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HomeMy WebLinkAboutExhibit A"EXHIBIT A" INTERLOCAL MASTER AGREEMENT BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI TO PROVIDE UTILITY WORK FOR MIAMI-DADE COUNTY THIS AGREEMENT, is made and entered into this day of , 202 , (hereinafter, "Effective Date"), by and between Miami -Dade County, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and the City of Miami, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter referred to as the "CITY" and collectively with the COUNTY, the "Parties"). WITNESSTH: WHEREAS, the COUNTY owns or may, in the future, own certain water and wastewater facilities, including but not limited to, gravity sewer pipes, pump stations, reclaimed water pipes, valves and valve covers, manholes and access covers, water pipes, sanitary sewage pipes, meters, hydrants, and all appurtenances thereto, which are or may, in the future, be located in the CITY's public roads or lands (the "FACILITIES"); and WHEREAS, the purpose of this Interlocal Master Agreement is to outline the intention of the Parties, and to provide the basic parameters under which the COUNTY and the CITY shall cooperate and work collaboratively to design and construct the work described herein; and WHEREAS, the Miami -Dade Water & Sewer Department ("WASD") operates the COUNTY's water and sanitary wastewater system; and WHEREAS, the CITY owns and operates its own stormwater drainage system; and WHEREAS, the CITY engages in projects that involve constructing, reconstructing or otherwise changing public roads and other improvements located on public roads or lands within the jurisdictional boundaries of the City (hereinafter referred to as either the "Project" or the "Projects"); and WHEREAS, the CITY and the COUNTY may propose Projects that necessitate the installation, relocation (vertically and/or horizontally), replacement, adjustment or removal of the COUNTY Facilities or some combination thereof (hereinafter referred to as "Utility Work") in or upon the City's rights -of way; and WHEREAS, the CITY and the COUNTY seek to minimize delays, costs, and impact to the public, which may result from lack of coordination and communication between or among them and their respective contractors performing the Project and/or the Utility Work; and WHEREAS, the CITY and the COUNTY desire to enter into a master agreement that establishes the procedure for the performance and reimbursement of the Utility Work, including the utility design work to be performed and the utility construction work to be carried out (the "Interlocal Master Agreement"); and Page 1 of 16 WHEREAS, the CITY and COUNTY may determine that it is in their best interest that WASD design the utility work; and WHEREAS, the CITY's stormwater drainage system is not part of this agreement except for purposes of design of the utility work so as to not interfere with the CITY's stormwater drainage system; and WHEREAS, it is the intent of the Parties to work collaboratively to preclude contractors or others who have been debarred or in litigation with either Party from working on projects described in this Interlocal Master Agreement; and WHEREAS, the CITY and COUNTY seek to memorialize their commitment to pay their fair share of all actual costs incurred in the design and construction of Utility Work; and WHEREAS, the purpose of this Interlocal Master Agreement and the individual Joint Participation Agreements (hereinafter, "JPA") is to perform the Utility Work with the Project in an efficient, coordinated, economical and expeditious manner, NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the CITY and the COUNTY hereby agree as follows: 1. The Whereas clauses stated above are incorporated and restated herein as though fully set forth below. 2. Every November, the CITY will prepare and provide to the COUNTY a list of Projects that it intends to begin the work and engineering design for the next two (2) years. The list of Projects may include anything involving roadway or subsurface work as well as Projects involving landscaping, resurfacing, drainage and lighting. The list of Projects will include the scope of work and schedule/timing for each Project. Such list may be amended after the exchange, but it is the intent of the CITY to give the COUNTY advance notice of anticipated Projects with sufficient lead time for planning and funding purposes. Within thirty (30) business days of the exchange of the list of Projects, the COUNTY will review and identify the Projects from the CITY's list that are candidates for proposed WASD infrastructure improvements. Additionally, at this time, the COUNTY will notify the CITY of any projects on the CITY's list that do not correspond with the projects that WASD has placed on its Capital Improvements Plan and, therefore, will constitute Utility Work that is being taken out of order for WASD. Every November, WASD will prepare and provide to the CITY a list of Projects that it intends to begin engineering design for the next two (2) years within the jurisdictional boundary of the CITY. The list of projects will include anything involving utility improvements. Such list may be amended after the exchange, but it is the intent of the COUNTY to give the CITY advance notice of anticipated projects with sufficient lead time for planning, funding and evaluation of schedule duration impacts. Within thirty (30) business days of the exchange of the list of Projects, the CITY will review and identify the Projects from the COUNTY's list that are candidates for proposed improvements. 