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HomeMy WebLinkAbout23020AGREEMENT INFORMATION AGREEMENT NUMBER 23020 NAME/TYPE OF AGREEMENT OFFICE OF CAPITAL IMPROVEMENT CONTRACT COMPLIANCE MANAGEMENT SECTION DESCRIPTION FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING / MATTER ID:19-3267 / #4 EFFECTIVE DATE February 14, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/13/2020 DATE RECEIVED FROM ISSUING DEPT. 2/24/2020 NOTE P3o,so MIAMI PARKING AUTHORITY FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING THIS FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING ("First Amendment") is made and entered into this k day o Litt )41 , 2020, by and between the Department of Off -Street Parking, d/b/a the Miami Parkin: uthority, an agency and instrumentality of the City of Miami ("City"), located at 40 NW 3rd Street, Suite 1103, Miami, FL 33128 ("MPA"), and the City of Miami ("City"), a municipal corporation of the State of Florida, located at 3500 Pan American Drive, Miami, FL 33133. The MPA and City shall collectively be referred to as the "Parties", and each may individually be referred to as a "Party". RECITALS WHEREAS, on November 17, 2017, the Parties entered into a Memorandum of Understanding ("MOU") allowing the City's Office of Capital Improvements ("COI") Contract Compliance Management Section ("CCMS") to provide monitoring services on behalf of the MPA as required by Sections 18-89 and 18-120 of the City Code, including but not limited to, responsible wages, local workforce participation, and community small business enterprises (collectively referred to herein as ("Services"); and WHEREAS, in accordance with the MOU, the MPA paid the City a deposit in the amount of Twenty -Five Thousand Dollars ($25,000.00), as consideration for the Services to be rendered throughout a period of twelve (12) months; and WHEREAS, due to delays occasioned by litigation and inclimate weather conditions, the project was delayed for a period of at least seven (7) months beyond the initial term of twelve (12) months; and WHEREAS, through no-fault of the City, project delays have increased the cost of Services rendered by the City; and WHEREAS, the MPA desires the continuation of Services from the City and the City desires to provide Services to the MPA for additional compensation as proper consideration; and WHEREAS, the Parties have determined that it is in their best interests to execute this First Amendment in order to address the payment for the rendition of additional Services. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the Parties hereto agree as follows: 1. The City agrees to provide Services to the MPA through April 30, 2020. 2. The MPA agrees to pay the City the amount of Twenty Thousand Dollars ($20,000.00) for Services rendered through April 30, 2020. 3. The Parties agreethat this First Amendment is hereby incorporated into and made part of First Amendment to MOU (RCG) Page 1 of 2 the MOU, entered by the Parties on November 17, 2017 (attached hereto as Exhibit A). 4. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the Parties. 5. This First Amendment shall be binding upon the Parties hereto, their successors in interest, heirs, executors, assigns and personal representatives. 6. All other terms of the MOU which have not been modified by this First Amendment, shall remain in full force and effect. 7. This First Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties have executed this First Amendment by their respective proper officers duly authorized the day and year first written above. City of Miami, Florida, "City": By: E T. ernandez City anager Ci a of Miami ATTEST: Todd Hann City Clerk City of Miami Department of Off- eet Parking a/k/a Miami Parking Authorit gency and instrumentality of the City of Miami PA": By: • Arthui l oi+iega, V Chief Executive officer Miami Parking Authority ATTEST: land C. ldos, Esq. Senior Ex utive Advisor Miami Parking Autho • APPROVED : O ' ORM AND APPROVED AS TO CORREC SS: REQUIREMENTS: Bv: Ann -Marie Sh Risk Manage ent !1 irector First Amendment to MOU (RCG) Page 2 of 2 Exhibit A MEMORANDUM OF UNDERSTANDING BETWEEN THE MIAMI PARKING AUTHORITY AND THE CITY OF MIAMI This Memorandum of Understanding ("MOU") is made 'and entered into this 17th day of November; 2017 ("Effective Date"), by and between the City of Miami Department of Off -Street Parking a/k/a the :Miami Parking Authority ("MPA"), *agency and instrumentality of the City of Miami located at 40 N.W. 3rd Avenue, Miami, FL 33128, and the City' of Miami. ("City"), a municipal, corporation of the State of Florida located at 3500 Pan American Drive, Miami 331'33. RECITALS WHEREAS, the City is a municipal -corporation pursuant to state law and:the municipal charter has governmental, corporate and proprietary powers that allow it to conduct municipal .government, perform municipal functions and -render municipal services, and may exercise any power for municipal purposes except as otherwise_provide b.y law; and WHEREAS, Section 23 of the City of Miami Charter created and established the MPA as an agency and instrumentality of the City of.Miami with full power and authority to acquire, own, use, hire, lease, operate and dispose, of real property and personal property and any interest -therein, for the purpose of constructing, maintaining or operating off street parking facilities as shall be necessary in the judgment :of the MPA, and to make and enter into all contracts necessary or incidental to the exercise of its powers and the performance of its duties and :functions with respect to -the operations, management and control of said facilities, and WHEREAS, the MPA issued Grove Bay Parking Garage Invitation to Bid- ("ITB") No. 17-14.on August 30, 2017 for the procurement of construction services as set forth in Exhibit "A" ("the Project"); and. ARTICLE I The purpose of:this MOO is to ensure funding and delegate the responsibilities of each Party, The MPA desires that compliance monitoring services for the Project be provided by the City's Office of Capital Improvements ("OCI") Contract Compliance Management Section ("CCMS"): ARTICLE 1I 2.1. The term of this MOU shall commence on the effective date and 'continue until construction of the Project is complete and accepted by MPA, unless terminated by either Party pursuant to Article V below. 2.2. The Parties agreethat time is of the essence in the performance of each and every obligation under this MOU. ARTICLE III RESPONSIBILITIES OF THE PARTIES 3.1. Citv's Responsibilities. The City hereby agrees as follows: (a) To provide compliance monitoring services to.the MPA .for 'the Project as required by City Charter Sections 18-89 and 18-120, including,- but not limited to, responsible wages, local workforce participation and community small business enterprises. 3.2. MPA Responsibilities. The MPA hereby agrees as follows: ,(a) To deposit an amount not to exceed $25,000 into the City's compliance monitoring account to cover the cost .of salaries, including as -needed City administrative staff dedicated various functions associated with compliance monitoring for the Project. :Payment to the City by MPA is due Within forty-five (45) days of executjon.of this MOU. (b) To name a designated project manager and construction manager employed by the MPA who Will coordinate with the City's: compliance monitor, including contact information for the Contractor 'awarded the . Project . who will be responsible for submitting compliance related documents and report within forty-five days (45) of execution of this MOU. (c) The Parties shall direct all matters arising in connection with performance of this MOU, other than notices, to the attention of the. 'MPA's project manager for attempted resolution or action. The designated project manager shall be responsible for overall coordination and.. oversite relating. to the performance of this MOU and for communications with the City's compliance monitor. 2 ARTICLE IV INDEMNIFICATION 4.1. Pursuant to Section 768.28, Florida Statutes, the MPA assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or.omissions of the MPA and the (officers, employees,: servants; and agents thereof. The MPA warrants and represents that it is self -funded for liability insurance, or has liability insurance, both public and property, with such protection being applicable to the MPA officers,. employees, servants and agents while acting within the scope of their employment with the MPA. 4.2. Pursuant to Section 768.28, Florida Statutes, the:City assumes any and all risks of personal injury; bodily injury'and property damage attributable to the negligent acts or omissions of the City and the officers, employees, servants; and agents thereof. The City warrants and represents that it is self -funded for liability insurance, or has liability insurance, both public and property, with such protection being applicable to the City officers, employees, servants: and agents while 'acting within the scope of their employment with the. City. ARTICLE V TERMINATION/REMEDIES 5.1 If any Party fails to fulfill its obligations under this MOU in a timely and proper manner, the other Parties shall have the right to terminate their participation under this MOU by giving written notice of any deficiency. The Party in default shall then have thirty (30) calendar days from receipt of notice to correct the deficiency. If .the defaulting Party fails to .correct the deficiency within this time, this MOU shall terminate at the expiration of the thirty (30) day time period.: 5.2 Any Party may terminate this MOU at -any time for convenience upon ninety. (90) calendar days prior written notice to the other Party. Any such termination shall be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU isterminated, and the date upon which such termination becomes effective. 