances. . The City shall pay for any permit application fees associated with the project and obtain accepting authorization from the County, if applicable. 2.6.. 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 County access to the site for review, inspection, observation, and comment during construction. 3 RESPONSIBILITIES OF COUNTY 3.1. Maintenance: The County agrees that only that portion of the improvements that fall upon the Metrorail Corridor limits shall be maintain the County. All other aspects of the Project, the City agrees to maintain in full. The City shall use only native, slow growth trees when full grown 3 maintain a height not to exceed 15 feet at maturity, and shall install or construct any amenities in the area, intended but not limited to benches, shelters, and trash receptacles, etc. The City shall enforce pet curbing, and illegal dumping, by policing of the property. 3.2. Access: The County does hereby grant and convey to City and its employees, licensees, agents, independent contractors and sub -contractors, a non-exclusive permit, to enter onto and remain upon the Property, the Metrorail Corridor between NW 11th Terrace and NW 11th Street of the Project, for the sole and limited purpose of performing the scope of the Work. The City shall utilize the Property for no purpose other than that specified herein, and allied and incidental purposes. This Agreement, except as where expressly stated to the contrary, shall not limit use of the Property by the County. 4. 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. 5. 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 within Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits as a result of City's negligence, or breach of this Agreement by the City, its agents, employees or contractor(s). It is specifically understood and agreed that this indemnification clause does not cover or indemnify the County for the County's 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 4 Statutes, from all claims, demands, liabilities and suits as a result of County's negligence, or 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 or the County for the City's or the County's negligence or breach of contract, as applicable. 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, reserves its rights under the affected contract to complete the project at its sole cost for purposes of avoiding 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 expenditure by the City shall be returned to the City by the County, within sixty (60) business days of receipt. 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, 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. 5 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 or conditions 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 City and County Board of Commissioners. 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 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. 10. MULTIPLE ORIGINALS: This agreement may be fully executed in three copies by all parties each of which, bearing original signatures, shall have the force and effect of an original document. 6 11. RECORDATION: This Agreement shall be recorded in the Public Records of Miami -Dade County at the City's expense. An original copy of the recorded Agreement shall be provided to the Miami -Dade Transit Facilities and Maintenance Division. 12. NOTICES: Any and all notices required to be given under this Agreement shall be sent by first class mail, addressed to the following: To the City: Attention: Jeovanny Rodriguez, P.E. Assistant Director, Capital Improvements Program City of Miami 444 SW Second Avenue Miami, Florida 33130 To the County: Attention: Ysela Llort Director, Miami -Dade Transit Miami -Dade County 701 NW lst Court Miami, Florida 33136 (FOR SIGNATURES SEE NEXT PAGE) 7 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 BY: BY: Todd Hannon City Clerk (Affix City Seal) Johnny Martinez, P.E., City Manager Approved by City Attorney Approved as to Insurance Requirements: as to form and legal sufficiency Victoria Mendez Calvin Ellis, Director City Attorney Risk Management Department 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 8