3. The CITY seeks entering into a JPA for all projects on the list provided and exchanged each November. A "Master JPA" which can be entered with estimated design and/or construction costs for each project. Once the project moves into the design or Page 2 of 16 construction phase, all that is left is an administrative review of the Master JPA along with the design or construction costs. 4. In the event the CITY and the COUNTY determine and agree that Utility Work may be necessary for any Project, a Joint Participation Agreement ("JPA"), in substantially the same form as the JPA attached hereto as Exhibit A, will be executed by the CITY and the COUNTY. A JPA will be entered into for design work, if applicable, and a separate JPA will be entered into for construction work, if applicable. Each JPA will specify the Project -specific terms, conditions and costs associated with the design and/or construction of all Utility Work for each Project. 5. Utility Coordination and Identifying/Implementing Projects For any Project where the CITY or COUNTY determines that Utility Work may be necessary, the following procedure will be utilized (although the CITY and the COUNTY may mutually agree to combine or eliminate any portion of the procedure that may not be applicable to a specific Project) for purposes of implementing a JPA: a. Identifying Proj ects/Utility Coordination (1) At the planning scope of work phase of the CITY project, the CITY shall send a written notice to WASD (i.e. Letter of Intent, Exhibit B) if CITY seeks to enter into a JPA, (see Paragraph 12 herein for requirements of notices), which will set forth the scope and timeline of the particular CITY Proj ect. (2) WASD shall inform the CITY of its interest in entering into a JPA within fourteen (14) business days of the Notice (i.e. Letter of Intent, Exhibit B). To the extent possible at this point in the Project, WASD shall inform the CITY of the preliminary proposed scope for the Utility Work and whether the JPA being requested is for design and/or construction by the CITY. b. Mandatory Utility Meeting (1) If WASD sends a written response to the CITY's Notice to enter into a JPA for design and/or construction of the Utility Work, the CITY shall propose in writing a time, date and location for a mandatory meeting (the "Meeting Notice") between the representatives of the CITY and WASD who will be managing and/or supervising the Utility Work to discuss the parameters of the Project and implement the process for a mutually beneficial Project (hereinafter, the "Mandatory Utility Meeting"). Within two (2) business days of receipt of the Meeting Notice, WASD will confirm its availability for the Mandatory Utility Meeting at the time, date and location specified on the Meeting Notice or will suggest in writing other possible dates, times or locations for the Mandatory Utility Meeting. (2) The CITY's and WASD's representatives will bring any information pertinent to the Project to the Mandatory Utility Meeting, including but Page 3 of 16 (3) not limited to reports and as -built drawings of the existing WASD Facilities. At the Mandatory Utility Meeting, the CITY and WASD will discuss and identify the scope of the Utility Work to be done by the CITY, and if applicable, the scope of the Utility Work to be done by WASD. Additionally, the minimum qualifications for the CITY designer and contractor will be discussed, if the CITY is to perform the design work for the Utility Work. At the Mandatory Utility Meeting, if the CITY and WASD disagree as to the scope of the Utility Work to be performed by each party and the Mandatory Utility Meeting is adjourned before an agreement can be reached, the CITY and WASD will not move forward with a JPA for the design or construction of the Utility Work. WASD, at its own discretion, will decide whether to proceed with the design of the Utility Work. If WASD and the CITY enter into a JPA to design the Utility Work, it is understood that this will not impact the construction start date of the CITY project. Notwithstanding the project should begin within twelve (12) months of final permitted plans. (4) Regardless of whether the CITY or WASD is performing the design work, the roadway plans shall be designed in a manner to reduce and minimize any conflicts with WASD Facilities. Where conflicts are identified, the CITY and WASD agree to resolve the conflicts in the most cost-effective manner that is the least disruptive to the general public and is the least costly to the residents of Miami -Dade County. (5) Regardless of whether the CITY or WASD is performing the design aspect of the Utility Work, each will fully cooperate with all Right -Of - Way ("ROW") users in the preparation of the design. In this context, "User" shall mean any person or entity which owns or controls a facility that is located, or is sought or intended to be located, in a public right-of- way including persons or entities who have installation and maintenance responsibilities by contract, lease, sublease or assignment. To the extent a conflict arises in the design process with a ROW user other than WASD or the CITY, the CITY and WASD agree to resolve the conflicts in the manner that is least disruptive to the general public and is the least costly to the residents of Miami -Dade County. Any changes to cost or time on a project that already have an executed design or construction JPA shall execute the JPA Amendment in substantially the same form as Exhibit C. c. CITY to Design Utility Work: (1) Within two (2) weeks after the Mandatory Utility Meeting, if the parties enter into a JPA for the design work, the CITY will provide a design work order proposal to CITY for the design work to be performed by the CITY for the Utility Work. (2) If WASD agrees with the design cost proposal provided by the CITY for the design work, it will provide written confirmation of its agreement