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HomeMy WebLinkAboutExhibit B-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. JOINT PARTICIPATION AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI FOR THE SHENANDOAH NEIGHBORHOOD ROADWAY PHASE A AND B ROADWAY RESURFACING PROJECTS This JOINT PARTICIPATION AGREEMENT (this "Agreement") is made and entered this day of , 2018 (hereinafter. the "Effective Date"), by and between Miami -Dade County, a political subdivision of the State of Florida (hereinafter refen-ed to as the "COUNTY") and the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY" and collectively with the COUNTY, the "Parties"). WHEREAS, the COUNTY through its Water and Sewer Department ("WASD") operates and maintains existing water and sewer facilities; and WHEREAS, WASD is currently upgrading its water and sewer facilities located in the City of Miami bounded by S.W. 17 Avenue, S.W. 27 Avenue, S.W. 8 Street and 22 Street (Shenandoah Area) which includes replacing water mains and service conversions and replacing gravity sewer mains and laterals within Project Number DB13-WASD-03 and DB13-WASD-04 (Phase A and B of Shenandoah Projects); and WHEREAS. the scope of work for Phase A and B of Shenandoah. Projects includes removal of existing pavement and sod, milling and resurfacing of existing asphalt pavement where utility work is being performed; and WHEREAS, the City of Miami ("CITY") requested that the COUNTY incorporate into the Contract certain roadway improvements within the CITY's jurisdiction in the Shenandoah neighborhood located within Phase A and 13 to be funded by the CITY (see letter attached as Exhibit "A"); and WHEREAS, per the CITY'S request WASD will construct on behalf of the CITY the roadway improvements which include milling. resurfacing and crown reconstruction of the roadways within the boundaries of the Shenandoah Neighborhood located within Phase A and B of Shenandoah Projects; and WHEREAS, the CITY and COUNTY deem it to be in the public's best interest to include the CITY Project, as requested by the CITY, in the COUNTY'S design -build contract under Project No. DB 13-WASD-03; Contact No. I4RMCFO01 with Ric -Man Construction of Florida, Inc., and Project No. DB 13-WASD-t14; Contract No. 14LCCF0O1 with Lanza Construction Co., Florida (hereinafter referred to as "DESIGN -BUILDER" proposed for the CITY Project); WHEREAS, performing the roadway resurfacing improvements together with the water and sewer utility work is more efficient and will minimize the impact of the work on the residents; and Page 1 of 9 C.--,7:)41161 4- .L)1E) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHEREAS, the DESIGN -BUILDERS currently working in the Shenandoah Neighborhood are uniquely qualified to undertake the roadway improvements because they are currently under contract with the COUNTY performing water and sewer improvements in the area. NOW, THEREFORE, it is mutually agreed as follows: 1. COUNTY RESPONSIBILITIES: 1.1. SCOPE OF WORK: The DESIGN -BUILDER shall complete the scope of services as described below: • Impacted Roadways (roadways where the County has performed utility work under Phase A and B of the Shenandoah Projects are illustrated by the blue roads on Exhibit B (hereinafter referred to as the `'Blue Roads"). The scope of work consists of implementing an additional asphalt leveling course as needed in excess of the standard one -inch overlay to properly crown the roadways and where drainage exists to properly slope roadways to drains. • Un-impacted Roadways (roadways where the County has not performed utility work under Phase A and B of Shenandoah Projects, are illustrated by the pink roads on Exhibit B (hereinafter referred to as the "Pink Roads"), The scope of work consists of resurfacing from edge to edge of pavement as needed to include milling, leveling and additional overlay to properly crown the roadways and where drainage exists to properly slope roadways to drains and install all pedestrian curb ramps in compliance with the Americans with Disabilities Act. The CITY Project will cover the work for the Blue Roads and the Pink Roads. subject to the terms. conditions and limitations set forth in this Agreement. 1.2. PERMITS AND APPROVALS: The DESIGN -BUILDER shall obtain all necessary permits. and utility adjustments; and coordinate the review of construction documents by utilities and permitting agencies. The DESIGN -BUILDER shall make all necessary adjustments as required for approval and/or permitting by those agencies. The COUNTY and the CITY shall assist the DESIGN -BUILDER to obtain all necessary permits, and utility adjustments for the CITY Project in accordance with applicable state, federal and local laws and ordinances. The CITY shall pay for all resurfacing related permits required to commence and complete the CITY Project. The COUNTY shall not pay for any permits required for the CITY Project. The COi NTY sh.a!1 r n bufse the CITY for ed ameufit-s-fer-peniiitting4ees-as-clesc-r-i-bed-ift-agaehed-Exhibit-E. 1.3. PUBLIC INFORMATION