HomeMy WebLinkAboutExhibitDOWNTOWN MIAMI SIGNAGE AND WAYFINDING SYSTEM
PROJECT 40-B30941
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" (collectively, the "Parties").
WITNESSETH
WHEREAS, both parties herein wish to facilitate the construction of signage and
wayfinding improvements, 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, new vehicular, pedestrian and
parking wayfinding signage, and improvements to the public right-of-way, such as
the removal of repetitive and aging signs, and the installation of district gateway
and destination signs; and
WHEREAS, the City and the DDA wish to enhance the signage and wayfinding
system for motorists, pedestrians, bicyclists and transit users within the Downtown
Miami area; and
WHEREAS, the City and the DDA applied for and were awarded a federal grant in
the amount of One Million Dollars ($1,000,000.00) from the Florida Department of
Transportation (FDOT) for the construction of the Project; and
WHEREAS, FDOT wiII 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 for the City to access the Grant Funds; and
WHEREAS, the LAP Agreement between the City and FDOT was executed on July
22, 2014, referred to as "Exhibit A," pursuant to the adopted Resolution No. R-11-0159,
passed on April 14, 2011; and
WHEREAS, to date the DDA has expended approximately Three Hundred
Thousand Dollars ($300,000.00) on design, utility clearance and construction documents
in preparation of the bid for the City's Project; and
WHEREAS, on June 6, 2018, the City received one (1) bid from a qualified
contractor in the amount of One Million Five Hundred Forty -Five Thousand Nine
Hundred Forty Dollars and Fifty Cents ($1,545,940.50) and this bid was verified as viable
by FDOT; and
WHEREAS, on July 26, 2018, the City of Miami awarded a contract to Florida
Engineering Development Corp. ("Florida Engineering") for One Million Five Hundred
Forty -Five Thousand Nine Hundred Forty Dollars and Fifty Cents ($1,545,940.50), plus
ten (10%) percent contingency in the amount of One Hundred Fifty -'Four Five Hundred
Ninety -Four Thousand Dollars and Five Cents ($154,594.05), for a total contract amount
not to exceed One Million Seven Hundred Thousand Five Hundred Thirty -Four Dollars
and Fifty -Five Cents ($1,700,534.55) for the fabrication and installation of the signs; and
WHEREAS, funding in the amount of One Hundred Fifty Thousand Dollars
($150,000.00) was approved by the DDA for the construction of the Project pursuant to
the Joint Participation Agreement executed on October 18, 2013; and
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WHEREAS, the DDA wishes to support the City's efforts by providing additional
funding for construction in an amount not to exceed Three Hundred Fifty Thousand
Dollars ($350,000.00) for a total funding contribution in an amount not to exceed Five
Hundred Thousand Dollars ($500,000.00); and
WHEREAS, the DDA is pursuing partnerships with other agencies to help offset the
additional investment in construction of the Project;
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the Parties agree as follows:
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
construction of the Project.
2.1 Accounting: The City shall at all times maintain separate accounting for the
costs of the Project, so those costs may be independently verified and audited
by the DDA, at the request and cost of the DDA. The City agrees to permit the
DDA 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 DDA for inspection within five (5) working days upon receipt
of a written request from the DDA.
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2.2 Funding: The City shall find and expend the funds necessary to construct the
Project, more specifically the costs associated with Construction & Engineering
Inspection, Project Management and Coordination and Contingency as
described in Exhibit B.
2.3 Construction: The City has awarded the construction contract of the Project to
Florida Engineering, pursuant to Resolution No. R-18-0340 passed by City
Commission on July 26, 2018, in the amount of One Million Five Hundred Forty -
Five Thousand Nine Hundred Forty Dollars and Fifty Cents ($1,545,940.50),
plus ten (10%) percent contingency in the amount of One Hundred Fifty -Four
Five Hundred Ninety -Four Thousand Dollars and Five Cents ($154,594.05), for
a total contract amount not to exceed One Million Seven Hundred Thousand
Five Hundred Thirty -Four Dollars and Fifty -Five Cents ($1,700,534.55).
2.4 Construction Administration and Inspection: The City shall exercise all the
responsibilities of the owner under the construction contract, including
construction administration and inspections. The City may delegate this
function to an authorized agent or Construction Engineering Inspection
consultant. The City will allow the DDA access to the site for review and
observation during construction. The DDA will assist the City in preparation of
the final punch list and close-out of the Project.
2.5 Ongoing Maintenance: Upon the completion of the installation of the signs,
the City shall be responsible for the ongoing maintenance of all signs.
Maintenance includes the day to day upkeep of the signs as well as any
replacement that is required throughout the full life of the signs.
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3 RESPONSIBILITIES OF DDA:
3.1 Design: The DDA will secure engineering design and consulting services from
qualified firms to develop the construction plans, technical specifications,
special provisions, pay items and construction cost estimates for the Project
(the "Design Work") in accordance with all applicable City, County, State and
Federal standards and specifications. The City agrees that the selection,
retention and discharge of the design consultant shall be the responsibility of
the DDA in accordance with applicable laws. The DDA shall have the right to
award the Design Work to a qualified firm through an existing Agreement if
deemed the most advantageous method to complete the Project.