with Page 4 of 16 (3) the design cost proposal within ten (10) business days of its receipt of the design cost proposal. If WASD does not agree with the design work order proposal provided by the CITY for the design work, it will advise the CITY of its disagreement in writing within five (5) business days of receipt of the proposal and will propose a date, time and location for a second meeting between WASD and the CITY to discuss the design work order proposal for the design work. The second meeting shall take place no later than ten (10) business days from WASD's receipt of the CITY's design work order proposal for the design work. If either WASD or the CITY determine not to have a second meeting to discuss the CITY's design work order proposal, whichever party declines the second meeting will also make it clear in writing that it no longer wants to proceed with a JPA for the Utility Work. (4) If the CITY's design work order proposal is not acceptable to WASD but the parties conduct a second meeting and reach an agreement as to the design work order proposal, WASD will provide written confirmation of its approval with the revised design work order proposal in order to proceed with a JPA for the design work within ten (10) business days (5) If the parties cannot reach an agreement as to the CITY's design work order proposal, WASD will be responsible for the design work. As set forth in Section 5(d) below, the CITY and COUNTY may enter into a construction JPA where WASD will provide the design work to the CITY for inclusion in the CITY's construction contract documents. The CITY can provide a project schedule (i.e. anticipated construction start) and WASD will be expected to meet the schedule if they decide to enter into a construction JPA. (6) If the CITY and WASD agree that the CITY will perform the design work based on the design work order proposal or revised design work order proposal, as applicable, the CITY will prepare, and forward a draft of the JPA for the Utility Work to WASD for review and approval. The COUNTY will review and respond within twenty (20) business days. The CITY may choose to forgo the JPA process if the requisite JPA is not executed and returned within ten (10) business days of the COUNTY's response. (7) Once the JPA is executed by WASD, the CITY will submit an invoice to WASD for the design work for a lump sum amount. WASD will pay the invoice within thirty days (30) business days of receipt of the invoice. WASD shall have the right to review CITY's cost reconciliation records regarding use of the lump sum payment for the specific project in question. Any WASD funds remaining not fully utilized after the project is completed and accepted by both CITY and WASD will be returned to WASD within (45) business days. Page 5 of 16 (8) (9) The CITY shall submit the Utility design deliverables to WASD for review and approval when the design of the Utility Work is thirty percent (30%) complete, again when the design is sixty percent (60%) complete, and again when the design is ninety percent (90%) complete. In the event WASD finds deficiencies in the design materials, it will notify the CITY of such deficiencies in writing within ten (10) business days after each submittal. Within thirty (30) business days of the CITY's receipt of WASD's notification of deficiencies, the CITY will correct the deficiencies and return the corrected documents for WASD's review and approval. When the design is one -hundred percent (100%) complete, the CITY shall provide WASD with a final set of coordinated design documents (the "Plans Package"). The Plans Package shall, at a minimum, include: final accepted engineering design drawings; "dry -run" permit approvals; technical specifications and special provisions; an estimated opinion and probable construction cost, including contingency and allowance account funds for the construction of the Utility Work; and the minimum contractor qualifications. The Plans Package will also identify any and all activities and work necessary for the Utility Work, including but not limited to, clearing and grubbing; survey work; and a traffic control plan. WASD shall review and provide final acceptance in writing to the CITY of the Plans Package within ten (10) business days. (10) If the CITY requests information from WASD's files, WASD shall furnish such information to the CITY within ten (10) business days from the CITY's request. The CITY, however, shall remain solely responsible for the proper preparation of the design materials in accordance with WASD Design and Construction Standards. (11) WASD shall compensate the CITY a ten percent (10%) administrative fee based on the design work order proposal amount. d. WASD to Design Utility Work (1) After the Mandatory Utility Meeting, if the CITY and WASD agree that WASD will perform the design work, then WASD and the CITY will develop a mutually agreeable timeline and coordinate their utility and roadway design efforts. (2) WASD shall submit the Utility design deliverables to the CITY for review and approval when the design is thirty percent (30%) complete, again when the design is sixty percent (60%) complete, and again when the design is ninety percent (90%) complete. In the event the CITY finds deficiencies in the design materials, it will notify WASD of such deficiencies in writing within twenty (20) business days after each submittal. Within thirty (30) business days of WASD's receipt of the CITY's notification of deficiencies, WASD will correct the deficiencies and return the corrected documents. Page 6 of 16 (3) Ultimately, WASD will submit to the CITY a Plans Package, which shall, at a minimum, include final accepted engineering design drawings; "dry - run" permit