JPA with MDC - West Avenue Bridge Project t
JOINT PARTICIPATION AGREEMENT
BETWEEN MIAMI -DADE COUNTY AND THE CITY OF MIAMI BEACH
WEST AVENUE BRIDGE PROJECT
This AGREEMENT, made and entered into this day ` , 2011, by and
between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the STATE
OF FLORIDA, hereinafter referred to as the. "City", and MIAMI -DADE COUNTY, a
political subdivision of the STATE OF FLORIDA, hereinafter referred 'to as the "County ",
WITNESSETH
WHEREAS., both parties herein wish to facilitate a bridge project in MIAMI -DADE
COUNTY, hereinafter referred to as the "Project" described as follows:
The planning, design and engineering, right -of -way acquisition, and construction
of a new bridge along West Avenue over the Collins Canal, from 17 Street to
Dade Boulevard, with travel lanes, bike lanes, and a sidewalk on each side of the
road; and
WHEREAS, the County wishes to utilize the resources of the. City to plan, design
and engineer, acquire right -of -way, contract, and construct the Project, subject to the
terms and . conditions of this Agreement,
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, parties agree:
1. RESPONSIBILITIES OF CITY
1.1. Plan nincq /Design The City shall complete, at its sole expense, the planning,
design and engineering, construction plans, technical specifications, special
provisions, pay items and cost estimates for the Project, in accordance with .
standard Florida Department of Transportation, County, and /or City, as
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applicable, design criteria,, to the satisfaction of the County's Public Works
Director. or their designee. The City's design consultant shall be made
available to the County at - the City's expense, to review shop drawings and
perform required post - design services limited to Project design. '
1.2. Permits and Approvals - During the course of the design, the City shall
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obtain all necessary permits, ' and utility adjustments, and coordinate the
review of construction 'documents by utilities and permitting agencies. The
City shall make all - necessary adjustments as required for approval and /or.
permitting by those agencies. The City shall obtain all. necessary permits,
and .utility adjustments for the Project in accordance with applicable � tate,
federal, and local laws and ordinances. The City shall not pay for any permits
required by the Miami -Dade County Public Works Department:
.3. Right- of-INay The City shall acquire any right -of -way that is required to
complete. the construction of the Project; which, in .this case, as contemplated
by the City, means the purchase and acquisition of a perpetual non- revocable
easement (as further described in the proceeding paragraph), "The parties
agree that eligible costs for right -of -way acquisition will be limited to direct
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costs ;associated with.the City's acquisition of the aforestated easement- and
will not include any soft costs associated with the acquisition process.
The City has approved and entered into a" Purchase and Sale'
Agreement, with, - the Housing Authority of the City of Miami Beach (HACMB)
for the City's purchase of a perpetual, non - revocable easement. over certain
HACMB property to develop the Project. The parties agree that the County
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shall not disburse any funds to the City for the purchase of the easement until
the Notice to Proceed for construction of the Project has been issued by the
City.
1.4. Public Information and Involvement The City will implement a Public
Involvement Plan (PIP) during the design and construction of the Project to
provide information to property owners, tenants, and area residents which will
include but not be limited to: public meetings, Project documentation and.
flyers, business signs, directional parking signs, and schedules - for major work
- to 'be performed. in the area. Appropriate investigation of the Project
stakeholders will be used to develop the goals and objectives to implement
the PIP. The City shall submit.a copy of the PIP to the County Public Works
Director for review and concurrence.
Projects that exceed $1,000,000 in construction costs shall comply with
the process and guidelines for the preparation and implementation of PIP's as
established by Implementing Order 10 -13.
Publicity By the acceptance of these funds, the City agrees that the Project
elements funded by Agreement shall recognize and adequately reference
the County as a funding source. The City shall ensure that all publicity, public
relations, advertisements and signs recognizes and references the County for
the support of all contracted activities. This is to include, but is not limited , to,
all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices,
flyers, brochures, news releases, media packages, .promotions, and
'stationery. The use of the official County logo is permissible for , the publicity
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purposes stated herein. The City shall submit sample or mock up of such
'publicity or materials -to the County for review and .approval. The City shall
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ensure that all - media representatives, when inquiring about the. activities
funded by this Agreement, are informed that the - County is one of the funding
sources.
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1.`6. 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 County, at the request and cost .of the County. The City agrees to
permit the County auditors to inspect the books, records and accounts of the
Project three (3) years after completion of the Project. These records shall
be made available to the County for inspection within five (5) business days
upon written receipt of a written request from the County.
1.7. Construction The City shall procure the services of a licensed contractor,
hold,iing an engineering contractor's license, to construct the Project. The City
may award the construction contract through any' available lawful means
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which, in the City's sole discretion and judgment the City deer's affords the
most competitive. price for construction, of the :Project, and which may include,,
but is not limited to :, invitation to bid, request proposals, the award of a
change order on an existing City contract(s), the extension of unit_ prices
provided in connection with prior competitive bid awards, or such other
process as the City may .determine, in -'its' sole judgment 'and .discretion.