AND INVOLVEMENT: The CITY will implement a Public Involvement Plan (PIP) during the construction of the CITY Project to provide information to property owners, tenants, and area residents, including but not Iimited to: public meetings. CITY Project documentation and flyers, and business signs. The CITY will conduct an appropriate investigation of the CITY Project stakeholders and it shall be used to develop the goals and objectives to implement the PIP. The COUNTY and the Page 2 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESIGN -BUILDER shall provide Maintenance of Traffic devices, directional parking signs, and schedules for major work to be performed in the area. The CITY Project shall comply with the process and guidelines for the preparation and implementation of PIPS as established by Implementing Order 10-13. 1.4. PUBLICITY: By acceptance of these funds, the COUNTY agrees that the Project 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 stationary. The use ofthe official CITY logo is permissible for the publicity purposes stated herein. The COUNTY shall submit sample or mockup 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 its funding source. 1.5. ACCOUNTING: The COUNTY shall always maintain separate accounting for the costs of the CITY Project so those costs may be independently verified and audited by the CITY, at the request and cost of the CITY. The COUNTY agrees to pennit the CITY auditors to inspect the books, records, and accounts of the CITY Project for three (3) years after completion of the CITY Project. Those records shall be made available to the CITY for inspection within five (5) business days upon written receipt ofa written request from the CITY. 1.6. CONSTRUCTION: Subject to approval or ratification by the Board of County Commissioners in accordance with applicable Florida Statutes, Horne Rule Charter and Code of Miami -Dade County, the COUNTY shall incorporate the scope of services for the CITY Project through amendments to the existing design -build contracts for Project No. DB13-WASD-03: Contract No. 14RMCF001 and Project No. DB13-WASD-04; Contract No. 14LCCF001. The amended design -build contracts shall require the DESIGN -BUILDER to provide a payment and performance bond for the CITY Project naming the COUNTY and CITY as joint obligees. The design -build contracts shall contain a contingency amount to address unforeseen conditions and owner required changes which shall not exceed ten percent (10%) of the base amount of the CITY Project. unless otherwise approved by designated representatives ofthe COUNTY and CITY. The COUNTY shall also require the DESIGN -BUILDERS to provide warranties to the CITY and COUNTY for the CITY Project work. Page 3 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 1.7. CLAIMS: The COUNTY shall notify the CITY Public Works Department Director in writing when claims arise. The COUNTY shall also invite the CITY to participate in negotiations of these claims. The CITY shall review and make a determination or approval of all amendments or supplemental agreements, permits, modifications of plans, or other requests for approvals submitted by the COUNTY within five (5) days of receipt. I.S. CONSTRUCTION ADMINISTRATION AND INSPECTION: The COUNTY shall exercise all responsibilities of the owner under the design -build construction contract, including administration and overall inspections. The CITY shall pay the COUNTY a fee of one percent (1%) of the estimated cost of construction of the CITY Project for construction administration, construction inspection and construction management for the impacted and un-impacted areas as depicted in Exhibit B. Final payment to the COUNTY and obligation of maintenance responsibility to the Parties shall be subject to the final acceptance of the Project by the CITY. 1.9. MAINTENANCE: The CITY shall be solely responsible for the operation and maintenance ofthe CITY Project upon construction completion of the CITY Project which includes all roadways within the Shenandoah Area. 1.10. COORDINATION WITH MIAMI-DADE COUNTY PUBLIC SCHOOLS: Schools have been identified as being in close proximity to the construction of the CITY Project. Due to potential safety, operational and bus transportation impacts, the COUNTY and CITY shall coordinate with Miami -Dade County Public Schools staff to implement maintenance of traffic measures. 2. CITY RESPONSIBILITY: 2.1, FUNDING AMOUNT, REIMBURSEMENT OF PROJECT COSTS: The CITY Project is currently estimated at three million dollars ($3.000.00 ,00) (this amount includes ten percent (10%) contingency and dedicated allowances) as shown in Exhibit "C'', attached hereto and by this reference made a part of this Agreement. The CITY shall pay the COUNTY one hundred percent (100%) of the final cost of all contract items related to the CITY Project. The CITY shall disburse to the COUNTY the funds for the City Project in the form of a lump sum payment upon Substantial Completion which is defined as all Blue and Pink roads being open to vehicular traffic. No County funds shall be used for the CITY Project. 