approvals; technical specifications and special provisions; an estimated opinion and probable construction cost, including contingency and allowance account funds for the construction of the Utility Work; and the minimum contractor qualifications. The Plans Package will also identify any and all activities and work necessary for the Utility Work, including but not limited to, clearing and grubbing; survey work; and a traffic control plan. The CITY shall review and provide final acceptance in writing to WASD of the Plans Package within ten (10) business days. (4) If WASD requests information from the CITY's files, the CITY shall furnish such information to WASD within ten (10) business days from WASD's request; however, if WASD is to perform the utility design work, it shall, at all times, remain solely responsible for the proper preparation of the design materials. e. Construction of Utility Work (1) CITY uses the proprietary Job Order Contract (JOC) owned and operated by Gordian on most projects. The fees associated with JOC, Sourcewell and/or Bidsafe contracting mechanisms shall be paid by WASD. CITY can use Bidsafe at WASD's request. The CITY reserves the right to use other procurement processes that may be in place in the future. (2) Upon completion of the design work by either the CITY or WASD, and approval of the design work by the party who did not perform the design work, the CITY will incorporate its design plans or WASD's Plans Package into a JOC or Sourcewell book submittal or an Invitation To Bid (ITB). Language should be included that notifies the bidders/proposers that the Utility Work is being funded by a JPA with WASD. The solicitation shall include a separate bid item for the Utility Work. The CITY shall procure a contract for construction of the Project, including the Utility Work, in accordance with the CITY's legal and statutory requirements. (3) Regardless of whether the CITY or the COUNTY will be performing the construction aspect of the Utility Work, the CITY and the COUNTY agree that the Facilities shall, at all times, remain the property of the COUNTY. (4) CITY to Construct Utility Work (i) Before the CITY selects a contractor from the bids received in response to the request for solicitation, WASD shall have an opportunity to review the Utility Work portion of the bids for balance and shall have the right to recommend and/or provide comments/evaluation to the CITY as to which contractor should receive the award. Page 7 of 16 (ii) If the portion of the bid of the contractor selected by the CITY for performance of the Utility Work is within fifteen (15%) percent of the cost estimate provided in the Plans Package and agreed to by the CITY and WASD in advance of the publication of the request for solicitation, the CITY will prepare, execute and forward to WASD two (2) originals of the JPA for the construction aspect of the Utility Work. WASD will execute the JPA and return a copy to the CITY within ten (10) business days of its receipt of the CITY's executed JPA. If the bid of the contractor selected by the CITY for the performance of the Utility Work is more than fifteen percent (15%) of the cost estimate provided in the Plans Package and agreed to by the CITY and WASD, WASD shall have the right to reject the bid for the Utility Work and take over construction of the Utility Work itself. Once the CITY has issued the notice of award the City shall coordinate with WASD Construction Management to coordinate a date for a pre -construction meeting. (iii) Immediately upon award of the contract for the construction aspect of the Project, WASD will receive notice of the award from the CITY and will provide the funds to the CITY in accordance with the terms of the executed construction JPA (Exhibit A). WASD has the option to allow the CITY to submit an invoice to WASD for the construction work on a lump sum basis. WASD will pay the invoice within thirty days (30) business days of receipt of the invoice. WASD shall have the right to review CITY's cost reconciliation records regarding use of the lump sum payment for the specific project in question. Any WASD funds remaining not fully utilized after the project is completed and accepted by both CITY and WASD will be returned to WASD within (45) business days. (iv) The CITY's contractor shall begin construction on the Project, including the Utility Work, once the Notice to Proceed has been issued by the CITY. (v) The CITY shall obtain all necessary permits, utility adjustments and will coordinate the review of construction documents by the utilities and permitting agencies. The CITY shall obtain all necessary permits for the Project, including the Utility Work, in accordance with applicable state, federal and local laws and ordinances. WASD will use good faith efforts to assist the CITY in expeditiously obtaining all permits from COUNTY departments. WASD shall designate a representative who will work with the CITY in order to obtain all necessary permits. (vi) WASD shall fully cooperate with the CITY's contractor in all matters relating to the performance of the Utility Work. Page 8 of 16 (vii) WASD shall perform all construction inspections, testing and monitoring of the Utility Work to ensure that it is properly performed in accordance with the Plans Package or the CITY's designs. When the Utility design work was completed by the CITY, the CITY shall be responsible for reviewing contractor - furnished engineering submittals and will provide its written acceptance of the submittals to WASD for its review and approval. When the Utility design work was completed by WASD, WASD shall be responsible for reviewing contractor -furnished engineering submittals and will provide its written acceptance of the