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HomeMy WebLinkAboutExhibit - AgreementINTERLOCAL AGREEMENT THIS AGREEMENT, made and entered into this day of , 2014, by and between the Miami -Dade Metropolitan Planning Organization (MPO), hereinafter called the MPO and the City of Miami, hereinafter called Miami. That the MPO and Miami have determined to jointly fund the Little Havana Bike/Pedestrian Mobility Study and that Miami has determined to provide the services for such study and its share of the costs thereof as provided below. WITNES SETH: ARTICLE 1.00: The MPO does hereby retain Miami to provide the services for the Little Havana Bike/Pedestrian Mobility Study, which services are described in Exhibit "A": "Scope of Services", and Exhibit "B": "Tentative Project Schedule". The parties further agree that the project costs are provided in Exhibit "C": "Project Cost." In addition, the E-Verify Certification provided in Exhibit "D" must be signed by the recipient. The referenced exhibits are attached hereto and made part hereof as though fully recited herein. Article 16.00 governs each party's obligations for its portion of the Project Cost. ARTICLE 2.00: The MPO and Miami mutually agree to furnish, each to the other, the respective services, infomtation and items as described in Exhibit "A" Scope of Services, Exhibit "B" Tentative Project Schedule, Exhibit "C" Project Cost and Exhibit "D" E-Verify Certification. The MPO agrees to furnish Miami and its duly designated representatives' information including, but not limited to, existing data and projects related to the study area which may be available in other governmental offices. Miami agrees to perform or cause to be performed, in a timely and professional manner, the work elements set forth in the above -enumerated Exhibits, in accordance with the Schedule set forth in Exhibit "B". Before initiating the work described in Exhibits "A", "B" and "C", the MPO Director or his designee shall execute and issue Miami a Notice -to -Proceed with the work described in said Exhibits, such work to constitute performance of the Little Havana Bike/Pedestrian Mobility Study as set forth in said Exhibits. ARTICLE 3.00: The services to be rendered by Miami shall be commenced subsequent to the execution and issuance of the Notice -to -Proceed and shall be completed within twelve (12) months from the date of execution and issuance of the Notice -to -Proceed. ARTICLE 4.00: Miami agrees to provide Project Schedule progress reports on a quarterly basis and in a format acceptable to the MPO Director. The MPO Director shall be entitled at all times to be advised, at his request, as to the status of work being done by Miami and of the details thereof. Coordination shall be maintained by Miami with representatives' of the MPO. Either parties to the agreement may request and be granted a conference. ARTICLE 5.00: In the event there are delays on the part of the MPO as to the approval of any of the materials submitted by Miami or if there are delays occasioned by circumstances beyond the control of Miami which delay the Project Schedule completion date, the MPO Director or his designee may grant Miami, by a letter an extension of the contract time, equal to the aforementioned delays, provided there are no changes in compensation or scope of work. It shall be the responsibility of Miami to ensure at all times that sufficient contract time remains within which to complete services on the project and each major Task Group as designated with roman numerals on the Exhibits. In the event there have been delays which would affect the project completion date or the completion date of any major Task Group, Miami shall submit a written request to the MPO Director or his designee twenty (20) days prior to the schedule completion date which identifies the reason(s) for the delay and the amount of time related to each reason. The MPO Director or his designee will review the request and make a determination as to granting all or part of the requested extension. Scheduled completion dates shall be determined by the elapsed times shown in Exhibit "B" and the issue date of the Notice - Page 2 MP054/UPWP 2015/M GP FY 2015 Mimi Interlocal Agreement Rev 12-17-2014 to -Proceed. In the event contract time expires and Miami has not requested, or if the MPO Director or his designee has denied an extension of the completion date, partial progress payments will be stopped on the date time expires. No further payment for the project will be made until a time extension is granted or all work has been completed and accepted by the MPO Director or his designee. ARTICLE 6.00: Miami shall maintain an adequate and competent professional staff and may associate with it, for the purpose of its services hereunder, without additional cost to the MPO, other than those costs negotiated within the limits and terms of this Agreement and upon approval by the MPO Director, such specialists as Miami may consider necessary. ARTICLE 7.00: The MPO shall not be liable for use by the Miami of plans, documents, studies or other data for any purpose other than intended by the terms of this Agreement. ARTICLE 8.00: All tracings, plans, specifications, maps, and/or reports prepared or obtained under this Agreement shall be considered