2.2. COUNTY AUTHORIZATIONS REQUIRED: The CITY acknowledges and agrees that this Agreement shall become effective upon execution ofthe Mayor, subject to ratification of the Board of County Commissioners. The CITY acknowledges and agrees that commencement or performance of any work relating to the Pink Roads shall be expressly conditioned upon the Board of County Commissioners approval of a waiver of competitive bids relating to the performance of the work by the two existing. County contractors. It is expressly agreed that the County may commence and perform the work on the Blue Roads, Page 4 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. and the CITY agrees to reimburse any such work in accordance with the terms of this Agreement. The CITY acknowledges that there are no assurances that the Board of County Commissioners will approve the bid waiver relating to the Pink Roads. The County shall notify the CITY when and if the Board of County Commissioners has approved the bid waiver, whereupon the County shall be authorized and required to perform the work on the Pink Roads as provided in this Agreement. The CITY hereby releases and indemnifies the County from and against any claim relating to the County's performance of any work under this Agreement prior to the County obtaining the necessary bid waiver. 2.3. PROJECT COST ADJUSTMENTS: The amount funded by the CITY is based on the current estimated costs of the CITY Project. The Parties recognize that adjustments to the above -referenced cost, may be required in the future. and that at the option of the Parties, amendments may be entered to revise the funds available for the CITY Project. Provided that there is no increase in the amount of the CITY funds required as stated in Section 2.1. approved for the CITY Project, amendments may be executed by the CITY Manager and the County Mayor or the County Mayor's designee without the need for approval by the CITY Commission and Board of County Commissioners. Otherwise further funding commitments shall be subject to the approvals of the Parties respective governing boards. The CITY shall be responsible to review and approve design plans, specifications, pernnits and cost estimates for a complete CITY Project, 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 CITY Project 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 the Agreement, eligible costs are further defined as those pertaining to the construction of CITY Project elements that are the standards items normally provided for by the COUNTY in CITY roadway construction projects, and not enhancement of standard items, The COUNTY shall not be assumed to be liable to provide reimbursement for the construction or maintenance of such items that do not conform to this Section of the Agreement. 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 CITY Project. The Parties shall not unlawfully discriminate in the perforrnance of their respective duties under this Agreement. 5. ❑EFAULT: If either the CITY or the COUNTY fails to perform its obligations under this Agreement, the non -defaulting Party shall be entitled to reimbursement in full of all documented costs it has expended in connection with the CITY Project. Further, any payments that have been made as of the date of default by the non -defaulting Party, including all Contingency/Allowance Funds and deposits, shall be refunded in full. Page 5 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 6. FORCE MAJEURE: Neither the COUNTY nor the CITY shall be liable for any consequences caused by force majeure, inevitable accident or occurrence or cause beyond the reasonable control of the COUNTY or the CITY and such an act shall not constitute a breach of this Agreement on the part of the COUNTY or the CITY_ Additionally, neither the COUNTY nor the CITY shall be liable to the other entity, its agents, its inhabitants or its customers for any damage resulting from such act or its consequences. As used herein, force majeure shall mean an act of God. which includes but is not limited to: sudden, unexpected or extraordinary forces of nature such as floods, washouts, storms, hurricanes, fires, earthquakes. landslides, epidemics, explosions or other forces of nature. Inevitable accidents or occurrences shall mean those which are unpreventable by the COUNTY or the CITY and shall include but not be limited to: strikes;. lockouts; other industrial disturbances; wars; blockages; acts of terrorism; insurrections; riots; federal, state county and local governmental restrictions, regulations. and restraints: military action; civil disturbances; explosions; and conditions in federal. state, county and local permits. 7. INDEMNIFICATION: 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 728.28, 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 negligence or breach of contract. 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 in Section 728.28, 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. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the COUNTY for its negligence or breach of contract. In the event of breach or non-performance by the contractor performing the work, the COUNTY shall, upon written request by the CITY. assign to the CITY any and all of its right under the affected contract for purpose of the CITY'S prosecution of claims, actions or causes of action resulting from such breach or non-performance unless the COUNTY, at its option, pursues such claims, actions or causes of action through administrative proceeding or litigation. 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) businesses days of receipt. 8. DISPUTE RESOLUTION, APPLICABLE LAW: The COUNTY and the CITY 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 Page 6 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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. Each party will bear its own attorneys- fees and costs. 9. TERMINATION OF AGREEMENT: Either Party may terminate this Agreement with or without cause at any time for convenience upon thirty (30) calendar days prior written notice to the other Party. In the event the CITY terminates this Agreement, CITY shall reimburse the COUNTY for all costs incurred by the COUNTY for this CITY Project. 10. DURATION OF AGREEMENT: The CITY Project is expected to be completed by May 22. 2018. However. this Agreement shall terminate when the CITY Project is completed and the COUNTY has been reimbursed for the actual costs of the CITY Project as specified in this Agreement. 11. ENTIRE AGREEMENT. AMENDMENTS: This document incorporates and includes all prior negotiations, correspondence, conversations. agreements and understandings applicable to the hatters 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 terrns 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. 12. ASSIGNMENT: This Agreement shall not be assigned, transferred or otherwise conveyed to any other Party without the express written consent of the COUNTY. 13. NO THIRD PARTY BENEFICIARIES: Neither the COUNTY nor the CITY intends to directly nor substantially benefit any third party by this Agreement. Therefore, the Parties agree that there are no third party beneficiaries to this Agreement and no third party shall be entitled to assert a claim against either of them based upon this Agreement. 14. 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 on this provision shall be made within seven (7) business days after the finding by the court become final. 15. NOTICES: All notices required pursuant to the terms hereof may be sent by first class United States Mail, facsimile transmission, electronic mail, hand delivery or overnight delivery and shall be deemed to have been received by the end of five (5) business days from the proper Page 7 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. sending thereof unless proof of prior actual receipt is provided. The Parties shall have a continuing obligation to keep one another apprised of the appropriate persons for notices to be sent to pursuant to this Agreement. Unless otherwise notified in writing, notices shall be sent to the following addresses: 1) If to the COUNTY: Miami -Dade Water and Sewer Department Attn: Director 3071 S.W. 38 Avenue, 5 Floor Miami, Florida 33146 With a copy to: Attn: Rena Chen, Senior Professional Engineer WASD Engineering and Construction 3501 N.W. 46 Street Miami, Florida 33142 2) If to the CITY: CITY of Miami Attn: Jeovanny Rodriguez. P.E., Director Office of Capital Improvements 444 S.W. 2" `� Avenue, 8 Floor Miami, Florida 33130 With a copy to Attn: Wendy Jaratnillo, Special Projects Coordinator Office of Capital Improvements 444 S.W. 2' Avenue, 8 Floor Miami, Florida 33130 (The rest of this page is intentionally left blank) Page 8 of 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. ATTEST: HARVEY RUVIN CLERK OF THE BOARD MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS BY: BY: Deputy Clerk County Mayor 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: City Clerk City Manager (Affix City Seal) Approved by City Attorney Approved as to Insurance Requirements as to farm and legal sufficiency City Attorney Risk Management Director Page 9 of 9 SUBSTITUTED JOINT PARTICIPATION AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI FOR THE SHENANDOAH NEIGHBORHOOD ROADWAY PHASE A AND B ROADWAY RESURFACING PROJECTS This JOINT PARTICIPATION AGREEMENT (this "Agreement" s made and entered this day of , 2018 (hereinafter, the " fective Date"), by and between Miami -Dade County, a political subdivision of the State of F rida (hereinafter referred to as the "COUNTY") and the City of Miami, a municipal corporion of the State of Florida (hereinafter referred to as the "CITY" and collectively with the C • TY, the "Parties"). WHEREAS, the COUNTY through its Water and Sew: Department ("WASD") operates and maintains existing water and sewer facilities; and WHEREAS, WASD is currently upgrading its wa r and sewer facilities located in the City of Miami bounded by S.W. 17 Avenue, S.W. 27 Aven S.W. 8 Street and 22 Street (Shenandoah Area) which