Loading...
HomeMy WebLinkAboutDraft Exhibit AJOINT PARTICIPATION AGREEMENT BETWEEN MIAMI—DADE COUNTY AND THE CITY OF MIAMI FOR THE DEVELOPMENT OF A MICROMOBILITY NETWORK This AGREEMENT made and entered into this _ day of , 2020, by and between MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA, hereafter referred to as the "County" and the CITY OF MIAMI, a municipal corporation of the STATE OF FLORIDA, hereafter refer to as the "City". WITNESSETH WHEREAS, the County's adopted Complete Streets policy directs planners and engineers to promote the development of streets inclusive of all modes of transportation in accordance to the character and context of a particular area; and WHEREAS, thanks to the robust transit coverage, new mobility options and the planned mixed development of the Greater Downtown Miami, there is a high demand for infrastructure to support personal mobility; and WHEREAS, the County wishes to work collaboratively with the City to ensure the establishment and progressive construction of a safe micromobility network to promote safe alternative modes of transportation such as bicycling, and scooter riding; and WHEREAS, the City has a dedicated funding source for the capital improvement of micromobility infrastructure within its Commission District 2; and WHEREAS, the City wishes to utilize the resources of the County to develop 1 and construct the Project, subject to the terms and conditions of this Agreement; and WHEREAS, both parties have concurred on a proposed network of roadways to be improved as described in Exhibit A, which may be modified from time, hereafter refer to as the "Project", NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: 1. RESPONSIBILITIES OF THE CITY: 1.1. Financial Provisions: The City agrees to provide funding, on a reimbursement basis, in accordance with the Payment Schedule (Exhibit B) attached herein, subject to availability of funds from Collected Micromobility Fees. The City agrees that it will, no later than fourteen (14) calendar days from invoice submittal, disburse to the County, as detailed in the Payment Schedule, funding for payment of the City's share of the Project costs. If the bid amount exceeds the current estimated cost of the Project, the City agrees to be responsible for 48.4% of the additional costs, which corresponds to the City's proportional share of the estimated costs. All construction cost records and accounts shall be subject to audit by a representative of the City for a period of three (3) years after final close out of the construction. The City will be notified of the final cost. Both parties agree that in the event final accounting of the total construction costs pursuant to the terms of this agreement is less than the total deposit to date, a refund of the excess will be made by the County to the City, based on the total reconciled cost. If the final accounting is not performed within one hundred eighty (180) calendar days, the County is not relieved from its obligation to pay. 2 1.2. Project Cost Adjustment: The amount contributed by the City is based on the current estimated costs of the Project. The parties recognize that adjustments to the above referenced cost may be required in the future and that at the options of the parties, amendments may be entered into to revise the funds available for the Project. Any such adjustments in the proportionate amounts to be paid shall be consistent with Section 1.1. Provided that only the identified funding sources are used, amendments required to further expand the micromobility network, may be executed by the City Manager or City Manager's Designee and County Mayor or County Mayor's designee without the need for approval by the City Commission or County Commission. Otherwise, further funding commitments shall be subject to the approvals of the parties' respective governing boards. 1.3.Permits and Approvals: The County's contractor shall obtain a Right -of -Way permit from the City. The City agrees to prioritize, review and approve said permit within fifteen (15) calendar days upon submission. Additionally, the City agrees to waive all fees related to permitting for both City and County roads included in Exhibit A. 1.4.Public Information and Involvement: The City will lead a Public Involvement Plan (PIP), with assistance from the County, during the construction of the Project to provide information to property owners, tenants, and area residents, including but not limited to: public meetings, Project documentation and flyers, business signs, directional parking signs, and schedules for major work to be performed in the area. Appropriate investigation of the Project stakeholders will be used to develop the goals and objectives to implement the PIP. 3 2. RESPONSIBILITIES OF COUNTY: 2.1. Publicity: By the acceptance of these funds, the County agrees that the activities funded by this Agreement shall recognize and adequately reference the City as a funding source. 2.2.Accountinq: The County 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 County agrees to permit the City auditors to inspect the books, records and accounts of the Project for three (3) years after completion of the Project. These records shall be made available to the City for inspection within five (5) business days upon written receipt of a written request from the City. 2.3.Desiqn: The County agrees to develop the construction plans, technical specifications, special provisions, pay items and cost estimates for the Project in accordance with applicable engineering standards and sound engineering judgment. 2.4.Construction: The County shall procure the services of a licensed contractor holding and engineering contractor's license to construct the Project. The County may award the contract through any available lawful means which, in the County's discretion, affords the most competitive price for construction of the Project and which may include, but is not limited to, bid solicitation, request for proposals, the award of a change order on existing County contract(s), or the extension of unit - prices provided in connection with prior competitive bid awards. Notwithstanding any provision to the contrary, the County shall comply with all applicable County 4 contract compliance and oversight measures. The construction contract shall also contain a requirement that the contractor(s) provide a payment and performance bond at least in the amount and form required by state law naming the City and the County as joint obligees or joint contracting public entities. The construction contract shall contain a contingency amount to address unforeseen conditions and other required changes which shall not exceed ten percent (10%) of the base amount of the contract. The City agrees that the selection, retention and discharge of such contractor shall be the responsibility of the County. 