research and shall become the property of the MPO without restriction or limitation on their use; and shall be made available, upon request, to the MPO at any time. Copies of these documents and records shall be furnished to the MPO upon request, verbal or written, allowing reasonable time for the production of such copies. SUB ARTICLE 8.10: Records of costs incurred by Miami and all sub -consultants performing work on the project, and all other records of Miami and sub -consultants considered necessary by the MPO for proper audit of project costs, shall be furnished to the MPO upon request. Whenever travel costs are included in the performance of services set forth in Exhibits "A", "B" and "C", the provisions of Metropolitan Miami -Dade County Administrative Order 6-1, shall govern or Florida Statues, whichever is more restrictive. Page 3 M P054/U PWP 2015/M GP FY 2015 M i ami I nterl ocal Agreement Rev 12-17-2014 Miami shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by Miami in conjunction with this Agreement. Failure by Miami to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the MPO Director. ARTICLE 9.00: Miami shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance or work under this contract. SUB ARTICLE 9.10: On January 4, 2011, Governor Rick Scott signed Executive Order Number 11-02 relating to verification of employment status (the "Order"). The Order directs all agencies under the direction of the Governor to include as a condition of all state contracts a requirement that the contracting party utilize the U.S. E-Verify system to "verify the employment of: (a) all persons employed during the contract term by the contractor to perform work pursuant to the contract with the state agency". Miami agrees to comply with the requirements of the Order and execute Exhibit "D". ARTICLE 10.00: The MPO agrees to pay Miami compensation as per Article 16.00 of this Agreement and Exhibits "A", "B" and "C", attached hereto and made a part hereof, ARTICLE 11.00: The MPO Director may terminate this Agreement in whole or in part at any time the interest of the MPO requires such termination. SUB ARTICLE 11.10: If the MPO Director determines that the performance of Miami is not satisfactory, the MPO Director shall have the option of (a) immediately terminating the Agreement or (b) notifying Miami of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time. Page 4 M P054/U FWP 2015/M GP FY 2015 Miami I nterl ocal Agreement Rev 12-17-2014 SUB ARTICLE 11.20: If the MPO Director requires termination of the Agreement for reasons other than unsatisfactory performance of Miami, the MPO Director shall notify Miami of such termination, with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. SUB -ARTICLE 11.30: If the Agreement is terminated before performance is completed, Miami shall be paid for the work satisfactorily performed. Payment is not to exceed the prorated amount of the total share of the project costs to be paid by MPO as provided in Article 16.00 agreement amount based on work satisfactorily completed. Such determination shall be based and calculated upon a percentage allocation of total project cost, by major Task Group. ARTICLE 12.00: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. ARTICLE 13.00: Miami warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Miami, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. It is understood and agreed that the terns "fee" shall also include brokerage fee, however denoted. SUB ARTICLE 13.10: For the breach or violation of Article 13.00, the MPO Director shall have the right to terminate this Agreement without liability, and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. ARTICLE 14.00: Miami agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Page 5 MP054/UPWP 2015/MGP FY 2015 Miami Interlocal Agreement Rev 12-17-2014 Agreement, or any particulars thereof, during the period of this Agreement, without first notifying the MPO Director or his designee and securing its consent. Miami also agrees that it shall not copyright or patent any of the data and/or information furnished in compliance with this Agreement, it being understood that, under Article 8.00 hereof, such data or information is the property of the MPO. This Section shall not be construed to limit or restrict public access to documents, papers, letters or other material pursuant to Article 8.10 of this Agreement. ARTICLE 15.00: The MPO shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money shall be paid on such contract. ARTICLE 16.00: Payment of project costs - It is mutually agreed and understood that the Project Costs shall be as provided in Exhibit C. MPO shall pay Miami 2/3 of such Project Costs. Miami shall be responsible for the remaining Costs. Miami shall invoice MPO quarterly for MPO's share of Project Costs in a format acceptable to the MPO Director or his designee and shall be paid therefore on a percentage of completion basis for each Task described in the Notice - to -Proceed executed in accordance with Article 2.00. Miami shall invoice 100% of the MPO' s share of the Project Cost upon completion of all Task Orders, as indicated under Exhibit "A". The total compensation to be paid by the MPO to Miami hereunder shall not exceed $40,000. SUB ARTICLE 16.10: By executing this