HomeMy Public PortalAbout2022-50 Approving a joint participation agreement with Miami-Dade County to receive $460.000 in county road impact feesRESOLUTION NO. 2022-50
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING A
JOINT PARTICIPATION AGREEMENT WITH MIAMI-
DADE COUNTY TO RECEIVE $460,000 IN COUNTY ROAD
IMPACT FEES FOR THE VILLAGE'S CRANDON
BOULEVARD AND HARBOR DRIVE INTERSECTION
IMPROVEMENTS PROJECT; PROVIDING FOR
AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Village of Key Biscayne (the "Village") is currently competitively
procuring Invitation to Bid No. 2022-16 for the Crandon Boulevard and Harbor Drive Intersection
Improvements Project (the "Project"); and
WHEREAS, Miami -Dade County (the "County") has proposed entering into a Joint
Participation Agreement, attached hereto as Exhibit "A" (the "JPA") to provide the Village
$460,000 in County road impact fees to support the Village's design, permitting, and construction
phases of the Project; and
WHEREAS, the Village Council desires to enter into the JPA, in substantially the form
attached hereto as Exhibit `A," to receive $460,000 in County road impact fees for the Project; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above -stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Approval. That the Village Council approves the JPA with the County in
substantially the form attached hereto as Exhibit "A."
Section 3. Authorization. The Village Manager is hereby authorized to execute the
JPA in substantially the form attached hereto as Exhibit "A," subject to the approval of the Village
Attorney as to form, content, and legal sufficiency.
Section 4. Effective Date. This Resolution shall become effective immediately upon
adoption.
PASSED and ADOPTED this 2lst day of September , 2022.
MICHAEL W. DAVEY
MAYOR
A"I EST;
C
JOCE YN B. K CH
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
Page 2 of 2
JOINT PARTICIPATION AGREEMENT
BETWEEN MIAMI-DADE COUNTY AND THE VILLAGE OF KEY BISCAYNE
CRANDON BOULEVARD IMPOVEMENTS
This AGREEMENT, made and entered into this day of , 2022, by
and between the VILLAGE OF KEY BISCAYNE. FLORIDA, a municipal corporation of
the STATE OF FLORIDA, hereinafter referred to as the "Village", 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:
Construction of a turn lane at Crandon Boulevard at Harbor Drive and an
extension of the existing turn lane at Crandon Boulevard at Key Colony, which
shall include the following work that is incidental to the roadway construction:
signal head relocation, signage and pavement marking, drainage structure
adjustments, and one light pole relocation: and
WHEREAS, the County wishes to utilize the resources of the Village to 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, the parties agree:
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1. RESPONSIBILITIES OF VILLAGE:
1.1. Recitals: The recitals are true and correct and are incorporated herein by this
reference to form a part of this Agreement.
1.2. Effective Date: This Agreement shall become effective on the date upon
which the resolution adopted by the Board of County Commissioners
approving this Agreement becomes effective.
1.3. Design: The Village shall complete at its sole expense, the 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 Village, as applicable, design criteria, to the
satisfaction of the County Department of Transportation and Public Works
(DTPW) Director. The Village's design consultant shall be made available to
the County at the Village's expense solely to review shop drawings and
perform required post -design services, limited to Project design.
1.4. Permits and Approvals: The Village shall obtain all necessary permits,
including any permits required by the County, and utility adjustments; and
coordinate the review of construction documents by utilities and permitting
agencies. The Village shall make all necessary adjustments as required for
approval and/or permitting by those agencies. The Village shall obtain all
necessary permits, and utility adjustments for the Project in accordance with
applicable state, federal and local laws and ordinances. The Village shall not
pay for any permits required by the County DTPW.
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1.5. Right -of -Way: The Village shall acquire at its sole expense, any right-of-way
that is required to complete the construction of the Project.
1.6. Public Information and Involvement: The Village 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
shall be used to develop the goals and objectives to implement the PIP. The
Village shall submit a copy of the PIP to the County DTPW Director for review
and concurrence prior to its implementation.
Projects that exceed $1,000,000.00 in construction costs shall comply
with the process and guidelines for the preparation and implementation of
PIPs as established by Miami -Dade County Implementing Order 10-13.
1.7. Publicity: By the acceptance of these funds, the Village agrees that the
Project elements funded by this Agreement shall recognize and adequately
reference the County as a funding source. The Village 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 purposes stated herein. The Village shall submit
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sample or mock-up of such publicity or materials to the County for review and
approval. The Village shall ensure that all media representatives, when
inquiring about the activities funded by this Agreement, are informed that the
County is its funding source.
1.8. Accounting: The Village 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 Village
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 ten
(10) business days upon written receipt of a written request from the County.