Notwithstanding any provision to the contrary, the City shall comply with all
applicable County contract compliance and oversight measures relating to the
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expenditure of County funds, in accordance with Section 6 of this Agreement.
Prior to the initiating the, process - to solicit a licensed contractor to construct
the Project, the City will contact the Count y's .Public Works - Contracts and.
Specifications Section to- ensure this compliance.
The construction contract shall also - contain a requirement that the
contractor(s) provide a payment and performance bond at least in the amount
and form required by state law naming the .County and City as co- obligees or
joint contracting public entities. The construction contract .shall contain a
contingency amount to address unforeseen conditions and owner required
changes, which shall not exceed ten percent'(10 %) of the base amount of the
contract, unless otherwise . approved by designated representatives of the.
County and -City. The commitment for the expenditures of any contingency
funds shall not -be made, by the City without the prior written approval of the
County Public'.Works Director,
Subsequent to the evaluation of bids or proposals by the City and the
City's determination of most advantageous bid or proposal, the City shall
provide said evaluation to the County Public Works Director for .review and
approval. , Final commitment of County funds for construction of the Project
shall occur upon approval of the contract award recommendation, by the
County Public Works Director. The County, agrees that - the selection,
retention and discharge of such contractor shall be the responsibility of - the
City:
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1.8. Claims an:d C, hange Orders The City shall notify the County Public Works
Director in writing, when claims or change orders arise. The City shall also
invite the County - to participate in negotiations of these claims and change
orders. The County shall review and make a determination or approval of all
change orders or supplemental agreements, permits', modifications of plans,
or other requests for approvals submittedby the City.
1.9. Construction Administration and Inspection The City shall exercise all
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 County's inspector shall have an oversight role in the .routine
daily inspections. - In the case of a disagreement over the interpretation of the
plans, -the County Public Works Director, or designee, shall have final
authority subsequent to an independent final inspection by the County. The
City's designated representative and the County's designated representative
shall jointly perform the inspection of the Project which immediately precedes
substantial completion. 'The City shall : certify upon completion that the Project
has been constructed pursuant to the design plans, specifications, and
approved change orders. Final payment to the City shall be , subject .to the
final acceptance of. the Project by .the County Public Works :Director or
designee.
1.10. Maintenance The City .shall be solely responsible for maintenance. upon
completion of the Project.
2. ' RESPONSIBILITIES OF 'COUNTY
2.1. Funding Amount, Reimbursement of Project Costs The Project is
currently estimated to cost $5,491,521 (this amount includes -10%
contingency for design and construction). The County agrees to provide
funds up to $3,011,000 for eligible costs, as defined herein, incurred by the
City the right -of -way acquisition and construction of the Project. The
County shall disburse to the City funds for the Project in the manner set forth
in this Section. The County shall incur no liability for any costs in excess of
said funding amount unless there has been a duly authorized increase
approved by the Board of County Commissioners.
Z2. County Payments of Project Costs The County funds provided for eligible
costs as defined herein, incurred for the right- of-way acquisition and
construction of the Project are specified below:
., Funding amount Furldinq Source County Fiscal Year of
Commitment
$ 3,011,000 Road Impact Fee District 8 2010 -2011
2.3, Project Cost Adjustments The amount contributed by the County is based
on the current estimated costs of the Project. The .parties recognize that-
adjustments to the above - referenced cost may be required in the future and
that, at the option of the parties, amendments may be entered into to revise
the funds available for the Project. Provided that there is no increase in - the
amount of County funds required, as stated in Section -2.1, 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 Commission and County
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Commission. .,Otherwise,, further funding commitments shall be subject to the :
approvals of the parties' respective governing boards:
3. ' 'ELIGIBLE COSTS The parties agree that only the below identified costs that may
be incurred by the City that are directly related to the Project are eligible for
reimbursement, provided adequate documentation accompanies the reimbursement
request. in the form- of approved invoices, verified payment requests, documented
journal entries, and /or check vouchers. For purposes of this Agreement, eligible
costs are further defined as those pertaining to the Project elements that are the
standard items normally provided for by the County in - County roadway projects, and
not the enhancement of standard items, or the incorporation ,of: items which are in
addition to those standard. items.. The County shall not be assumed to - be liable to
provide reimbursement for , the design, construction or maintenance of such items
that do not conform to this section of the Agreement. If enhancements to - standard
items are constructed in this Project, the City may request County reimbursement
only to a maximum amount corresponding to that which would be expended in
providing , the normal standard version of -`that item for a project of ahe same scope,
The parties further agree that eligible costs will not include fees for construction
management,' construction inspections, and project management.
4. SCHEDULE AND MANNER OF REIMBURSEMENTS Upon ; execution of the
Agreement, the City shall - furnish the County with a. copy of the estimated budget for
the Project, and will similarly furnish the County with any and:all revisions thereto-.
At the -time of construction contract ',award` for this Project, the City shall submit the
Estimated Quarterly Construction Payout Schedule for the Project to he County
Public Works Director. Quarterly disbursement of County funds to the City shall be
based upon City invoices with certified copies of paid contractor estimates. attached
and shall not include any other charges. The quarterly submittal for invoice shall
also include a certified copy of payment to sub contracted firms.
