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HomeMy WebLinkAboutInterlocal Agreement , 'J DD'5 - :J- 5 q If-b INTERLOCAL AGREEMENT THIS AGREEMENT, made and entered into this 2nd day of August ,2005, by and between the Miami-Dade Metropolitan Planning Organization (MPO), hereinafter called the MPO and the City of Miami Beach, hereinafter called MIAMI BEA CH. That the MPO did determine that MIAMI BEA CH is fully qualified to render the services contracted. WIT N E SSE T H: ARTICLE 1.00: The MPO does hereby retain MIAMI BEACH to furnish certain services in connection with the Coastal Communities TransDortation Master Plan Studv, as described in Exhibit "A": "Scope of Services", Exhibit "B": "Project Schedule" and Exhibit "C": "Project Budget" attached hereto and made a part hereof as though fully recited herein. ARTICLE 2.00: The MPO and MIAMI BEACH mutually agree to furnish, each to the other, the respective services, information and items as described in Exhibit "A" Scope of Services, Exhibit "B" Project Schedule, and Exhibit "C" Project Budget. The MPO agrees to furnish MIAMI BEA CH and its duly designated representatives information including, but not limited to, existing d~ta and projects related to the study area which may be available in other governmental offices. MIAMI BEACH agrees to perform, in a timely and professional manner, the work elements set forth in the above-enumerated Exhibits, in accordance with the Schedule set forth in Exhib~t "B". Before initiating the work described in Exhibits "A", "B", and "C", the MPO Director or his designee shall execute and issue MIAMI BEACH a Notice-to-Proceed with the work described in said Exhibits, such work to constitute performance of the Coastal Communities TransDortation Master Plan Studv as set forth in said Exhibits. ARTICLE 3.00: The services to be rendered by MIAMI BEACH shall be commenced subsequent to the execution of this Agreement and issuance of the Notice-to-Proceed by the MPO Director or his designee, and shall be completed within fourteen months from the date of execution and issuance ofthe Notice-to-Proceed. ARTICLE 4.00: MIAMI BEACH agrees to provide Project Schedule progress reports on a monthly basis and in a format acceptable to the MPO Director. The MPO Director shall be entitled at all times to be advised, at his request, as to the status of work being done by MIAMI BEACH and of the details thereof. Coordination shall be maintained by MIAMI BEACH with representatives of the MPO. Either parties to the agreement may request and be granted a conference. ARTICLE 5.00: In the event there are delays on the part of the MPO as to the approval of any of the materials submitted by MIAMI BEACH or if there are delays occasioned by circumstances beyond the control of MIAMI BEACH which delay the Project Schedule completion date, the MPO Director or his designee may grant MIAMI BEACH, by a letter an extension of the contract time, equal to the aforementioned delays, provided there are no changes in compensation or scope of work. It shall be the responsibility of MIAMI BEACH to ensure at all times that sufficient contract time remains within which to complete services on the project and each major Task Group as designated on the Exhibits. In the event there have been delays which would affect the project completion date or the completion date of any major Task Group, MIAMI BEACH shall submit a written request to the MPO Director or his designee twenty (20) days prior to the schedule completion date which identifies the reason(s) for the delay and the amount of time related to each reason. The MPO Director or his designee will review the request and make a determination as to granting all or part of the requested extension. Scheduled completion dates shall be determined by the elapsed times shown in Exhibit "B" and the issue date of the Notice-to-Proceed. In the event contract time expires and MIAMI BEA CH has not requested, or if the MPO Director or his designee has denied an extension of the completion date, partial progress payments will be Coastal Communities CCTMP Interlocal Agreement Study 6/28/2005 Page 2 stopped on the date time expires. No further payment for the project will be made until a time extension is granted or all work has been completed and accepted by the MPO Director or his designee. ARTICLE 6.00: MIAMI BEACH shall maintain an adequate and competent professional staff and may associate with it, for the purpose of its services hereunder, without additional cost to the MPO, other than those costs negotiated within the limits and terms of this Agreement and upon approval by the MPO Director, such specialists