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
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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
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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
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EXHIBIT A
JOINT PARTICIPATION AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
THE VILLAGE OF KEY BISCAYNE
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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:
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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
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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
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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
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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
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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 [
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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)
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