includes replacing water mains and se ice conversions and replacing gravity sewer mains and laterals within Project Number DB13- ASD-03 and DB13-WASD-04 (Phase A and B of Shenandoah Projects); and WHEREAS, the scope of work for P . . se A and B of Shenandoah Projects includes removal of existing pavement and sod, milling an resurfacing of existing asphalt pavement where utility work is being performed; and WHEREAS, the City of Mi. i ("CITY") requested that the COUNTY incorporate into the Contract certain roadway improvem is within the CITY's jurisdiction in the Shenandoah neighborhood located within Phase A and B to b: unded by the CITY (see letter attached as Exhibit "A"); and WHEREAS, per the CITY' S request WASD will construct on behalf of the CITY the roadway improvements hich include milling, resurfacing and crown reconstruction of the roadways within the b • d ndaries of the Shenandoah Neighborhood located within Phase A and B of Shenandoah Proj e ' ' s; and WHERE , the CITY and COUNTY deem it to be in the public's best interest to include the CITY Pro ct, as requested by the CITY, in the COUNTY'S design -build contract under Project No. i :13-WASD-03; Contact No. 14RMCF001 with Ric -Man Construction of Florida, Inc., and : oject No. DB13-WASD-04; Contract No. 14LCCF001 with Lanzo Construction Co., Florida ereinafter referred to as "DESIGN -BUILDER" proposed for the CITY Project); a nd WHEREAS, performing the roadway resurfacing improvements together with the water sewer utility work is more efficient and will minimize the impact of the work on the residents; Page 1 of 9 SUBSTITUTED WHEREAS, the DESIGN -BUILDERS currently working in the Shenandoah Neighborhood are uniquely qualified to undertake the roadway improvements because they a currently under contract with the COUNTY performing water and sewer improvements in the , ea. NOW, THEREFORE, it is mutually agreed as follows: 1. COUNTY RESPONSIBILITIES: 1.1. SCOPE OF WORK: The DESIGN -BUILDER shall complete the scope services as described below: • Impacted Roadways (roadways where the County has perfo ed utility work under Phase A and B of the Shenandoah Projects are illustr. --d by the blue roads on Exhibit B (hereinafter referred to as the "Blue Road ' . The scope of work consists of implementing an additional asphalt leveling •urse as needed in excess to the standard one -inch overlay shall be impleme ' ed to properly crown the roadways and where drainage exists to properly sloe roadways to drain. • Un-impacted Roadways (roadways where th work under Phase A and B of Shenandoa roads on Exhibit B (hereinafter referred work consists of resurfacing from edg milling, leveling and additional overl drainage exists to properly slope r ramps in compliance with the A ericans with Disabilities Act. County has not performed utility rojects, are illustrated by the pink as the "Pink Roads"). The scope of o edge of pavement as needed to include to properly crown the roadways and where dways to drains and install all pedestrian curb The CITY Project will co r the work for the Blue Roads and the Pink Roads, subject to the terms, contons and limitations set forth in this Agreement. 1.2. PERMITS AND APPROV permits, and utility adjus utilities and permittin adjustments as requi and the CITY sh utility adjustme local laws an S: The DESIGN -BUILDER shall obtain all necessary ents; and coordinate the review of construction documents by agencies. The DESIGN -BUILDER shall make all necessary d for approval and/or permitting by those agencies. The COUNTY assist the DESIGN -BUILDER to obtain all necessary permits, and s for the CITY Project in accordance with applicable state, federal and ordinances. The CITY shall pay for all resurfacing related permits required to commen ' e and complete the CITY Project. The COUNTY shall not pay for any permits required 'or the CITY Project. The COUNTY shall reimburse the CITY for any unused amou s for permitting fees as described in attached Exhibit C. 1.3. P .: LIC INFORMATION AND INVOLVEMENT: The CITY will implement a Public nvolvement Plan (PIP) during the construction of the CITY Project to provide information to property owners, tenants, and area residents, including but not limited to: public meetings, CITY Project documentation and flyers, and business signs. The CITY will conduct an appropriate investigation of the CITY Project stakeholders and it shall be used to develop the goals and objectives to implement the PIP. The COUNTY and the Page 2 of 9 SUBSTITUTED DESIGN -BUILDER shall provide Maintenance of Traffic devices, directional parking signs, and schedules for major work to be performed in the area. The CITY Project sh comply with the process and guidelines for the preparation and implementation of PIP: as established by Implementing Order 10-13. 