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2005-030 RESOLUTION NO. 2005-30 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THAT CERTAIN JOINT PROJECT AGREEMENT BETWEEN THE CITY OF AVENTURA AND MIAMI-DADE COUNTY TO PROVIDE FOR CONNECTOR IMPROVEMENTS ON MIAMI GARDENS DRIVE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is authorized to execute and otherwise enter into that certain Joint Project Agreement attached hereto between the City of Aventura and Miami-Dade County to provide connector improvements on Miami Gardens Drive. Section 2. The City Manager is authorized to do all things necessary to carry out the aims of this Resolution. This Resolution shall become effective immediately upon its Section 3. adoption. The foregoing resolution was offered by Commissioner Diamond, who moved its adoption. The motion was seconded by Commissioner Joel, and upon being put to a vote, the vote was as follows: Commissioner Bob Diamond Commissioner Harry Holzberg Commissioner Billy Joel Commissioner Michael Stern Commissioner Luz Urbáez Weinberg Vice Mayor lev Auerbach Mayor Susan Gottlieb yes yes yes yes yes yes yes Resolution No. 2005-..19 Page 2 PASSED AND ADOPTED this th day of June, 2005. ~~~ .-sUSAN GOTILlÉB, MAYOR APPROVED AS TO LEGAL SUFFICIENCY: ~~ CITY A TIORNEY Miami Gardens Drive Connector Improvements JOINT PARTICIPATION AGREEMENT This AGREEMENT, made and entered into this - day of -' 2005, by and between the CITY OF AVENTURA, 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 the construction of a road improvement project in MIAMI-DADE COUNTY, hereinafter referred to as the "Project" described as follows: The construction of a new four-lane roadway to extend Miami Gardens Drive from Biscayne Boulevard to the western terminus of the property line of the Aventura Landings Development, with a raised median, sidewalks, curb and gutters, drainage, decorative street lighting, signalization, signage, pavement markings, and enhanced landscaping; and WHEREAS, the County wishes to utilize the resources of the City to 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: 5/23/05 Section 1. Desiqn. The City shall provide the completed construction plans for the Project implementing the standards of Miami-Dade County, and other appropriate standards specifically provided by the County ("roadway construction standards") as well as other design criteria deemed appropriate by the Project's design professional. The City shall also submit to the County a written certification of compliance that the construction plans meet roadway construction standards. The final design plan, which shall consist of drawings and specifications setting forth in detail the requirements for the construction of the Project, and construction plans, shall be submitted to the County and must be approved by the County. The City shall provide the completed construction plans, technical specifications, special provisions, pay items and cost estimates for the Project in accordance with standard County and/or City, as applicable, design criteria, to the satisfaction of the County. The Project's design consultant shall be made available to County at no expense to the County to review shop drawings and perform required post-design services. Section 2. Permits and Approvals. During the course of design, the City shall identify all necessary permits and utility adjustments, and coordinate the review of construction documents by utilities and permitting agencies such as the Florida Department of Transportation, Miami-Dade County Water and Sewer Department and the Department of Environmental Resources Management. 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 5/23/05 2 utility adjustments for the Project in accordance with applicable State, Federal and Local Laws and ordinances. Acquisition of additional right of way, if required, will be the responsibility of the City. Section 3. 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 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 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 the Community Small Business Enterprise (CSBE), Community Business Enterprise (CBE), and Community Workforce Programs (CWP) in accordance with Section 9 of this Joint Participation Agreement. Regardless of which methodology is used, 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 construction contract shall also contain a requirement that the contractor provide a payment and performance bond at least in the amount and form required by 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 and owner required changes which 5/23/05 3 shall not exceed fifteen percent (15 %) 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 the most advantageous bid or proposal, the City shall provide said evaluation to the County Public Works Director for review and approval. The County will not unreasonably withhold or delay its approval. Failure of the County to respond, in writing, to the City's evaluation within thirty (30) days shall be automatically deemed an approval by County, without the necessity of future action by the County. Final commitment of County funds for the Project shall occur upon approval of the contract award recommendation by the County Public Works Director. Section 4. County Pavments of Project Costs. The County agrees to provide funds in the amount of $566,007, for eligible expenses as defined herein, incurred for the construction of the Project. This amount includes the fifteen percent (15 %) contingency addressed in Section 3. 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. The County funds available for this Project are specified below: 5/23/05 4 Funding Funding County Fiscal Year Amount Source of Commitment Road Impact $566,007 Fee District 3 2004-05 The amount shown above is based on the current estimated costs of the Project. 