Washington Avenue Bridge JPAWASHINGTON AVENUE BRIDGE OVER THE COLLINS CANAL
JOINT PARTICIPATION AGREEMENT
This AGREEMENT, made and entered into this ~ ~~~day o~eG • , 2008, 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 rehabilitation project in
MIAMI-DADE COUNTY, hereinafter referred to as the "Project" described as follows:
The rehabilitation of the Washington Avenue bridge over the Collins Canal; and
WHEREAS, the County wishes to utilize the resources of the City to design,
contract, construct, and administer the Project, subject to the terms and conditions of
this Agreement;
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties agree:
1. RESPONSIBILITIES OF CITY:
1.1. Design: The City will secure engineering design and consulting services
from qualified firms to develop the construction plans, technical specifications,
special provisions, pay items and cost estimates for the Project in accordance
with applicable Florida Department of Transportation, County, and/or City
design criteria. The City's design consultant shall be made available to the
County to review shop drawings and perform required post-design services,
limited to project design. The County agrees that the selection, retention and
discharge of the dessgn consultant shall be the sole responsibility of the City
in accordance with applicable laws and City procedures. Notwithstanding any
provision to the contrary, the City shall comply with all applicable County
contract compliance and oversight measures relating to the expenditure of
County funds, set forth in Section 6 of this Agreement. The City shall provide
a copy of the executed agreement with the design consultant, approved
requisition, and purchase order to the County's Public Works Contracts and
Specifications Section prior to the City's issuance of the Notice to Proceed
(NTP) for design.
1.2. Permits and Approvals: During the course of the design, the City shall
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 State,
Federal and local taws and ordinances. The City shall not pay for any permits
required by the Miami-Dade County Public Works Department.
1.3. Right-af-Way: The City shat! acquire, at its sole expense, any right-of-way
that is required to complete the construction of the Project.
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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, including
but not 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 prior to the City's issuance of the NTP for
construction.
1.5. 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 sole cost of the County. The City agrees to permit the
County 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 County for inspection within five (5) business days upon
written receipt of a written request from the County.
1.6. Construction: The City shall procure the services of a licensed contractor,
holding an engineering contractor's license, to construct the Project. The City
may award the construction contract through any available lawful means
which, in the City's discretion, affords the most competitive price for
construction of the Project and which may include, but is not limited to: bid
solicitation, request for proposals, the award of a change order on existing
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City contract(s), or the extension of unit-prices provided in connection with
prior competitive bid awards. Notwithstanding any provision to the contrary,
the City shall comply with all applicable County contract compliance and
oversight measures relating to the expenditure of County funds, set forth in
Section 6 of this Agreement. The City shall provide a copy of the executed
construction agreement, cost proposal detailing scope of work, and purchase
order to the County's Public Works Contract and Specifications Section prior
to issuance of the NTP for construction.
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 joint obligees
or joint contracting public entities. The construction contract shall contain a
contingency amount to address unforeseen conditions grid 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. The County shall respond, in writing, within
thirty (30) business days of receiving written requests from the City to
approve the commitment of contingency funds. In the event the County does
not respond to the City within the time period provided herein, it shall be
deemed to have accepted a contingency fund expenditure.
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Final commitment of County funds for the Project shall occur upon the
County Public Works Director's certifying that the City has provided the
County with the executed construction agreement, cast proposal for the
scope of work, and purchase order; and, further, that the City has complied
with all applicable County contract compliance and oversight measures, as
set forth in Section 6 of this Agreement. The County shall commit County
funds required for the Project no Eater than the issuance by the City of the
NTP for the construction contract. The County agrees that the selection,
retention and discharge of such contractor shall be the sole responsibility of
the City.
1.7. Claims and Change Orders: The City shall review and make a
determination on al! claims and change orders. The County shall not be
financially responsible for any claims or change orders that would increase
the amount of County funds required, as stated in Section 2.1. Any costs in
excess of said funding amount shall be solely the responsibility of the City.
1.8. 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. 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,
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upon completion, that the Project has been constructed pursuant to the
design plans, specifications, and approved change orders. Final payment to
the City and obligation of maintenance responsibility to the parties shall be
subject to the City's written notification to the County Public Works Director of
the final acceptance of the Project by the City Public Works Director or his
designee.
2. RESPONSIBILITIES OP COUNTY:
2.1. Funding Amount, Reimbursement of Project Costs: The County agrees
to provide funds up to $700,000.00 (this amount includes 10% contingency)
for eligible expenses, as defined herein, incurred by the City for the design
and construction of the Project. The County shall disburse the funds for the
Project to the City in the manner set forth in this Section 2. Any costs in
excess of said funding amount shall be solely the responsibility of the City.
2.2. County Payments of Project Casts: The County funds provided for eligible
expenses, as defined herein, incurred far the design and construction of the
Project are specified below:
Funding Amount Funding Source County Fiscal Year of
Commitment
$ 80,000.00 Road impact Fee District 8 (Design) 2007-2008
$ 620,000.00 Road Impact Fee District 8 (Construction) 2007-2008
2.3. County Approvals: Whenever County approval is required through its
Department of Public Works and/or said Department Director, it will not
unreasonably withhold or delay its approval. Failure of the County to
respond, in writing, to the City's request for evaluation within thirty (30)
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business days shall be automatically deemed an approval by County, without
the necessity of future action by the County and/or City.
3. ELIGIBLE COSTS: The parties agree that only the below identified eligible 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 defined as those pertaining to the construction of Project elements that
are the standard items normally provided for by the County in County bridge
rehabilitation 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 and/or
construction 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 the 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 approval and
execution of this Agreement by the parties hereby, 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 award of the construction
contract for this Project, the City shall submit the Estimated Quarterly Construction
Payout Schedule for the Project to the 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.
5. CC~P~.LANCE 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
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
includingi 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 recommendation(s) 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 ensure compliance monitoring including but not limited to, the right to
audit and to require reports and documentation related to the Code.
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7. 1NQEMNIFICATlON: 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 sole 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 X768.28, 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 sole 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 ail 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.
8. 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.
9. 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, ar 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.
10.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
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expresses 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
from the other.
11.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 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, Public Works Department
Miami-Dade County
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
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:
zfg-~3VEY RUVIN
°"~;G~'~,,x~',OF THE BOARD
qz ,.~, ~ \ ~,. ;
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~c.~ ~<' ~ e ~ ~ F ~,` Deputy Clerk
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;4p~ar~~led by County Attorney
as to form and legal sufficiency
ATTEST:
MIAMI-DADS COUNTY, FLORIDA,
BY ITS BOARD OF
COUNTY COMMISSIONERS
~~
BY:
Coun y Mayor or His De ~gnee
2~
County ttorney
CITY OF MIAMI BEACH, a municipal
corporation of the State of Florida
n
BY: ~ ~ BY:. ~ ,
Robert Parcher Matti Herrera ower
City Clerk Mayor
(Affix City Seal)
Appr ed by ity tt rnE?~
as fo a d leg uffici y
ity A orney
APPROVED AS TO
FORM & j.ANGUAGE
es~ FOR CUTIOn
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~4 eY
ate