submittals to the CITY for its review and approval. Except for the inspection, testing, monitoring and reporting to be performed by WASD, the CITY will perform all contract administration. (viii) The CITY's engineer has full authority to supervise the Project. The CITY's engineer shall confer with WASD when any adjustments and/or changes to the Plans Package or the CITY's designs affect the Utility Work portion of the Project. If WASD does not agree with the adjustments/changes proposed by the CITY's engineer, WASD will provide the CITY with an explanation from its engineer based on the WASD Standard Utility Specifications. These specifications will ultimately control in the event of any disagreements related to adjustments or changes to the Plans Package and are available on the WASD website or by request. (ix) Change Orders and the use of the contingency account funds must include line items related to Utility Work and are subject to review and approval by WASD prior to any compensation to the Contractor. (x) The CITY's Contractor will be required to provide a payment and performance bond in accordance with Florida Statute Section 255.05 with CITY as Obligee and the COUNTY as an additional named oblige/party on the bond. As to the WASD Utility Work, WASD shall pay for the cost of the Bid bond as well as the Payment and Performance bond for the cost of the WASD Utility Work. The CITY's Contractor may also be required to provide a one-year maintenance bond (one-year from the date of completion and final inspection of the work), which bond shall name and benefit the COUNTY directly. Additionally, WASD shall pay the CITY a three percent (3%) administrative fee based on the construction cost estimate for the management of the Utility Work. WASD to Construct Utility Work (i) If the portion of the bid of the contractor selected by the CITY for performance of the Utility Work exceeds the cost estimate agreed to by the CITY and WASD by more than fifteen percent (15%), Page 9 of 16 WASD may decline to enter into a JPA with the CITY for the construction aspect of the Utility Work. WASD will notify the CITY that it will not enter into a JPA for the construction work in writing within fourteen (14) business days of its receipt of the bid/contractor materials. Full ROW restoration for the Utility Work will be subject to scope and impact of the CITY's project on the pavement. (ii) WASD shall proceed with the construction, as set forth in the Plans Package. (iii) WASD understands that the CITY has the right to reject any bidder that they deem has provided poor performance on CITY projects in the past. (iv) If WASD elects to perform the construction of the Utility Work, or the CITY's designs, WASD shall notify the CITY within fourteen (14) business day in writing of its intent to proceed with the utility construction, as set forth in the Plans Package or the CITY's designs. The CITY and WASD shall, meet to discuss a timeframe for the construction of utility project prior to the CITY's project. The CITY project shall not be delayed due to the construction of the WASD project. (v) If WASD is to perform the construction, WASD shall be responsible for obtaining all necessary construction permits and will coordinate the review of construction documents by the utilities and permitting agencies. WASD shall obtain all necessary permits required by the CITY, and the CITY will use good faith efforts to assist WASD in expeditiously obtaining all permits from CITY departments. WASD will coordinate with the CITY on restoration ROW requirements. WASD shall follow all CITY requirements, codes, bulletins inclusive of but not limited to Maintenance of Traffic and/or permanent type ROW restoration. f. Cost of Utility Work (1) The Utility Work will be performed at the sole cost and expense of WASD, unless WASD is entitled to reimbursement or funding for the Utility Work from another source, including but not limited to the following circumstances (collectively, "Reimbursable Work") • when the Project is federal aid eligible, meaning fifty percent (50%) or more of the Utility Work is for existing facilities; • when a written agreement incidental to a right-of-way acquisition process requires the CITY to compensate WASD for the costs of any subsequent relocation of the Facilities; or Page 10 of 16 • when WASD holds a compensable land interest under Florida condemnation law in the existing location of the Facilities at the time of the Project. (2) Failure of WASD to provide documentation for the basis to obtain reimbursement under one of the bulleted scenarios in provision 5(f)(1) above before it makes payment to the CITY shall result in the Utility Work being deemed non -reimbursable. (3) WASD shall be responsible for all reasonable and necessary costs of the portion of Utility Work that is WASD's responsibility including related "ROW restoration" work (asphalt, base rework, trench restoration), mobilization, maintenance of traffic, off -duty police, permit fees etc. and all costs associated with any adjustments or changes to the Utility Work that conform to the WASD Standard Utility Specifications and are determined by the CITY's engineer to be necessary, including but not limited to, the cost of changing the Plans Package or the CITY's designs and the increase in the cost of performing the Utility Work, unless such adjustments and changes are necessitated by an error or omission of the CITY; however, WASD shall not be responsible for any costs that exceed ten percent (10%) above the probable construction costs, unless such additional costs are a direct result of a change to WASD's Standard Utility Specifications, or change in the scope of work initiated by WASD, after the design was completed