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JPA with MD County for Construction Venetian CausewayAttachment 2 a ~~9- ~ yoy0 JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MIAMI-DADE COUNTY FOR THE CONSTRUCTION OF VENETIAN CAUSEWAY STREETSCAPEIMPROVEMENTS This Agreement is entered this day of _ i~2 a ~ 2009, by Miami-Dade County, a political subdivision of the State of Florida ( ounty), and the City of Miami Beach, a municipal corporation of the State of Florida (City), (Agreement). RECITALS WHEREAS, the County, through its Public Works Department, and the City desire to enter into a Joint Participation Agreement to manage the construction of capital streetscape improvements to the Venetian Causeway consistent with the Venetian Causeway Master Plan, developed by Urban Resource Group, and adopted by the City of Miami and the City of Miami Beach (the Project); and WHEREAS, the County acknowledges that the Venetian Causeway is a County Right-of-Way and that General Obligation Bond funds provided by the City for Project improvements are exclusively limited by funding source to use for above-ground enhancements to needed County improvements: and WHEREAS, the City set aside $1,827,000 in its 1999 General Obligation Bond for enhancements to the Venetian Causeway; and WHEREAS, the City will also pass through to fhe County funds applied for by the City and obtained for this Project from the Florida Department of Transportation (FDOT), through a Local Agency Program (LAP) Agreement; and WHEREAS, on March 30, 2006, as adopted by the City pursuant to Resolution No. 2005-26020, the County and the City entered into an Interlocal Agreement to manage and implement the consulting services, which include planning, design, and construction administration of the Project; and WHEREAS, the Miami-Dade County Board of County Commissioners and the Miami Beach CKy Commission find that it is in the best interest of the County and the City to now enter into a Joint Participation Agreement to manage and implement the construction of the Project. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants promises, temts and conditions contained herein, and for other good and valuable considerations each party to the other given, roceipt and sufficiency of which is hereby acknowledged, it is mutually covenanted, promised, and agreed between the County and City as follows: Section 1. Recitals The above recitals are true and correct and incorporated herein by reference. Section 2. Scone of Services 2.1 The work will consist of roadway improvements to include: sidewalks, stormwater improvements, curb and gutters, raised landscape medians, bike lanes, decorative roadway lighting, tree planting, signalization, pavement markings, signage, and other streetscape improvements. 2.2 The County will select a licensed Contractor in accordance with its formal Procurement Process. Said firm shall be licensed in the State of Florida to perform said work and shall have the requisite qualifications and experience to perform the work that is the subject of this Agreement. 2.3 The contribution of City funds to the County for construction of the Project is currently estimated to be a maximum of $1,564,179, and cannot be used for the construction of water, sanitary sewer, stormwater improvements, or the undergrounding of above-ground utilities such as electric, telephone, and cable. These City funds can only be used within the City limits of the City of Miami Beach. 2.4 The City will also pass through to the County funds applied for by the City and obtained for this Project from FDOT, through a LAP Agreement ($1,000,000), which has been developed by the County on the City's behalf and executed between the City and FDOT. These funds may be used for all improvements included in Section 2.1. The County will submit invoices to the City. These invoices will be forwarded to FDOT for reimbursement of LAP funds. Upon receipt of funds by the City, the funds will be forwarded to the County. 2.5 The amounts committed by the City are based on current estimated costs of the Project. Additionally, the parties recognize that amendments increasing the City's financial contribution will be required only if the City requests additional work beyond what is required in the Construction Documents. Provided that there is no increase in the amount of County funds required, and that the City's financial contribution is not increased by more than $25,000, such amendments may be executed by the City Manager and the County Mayor or County Mayor's designee without the need for approval by the City and County Commissions. Any amendment which increases the City's financial contribution by an amount exceeding S25,000 shall require the approval of the Mayor and City Commission of Miami Beach. 