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 there is no increase in the amount of County funds required, such amendments may be executed by the City and County Managers without the need for approval by the City and County Commissions. Section 5. Schedule and Manner of Reimbursements Upon execution, the City shall furnish the County 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 contract award 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. Section 6. Citv Responsibilitv for Enhanced Project Elements. The City, having expressed a desire to include decorative street lighting and 5/23/05 5 enhanced landscaping, agrees to provide any funds over and beyond the amounts tha,t would normally be expended for these items in a standard County roadway construction project of a similar length. Standard County expenditures for this Project have been determined to be the amounts as specified below: Element Project Costs Standard Street Lighting Costs Standard Landscaping Costs $28,000 $20,000 These costs are considered to be included as part of the Project funds identified in Section 4 of this Agreement. The parties agree that the County is not required to increase its participation in the provision of any Project elements beyond the amounts that would normally be expended for these items in a standard County roadway construction project of a similar length, nor provide for their maintenance. Section 7. Pedestrian Facilities. To address pedestrian safety issues anticipated to be created by the construction of the Extension, the City agrees to provide for the design and construction of pedestrian facilities to provide safe access for the residents of the Imperial and Sterling Buildings. These facilities shall be provided for at no cost to the County in consideration of its participation in the Project. Section 8. Construction Administration and Inspection. The City shall exercise all responsibilities of the owner under the construction contract, 5/23/05 6 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 his representative, shall have final authority subsequent to an independent final inspection by the County. The City's Engineer and the County's designated representative shall jointly perform the inspection of the Project which immediately precedes substantial completion. Final payment to the City and obligation of maintenance responsibility to the parties shall be subject to the final acceptance of the Project by the County Public Works Director or designee. The City shall certify upon completion that the Project has been constructed pursuant to the design plans, specifications and approved change orders. Section 9. Compliance and Oversiqht. The City agrees to comply with applicable County regulations pertaining to the Community Small Business Enterprise (CSBE) Program, Community Business Enterprise (CBE) Program, and the Community Workforce Program for construction. Specifically, City agrees to abide by the goals for the participation of specified business entities and/or trades, and for Community Workforce employment, as approved by the Business Development Review Committee and administered by the County's Department of Business Development ("DBD"). The DBD shall have the right to oversee and ensure compliance with the goals established, including but not 5/23/05 7 limited to, the right to audit and to require reports and documentation related to the Program goals. Section 10. Audit. The City agrees to permit the County auditors to inspect the books, records and accounts of the Project for three years after completion of the Project. These records shall be made available to the County for inspection within five (5) working days upon written receipt of a written request from the County. Audits shall be conducted at the County's cost and expense. Section 11. 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 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 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 County, its agents or employees. 5/23/05 8 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 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. The City agrees to cooperate fully with the County in the prosecution of any such claim or action. Section 12. Maintenance Responsibilities. Upon completion of the Project, the City will assume all maintenance responsibilities. Section 13. 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: Aristides Rivera, P.E., P.L.S. Director, Public Works Department Miami-Dade County 111 N. W.1stStreet, Suite 1640 Miami, Florida 33128 (305) 375-2960 To the City: Attention: Mr. Eric M. Soroka, ICMA-CM City Manager City of Aventura 19200 West Country Club Drive Aventura, Florida 33180 (305) 466-8910 5/23/05 9 Section 14. 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. Section 15. Entire Aqreement. 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. Section 16. Joint Preparation. The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary 5/23/05 10 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 matter of judicial construction, be construed more severely against one of the parties from the other. Section 17. 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. Section 18. 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) days after the finding by the court becomes final. 5/23/05 11 IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year first above written. ATTEST: HARVEY RUVIN CLERK OF THE BOARD BY: Deputy Clerk Approved by County Attorney as to form and legal sufficiency - ATTEST: BY: Teresa M. Soroka City Clerk (Affix City Seal) Approved by City Attorney as to form and legal sufficiency - 5/23/05 MIAMI-DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS BY: County Manager CITY OF AVENTURA, a municipal corporation of the State of Florida BY: Eric M. Soroka City Manager 12