Loading...
HomeMy WebLinkAboutExhibitBiscayne Green Lane Elimination Study JOINT PARTICIPATION AGREEMENT This AGREEMENT, is made and entered into this day of , 2018, 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". WITNESSETH WHEREAS, both parties herein wish to facilitate the analysis of eliminating lanes on US 1/ SR 5/ Biscayne Boulevard, between SE 1st Street and NE 6th Street, 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 evaluate the character; modal behavior; traffic conditions; existing and future parking configuration; adjacent land uses; and existing and potential lane configuration alternatives of Biscayne Boulevard through Downtown Miami, Florida; and WHEREAS, on April 11, 2014 the Board of Directors of the Miami DDA approved a concept that calls for the elimination of traffic lanes and the repurposing of the medians into open space; and WHEREAS, the City and the DDA applied for and were awarded a federal grant in the amount of $421,829 from the Florida Department of Transportation, hereinafter referred to as "FDOT," for the planning and engineering of the Project; and joint Participation Agreement for Biscayne Green Lane Elimination Study Wage WHEREAS, FDOT will serve as the pass -through agency for the federal grant funds and a Local Agency Participation Agreement, hereinafter referred to as "LAP Agreement," is required in order for the City and DDA to access the funds; and WHEREAS, the LAP Agreement between the City and FDOT was executed on November 14, 2017, referred to as "Attachment C," pursuant to the adopted Resolution No. R-17-0355, passed on July 27, 2017; and WHEREAS, in addition to the federal grant funds awarded for the Project, the DDA committed to a $30,000 match for a total project cost estimate of $451,829; and WHEREAS, the DDA is providing the matching funds of $30,000 in order to secure the federal grant proceeds in the amount of $421,829 from FDOT; and WHEREAS, the DDA will take the lead in managing the Project and work with the City by procuring and advising the qualified and selected firm for the Project, hereinafter referred to as "Consultant"; NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: Terms and Conditions 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: It is the intent of City to have the Project completed in accordance with the LAP Agreement and in accordance with all codes and regulations governing the planning of the Project. Joint Participation Agreement for Biscayne Green Lane Elimination Study 2 I P a g e 2.1 Procurement Process: The City will manage the competitive procurement requirements and coordinate with the DDA on the selection committee for the review of the Request for Qualifications for the Project. Upon selection of the qualified and experienced Consultant, DDA will assist the City in the execution of a contract and ensuring the Consultant deliverables have been provided and are in accordance with the LAP Agreement and LAP Manual requirements. 2.2 Eligible Expenses: The parties agree that the planning expenses incurred by the DDA are directly related to the eligible expenditures as outlined in the LAP Agreement's Exhibit A, and that all documentation will be made available to the City to substantiate expenditures in the form of approved invoices, verified payment requests, and check vouchers, at the request of the City. 2.3 Reimbursement: The City shall reimburse the DDA within thirty (30) days after satisfactory receipt of DDA's invoice packet to the City, which shall be accompanied by reasonably sufficient supporting documentation and contain sufficient detail to secure reimbursement of funds from FDOT, and to allow a proper audit of expenditures, should the City require one to be performed. City acknowledges that payment will not be unreasonably withheld or delayed. No interest shall accrue on late payments. 2.4 Grant Administration and Compliance: The City shall exercise all responsibilities of the owner pursuant to Section 7(A) of the LAP Agreement with FDOT, including submitting reimbursement requests to FDOT at least every 90 days, more specifically on a quarterly basis, pursuant to Section 7(B) of the LAP Agreement. Joint Participation Agreement for Biscayne Green Lane Elimination Study 3IPage 3 RESPONSIBILITIES OF DDA: The DDA is responsible for the management and administration of the Project. 3.1 Oversight: The DDA is responsible to work with the City in procuring a qualified and experienced Consultant to provide transportation planning and traffic engineering professional services. The Consultant is expected to complete the Project in accordance with all applicable City, County, State and Federal standards and- specifications. Furthermore, the Project will be developed specifically at a level acceptable to FDOT and in compliance with the Statewide Lane Elimination Guidance developed by FDOT in 2014. The DDA will work with the Consultant to first solidify a scope and finalize a budget for conducting all of the relevant services required for the Project. The City agrees that the ultimate selection, retention and discharge of the Consultant shall be the responsibility of the DDA in accordance with applicable laws. 3.2 Data Provision: The DDA, with the assistance of the City, shall provide any information required to the Consultant to execute the Project. 3.3 Progress Payments: Payment by the DDA shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper invoice" as defined by Section 218.72 (1), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. The Consultant's invoices shall outline all deliverables as established in Exhibit A of the LAP Agreement. The DDA shall incur no liability for any costs in excess of Joint Participation Agreement for Biscayne Green Lane Elimination Study 4 I P a g e said funding amount unless there has been a duly authorized increase approved by the DDA Board of Directors. 3.4 Accounting: The DDA shall at all times maintain separate accounting for the costs of the Project so those costs may be independently verified and audited by the City, at the request and cost of the City. The DDA agrees to permit the City 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 City for inspection within five (5) working days upon receipt of a written request from the City. 3.5 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 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. 3.6 Matching Funds: The DDA shall not exceed $30,000 in matching funds. 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. Joint Participation Agreement for Biscayne Green Lane Elimination Study 5 1 P a g e 5 DISPUTE RESOLUTIONS 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. 6 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. 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. 7 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 Joint Participation Agreement for Biscayne Green Lane Elimination Study Wage agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial planning and engineering, be construed more severely against one of the parties from the other. 8 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. 9 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. 10 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. 11 MISCELLANEOUS PROVISIONS: 11.1 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 11.2 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. Joint Participation Agreement for Biscayne Green Lane Elimination Study 7 I P a g e 12 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: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 To the City: Attention: Jeovanny Rodriguez, P.E., Director Office of Capital Improvements 444 SW 2nd Avenue, 8th Floor Miami, FL 33130 (305) 416-1225 With a copy to: Victoria Mendez, City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Joint Participation Agreement for Biscayne Green Lane Elimination Study Wage IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: MIAMI DOWNTOWN DEVELOPMENT AUTHORITY, BY ITS BOARD OF DIRECTORS BY: BY: Alyce Robertson Executive Director ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida BY: By: Todd B. Hannon Emilio T. Gonzalez, Ph.D. City Clerk City Manager (Affix City Seal) APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: BY: BY: Victoria Mendez City Attorney Anne -Marie Sharpe, Director Risk Management Joint Participation Agreement for Biscayne Green Lane Elimination Study Wage EXHIBIT A The City of Miami will reimburse the DDA for all approved Consultant expenses within the $421,829 grant budget. The match provided by the DDA shall not exceed $30,000, in accordance with the LAP Agreement with FDOT. The Project includes all of the state right -of -away on Biscayne Boulevard between SE 1st Street and NE bth Street. Joint Participation Agreement for Biscayne Green Lane Elimination Study 10 I P d g e EXHIBIT B Request for Qualifications (RFQ) No. 16-17-056 Transportation Planning and Traffic Engineering Services for Biscayne Boulevard - FDOT LAP Project. Joint Participation Agreement for Biscayne Green Lane Elimination Study 11 1 P a g e. ATTACHMENT C LAP AGREEMENT joint Participation Agreement for Biscayne Green Lane Elimination Study 12 I P a g e