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HomeMy Public PortalAbout2017-55 Approving a joint participation agreement with Miami-Dade County for the Village's traffic signalization project.pdfRESOLUTION NO 2017-55 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING A JOINT PARTICIPATION AGREEMENT WITH MIAMI DADE COUNTY FOR THE VILLAGE'S TRAFFIC SIGNALIZATION PROJECT, PROVIDING FOR AUTHORIZATION, PROVIDING FOR IMPLEMENTATION, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Village of Key Biscayne, Florida (the `Village") Council desires to implement new traffic signal technologies to enable adaptive traffic signal controls and traffic management within the limits of the Village along Crandon Boulevard from Harbor Drive to West Mashta Drive (the "Traffic Signalization Project') and WHEREAS, the Traffic Signalization Project entails the Village s purchase and installation of Caltran 2070LX controllers, video detection systems, and blue tooth traffic data collection devices to upgrade the six (6) traffic signals on Crandon Boulevard from Harbor Drive to West Mashta Drive to allow the implementation of adaptive traffic signal technologies that will interface with Miami Dade County s existing and future traffic systems, and WHEREAS, the Florida Department of Transportation (` FDOT") has awarded the Village a grant m the amount of $165,000 00 (` Grant ) to assist in the costs of implementing the Traffic Signalization Project, and WHEREAS, on October 24 2017, the Village accepted the FDOT Grant and entered into a State -Funded Grant Agreement for the Project, which is identified by FDOT as Project No 441476 1, and WHEREAS, in furtherance of the Traffic Signalization Project the Village has negotiated an agreement with Miami Dade County (the `County") wherein the Village and County have agreed that the Village will procure and install the equipment needed for the Traffic Page 1 of 4 Signalization Project and the County will maintain the equipment and contribute funds to the Village for procuring and mstallmg the equipment all as set forth in the Joint Participation Agreement between the Village and the County which is attached hereto as Exhibit 'A (the ` Agreement") and WHEREAS, the Village Council finds that it rs m the best interest of the Village to approve the Agreement with the County and WHEREAS, the Village Council finds that this Resolution is m the best interest and welfare of the citizens of the Village NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS Section 1 Recitals Each of the above -stated recitals are hereby adopted confirmed, and incorporated herein Section 2 Approval The Village Council hereby approves the Agreement with the County for the Traffic Signalization Project Section 3 Authorization The Village Council hereby authorizes the Village Mayor to execute the Agreement rn substantially the form attached hereto as Exhibit 'A, and execute any related or necessary documentation on behalf of the Village, subject to approval by the Village Attorney as to form, content, and legal sufficiency Section 4 Implementation The Village Council hereby authorizes the Village Manager to take any action which is reasonably necessary to implement the purpose of this Resolution Page 2 of 4 Section 5. Effective Date. This Resolution shall be effective immediately upon adoption. PASSED and ADOPTED this 12th day of December, 2017. A'rft.sT: NIFI;R QUE, CMC VILLAGE CLERK APPROVED AS TO 'ORM AND LEGAL SUFFICIENCY: VILLAGE ATTORNEY Page 3 of 4 EXHIBIT A JOINT PARTICIPATION AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE VILLAGE OF KEY BISCAYNE Page 4 of 4 JOINT PARTICIPATION AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE VILLAGE OF KEY BISCAYNE Th's Joint Participation Agreement ("Agreement") is made and entered into this /0 day of 2018, 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". WHEREAS, the Parties wish to facilitate the implementation of new traffic signal technologies to enable adaptive traffic signal controls and traffic management within the limits of the Village (the "Project"); and WHEREAS, the Project entails the Village's purchase and installation of Caltran 2070LX controllers, video detection systems, and blue tooth traffic data collection devices to upgrade the six (6) traffic signals on Crandon Boulevard from Harbor Drive to W Mashta Drive to allow the implementation of adaptive traffic signal technologies; and WHEREAS, the Parties acknowledge that the signal at W Mashta Drive requires additional work to be completed above that which is required at the other signals; and WHEREAS, the Village will procure and contract for the required equipment, materials, and services to implement the Project; and WHEREAS, the Florida Department of Transportation ("FDOT") has awarded the Village a grant in the amount of $165,000.00 ("Grant") to assist in the costs of implementing the Project; and WHEREAS, the Village has accepted the FDOT Grant and entered into a State -Funded Grant Agreement for the Project, which is identified by FDOT as Project No. 441476-1 and which agreement is attached hereto and incorporated herein as Exhibit "A" ("Agreement"); and WHEREAS, the County will assist the Village with the Project installation and provide future maintenance of the adaptive traffic signal technologies, all subject to the terms and conditions more particularly set forth below, including to reimbursement up to $70,058.96 for costs incurred by the Village in implementing the Project. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows: Page 1 of 7 1 Village's Responsibilities 11 Implementation The Village shall procure all equipment, materials, and services mcludmg any required engineering services and/or licensed traffic signal contractors required for the Project Any required engmeenng services shall be pnmanly for the configuration of the traffic signal programming, mcludmg the conversion of traffic signal timmg plans and the development of the adaptive traffic signal control configurations documentmg before/after results of the implementation, and providing continuous support of the signal operations through the contract penod Any and all engmeenng purchase and or construction contracts entered into by the Village to accomplish the Project shall be referred to as Development Contracts The Village may award the Development Contracts m accordance with the requirements of law The County agrees that the selection, retention and discharge of any required Project contractors shall be the responsibility of the Village 1 2 Permits and Approvals If required, the Village shall obtain all necessary permits 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 pemutting 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 Miami -Dade County Department of Transportation and Public Works 1 3 Right -of -Way If required the Village shall acquire at its sole expense, any right-of-way that is required to complete the Project implementation 14 Public Information and Involvement If required the Village will implement a Public Involvement Plan (PIP) during any design and construction needed to support 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 Appropnate 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 Department of Transportation and Public Works Director for review and concurrence pnor to its implementation 15 Publicity The Village shall ensure that all publicity public relations advertisements and signs recognize and reference the County for the Project oversight This is to include, but is not limited to, all posted signs, pamphlets, wall plaques, comerstones, dedications notices, flyers, brochures, news releases media packages, promotions, and stationery The use of the official County logo is permissible for the publicity purposes Page 2 of 7 stated herein The Village shall subnut sample or mockup of such publicity or materials to the County for review and approval 16 Administration and Inspection The Village shall exercise all responsibilities of the owner under the Development Contracts, including the approval of final design specifications and construction documents, construction administration, inspections and acceptances or rejections thereunder The Village shall be entitled to delegate this function by contract to duly authorized agents or contractors of the Village The Village shall at all times retain the nght to make final decisions under the Development Contracts including the nght to accept or reject the goods and services to be provided under such Development Contracts 1 7 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 2 County's Responsibihties 21 Oversight and Maintenance To ensure that the Village's work obligations under Section 1 above are executed m a manner consistent with County standards and regulations the County will assist the Village m the oversight of the Project The Village shall provide to the County the nght to review and comment with respect to the design of the Project and shall make the design personnel available to the County to allow the County to assist m the design and implementation of the Project The Village shall provide to the County the nght to review and comment with respect to any schedule for Project design and construction The County shall also be notified by the Village of any and all inspections of the Project so that the County may participate m such inspections and comment on same includmg but not limited to any inspection for substantial or final completion of the construction of the Project The Village shall provide the County access to the site as necessary to conduct routine inspections but the County shall have no obligations to the Village to conduct any such inspection Any and all communications with the contracting parties under the Development Contracts shall be the responsibility of the Village The Village shall certify to the County the date of final completion of the Project, whereupon the mamtenance responsibility for the maintenance of the traffic signal improvements shall become the responsibility of the County By express exception the Village shall remain responsible for any and all errors and omissions relating to the design of the traffic signals and defects of the traffic signals which are covered by warranty or a contract claim under the existing Development Contracts, and the Village as the contracting party shall remain responsible for prosecuting any such claim No potential or actual warranty or claim of the Village under the Development Agreements shall become the County's maintenance responsibility under this agreement The Village hereby expressly releases the County Page3of7 from any and all responsibility in connection with the County s assistance to the Village under this Agreement including but not limited to any advice rendered by the County in connection with Project design installation acceptance or rejection The Village shall mdemmfy and hold the County harmless in connection with any claim, suit, action or cause of action which may be brought