2.6 The City shall make payments to the County for the City's financial contribution, on a reimbursement basis. Said reimbursements shall be due to County within thirty (30) days of City's receipt of a proper invoice. Invoices shall be presented no more frequently than every thirty (30) days. Reimbursement by the City to the County for the City's financial contribution will be made based upon the City's pro-rata share of the construction cost for each invoice. Section 3. Notices 3.1 All notices hereunder must be in writing and shall be deemed validly given if sent by U.S. certified mail, return receipt requested, hand delivered or overnight delivery addresses as follows: County: Esiher L. Galas, P.E. Public Works Department Miami-Dade County 111 N.W. First Street, Suite 1640 Miami, Florida 33128 City: City Manager, City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Copied to: Public Works Director, City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Capital Improvement Projects Director, City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 3.2 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specrfically provided for by the party entitled to notice. 3.3 Notice shall be deemed given on the day on which personally served, or the day of receipt by either U.S. certified mail or overnight delivery. Section 4. Entire Agreement 4.1 The L'ity and the County agree that this is the entire Agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the Perms or conditions contained herein shall be effective unless contained in a written document executed veith the same formality and of equal dignity herewith. Notwithstanding any provision herein, this Agreement in no vday obviates or nullifies the obligations of the City under the City Charter or of the County under the County Charter. 4.2 Title and Paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. Section 5. Amendments 5.1 This Agreement may be modified only in a written instrument signed and sealed by the City Manager of Miami Beach or fhe Miami Beach City Commission, as the case may be, and the County Mayor or County Mayor's designee of Miami- Dade County (as provided for in Section 4 above). Sectior. 6. Indemnification G.1 To the extent permitted by Section 768.28, Florida Statutes, the parties agree to indemnify each other for liability due to any act yr omissipn, neglect or wrongdoing of a party or any of its officers, agents, or employees. Further the parties agree to defend each other against any and all such claims or demands which may be claimed and have arisen as a result of yr in connection with the parties' participation in the Agreement. Nothing contained herein sha•.I be construed to contradict the provisions of Section 768.28, Florida Statutes. Nor shall this Article be construed to require either party to indemnify the other for the negligent acts of the other. Sectior: 7. Effective Date and Term 7.1 This Agreement shall become effective upon the signatures of the City and the County, and shall remain in fu!I force and effect until such time when construction of the Project is completed and closed-out, and the County's Contractor's accounts as ~~vell as those of the Cvunty Public Works Department and the Countys Agent (if applicable) are closed. The effectiveness of this Agreement is subject to the execution by the City of Miami and the COUNTY of their Joint Participation Agreement for improvements of the Venetian Streetscape Project. In the event that contract is not executed by December 31, 2009, this Agreement shall become null and void and of no effect. Section 8. Severability 8.1 !f any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not he affected and every other term and provisivn of this Agreement shall be valid and enforced to the fullest extent permitted by law. Section 9. Assignment 9.1 Neither this Agreement nor any term nor provision hereof of right hereunder shall be assignable by any parties and any attempt to make such assignment shall be void. Section 10. Counterparts 10.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. Section 11. Governing Law/Litioation 11.1 This Agreement shall be construed in accordance with the laws of the State of Florida, and any proceedings arising in any matter pertaining to this Agreement shall, to the extent permitted by law, be held in circuit court in Miami-Dade County, Florida. 11.2 In the event that any party to this Agreement should seek legal or administrative recourse to enforce the terms of this Agreement, the breaching party shall be obligated to pay the prevailing party the reasonable attorneys fees and costs incurred by the prevailing party. 11.3 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND COUNTY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. (REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf as of the date first above written. ATTEST: MIAMI-DADE COUNTY a political subdivision of the State of Florida By its Board of County Commissioners: By: County Mayor or County Mayor's Designee HARVEY RUVIN, CLERK OF THE BOARD By: Deputy Clerk Approved as to form and legal sufficiency: By: --- County Altomey ATTEST: CITY OF MIAMI BEACH I. n , h ~ ~ ~ ~ ~, a municipal corporation IWI~ u/~"u'l \~ -- By: BY~ Robert Parcher a i over City Clerk Mayor APPROVED AS TO FORM & LANGUAGE FOR ELUTION -~" ~' i y !0 t~ `'` V a