agreement Miami commits to fund the 1/3 local share minimum of this agreement as specified in Exhibit C. SUB ARTICLE 16.20: It is agreed that said compensation provided in Article 16.00 hereof shall be adjusted to exclude any significant sums where the WO Director shall determine that reported costs by Miami reflect inaccurate, incomplete or non -current costs. All such adjustments shall be made within 60 days following the end of the Agreement. For purpose of this Agreement, the end of the Agreement shall be deemed to be the date of final billing or acceptance of the work by the MPO Director or his designee, whichever is later. Page 6 MP054/UPWP2015/MGPFY 2015 Miami Interlocal Agreement Rev 12-17-2014 ARTICLE 17.00: Standards of Conduct - Conflict of Interest - Miami covenants and agrees that it and its employees shall be bound by the standards of conduct provided in Florida Statutes 112.313 as it relates to work performed under this Agreement, which standards will be referred and made a part of this Agreement as though set forth in full. Miami agrees to incorporate the provisions of this article in any subcontract into which it might enter with reference to the work performed. ARTICLE 18.00: The MPO Director reserves the right to cancel and terminate this Agreement in the event Miami or any employee, servant, or agent of Miami is indicted or has direct information issued against him for any crime arising out of or in conjunction with any work being performed by Miami for or on behalf of the MPO, without penalty. It is understood and agreed that in the event of such termination, all tracings, plans, specifications, maps, and data prepared or obtained under this Agreement shall immediately be turned over to the MPO Director in conformity with the provisions of Article 8.00 hereof. Miami shall be compensated for its services rendered up to the time of any such termination in accordance with Article 11.00 hereof. ARTICLE 19.00: To the extent peinuitted by law, and subject to the limitations included within Florida Statutes Section 768.28, Miami shall indemnify and save harmless the MPO from any and all claims, liability, losses and causes of action arising out of Miami' negligence or other wrongful acts in the performance of this agreement. However, nothing herein shall be deemed to indemnify the MPO for any liability or claims arising out of the negligence, performance, or lack of performance of the MPO. To the extent permitted by law, and subject to the limitations included within Florida Statutes Section 768.28, the MPO shall indemnify and save harmless Miami from any and all claims, liability, losses and causes of action arising out of the MPO's negligence or other wrongful acts in the performance of this agreement. However, nothing herein shall be deemed to indemnify Miami for any liability or claims arising out to the negligence, performance, or lack of performance of Miami. Page 7 M P054/U PWP 2015/M GP FY 2015 Miami Interlace] Agreement Rev 12-17-2014 ARTICLE 20.00: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. ARTICLE 21.00: Attachments: Exhibit Al,"Scope of Services Exhibit "B", Project Schedule Exhibit "C", Project Budget Exhibit "D", E-Verify Certification No alteration, change or modification of the terms of this Agreement shall be valid unless made in writing, signed by both parties hereto, and approved by the Governing Board of the Metropolitan Planning Organization. This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida and venue shall be in Miami -Dade County, Florida. IN WITNESS WHEREOF, the parties hereto have executed these presents this day of , 2014. FOR MIAMI: By: Print Naine Miami Authorized Representative By: Print Name Miami Project Manager FOR MIAMI-DADE MPO: ATTEST: Miami -Dade MPO Clerk of the Board By: By: Irma San Roman, Executive Director Zainab Salim Date: Date: Approved as to Form and Legal Sufficiency By: Assistant County Attorney Date: Page 8 MP054/UPWP 2015/M GP FY 2015 Miami InterlQuit Agreement Rev 12-17-2014 Exhibit "A": "Scope of Services" Page 9 MP054/UPWP2015/MGPFY 2015 Miami Interlocal Agreement Red 12-17-2014 Exhibit "B": "Tentative Project Schedule" Page 10 MPO54/UPWP 2015/MGP FY 2015 Miami Interlocal Agreement Rev 12-17-2014 Exhibit "C": "Project Cost" Page 11 MPO54/UPWP 2015/MGP FY 2015 Miami Interlocal Agreement Rev 12-17-2014 Exhibit "D": "E-Verify" STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION E-VERIFY 375-040-68 PROCUREMENT 01/11 Contract No: A5117 Financial Project No(s): 427605, 0021052 Project Description: FY 2015 Unified Planning Work Program Task 8.6 Municipal Grant Program Vendor/Consultant Miami acknowledges and agrees to the following: Vendor/Consultant Miami shall utilize the U.S. Department of Homeland Security's E- Verify system, in accordance with the terms governing use of the system, to confirm the employment eligibility of; 1. all persons employed by the Vendor/Consultant Miami during the term of the Contract to perform employment duties within Florida; and 2. all persons, including subcontractors, assigned by the Vendor/Consultant Miami to perform work pursuant to the contract with the Department. Company/Firm: Miami Authorized Signature: Title: Date: Page 12 MP054/UPWP 2015/MGP FY 2015 Miami Interlace] Agreement Rear 12-17-2014