3.2 Permits and Approvals: During the course of the design, the DDA shall obtain
all necessary approvals, permits, and utility adjustments; and coordinate the
review of construction documents by utilities and permitting agencies. The
DDA shall make all necessary adjustments as required for approval and/or
permitting by those agencies. The DDA shall obtain all necessary approvals,
permits, and utility adjustments for the Project in accordance with applicable
State, Federal and Local Laws and ordinances.
3.3 Funding Amount: The DDA agrees to provide funds for construction of the
Project in the not to exceed the amount of Five Hundred Thousand Dollars
($500,000.00), for eligible expenses, as defined herein, incurred by the City for
the construction of the Project. The DDA shall disburse to the City funds for
the Project on a reimbursement basis. The DDA shall incur no liability for any
costs in excess of said funding amount unless there has been a duly authorized
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increase approved by the DDA Board of Directors. The not to exceed amount
of Five Hundred Thousand Dollars ($500,000.00) shall include a not to exceed
fee of no more than Five Percent (5%) paid to the City's Office of Capital
Improvements for the management and oversight of the Project.
3.4 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.
4 ELIGIBLE EXPENSES: The Parties agree that only the costs incurred by Florida
Engineering, more specifically described in Exhibit Care eligible expenditures for
DDA's funding, and documentation will be made available to substantiate
expenditures in the form of approved invoices, verified payment requests,
documented journal entries, and/or check vouchers, at the request of the DDA.
5 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.
6 DISPUTE RESOLUTION APPLICABLE LAW: The Parties shall resolve any disputes,
controversies or claims between them arising out of this Agreement in accordance
M.
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.
7 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.
8 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 express 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 by the other.
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9 CONFLICT WAIVER: The Parties herein agree that each waives any concerns
regarding conflict with respect to the Office of the City Attorney providing any
legal review of this document.
10 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.
11 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.
12 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.
13 MISCELLANEOUS PROVISIONS:
13.1 Title and paragraph headings are for convenient reference and are not a part
of this Agreement.
13.2 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.
LV
14 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
Office of the City Attorney
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
To the City:
Attention: Steven C. Williamson, Director
City of Miami
Office of Capital Improvements
444 SW 2nd Avenue, 8th Floor
Miami, FL 33130
(305) 416-1280
With a copy to: Victoria Mendez, City Attorney City of Miami
Office of the City Attorney
444 S.W. 2nd Avenue, 91h Floor
Miami, FL 33130
15 INDEMNIFICATION: To the extent permitted by Florida law and without waiving
their respective rights of sovereign immunity, the City and the DDA shall each
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indemnify and hold harmless the other, and their respective officers, employees,
and agents from any and all liabilities, losses or damages, which the City and the
DDA, or their respective officers, employees, or agents may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature
arising out of, relating to or resulting from the negligent or intentional acts or
omissions of the City or the DDA, or their respective officers, employees, or agents,
arising out of, relating to or resulting from the performance of the Agreement.
Remainder of the page left intentionally blank
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IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day
and year first above written.
ATTEST:
I�
ATTEST:
Todd B. Hannon
City Clerk
(Affix City Seal)
APPROVED AS TO FORM AND
CORRECTNESS:
WM
Victoria Mendez
City Attorney
MIAMI DOWNTOWN DEVELOPMENT
AUTHORITY, BY ITS BOARD OF
DIRECTORS
Alyce Robertson
Executive Director
CITY OF MIAMI, a municipal
corporation of the State of Florida
IM
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Emilio T. Gonzalez, Ph.D.
City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Anne -Marie Sharpe, Director
Risk Management
LAP AGREEMENT
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EXHIBIT B
PROJECT CONSTRUCTION ESTIMATE
DowntownWa Ending & Signage System B-30941 FM 431992-1
Project Item Descxi tion
Available Funds
Project Estimated Cost
Fun allocated to Project by FDOT
DDA Funds Provided to Cit as LAP Match for Const. er JPA)
$ 1,000,000.00
$ 150,000.00
DDA Funds to be Provided to City for Construction Contingency A amendment
$ 350,000.00
Ca ital Plan FY 19 Parking Surcharge _
$ 500,000.00
Actual Project Implementation Cost 6/6/2018 Bid Security List
$ 1,545,940.50
Estimated Additional Cost - CEI Construction & E ineernIns ection 1437%
$ 222,168.42
Estimated Additional Cost - 00 Project Managnement/Coordination 5% _ ��
Actual Additional Cost Contin encu 10% above bid amount
� �
$ 77,297.03
$ 154,594.05
Total j
$ 2,000,000.00
$ 2,000,000.00
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EXHIBIT C
REIMBURSABLE EXPENSES
Miami Downtown Development Authority will reimburse the City of Miami for
the construction administration expenses of the following Project elements:
• Construction of new vehicular, pedestrian and parking wayfinding
signage, and improvements to the public right-of-way, such as the
removal of repetitive and aging signs, and the installation of district
gateway and destination signs.
• The project is bounded by the DDA limits.
• DDA Funding Amount: not to exceed $500,000.00
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