2.5.Claims and Change Orders: The County shall notify the City in writing when claims or change orders arise. The County shall also invite the City to participate in negotiations of these claims and change orders. The City shall review and make a determination or approval of all change orders or supplemental agreements, permits, modifications of plans, or other requests for approvals submitted by the County within ten (10) calendar days. 2.6.Construction Administration and Inspection: The County shall exercise all responsibilities of the owner under the construction contract, including construction administration and inspections. The County may delegate this function to an authorized agent or Construction Engineering Inspection (CEI) consultant. The City's inspector or a consultant of the City shall have an oversight role in the routine daily inspections for the Project. In the case of a disagreement over the interpretation of the plans, the County's Department of Transportation 5 and Public Works Director, or his/her designee, shall have final authority. The City's designated representative and the County's designated representative shall jointly perform the inspection of the Project which immediately precedes substantial completion 2.7. Right -of -Way: No provisions for right-of-way acquisition are being made through this Agreement. 2.8. Maintenance: Upon completion of construction, the County and the City agree to perform maintenance as follows: • City will perform maintenance of City roads only (as identified in Exhibit A) • County will perform maintenance of County roads only (as identified in Exhibit A) • City will be financially responsible for the maintenance of all green paint on both City and County roads included in the Project. 3. 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. 4. 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 with Section 768.28, 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 6 understood and agreed that this indemnification clause does not cover or indemnify the County for its sole 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 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 sole negligence or breach of contract. In the event of breach or non-performance by the persons selected by the County to perform the work, the County shall, upon written request by the City, assign to the City any and all of its rights under the affected contract for purposes of the City's prosecution of claims, actions or causes of action resulting from such breach or non- performance unless the County pursues such claims, actions or causes of action through arbitration, administrative proceeding or lawsuit. 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) business days of receipt. 5. 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. Each 7 party will bear its own attorney's fees and costs. 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 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. 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 County elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) business days 8 after the finding by the court becomes final. 9. NOTICES: Any and all notices required to be given under this Agreement shall be sent by first class mail, addressed as follows: To the County: Attention: Department of Transportation and Public Works c/o Director Miami -Dade County 701 NW 1 Court, Suite 1700 Miami, Florida 33136 (786) 469-5406 With Copy to: County Attorney's Office To the City: Attention: City Manager City of Miami 444 SW 2nd Ave Miami, FL, 33130 305-416-1025 With Copy to: City Attorney's Office 9 IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written, ATTEST: MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF HARVEY RUVIN COUNTY COMMISSIONERS CLERK OF THE BOARD BY: BY: Deputy Clerk County Mayor or County Mayor's Designee Approved by County Attorney as to form and legal sufficiency ATTEST: BY: City Clerk (Affix City Seal) Approved by City Attorney as to legal form and correctness City Attorney County Attorney CITY OF MIAMI, a municipal corporation of the State of Florida BY: Art Noriega City Manager 10 EXHIBIT A — Project Details MICROMOBILITY NETWORK Proiect Scope 1. Create a network of separated or protected micromobility lanes connecting Government Center, Brightline Station, Miami -Dade College, and several Metromover Stations among other destinations. The lanes will be created along the following roadways: • N/S Miami Ave (County road) • NE/SE 1 Ave (County road) • NW/NE 6 St (City road) • NW/NE 5 St (City road) (Road jurisdiction) Proiect Boundaries: • NE 2 Ave to the East • NW 3 Ave to the West • NW 11 Terr to the North • SE 2 St to the South 2. Perform the following improvements: roadway milling and resurfacing, pavement markings featuring high -emphasis crosswalks, green patterned pavement and bicycle boxes, and raised concrete curbs. Background Studies: • 2017 Miami -Dade TPO Protected Bike Lanes Demonstration Plan • 2009 City of Miami Bicycle Master Plan • Downtown Miami Development of Regional Impact Increment III Project may be amended from time to time in order to gradually build a safe network for bicyclists and micromobility users. Additional roadways may be added upon mutual consent of City and County through its City Manager or City Manager's Designee, and County Mayor or County Mayor's Designee, provided that funding source(s) remains unchanged and both City and County Boards have previously approved allocations to their respective capital budgets. EXHIBIT B — Payment Schedule Overall project cost: $2,064,661 County's share • $1,064,661 — identified funding source: Road Impact Fees (RIF) City's share • $1,000,000 — identified funding source: City District 2 - Collected Micromobility Fees Disbursement Schedule from City to County o 12.5% of City's share at Contract Award o 25% of City's share at 30% Construction Progress Report o 25% of City's share at 60% Construction Progress Report o 25% of City's share at 90% Construction Progress Report o 12.5% of City's share at Closing Report