S. COMPLIANCE WITH LAWS The parties shall comply with applicable federal, state
and local Paws, 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. BUSINESS PROGRAM COMPLIANCE AND OVERSIGHT: Whenever County
funds are used, the City agrees to comply with applicable County regulations
including but not limited to the Community Small Business Enterprise (CSBE) .
Program, Community Business Enterprise (CBE) Program, the Community
Workforce Program (CWP), and the Responsible Wages and Benefits Ordinance
(ordinance No. 90 -143 ). Specifically, the City agrees to abide by the applicable
contract measure recommendations) established by the Department of Business
Development Project Worksheet for the participation of specified business entities
and/or trades, and for CWP requirements, as administered by the County's
Department of Small Business Development (SBD). SBD shall have the right to
oversee and perform compliance monitoring, - including but not 1imited - to, the right to
audit and to require reports and documentation related to the Code.
7. INDEMNIFICATION To the extent authorized by Florida law, the City hereby
agrees to indemnify, defend, save and hold harmless the County , to - the extent of all
the limitations included 'with Section §768.28, Florida Statutes, from all claims,
demands, liabilities and suits of .any nature whatsoever. arising out of, because of or
due to the breach of this Agreement by the City, its agents or employees, It is
{ specifically understood and agreed that this indemnification clause does not cover or
indemnify the County for its negligence or breach of contract.
To the extent authorized by Florida law, the County hereby agrees to
indemnify; defend, save and hold harmless the City to-the extent of all the limitations
included in Section §768.28, Florida Statutes, from all claims, demands, liabilities
and suits of any nature whatsoever arising out of, because of.or due .to the breach of
this Agreement by the County, its agents or employees. it is specifically understood
and agreed that this indemnification clause does not cover or indemnify the City for
its negligence or breach of contract.
In the event of breach or non - performance by the persons selected by the
City to perform the work, the City shall, _upon written request by the County, assign
to the County any and all of its rights under the affected contract for purposes of the
County's prosecution, of claims, actions or causes of action resulting from such
breach or - non - performance. unless. the City pursues such claims, actions or causes
of action through arbitration, administrative proceeding or lawsuit. The City agrees
to cooperate fully with the County in the prosecution of any such claim or action.
Any damage recovered by the County which is attributable to an expenditure by the
City shall be returned to the City by the County, .within sixty (60) business days, of
receipt:
S. DISPUTE RESOLUTION,
'APPLICABLE LAW The parties shall resolve any
disputes, controversies or claims between them arising out of this Agreement in
accordance with= the "Florida Governmental Conflict' Resolution Act Chapter 164,
- Florida Statutes, as amended. This Agreement shall be governed by the laws of the
State of Florida. Venue in any proceedings shall. be in Miami - Dade, Florida.
'11, 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 fierms 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,
IO. JOINT PREPARATION The parties acknowledge that they have sought and
received whatever competent advice and counsel as was - necessary for them to form
a full and complete understanding of all rights and obligations herein and that the
preparation of this Agreement has been - their joint effort. The language agreed to
expresses .their mutual intent and the resulting. document shall not, solely as a
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matter of judicial construction, be - construed more severely 'against one of the parties
. from the other.
11. SEVERANCE In the event a portion of this Agreement is 40U.nd. to be invalid by a
court of competent jurisdiction, the remaining provisions shall continue to be
effective unless the City or County elect to terminate this Agreement. An election to
terminate this Agreement based upon this provision shall be made within seven (7)
business days after the finding by the court becomes final.
12. NOTICES Any and all notices required to be given under this Agreement shall be
sent by first class mail, addressed as follows:
To the County:
Attention: Esther L: Calas, P.E.
Director, Miami -Dade County Public Works Department
111 NW First Street, Suite 1640
Miami, Florida 33128
(305) 375 -2960
'To the City:
Attention: Jorge M. Gonzalez
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673 -7010
And y
Attention:. Fred` H. Beckmann, P. E.
Director, Public Works Department
City. of Miami Beach
1700 Convention Center Drive
Miami - Beach, Florida 33139
'(305) 673 -7080
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IN WITNESS WHEREOF, the parties hereto set their hands and official seals the
day and year first above written.
ATTEST: MIAMI -DADE COUNTY, FLORIDA,
BY ITS BOARD OF
HARVEY RUVIN COUNTY COMMISSIONERS
Cl�C HE BOARD
n Y, BY:
bib uty Clerk Co y Mayor or County Mayors Designee
Appr-orv,6 -.by County Attorney
as to form and legal sufficiency
Cou4 Attorney
ATTEST: CITY OF MIAMI BEACH, a municipal
corporation of the State of Florida
BY: P k t& , A BY:
R_ obert Parcher Matti Herrera Bower
City Clerk Mayor
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(Affix. City Seal)
r V ney
to.for an 'leg' s iciency
City Attorney
S}: X00
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19 , \ 5
APPROVED AS TO
FORM & LANGUAGE
FOR EXECUTION
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f ity-Auorne Date
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