or construction has begun. The CITY shall not bear the burden of costs related to unforeseen construction conditions that may arise after the Contingency/Allowance Fund (which may be used in accordance with the provisions of Paragraph 5(e)(4)(ix) above has been depleted. Additionally, WASD shall not be responsible for the cost of delays caused by such adjustments or changes unless such changes or adjustments are as a result of errors or omissions made by WASD. (4) The JPA for the CITY's construction of the Utility Work shall specify the manner and, where applicable, the percentage of payment from the COUNTY. The JPA for the CITY's construction of the Utility Work shall also specify the amounts set aside for Allowance and Contingency accounts. (5) Upon final payment by the CITY to its contractor, the CITY will have its final and complete accounting of all costs incurred in connection with the work performed on the Project, including the Utility Work completed. The CITY shall provide the COUNTY with Final Releases from the Contractor. All project cost records and accounts shall be available to WASD for a period of three (3) years after the final close-out of the Project for purposes of review and audit. (6) Within thirty (30) business days after the final close-out of the Project, the CITY will notify WASD of the final cost of the Utility Work. In the event the final cost of the Utility Work is less than the total of deposits by WASD in connection with the Project, a refund of the excess will be made Page 11 of 16 by the CITY to WASD within thirty (30) business days of the final close- out. 6. Claims Against the Parties Related to Utility Work a. In the event the CITY's contractor submits a notice of intent to make a claim against the CITY related to the Utility Work being constructed by WASD, the CITY will notify WASD of the notice of intent to make a claim, and WASD will cooperate with the CITY in analyzing and resolving the claim. In addition, upon notification of the contractor's notice of intent, WASD will keep and maintain daily field reports and records related to the intended claim. b. In the event the CITY's contractor submits a notice of intent to make a claim against the CITY related to the Utility Work being constructed by the CITY, the CITY will notify WASD of the notice of intent to make a claim, and WASD will cooperate with the CITY in analyzing and resolving the claim. In addition, upon notification of the contractor's notice of intent, the CITY will keep and maintain daily field reports and records related to the intended claim. c. After the CITY and WASD have analyzed all contractor claims, each party will be responsible for paying its respective liability for its portion of any claim as determined and outlined above. However, each party reserves all rights and defenses to any such claims. 7 Compliance with the Law The CITY and the COUNTY shall each 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, including the Utility Work. Neither the CITY nor the COUNTY shall unlawfully discriminate in the performance of their respective duties under this Agreement. Moreover, whenever COUNTY funds are used, the CITY agrees to comply with applicable COUNTY procurement requirements and regulations, including but not limited to, the Small Business Enterprise (SBE) Programs, , the Community Workforce Program (CWP), and the Responsible Wages and Benefits Ordinance (Ordinance No. 90- 143). The CITY also agrees to comply with the COUNTY's Ordinance 2-1076 regarding the Inspector General. Specifically, the CITY agrees to abide by the applicable contract measure recommendation(s) established by the Internal Services Department, Division Small Business Development Project Worksheet for the participation of specified business entities and/or trades, and for CWP requirements, as administered by the COUNTY's Internal Services Department, Division of Small Business Development (SBD). SBD shall have the right to oversee and perform compliance monitoring, including but not limited to, the right to audit and require reports and documentation related to the Miami -Dade County Code. Page 12 of 16 8. 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: pandemics, price escalation, strikes; lockouts; other industrial disturbances; wars; blockages; acts of terrorism; insurrections; riots; federal, state, county and local governmental restrictions, regulations and restrains; military action; civil disturbances; explosions; and conditions in federal, state, county and local permits. 9. Dispute Resolution 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 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. 10. Default If either the CITY or the COUNTY fails to perform its obligations under this Agreement or any project -specific JPA between the CITY and COUNTY, the non -defaulting party shall be entitled to reimbursement in full of all documented costs it has expended in connection with the Utility Work. Moreover, in accordance with the provisions of Paragraph 9 above, the non -defaulting party may, but is not required to, seek specific performance against the defaulting party. Further, any payments that have been made as of the date of default by the non -defaulting party, including all Contingency/Allowance Funds, deposits, etc., shall be refunded in full. 11. Entire Agreement, Amendments, Joint Preparation, Severability a. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein, with the exception of the individual JPAs to be entered into on a Project- by-Proj ect basis. b. No modifications, amendments or alterations in the terms herein shall be effective unless made in writing, approved and signed by all parties hereto. c. Additionally, the CITY and the COUNTY acknowledge that this Agreement was prepared jointly, and each party had an opportunity to seek and receive whatever Page 13 of 16 advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The language agreed to expresses their mutual intent, and, as a matter of judicial construction, the resulting document shall not be construed more severely against one of the parties. d. 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 the COUNTY elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within ten (10) business days after the finding by the court becomes final. 12. Notices a. 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 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/WASD: Miami -Dade Water & Sewer Department Attn: Director 3071 S.W. 38th Avenue, 5th Floor Miami, FL 33146 With a copy to: Miami -Dade Water & Sewer Department Attn: Chief, Intergovernmental Affairs 3071 S.W. 38th Avenue, Room 152 Miami, FL 33146 With a copy to: Miami -Dade County Attn: County Attorney 111 N.W. 1st Street, Suite 2810 Miami, FL 33128 (2) If to the CITY: City of Miami Attn: City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, F133130 Page 14 of 16 With copies to: City of Miami Attn: City Attorney 444 SW 2nd Avenue, 9th Floor Miami, F133130 City of Miami Attn: Resilience and Public Works Director 444 S.W. 2nd Avenue, 8th Floor Miami, F133130 13. Term This Agreement shall be and remain in full force and effect for a period of ten (10) years from the Effective Date of this Agreement, provided, however, that this Agreement may be terminated at any time. If either party seeks to terminate this Agreement, that party must provide thirty (30) business days notice to the other party. If one of the parties seeks to terminate this Agreement, all projects that have been proceeding pursuant to the terms of this Agreement will survive and be completed in accordance with the Agreement's terms. 14. Contract Extension This Agreement may be extended, all or in part, for a period of one (1) year by mutual agreement in writing. An extension of the term of this Agreement shall not require further approval by the Board of County Commissioners or the City of Miami Commission. 15. Miscellaneous The CITY and the COUNTY agree that time is of the essence in the performance of all obligations under this Agreement. 16. Counterparts / Electronic Signatures. This document may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same CONTRACT/AGREEMENT. The parties shall be entitled to sign and transmit an electronic signature of this CONTRACT/AGREEMENT (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed CONTRACT/AGREEMENT upon request. [SIGNATURES APPEAR ON NEXT PAGE] Page 15 of 16 IN WITNESS WHEREOF, the Parties hereto set their hands and official seals the day and year first above written, ATTEST: CLERK OF THE COURT AND COMPTROLLER BY: Deputy Clerk Signature Print Name: Date: Approved by County Attorney as to form and legal sufficiency Assistant County Attorney ATTEST: MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS BY: County Mayor CITY OF MIAMI, a municipal corporation of the State of Florida. Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: George K. Wysong II David Ruiz City Attorney Interim Risk Management Director Page 16 of 16 EXHIBIT A CITY OF MIAMI & MIAMI-DADE COUNTY JOINT PARTICIPATION AGREEMENT City of Miami Proj ect No.: Miami -Dade Water & Sewer Department Project No.: Location: Begin Date of Work: End Date of Work: THIS AGREEMENT, entered into this day of , year of ("Effective Date"), by and between the City of Miami (the "CITY") and Miami -Dade County (the "COUNTY"), WITNESSETH: WHEREAS, on or about , the CITY and the COUNTY entered into an Interlocal Master Agreement, which was approved through CITY Resolution and COUNTY Resolution ; and WHEREAS, the Interlocal Master Agreement provides the overall governing terms of the relationship and protocol for the CITY and the COUNTY to follow when they wish to enter into a Joint Participation Agreement ("JPA") in those instances where the CITY intends to engage in a project that involves constructing, reconstructing or otherwise changing or improving a public road (the "Project") and the COUNTY has utility facilities that must be protected, relocated, installed, adjusted or removed within the public road or area that the CITY intends to improve through the Project, NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and consistent with the terms of the Interlocal Master Agreement, the CITY and COUNTY hereby agree as follows: 1. The CITY shall perform the: Design Construction Design and Construction (Design/Build only) of the Utility Work to be done by the CITY as part of a CITY project. 1 2. As indicated in Paragraph 1 above, the CITY is to perform the design work for the Utility Work. Accordingly, consistent with Paragraph (5)(c)(7), the COUNTY shall pay the CITY a lump sum for the design work within thirty (30) days of the COUNTY's receipt of an invoice from the CITY for the design costs as agreed to based on the design work order proposal provided to the COUNTY by the CITY. WASD shall pay a 10% administrative fee of the work order amount. 