1.9. Construction: The Village shall procure the services of a licensed contractor
holding an engineering contractor's license to construct the Project. The
Village may award the contract through any available lawful means, in
accordance with Section 255.20, Florida Statutes, which in the Village'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 Village contract(s), or the
extension of unit -prices provided in connection with prior competitive bid
awards. Notwithstanding any provision to the contrary, the Village shall
comply with all applicable County contract compliance and oversight
measures relating to the expenditure of County funds, in accordance with
Section 6 of this Agreement, and include such requirements in all
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solicitations. Prior to the advertisement to solicit a licensed contractor to
construct the Project, the Village shall forward to the County DTPW Capital
Improvements Division all necessary documentation to review for the
application of Small Business Enterprise (SBE) measures, Wage and
Workforce requirements. In turn DTPW, will obtain concurrence from Small
Business Development (SBD).
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 Village 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 shall not exceed ten percent (1O%o) of the base
amount of the contract, unless otherwise approved in writing by designated
representatives of the County and Village. The commitment for the
expenditures of any contingency funds shall not be made by the Village
without the prior written approval of the County DTPW Director. The County
shall respond, in writing, within thirty (30) business days of receiving written
requests from the Village to approve the commitment of contingency funds.
Subsequent to the evaluation of bids or proposals by the Village and the
Village's determination of the most advantageous bid or proposal, the Village
shall provide said evaluation to the County DTPW Director for review and
approval. SBD shall also be required to conduct a Pre -award Compliance
review to determine the bidders' compliance with the SBE measures prior to
the Village awarding the contract. Final commitment of County funds for the
Project shall occur upon approval of the contract award recommendation by
the County DTPW Director. The County agrees that the selection retention
and discharge of such contractor shall be the responsibility of the Village.
1.10. Claims and Change Orders: The Village shall notify the County DTPW
Director in writing when claims or change orders arise. The Village 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 submitted by the Village. SBD shall also be
notified of any change orders to evaluate the applicability of SBE measures.
1.11. Construction Administration and Inspection: The Village shall exercise all
responsibilities of the owner under the construction contract, including
construction administration and inspections. The Village 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 DTPW Director shall have final authority subsequent to an
independent final inspection by the County. The Village's designated
representative and the County's designated representative shall jointly
perform the inspection of the Project which immediately precedes substantial
completion. The Village shall certify upon completion that the Project has
been constructed pursuant to the design plans, specifications and approved
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change orders. Final payment to the Village and obligation of maintenance
responsibility to the parties shall be subject to the final acceptance of the
Project by the County DTPW Director.
1.12. Coordination with Miami -Dade County Public Schools: Due to potential
safety, operational and bus transportation impacts, the Village shall
coordinate with Miami -Dade County Public Schools staff to implement
maintenance of traffic measures.
1 13. Nondiscrimination: During the performance of this Agreement, the Village
agrees to not discriminate against any employee or applicant for employment
because of race, color, religion, ancestry, national origin, sex, pregnancy,
age, disability, marital status, familial status, sexual orientation, gender
identity or gender expression, status as victim of domestic violence, dating
violence or stalking, or veteran status, and on housing related contracts the
source of income, and will take affirmative action to ensure that employees
and applicants are afforded equal employment opportunities without
discrimination. Such action shall be taken with reference to, but not limited to:
recruitment, employment, termination, rates of pay or other forms of
compensation, and selection for training or retraining, including
apprenticeship and on the job training.
By entering into this Agreement, the Village attests that it is not in
violation of the Americans with Disabilities Act of 1990 (and related Acts) or
Miami -Dade County Resolution No. R-385-95. If the Village or any owner,
subsidiary or other firm affiliated with or related to the Village is found by the
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responsible enforcement agency or the County to be in violation of the Act or
the Resolution, such violation shall render this Agreement void. This
Agreement shall be void if the Village submits a false affidavit pursuant to this
Resolution or the Village violates the Act or the Resolution during the term of
this Agreementeven if the Village was not in violation at the time it submitted
its affidavit. The provisions of Section 1.13 shall be included in any agreement
between the Village and any consultant and/or contractor performing work on
this Project.
2. RESPONSIBILITIES OF COUNTY:
2.1. Funding Amount, Reimbursement of Project Costs: The construction cost
estimate for the Project is $494,071 (this amount includes ten percent (10%)
contingency). Subject to and contingent upon the Board of County
Commissioners' and the Transportation Planning Organization's review and
approval process pursuant to Chapter 33E of the Code of Miami -Dade
County, Florida, the County agrees to provide funds up to $459.000 for
eligible costs, as defined herein, incurred by the Village for the construction of
the Project. The County shall disburse to the Village funds for the Project in
the manner set forth in Section 4. 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 Miami -Dade Board of County
Commissioners.