against the County by any of the contracting parties of the Village under the Development Agreements 2 2 Project Signage The County may furnish and install a Project sign m each direction of traffic m proximity to the start/end of the Project limits Should Mamtenance 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 23 Reimbursement of Project Expenses The County agrees to provide funds up to $70,058 96 for third party direct costs incurred by the Village m implementing the Project which exceed $165 000 or such other amount m excess of $165,000 which is authonzed in the Grant ("Reimbursable Amount") The County shall disburse the Reimbursable Amount to the Village within thirty (30) days of the Village submitting a complete reimbursement invoice The reimbursement invoice shall mclude all project completion documentation including County acceptance form and documentation of the Village expenditures to be reimbursed The Reimbursable Amount shall be limited to expenditures of the Village under the Development Contracts 2 3 1 The Parties recognize that adjustments to the total Project costs may be required m the future, and that at the option of the Village, amendments may be entered into to revise the Project costs Provided that there is no increase in the Reimbursable Amount amendments may be executed by the Village Manager without the need for approval by the governing board of either Party However an increase in the Reimbursable Amount shall be subject to the approval of the Mianu-Dade County Board of County Commissioners 3 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 obhgations 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 4 Indemnification 4 1 To the extent authonzed by Flonda 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, Flonda Statutes, from all claims demands liabilities and suits of any nature whatsoever ansing out of, because of or due to the breach of this Agreement by Page 4 of 7 the Village its agents or employees It is specifically understood and agreed that tlus mdemnification clause does not cover or indemnify the County for its sole negligence or breach of contract 4 2 To the extent authonzed by Florida law, the County hereby agrees to indemnify, defend, save and hold harmless the Village to the extent of all the limitations included m Section 768 28, Flonda Statutes, from all claims, demands liabilities and suits of any nature whatsoever ansing 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 Village for its sole negligence or breach of contract 43 In the event of breach or non-performance by the persons selected by the Village to perform the work the Village shall, upon wntten request by the County assign to the County any and all of its nghts 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 expenditure by the Village shall be returned to the Village by the County within sixty (60) business days of receipt 5 Dispute Resolution, Apphcable Law The Parties shall resolve any disputes controversies or claims between them arising out of this Agreement in accordance with the "Honda Governmental Conflict Resolution Act, Chapter 164 Flonda Statutes, as amended This Agreement shall be govemed by the laws of the State of Flonda Venue in any proceedings shall be m Miami -Dade, Honda Each Party will bear its own attorney's fees 6 Entire Agreement, Amendments This document incorporates and includes all pnor negotiations correspondence conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments agreements, or understandings concemmg the subject matter of this agreement that are not contained m this document Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any pnor 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 herem shall be effective unless contained m a written document prepared with the same or similar formality as tlus Agreement and executed by the parties 7 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 Page 5 of 7 understandmg of all nghts 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 8 Severance In the event a portion of this Agreement is found to be invalid by a court of competent junsdiction, the remammg provisions shall continue to be effective unless the Village or County elects to temunate this Agreement An election to terminate this Agreement based upon this provision shall be made within seven (7) business days after the findmg by the court becomes final 9 Notices Any and all notices required to be given under this Agreement shall be sent by first class mail addressed as follows 9 1 To the County Department of Transportation and Public Works c/o Director Miami -Dade County 701 NW 1 Court Suite 1700 Miami Florida 33136 (786) 469-5406 9 2 To the Village Mayra Pena Lindsay Mayor, Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Honda 33149 (305) 365-5511 9 2 1 With a copy to Weiss Serota Helfman Cole & Bierman, PL Attn Village of Key Biscayne Attorney 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 [THIS SPACE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS [ Page 6 of 7 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 Harvey Ruvin, Clerk of the BoaSd—C[ Board of County Commissioners By: Deputy Clerk Approved by County Attorney as to form and legal sufficiency: By: County Attorney Attest: Village Clerk Approved by Village Attorney as to form and legal sufficiency: Village Attorney By: C ayor or County ayor's Designee Village of Key Biscayne, a municipal corporation of the State of Florida By: Mayra Pefi dsay Mayor (Affix Village Seal) Page 7 of 7