3. As indicated in Paragraph 1 above, the CITY is to perform the construction of the Utility Work. Based on the cost estimate agreed to by the CITY and the COUNTY in advance of selection of the Contractor, the COUNTY agrees to pay all costs including but not limited to: (a) "ROW restoration within envelope of WASD improvements", cost of permit fees, costs of the Bid bond, Payment and Performance bond as well as maintenance bond., (b)15% of the estimated total cost of the construction portion of the Utility Work for a Contingency Fund, which fund shall be dedicated to cover changes to the Utility Work during construction, and (c) a prorated share of the administrative costs for the Utility Work, which amount shall be 3% of the total estimated cost of the Utility Work. 4. As indicated in Paragraph 1 above, the CITY is to perform the design or construction of the Utility Work. Accordingly, consistent with Paragraph (5)(f)(4) of the Interlocal Master Agreement, the COUNTY agrees that payments shall be made to the CITY for the design or construction work in the following manner or at the following times: Lump Sum (Design) Lump Sum (Construction) Reimbursement (Construction) - Invoice Submittal (City's reimbursement submittals for completed project utility installment work will include certified copies of paid contractor payment requisition and proof of payment) 2 5. For "design/build" projects, WASD and the CITY will enter into a JPA for both design and construction (i.e. #6 and #7). 6. The WASD approved Utility Design Cost estimate is $ inclusive of $ for Additional Services Allowance and $ for 10% Contingency. In addition, the County agrees to pay $ (10% of the Utility Design Cost estimate) as the City's administrative fee for a total of $ . Any unused portion of the Additional Services Allowance and Contingency funds will be returned to the County by the City. The County agrees to reimburse the City in the manner indicated in Paragraph # 2 above. 7 The WASD approved Utility Construction Costs estimate is $ inclusive of $ for Additional Services Allowance and $ for 15% Contingency. In addition, the County agrees to pay $ (3% of the Utility Construction Cost estimate) as the City's administrative fee for a total of $ . The County agrees to reimburse the City in the manner indicated in Paragraph # 4 above. COUNTERPARTS / ELECTRONIC SIGNATURES. This document may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same CONTRACT/AGREEMENT. The parties shall be entitled to sign and transmit an electronic signature of this CONTRACT/AGREEMENT (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed CONTRACT/AGREEMENT upon request. MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS County Mayor or Mayor's Designee Date Approved by County Attorney as to form and legal sufficiency County Attorney Date (SIGNATURES CONTINUE ON NEXT PAGE) 3 CITY OF MIAMI, a municipal ATTEST: corporation of the State of Florida , City Clerk Date: City Manager Date: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Date: , Director Date: City Attorney Risk Management Date: EXHIBIT B SAMPLE LETTER OF INTENT TO PROCEED WITH PROJECT Roy Coley, MBA Director Miami -Dade Water and Sewer Department 3071 S.W. 38th Avenue, 5th Floor Miami, Florida 33146 Re: City of Miami Intent to Proceed with City Project Project Number: B- Project Name: Project Location: Utility Meeting Date: JPA Type: (Design or Construction or "Design/Build") Dear Mr. Coley: A Mandatory Utility Meeting was conducted on the referenced date between the City of Miami (the "City") and the Miami -Dade Water and Sewer Department (the "WASD") to discuss the possibility of entering into a Joint Participation Agreement (JPA) for the referenced project. At the conclusion of the meeting, WASD acknowledged the need for design, permitting and construction phase services for the Utility Work needed for the Project. The City hereby acknowledges that it intends to proceed with the Project in accordance with the scope provided to WASD at the at the Mandatory Utility Meeting. The City seeks to enter into a JPA for WASD's facilities within the Project area in accordance with its Interlocal Master Agreement with Miami -Dade County dated ( / / ). Sincerely, Director, Department of Resilience and Public Works EXHIBIT C City of Miami & Miami -Dade County Joint Participation Agreement AMENDMENT City of Miami Project: [Project No. and Project Name] Miami -Dade Water and Sewer Department Project Number: [PCTS No. / ER No./ eBuilder No.] Joint Participation Agreement (JPA) Type: [Design / Construction / "Design/Build"] The City of Miami (the "CITY") and Miami -Dade County (the "COUNTY") seek to amend the original Joint Participation Agreement ("JPA") entered into and executed on as identified above. All provisions in the Agreement and amendments, if any, shall remain in effect and unmodified except as expressly modified by this amendment. Amendment Number: [Number] Amendment Effective Date: [Date of last signature] REASON FOR AMENDMENT: [Design Cost Increase / Construction Cost Increase/ Contract Time Increase / Contract Cost Increase] The backup information shall be provided to support the reason for Amendment. Cost Increase: The added increase of $ amount to $ Time Increase: is added to the original JPA of $ , bringing the total JPA The added increase of calendar days is added to the original JPA of bringing the total JPA amount to days. The CITY and COUNTY hereby agree to amend the JPA as stated above. calendar days, In WITNESS WHEREOF, the parties have executed this Amendment on the date last ascribed herein. 1 COUNTERPARTS / ELECTRONIC SIGNATURES. This document may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same CONTRACT/AGREEMENT. The parties shall be entitled to sign and transmit an electronic signature of this CONTRACT/AGREEMENT (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed CONTRACT/AGREEMENT upon request. MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS County Mayor or Mayor's Designee Date Approved by County Attorney as to form and legal sufficiency County Attorney Date CITY OF MIAMI, a municipal ATTEST: corporation of the State of Florida , City Clerk Date: City Manager Date: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Date: , Director Date: City Attorney Risk Management 2