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2.2. County Payments of Project Costs: The County funds provided for eligible
costs as defined herein, incurred for the construction of the Project are
specified below:
Funding Amount Funding Source County Fiscal Year of
Commitment
$459,000 Road Impact Fee District 2 2021-2022
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 Village Mayor and the County Mayor or County Mayor's
designee without the need for approval by the Village Council and County
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 Village and 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 construction of Project elements
that are the standard items normally provided for by the County in County road
improvement projects, and not the enhancement of standard items, or the
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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
Village 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 execution of the
Agreement, the Village 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 contract award for this Project, the Village shall submit the Estimated
Quarterly Construction Payout Schedule for the Project to the County DTPW
Director. Quarterly disbursement of County funds to the Village shall be based upon
Village invoices with certified copies of paid contractor invoices attached and shall
not include any other charges. The Village acknowledges that a delay in the
County's processing of invoices may occur if subcontractor reporting required by
County Code is not current, as reflected in the County's Business Management
Workforce System (see Section 6 of this Agreement). Final invoice shall be
submitted 120 working days after Contractor receives final acceptance from the
Village. The County may elect to terminate this Agreement due to the Village's
failure to invoice and close the Project and any funds left from the County's funding
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commitment pursuant to Section 2.1 will become available to be redirected for any
expenditure that the County shall determine.
5. 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.
6. SMALL BUSINESS, WAGE, AND WORKFORCE PROGRAMS COMPLIANCE
AND OVERSIGHT: Whenever County funds are used, the Village agrees to comply
with applicable County regulations, including but not limited to, the Small Business
Enterprise (SBE) Goods Program. the SBE Services Program, the SBE Architecture
and Engineering Program. the SBE Construction Services Program, the Community
Workforce Program (CWP). the Resident First Training and Employment Program
(RFTE), and the Responsible Wages and Benefits Ordinance, Section 2-11.16 of the
County Code. The program provisions are available at:
https:f/www.miamidade.gov/smallbusiness/business-development-legislation. asp.
Specifically, the Village agrees to abide by the applicable contract measure
recommendation(s) established by the County's SBD Division Project Worksheet for
the participation of specified business entities and/or trades and for Wage and
Workforce requirements, as administered by SBD. The County's web -based
Business Management Workforce System (BMWS) shall be utilized to comply with
SBE, wage. and workforce programs and Subcontractor reporting requirements
(http //mdcsbd.gob2g.com). SBD shall have the right to oversee and perform
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compliance monitoring. including but not limited to. the right to audit and to require
reports and documentation related to the Miami -Dade County Code and
Implementing Orders. Failure to comply with the requirements of the executed
Agreement by the Village, the County will withhold payment in the amount equivalent
to the fines which will be assessed against a private contractor.
7. PROJECT SIGNAGE: The County shall furnish and install a Project sign in each
direction of traffic indicating that this Project is being funded by Road Impact Fees. in
coordination with the Village, in proximity to the start/end of the Project limits.
Should Maintenance of Traffic (MOT) signage be required as part of the work, the
Project sign shall be placed an appropriate distance before the MOT signage range.
The Project signs shall remain in place for the duration of the work or as directed by
the Project engineer.
8. INDEMNIFICATION: To the extent authorized by Florida law. the Village 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 Village. 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 Village 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 ofi because of or due to the
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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 Village for its sole negligence or breach of contract.
In the event of breach or non-performance by the persons selected by the
Village to perform the work, the Village 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 Village. at its option pursues such claims,
actions or causes of action through arbitration., administrative proceeding or lawsuit.
The Village agrees to cooperate fully with the County in the prosecution of any such
claim or action Any damages recovered by the County which is attributable to an
expenditure by the Village shall be returned to the Village by the County, within sixty
(60) business days of receipt.
9. 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. Each
party will bear its own attorney's fees.
1O.TERMINATION AND DEFAULT: If the Village fails to issue a Notice to Proceed
(NTP) for the construction of the Project by December 31, 2022 (NTP Deadline). the
County shall have the option of (a) immediately terminating the Agreement, or (b)
notifying the Village of a requirement that an NTP for the construction of the Project
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be issued by a new date to be set by the County. If the County elects to terminate
the Agreement due to the Village's failure to issue an NTP by the NTP Deadline, the
funds provided in Section 2.1 for this Project will become available to be redirected
for any expenditure that the County shall determine.
11.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
matter of judicial construction, be construed more severely against one of the parties
from the other.
12.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 Village 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.
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: Director. Department of Transportation and Public Works
Miami -Dade County
701 NW 1 Court. Suite 1700
Miami. Florida 33136
(786) 469-5406
To the Village:
Attention: Steven C. Williamson
Village Manager
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Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, Florida 33149
(305) 365-5511
14, 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 an 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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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
MIAMI-DADE COUNTY, FLORIDA,
BY ITS BOARD OF
COUNTY COMMISSIONERS
BY: _ BY:
Deputy Clerk County Mayor or County Mayor's Designee
Approved by County Attorney
as to form and legal sufficiency
ATTEST: VILLAGE OF KEY BISCA1NE, a municipal
corporation of the State •r' Florida
Assistant County Attorney
Villa • e Clerk Village Manager
(Affix Village Seal)
Approved by Village Attorney
as to form and legal sufficiency
Village Attorney
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