5.3 In the event a dispute arises which the Project Managers/Construction Managers cannot resolve between themselves, the Parties shall have the option to submit to nonbinding mediation. The mediator or mediators shall be impartial, shall be selected by Parties, and the cost of the mediation shall be borne equally by the Parties. The mediation process shall be confidential to the extent permitted by law. 5:4 This.MOU has:no third -Party beneficiaries (intended or incidental); who may enforce obligations of any Party should the MOU be terminated: ARTICLE VI RECORDS RETENTION/OWNERSHIP The MPA and the City shall maintain records.and each. Party shall have inspection and audit rights as follows: 3 6.1. Maintenance of. Records: All Parties shall maintain all financial and non -financial records and reports directly or indirectly related to the negotiation or performance of this MOU including supporting documentation for any compliance monitoring reports, including payroll records. Such records shall be maintained and made available for inspection for a period of five (5) years from the expiration or termination date of this MOU. 6.2. Examination of Records: All Parties or their designated agents shall have the right to examine in accordance with generally' accepted governmental auditing standards all records. directly or indirectly related to this MOU. Such examination may be only within five (5) years from the expiration or termination of this MOU and upon reasonable notice, time and place: 6.3. Extended Availability of Records for Legal Disputes: In the event that any Party should become involved in a -legal dispute with a third Party arising from performance under this MOU, the other Parties shall extend the period of maintenance for all records relating to this MOU until the final disposition of the legal dispute, and all such records shall be made readily available. ARTICLE VII STANDARD OF COMPLIANCE 7.1. The MPA and City, their employees, subcontractors, partners or assigns, shall comply with any and all applicable federal, state, and local laws and regulations relating to the performance of this MOU to which their activities are subject. 7.2. The MPA and the City shall allow public access to all project documents and materials it maintains in accordance with the provisions of Chapter 119, Florida _Statutes. Should the MPA and/or the City assert any exemptions to the requirements of Chapter 119. and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be both upon the Party asserting the exemption. ARTICLE VIII RELATIONSHIP BETWEEN THE PARTIES 8.1. The MPA and the City are both public agencies. Neither Party shall be deemed en employee or agent of the other Party. Nothing in this MOU shall be interpreted to establish any relationship other :than that of Co -Parties, between the MPA and the City, ,or between their respective employees, agents, subcontractors, partners, or assigns, durin g or after the performance of this MOU. ARTICLE IX GENERAL PROVISIONS 9.1. Notwithstanding any provisions of this MOU to the contrary, the Parties shall not be held liable for any failure or delay in the performance of this MOU that arises from fires, floods, strikes, 4. embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government riots, civil commotion, force majeure, acts of God, or for any other cause of same character which is unavoidable through the exercise of due care and beyond the control of the Parties. Failure to perform shall be excused during the continuance of such circumstances, but this MOU shall otherwise remain in effect. 9.2. In the event any provisions of this MOU shall conflict, or appear to conflict, the MOU, including all exhibits, attachments and all other documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 9.3. Failures or waivers to insist on strict performance of any covenant, condition, or provision of this MOU by the Parties, their successors and assigns shall not be deemed a waiver of any rights or remedies, nor shall it relieve the other Parties from performing any subsequent obligations strictly in accordance with the term of this MOU. No waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought. Such waiver shall be limited to provisions of this MOU specifically referenced to therein and shall not be deemed a waiver of any .other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 9.4. Should any term or provision of this MOU be held, to any extent invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this MOU, to the extent that the MOU shall remain operable, enforceable and in full force and effect to the extent permitted by law. 9.5. This MOU may be amended only with the written approval of the Parties hereto. 9.6. This MOU states the entire understanding and agreement between the Parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the Parties with respect to the subject matter of this MOU. The Parties recognize that any representations, statements or negotiations made by the staff of either Party does not suffice to legally bind either Party in a contractual relationship unless they have been reduced to writing and signed by their authorized representative(s). This MOU shall inure to the benefit of and shall be binding upon the Parties, theirrespective assigns, and successors in interest. 9.7 The Parties hereby waive any conflict of interest associated with the City of Miami i City Attorney's Office reviewing and approving this document as to legal sufficiency. IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the Parties have executed this Agreement as of the date first above written. 5 asogo CITY OF MIAMI, FLORIDA By: ATTES B Daniel ;Y. alfon City M ager City of Miarn' Hannon, City Clerk APPROVEPAS TO FORM AND LEGAL SUFFICIENCY: Viptif-ia Men z City Att 1 r APPROV Ann -Marie Risk Manag harp ent rector CITY OF MIAMI i PARTMENT OF OFF-STREET PARKING, A/K/A ' E MIAMI PARKING AUTHORITY By: 4( • EQUIREMENTS: 6 B nega Execu ive Director Miami Parking Authority