HomeMy WebLinkAboutExhibit - MOUMEMORANDUM OF UNDERSTANDING
AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA, THROUGH ITS OFFICE OF CAPITAL
IMPROVEMENTS, AND THE MIAMI DOWNTOWN DEVELOPMENT AUTHORITY, REGARDING
THE FLAGLER STREET RECONSTRUCTION & BEAUTIFICATION PROJECT
THIS MEMORANDUM OF UNDERSTANDING (hereinafter referred to as "MOU" or
"Agreement") is entered into this day of , 2017 ("Effective Date") by and
between the MIAMI DOWNTOWN DEVELOPMENT AUTHORITY (hereinafter "DDA") and the CITY
OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida
("hereinafter the "City"), through its Office of Capital Improvements (hereinafter "OCI"). The
DDA and City may hereinafter be individually referred to as "Party," or collectively as "Parties."
RECITALS
WHEREAS, in June 2011 the DDA initiated the Flagler Street Reconstruction &
Beautification Project pursuant to the Downtown Master Plan, which envisions restoring Flagler
Street to its historic role as downtown's pedestrian -oriented main street ("Project" or
"Improvements"); and
WHEREAS, the DDA worked with the City of Miami to guide the design of the
Improvements, which led to the creation of a special assessment district; and
WHEREAS, such special assessment district raised $1,000.000.00, and secured a further
$6,000.000.00 contribution of Miami -Dade County funds for construction of the Improvements;
and
WHEREAS, the City completed the funding with a matching $6,000.000.00 contribution
per Resolution R-14-0346; and
WHEREAS, in February 2015 the City solicited the third and final bid for the construction
of the Improvements, as well as oversight of the construction process; and
WHEREAS, the City thereafter executed agreements with contractor F.H. Paschen
("FHP") to construct the Improvements, A&P Consulting Transportation Engineers, Corp.
("APCTE") to oversee the construction, and with MRG Consulting ("MRG") to manage the
involved public information and outreach; and
WHEREAS, the DDA and the City believe that the timeliness of the Improvements, the
minimization of disruption to Flagler Street property and business owners, and the
communication with the stakeholders will be enhanced by greater participation by the DDA,
including participation in meetings and contacts with contractors, field visits and constant
public informational outreach;
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Therefore, the DDA and the City agree to the following:
The DDA will cooperate in good faith with thc City's s Office of Capital Improvements (OCI),
in consultation with the DDA, shall manage and oversee in allowable activities related to the
Improvements/Flagler Street Reconstruction & Beautification Project, which will include but shall
not be limited to the following:
- Miami DDA staff attendance in any/all management meetings or conference calls related
to the Improvements/Flagler Street Reconstruction Beautification Project with the
contractor related to the Improvements.
- The Miami DDA will be copied on all City -generated or received correspondence and
reports related to the Improvements/Flagler Street Reconstruction & Beautification
Project including but not limited to between FHP, and the City, and any other public
agency related to thc project.
- The City shall be copied on all DDA correspondence generated or received related to the
Project
- The City will consult with the DDA to get a non binding opinion before any substantial
project decisions is —are made in relation to the Improvements/Flagler Street
Reconstruction & Beautification Project or legal notice issued in relation to thc
improvements.
The DDA may retain and compensate a full-time construction and engineering professional,
known as an "Owner's Representative," at its sole cost and expense, who may be present daily
on the site of the Improvements, tasked with providing oversight to the DDA and reporting to
the Miami DDA. The Owners Representative will report directly to the Miami DDA and the
Flagler Street Task Force ("FSTF"). The DDA, FSTF, and/or Owner's Representative shall, at no
time, direct or instruct FHP or its subcontractors. Any project related requests from the FSTF,
DDA or the Owners Representative shall be coordinated through the City's OCI.
Appointed DDA staff will continue in their roles as the DDA's liaison to the Project and continue
to interact with the City of Miami CIP construction team and the FSTF.
The City shall pay the DDA sixty-five thousand dollars ($65,000.00) yearly, beginning on the
effective date of this agreement, so the DDA may retain and manage the Public Information
Officer ("PIO") position and all the responsibilities that position entails, until completion of the
Project; and be proactive in keeping the community and local businesses aware of the status and
traffic impacts associated with the Improvements.