1.4. PUBLICITY: By acceptance of these funds, the COUNTY agrees that e Project elements funded by this Agreement shall recognize and adequately referenc: he CITY as a funding source. The COUNTY shall ensure that all publicity, p •lic relations, advertisements, and signs recognizes and references the CITY for e support of all contracted activities. This is to include, but is not limited to, all pos d signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers, brochures news releases, media packages, promotions and stationary. The use of the official CI logo is permissible for the publicity purposes stated herein. The COUNTY shall s mit sample or mockup of such publicity or materials to the CITY for review and a, droval. The COUNTY shall ensure that all media representatives, when inquiring aly, t the activities funded by this Agreement, are informed that the CITY is its funding urce. 1.5. ACCOUNTING: The COUNTY shall always m tain separate accounting for the costs of the CITY Project so those costs may be indep:. dently verified and audited by the CITY, at the request and cost of the CITY. The CO TY agrees to permit the CITY auditors to inspect the books, records, and accounts %; the CITY Project for three (3) years after completion of the CITY Project. Those . ecords shall be made available to the CITY for inspection within five (5) business da : upon written receipt of a written request from the CITY. 1.6. CONSTRUCTION: Subject • approval or ratification by the Board of County Commissioners in accordan with applicable Florida Statutes, Home Rule Charter and Code of Miami -Dade Co ty, the COUNTY shall incorporate the scope of services for the CITY Project throu, amendments to the existing design -build contracts for Project No. DB13-WASD-0 , Contract No. 14RMCF001 and Project No. DB13-WASD-04; Contract No. 14L ' CF001. The amended design -build contracts shall require the DESIGN-BUIL I R to provide a payment and performance bond for the CITY Project naming the C r TY and CITY as joint obligees. The design -build contracts shall contain a c• tingency amount to address unforeseen conditions and owner required changes . ich shall not exceed ten percent (10%) of the base amount of the CITY Project, unless • erwise approved by designated representatives of the COUNTY and CITY. The CO I TY shall also require the DESIGN -BUILDERS to provide warranties to the CITY an . COUNTY for the CITY Project work. Page 3 of 9 SUBSTITUTED 1.7. CLAIMS: The COUNTY shall notify the CITY Public Works Department Director in writing when claims arise. The COUNTY shall also invite the CITY to participate i negotiations of these claims. The CITY shall review and make a determination or appro .1 of all amendments or supplemental agreements, permits, modifications of plans, or , her requests for approvals submitted by the COUNTY within five (5) days of receipt. 1.8. CONSTRUCTION ADMINISTRATION AND INSPECTION: The CO ; TY shall exercise all responsibilities of the owner under the design -build constru- ion contract, including administration and overall inspections. The CITY shall pay the " OUNTY a fee of one percent (1%) of the estimated cost of construction of the ITY Project for construction administration, construction inspection and constructio management for the unimpacted areas as depicted in Exhibit B. Final payment to the of maintenance responsibility to the Parties shall be subject to Project by the CITY. 1.9. MAINTENANCE: The CITY shall be solely res maintenance of the CITY Project upon construction c includes all roadways within the Shenandoah Area UNTY and obligation e final acceptance of the nsible for the operation and pletion of the CITY Proj ect which 1.10. COORDINATION WITH MIAMI-DADE CO . TY PUBLIC SCHOOLS: Schools have been identified as being in close proximity . the construction of the CITY Project. Due to potential safety, operational and bus trsportation impacts, the COUNTY and CITY shall coordinate with Miami -Dade Cou r y Public Schools staff to implement maintenance of traffic measures. 2. CITY RESPONSIBILITY: 2.1. FUNDING AMOUNT, RE :URSEMENT OF PROJECT COSTS: The CITY Project is currently estimated at t e million dollars ($3,000,000.00) (this amount includes ten percent (10%) continge and dedicated allowances) as shown in Exhibit "C", attached hereto and by this ref- ence made a part of this Agreement. The CITY shall pay the COUNTY one huned percent (100%) of the final cost of all contract items related to the CITY Project. T , CITY shall disburse to the COUNTY the funds for the City Project in the form of a lu - p sum payment upon Substantial Completion which is defined as all Blue and Pink ro.. s being open to vehicular traffic. No funds shall be used for the CITY Proj ect. 2.2. CO ► Y AUTHORIZATIONS REQUIRED: The CITY acknowledges and agrees that thi greement shall become effective upon execution of the Mayor, subject to ratification the Board of County Commissioners. The CITY acknowledges and agrees that commencement or performance of any work relating to the Pink Roads shall be expressly conditioned upon the Board of County Commissioners approval of a waiver of competitive bids relating to the performance of the work by the two existing County contractors. It is expressly agreed that the County may commence and perform the work on the Blue