as MIAMI BEACH may consider necessary. MIAMI BEACH, however, shall not sublet, assign or transfer any work under this Agreement to firms, other cities, or individuals without the written consent of the MPO Director or his designee. ARTICLE 7.00: MIAMI BEACH shall not be liable for use by the MPO of plans, documents, studies or other data for any purpose other than intended by the terms of this Agreement. ARTICLE 8.00: All tracings, plans, specifications, maps, and/or reports prepared or obtained under this Agreement shall be considered research and shall become the property of the MPO without restriction or limitation on their use; and shall be made available, upon request, to the MPO at any time. Copies of these documents and records shall be furnished to the MPO upon request, verbal or written, allowing reasonable time for the production of such copies. SUB-ARTICLE 8.10:Records of costs incurred by MIAMI BEACH and all subconsultants performing work on the project, and all other records of MIAMI BEACH and sub consultants considered necessary by the MPO for proper audit of project costs, shall be furnished to the MPO upon request. Whenever travel costs are included in the performance of services set forth in Exhibits "A", "B" and "C", the provisions of Metropolitan Miami-Dade County Administrative Order 6-1, shall govern or Florida Statues, whichever is more restrictive. MIAMI BEACH shall allow public access to all documents, papers, letters, or other material Coastal Communities CCTMP Interlocal Agreement Study 6/28/2005 Page 3 subject to the provisions of Chapter 119, Florida Statutes, and made or received by MIAMI BEACH in conjunction with this Agreement. Failure by MIAMI BEACH to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the MPO Director. ARTICLE 9.00: MIAMI BEACH shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance or work under this contract. ARTICLE 10.00: The MPO agrees to pay MIAMI BEACH compensation as per Article 16.00 of this Agreement and Exhibits "A", "B", and "C", attached hereto and made a part hereof. ARTICLE 11.00: The MPO Director may terminate this Agreement in whole or in part at any time the interest of the MPO requires such termination. SUB-ARTICLE l1.10:If the MPO Director determines that the performance of MIAMI BEACH is not satisfactory, the MPO Director shall have the option of (a) immediately terminating the Agreement or (b) notifying MIAMI BEACH of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time. SUB-ARTICLE 11.20: If the MPO Director reqUires termination of the Agreement for reasons other than unsatisfactory performance of MIAMI BEACH, the MPO Director shall notify MIAMI BEACH of such termination, with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. SUB-ARTICLE 11.30:If the Agreement is terminated before performance is completed, MIAMI BEA CH shall be paid for the work satisfactorily performed. Payment is not to exceed the prorated amount of the total agreement amount based on work satisfactorily Coastal, Communities CCTMP Interloeal Agreement Study 6/28/2005 Page 4 completed. Such determination shall be based and calculated upon a percentage allocation of total project cost, by major Task Group. ARTICLE 12.00:All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. ARTICLE 13.00:MIAMI BEACH warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for MIAMI BEACH, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. It is understood and agreed that the term "fee" shall also include brokerage fee, however denoted. SUB-ARTICLE 13.10:For the breach or violation of Article 13.00, the MPO Director shall have the right to terminate this Agreement without liability, and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commISSIOn, percentage, gift or consideration. ARTICLE 14.00:MIAMI BEACH agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, during the period of this Agreement, without first notifying the MPO Director or his designee and securing its consent. MIAMI BEACH also agrees that it shall not copyright or patent any of the data and/or information furnished in compliance with this Agreement, it being understood that, under Article 8.00 hereof, such data or information is the property of the MPO. This Section shall not be construed to limit or restrict public access to documents, papers, letters or other material pursuant to Article 8.10 of this Agreement. Coastal Communities CCTMP Interloeal Agreement Study 6/28/2005 Page 5 ARTICLE 15.00:The MPO shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money shall be paid on such contract. ARTICLE 16.00:Method of compensation - It is mutually agreed and understood that