The PIO's responsibilities shall include but not be limited to:
1. Provide outreach to the businesses in the surrounding area affected by the project
(i.e. construction timelines, addressing any concerns or questions that may arise)
2. Maintain and update existing Flagler Street website with relevant and current
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information to include construction updates and progress for the public and post any
lane closures on the website and coordinate with relevant city/county agencies.
3. Provide Public Information Services and be proactive in keeping the community
aware of the status and traffic impacts of the referenced project. With approval from
the Department's designee, prepare and disseminate information to the public,
elected officials and the media of any upcoming events, which will affect traffic flow.
Produce and distribute all publications (letters, flyers, brochures and news releases)
necessary for this contract. Prior to release, the Department's designee will approve
all responses, letters, news releases and the like. Provide timely, professional
responses to project inquiries including emails, telephone calls, etc.
4. Coordinate general public information meetings, open houses, community meetings
as necessary. Assists with events i.e. badges, informational publications, staffing of
information tables.
5. Prepare and submit a weekly construction update to the subscriber list on the
website (typically every Monday morning). Provide a copy to Miami DDA supervisor
and the Flagler Street Task Force.
6. Assists in the preparation of Flagler Street Task Force meetings and attends all
meetings related to the project (i.e. construction meetings, city meetings, utility
coordination meetings and Miami DDA meetings as necessary).
7. Maintain photography of construction progress throughout the length of the project.
These photographs will be filed and maintained on the Miami DDA's filing system.
- The DDA will continue to cover the costs for the PIO office: monthly rent, utilities, and
Internet.
All notices required pursuant to this Agreement shall be in writing and shall be delivered
by hand or by United States Postal Service, certified mail service, postage prepaid, return receipt
requested, addressed to the following addressees of record:
CITY OF MIAMI:
CITY OF MIAMI CITY MANAGER
444 SW 2nd Avenue, 9th Floor
Miami, FI. 33130-1910
Attn: Daniel J. Alfonso, City Manager
WITH COPIES TO:
OFFICE OF CAPITAL IMPROVEMENTS
444 SW 2ND Avenue, 8th Floor
Miami, FI. 33130-1910
Attn: Jeovanny Rodriguez, Director
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CITY ATTORNEY'S OFFICE
444 SW 2nd Avenue, 9th Floor
Miami, FI. 33130-1910
Attn: Victoria Mendez, City Attorney
MIAMI DOWNTOWN DEVELOPMENT AUTHORITY:
200 South Biscayne Boulevard, Suite 2929
Miami, FI. 33131
Attn: Alyce Robertson, Executive Director
The term of this Agreement shall begin on the Effective Date, and expire at the completion
of the Improvements, as decided by OCI, subject to the termination clauses contained herein.
Either Party may terminate this Agreement for convenience, upon thirty (30) days written
notice, with no further action being necessary.
Either Party may terminate this Agreement for caus- based upon the failure of one Party
to comply with any/all term contained herein. The non -breaching Party shall provide ten (10)
days written notice to the breaching Party, notifying such Party of the apparent breach, and the
breaching Party shall have ten (10) days to cure such prior to the non -breaching Party having the
ability to terminate for cause hereunder. There shall be no further legal or administrative
recourse from such termination.
Florida law will apply to the interpretation of this Agreement. Venue shall be in Miami -
Dade County, Florida.
This Agreement incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to 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. Any amendments to or waivers of the
provisions herein shall be made by the Parties in writing.
If a dispute arises between the Parties, the Parties shall utilize good faith efforts to
address the dispute. If DDA and City staff cannot resolve the dispute, the Executive Director of
the DDA and the City Manager shall cooperate directly to attempt to resolve such dispute. lithe
dispute is then unable to be resolved, the Parties hereby agree that the matter will be presented
to the City Commission at the next available City Commission meeting. The decision of the City
Commission shall be the final.
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The City and DDA hereby mutually agree and waive any/all conflicts of interest, potential
and/or alleged, that the City's Office of the City Attorney may have in relation to the review and
approval, as to legal form and correctness, of this Agreement.
The parties have caused this Agreement to be signed by their duly authorized
representatives as of the date set forth above.
CITY OF MIAMI
MIAMI DOWNTOWN DEVELOPMENT AUTHORITY
By: By:
Daniel Alfonso, City Manager
Alyce Robertson, Executive Director
ATTEST: ATTEST:
By:
Todd Hannon, City Clerk
APPROVED AS TO LEGAL FORM
AND SUFFICIENCY:
By:
Victoria Mendez, City Attorney
By:
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