Roads, Page 4 of 9 SUBSTITUTED and the CITY agrees to reimburse any such work in accordance with the terms of this Agreement. The CITY acknowledges that there are no assurances that the Board of Coun Commissioners will approve the bid waiver relating to the Pink Roads. The County all notify the CITY when and if the Board of County Commissioners has approved e bid waiver, whereupon the County shall be authorized and required to perform the ork on the Pink Roads as provided in this Agreement. The CITY hereby releases and demnifies the County from and against any claim relating to the County' s performance, of any work under this Agreement prior to the County obtaining the necessary bid wa 'er. 2.3. PROJECT COST ADJUSTMENTS: The amount funded by the C Y is based on the current estimated costs of the CITY Project. The Parties recogniz- at adjustments to the above -referenced cost, may be required in the future, and that a e option of the Parties, amendments may be entered to revise the funds available for e CITY Project. Provided that there is no increase in the amount of the CITY funds rep ired as stated in Section 2.1, approved for the CITY Project, amendments may be exe ted by the CITY Mayor and the County Mayor or the County Mayor' s designee withou he need for approval by the CITY Commission and Board of County Commissi• ers. Otherwise further funding commitments shall be subject to the approvals of e Parties respective governing boards. The CITY shall be responsible to review and approve design plans, specifications, permits and cost estimates for a complete CITY Proj - t. 3. ELIGIBLE COSTS: The Parties agree that o y the below identified costs that may be incurred by the COUNTY that are directly related • the CITY Project are eligible for reimbursement, provided adequate documentation acc• panies the reimbursement request in the form of approved invoices, verified payme requests, documented journal entries, and/or check vouchers. For purposes of the Agr: ment, eligible costs are further defined as those pertaining to the construction of CITY Pro -ct elements that are the standards items normally provided for by the COUNTY in CITY • adway construction projects, and not enhancement of standard items. The COUNTY sha not be assumed to be liable to provide reimbursement for the construction or mainten ce of such items that do not conform to this Section of the Agreement. 4. COMPLIANCE TH LAWS: The Parties shall comply with applicable federal, state and local laws, cod- , ordinances, rules and regulations in performing their respective duties, responsibiliti: , and obligations pursuant to this Agreement and with all applicable laws relating to e CITY Project. The Parties shall not unlawfully discriminate in the performance of their rspective duties under this Agreement. 5. DE. ULT: If either the CITY or the COUNTY fails to perform its obligations under this reement, the non -defaulting Party shall be entitled to reimbursement in full of all ocumented costs it has expended in connection with the CITY Project. Further, any payments that have been made as of the date of default by the non -defaulting Party, including all Contingency/Allowance Funds and deposits, shall be refunded in full. Page 5 of 9 SUBSTITUTED 6. FORCE MAJEURE: Neither the COUNTY nor the CITY shall be liable for any consequence caused by force majeure, inevitable accident or occurrence or cause beyond the reason e control of the COUNTY or the CITY and such an act shall not constitute a breach o this Agreement on the part of the COUNTY or the CITY. Additionally, neither the CO Y nor the CITY shall be liable to the other entity, its agents, its inhabitants or its custom:. s for any damage resulting from such act or its consequences. As used herein, force majeu shall mean an act of God, which includes but is not limited to: sudden, unexpected or extra dinary forces of nature such as floods, washouts, storms, hurricanes, fires, earthq es, landslides, epidemics, explosions or other forces of nature. Inevitable accidents or oc rrences shall mean those which are unpreventable by the COUNTY or the CITY and s 1 include but not be limited to: strikes; lockouts; other industrial disturbances; wars; blo ages; acts of terrorism; insurrections; riots; federal, state county and local governmental r:.trictions, regulations, and restraints; military action; civil disturbances; explosions; and onditions in federal, state, county and local permits. 