the following provision shall be applicable to this Agreement. MIAMI BEACH shall invoice monthly in a format acceptable to the MPO Director or his designee and shall be paid as a percent of the fixed fee equal to the portion of the service complete pursuant to each Task Order executed in accordance with Article 2.00. MIAMI BEACH shall invoice 100% ofthe fixed fee upon completion of all Task Orders, as indicated under Exhibit "C". The compensation to be paid to MIAMI BEACH shall not exceed $111,546.00 or 80% of the total project cost, whichever is less, as indicated in Article 10.00 hereof. SUB-ARTICLE 16.10:It is agreed that said compensation provided in Article 16.00 hereof shall be adjusted to exclude any significant sums where the MPO Director shall determine that reported costs by MIAMI BEACH reflect inaccurate, incomplete or non-current costs. All such adjustments shall be made within 60 days following the end of the Agreement. For purpose of this Agreement, the end of the Agreement shall be deemed to be the date of final billing or acceptance ofthe work by the MPO Director or his designee, whichever is later. ARTICLE 17.00:Standards of Conduct - Conflict of Interest - MIAMI BEACH covenants and agrees that it and its employees shall be bound by the standards of conduct provided in Florida Statutes 112.313 as it relates to work performed under this Agreement, which standards will be referred and made a part of this Agreement as though set forth in full. MIAMI BEA CH agrees to incorporate the provisions of this article in any subcontract into which it might enter with reference to the work performed. ARTICLE 18.00:The MPO Director reserves the right to cancel and terminate this Agreement in the event MIAMI BEACH or any employee, servant, or agent of MIAMI BEACH is indicted or has Coastal Communities CCTMP Interloeal Agreement Study 6/28/2005 Page 6 direct information issued against him for any crime arising out of or in conjunction with any work being performed by MIAMI BEACH for or on behalf of the MPO, without penalty. It is understood and agreed that in the event of such termination, all tracings, plans, specifications, maps, and data prepared or obtained under this Agreement shall immediately be turned over to the MPO Director in conformity with the provisions of Article 8.00 hereof. MIAMI BEACH shall be compensated for its services rendered up to the time of any such termination in accordance with Article 11.00 hereof. ARTICLE 19.00:To the extent permitted by law, and subject to the limitations included within Florida Statutes Section 768.28, MIAMI BEACH shall indemnify and save harmless the MPO from any and all claims, liability, losses and causes of action arising out of MIAMI BEACH'S negligence or other wrongful acts in the performance of this agreement. However, nothing herein shall be deemed to indemnify the MPO for any liability or claims arising out of the negligence, performance, or lack of performance of the MPO. To the extent permitted by law, and subject to the limitations included within Florida Statutes Section 768.28, the MPO shall indemnify and save harmless MIAMI BEACH from any and all claims, liability, losses and causes of action arising out of the MPO's negligence or other wrongful acts in the performance of this agreement. However, nothing herein shall be deemed to indemnify MIAMI BEACH for any liability or claims arising out to the negligence, performance, or lack of performance of MIAMI BEACH. ARTICLE 20.00:This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. ARTICLE 21.00: Attachments: Exhibit "A", Scope of Services Exhibit "B", Project Schedule Exhibit "C", Project Budget Coastal Communities CCTMP Inter/Deal Agreement Study 6/28/2005 Page 7 ?tJOS-- ,,2 S'1'/b No alteration, change or modification of the terms of this Agreement shall be valid unless made in writing, signed by both parties hereto, and approved by the Governing Board of the Metropolitan Planning Organization. This Agreement, regardless of where executed, shall be governed by and construed according to the laws ofthe State of Florida and venue shall be in Miami-Dade County, Florida. IN WITNESS WHEREOF, the parties hereto have executed these presents this 2nd ,2005. day of AUgJlSt: i.i~ WJ,.<i.'o ~, A ( ATTEST: MIAMI-DADE COUNTY FLO~~;W ~ By The Go erning oard of ~~~".",....' Metropor a Plan ingOrga ization(MPO) By: ~ L' . 'i. - (;1'( Pnnt Name J ~5 /W~r+- Director, MPO Secretariat OF MIAMI BEACH B Print Name: David Dermer By: CITY CLERK ~op~ Print Name: Robert Parcher APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Coastal Communities CCTMP Interloeal Agreement Study 6/28/2005 Page 8