7. INDEMNIFICATION: To the extent authorized by Flo ' , a law, the COUNTY hereby agrees to indemnify, defend, save and hold harmless the C to the extent of all the limitations included in Section 728.28, Florida Statutes, from a claims, demands, liabilities and suits of any nature whatsoever arising out of, because of o due to the breach of this Agreement by the COUNTY, its agents or employees. It is ecifically understood and agreed that this indemnification clause does not cover or indnify the CITY for its negligence or breach of contract. To the extent authorized by Flor . a law, the CITY hereby agrees to indemnify, defend, save and hold harmless the COUN ' to the extent of all the limitations included in Section 728.28, Florida Statutes, from 11 claims, demands, liabilities and suits of any nature whatsoever arising out of, bec agents or employees. It is s does not cover or indemn se of or due to the breach of this Agreement by the CITY, its cifically understood and agreed that this indemnification clause the COUNTY for its negligence or breach of contract. In the event of b ach or non-performance by the contractor performing the work, the COUNTY shall, up written request by the CITY, assign to the CITY any and all of its right under the affecte contract for purpose of the CITY' S prosecution of claims, actions or causes of action resul ' g from such breach or non-performance unless the COUNTY, at its option, pursues suc' claims, actions or causes of action through administrative proceeding or litigation. he COUNTY agrees to cooperate fully with the CITY in the prosecution of any such cl m or action. Any damage recovered by the CITY which is attributable to an expe p iture by the COUNTY shall be returned to the COUNTY by the CITY, within sixty (60) bu 'nesses days of receipt. ISPUTE RESOLUTION, APPLICABLE LAW: The COUNTY and the CITY 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 Page 6 of 9 SUBSTITUTED 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. Each party will bear it own attorneys' fees and costs. 9. TERMINATION OF AGREEMENT: Either Party may terminate this Agreement - ith or without cause at any time for convenience upon thirty (30) calendar days prior wri -n notice to the other Party. In the event the CITY terminates this Agreement, CITY shall r= mburse the COUNTY for all costs incurred by the COUNTY for this CITY Project. 10. DURATION OF AGREEMENT: The CITY Project is expected to be co ' .leted by May 22, 2018. However, this Agreement shall terminate when the CITY Projec s completed and the COUNTY has been reimbursed for the actual costs of the CITY Pr•'ect as specified in this Agreement. 11. ENTIRE AGREEMENT, AMENDMENTS: This documen incorporates and includes all prior negotiations, correspondence, conversations, agreeme ► s and understandings applicable to the matters contained herein and the Parties agre: that there are no commitments, agreements, or understandings concerning the subject atter 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 repre ntations or agreements, whether oral or written. It is further agreed that no modific. on, amendment or alteration in the terms contained herein shall be effective unless set '.rth in writing in accordance with this section. No modification, amendment or alteration ithe terms or conditions contained herein shall be effective unless contained in a written d• ument prepared with the same or similar formality as this Agreement and executed by the arties. 12. ASSIGNMENT: This Agreement . all not be assigned, transferred or otherwise conveyed to any other Party without the exp 'Ass written consent of the COUNTY. 13. NO THIRD PARTY BE ' FICIARIES: Neither the COUNTY nor the CITY intends to directly nor substantiall benefit any third party by this Agreement. Therefore, the Parties agree that there are n• hird party beneficiaries to this Agreement and no third party shall be entitled to assert a c . im against either of them based upon this Agreement. 14. SEVERANCE. In the event a portion of this Agreement is found to be invalid by a court of competent j sdiction, the remaining provisions shall continue to be effective unless the CITY or COUN elect to terminate this Agreement. An election to terminate this Agreement based on this ► ovision shall be made within seven (7) business days after the finding by the court beco ' e final. 15. • TICES: All notices required pursuant to the terms hereof may be sent by first class United States Mail, facsimile transmission, electronic mail, hand delivery or overnight delivery and shall be deemed to have been received by the end of five (5) business days from the proper Page 7 of 9 SUBSTITUTED sending thereof unless proof of prior actual receipt is provided. The Parties shall have a continuing obligation to keep one another apprised of the appropriate persons for notices to ' e sent to pursuant to this Agreement. Unless otherwise notified in writing, notices shall be ent to the following addresses: 1) If to the COUNTY: Miami -Dade Water and Sewer Department Attn: Director 3071 S.W. 38 Avenue, 5 Floor Miami, Florida 33146 2) If to the CITY: CITY of Miami Attn: Wendy Jaramillo Project Manager 444 S.W. 2nd Avenue, 8 Floor Miami, Florida 33130 (The rest of is page is intentionally left blank) 1 Page 8 of 9 SUBSTITUTED IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. ATTEST: HARVEY RUVIN CLERK OF THE BOARD MIAMI-DADE COUNTY, FLORID BY ITS BOARD OF COUNTY COMMISSIONERS BY: BY: Deputy Clerk Cou Mayor 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: City Clerk City Manager (Affix City Seal) Approved by ' ity Attorney as to form . d legal sufficiency City Attorney Page 9 of 9