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HomeMy Public PortalAbout2022-54 Accepting a municipal planning matching grant award in an amount of $90,000 from the Miami-Dade Transportation Planning Organization for the Crandon Blvd. Safety and Mobility StudyRESOLUTION NO. 2022-54 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, ACCEPTING A MUNICIPAL PLANNING MATCHING GRANT AWARD IN AN AMOUNT OF 590,000 FROM THE MIAMI-DADE TRANSPORTATION PLANNING ORGANIZATION (TPO) FOR THE CRANDON BOULEVARD SAFETY AND MOBILITY STUDY AND APPROVING AN AGREEMENT RELATED TO THE SAME; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne ("Village") desires to develop a holistic and comprehensive design for Crandon Boulevard within the Village's jurisdictional limits to improve the mobility, connections, safety, and functionality of the corridor by better accommodating all users of the right-of-way (the "Project"); and WHEREAS, the Project will build upon the Village's vision and develop the final design for Crandon Boulevard; and WHEREAS, the Miami -Dade Transportation Planning Organization (the "TPO") has awarded the Village a 2022 Municipal Planning Matching Grant (the "Grant") in an amount of $90,000 for the Project; and WHEREAS, the Village desires to accept the Grant and enter into the Grant Agreement, in substantially the form attached hereto as Exhibit "A" (the "Agreement"); 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. Page 1 of2 Section 2. Acceptance and Approval. That the Village Council hereby accepts the Grant in an amount of $90,000 from the TPO and approves the Agreement in substantially the form attached hereto as Exhibit "A." Section 3. Authorization. That the Village Council hereby authorizes the Village Manager to execute the Agreement, in substantially the form attached hereto as Exhibit "A," subject to the Village Attorney's approval as to form, content, and legal sufficiency. Section 4` Effective Date. That this Resolution shall be effective immediately upon adoption. PASSED and ADOPTED this 11th day of October , 2022. ATTEST: JOC YN B. I4UCH VILLAGE CLERK MICHAEL W. DAVEY, MAYOR III i> 494Pc 4► APPROVED AS TO FORM AND LEGAL SUFFICIE WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. VILLAGE ATTORNEY Page 2 oft INTER.LOCAL AGREEMENT THIS AGREEMENT, made and entered into this day of , 2022, by and between the Miami -Dade Transportation Planning Organization ("TPO"), hereinafter called the TPO and the Village of Key Biscayne, a municipal corporation of the State of Florida ("Village"). The Village and the TPO may each be referred to individually as a "Party" and may collectively be referred to as the "Parties." The TPO and the Village of Key Biscayne have determined to jointly fund the Village of Kev Biscayne Crandon Boulevard Safety and Mobility Study and the Village of Key Biscayne has determined to provide the services for such study and its share of the costs thereof as provided below. WITNESSETH: ARTICLE 1.00: The TPO does hereby retain the Village of Key Biscayne to provide the services for the Village of Kev Biscayne Crandon Boulevard Safety and Mobility Study, which services are described in Exhibit "A": "Scope of Services", and Exhibit "B": "Project Schedule". The parties further agree that the project costs are provided in Exhibit "C": "Project Cost." The E -Verify Certification provided in Exhibit "D" must be signed by the recipient. In addition, Exhibit "E": "Title VI Quarterly Progress Report" must be filled out and transmitted to the TPO on a quarterly basis concurrently with the Unified Planning Work Program schedule. The referenced exhibits are attached hereto and made part hereof as though fully recited herein. Article 16.00 governs each party's obligations for its portion of the Project Cost. ARTICLE 2.00: The TPO and the Village of Key Biscayne mutually agree to furnish, each to the other, the respective services, information, and items as described in Exhibit "A" Scope of Services, Exhibit "B" Tentative Project Schedule, Exhibit "C" Project Cost and Exhibit "D" E -Verify Certification. The TPO agrees to furnish the Village of Key Biscayne and its duly designated representatives' information including, but not limited to, existing data and projects related to the study area which may be available in other governmental offices. The Village of Key Biscayne agrees to perform or cause to be performed, in a timely and professional manner, the work elements Page 1 Village of Key Biscayne Crandon Boulevard Safety and Mobility Study set forth in the above -enumerated Exhibits, in accordance with the Schedule set forth in Exhibit "B". Before initiating the work described in Exhibits "A", "B" and "C", the TPO Executive Director or her designee shall execute and issue the Village of Key Biscayne a Notice -to -Proceed with the work described in said Exhibits, such work to constitute performance of the Key Biscayne Crandon Boulevard Safety and Motility Study as set forth in said Exhibits. ARTICLE 3.00: The services to be rendered by the Village of Key Biscayne shall be commenced subsequent to the execution and issuance of the Notice -to -Proceed and shall be completed within fifteen (I 5) months from the date of execution and issuance of the Notice -to -Proceed. ARTICLE 4.00: The Village of Key Biscayne agrees to provide Project Schedule progress reports on a quarterly basis and in a format acceptable to the TPO Executive Director. The TPO Executive Director shall be entitled at all reasonable times to be advised, upon written request, as to the status of work being done by the Village of Key Biscayne and of the details thereof. Coordination shall be maintained by the Village of Key Biscayne with the TPO Project Manager and other representatives. Either parties to the agreement may request in writing and be granted a conference. The parties also agree to establish a Study Advisory Group comprised of stakeholders and led by the TPO's and Village of Key Biscayne's respective Project Managers. ARTICLE 5.00: In the event there are delays on the part of the TPO as to the approval of any of the materials submitted by the Village of Key Biscayne or if there are delays occasioned by circumstances beyond the control of the Village of Key Biscayne which delay the Project Schedule completion date, the TPO Executive Director or her designee shall grant the Village of Key Biscayne by a letter an extension of the contract time, equal to the aforementioned delays, provided there are no changes in compensation or scope of work. It shall be the responsibility of the Village of Key Biscayne to ensure at all times that sufficient contract time remains within which to complete services on the project and each major Task Group as designated with roman numerals on the Exhibits. In the event there have been delays which would affect the project completion date or the completion date of any major Task Group, the Village of Key Biscayne shall submit a written request to the TPO Executive Director or her designee twenty Village of Key Biscayne Crandon Boulevard Safely and Mobility Study Page 2 (20) days prior to the schedule completion date which identifies the reason(s) for the delay and the amount of time related to each reason. The TPO Executive Director or her designee will review the request and make a determination as to granting all or part of the requested extension. Scheduled completion dates shall be determined by the elapsed times shown in Exhibit "B" and the issue date of the Notice -to -Proceed. In the event contract time expires and the Village of Key Biscayne has not requested, or if the TPO Executive Director or her designee has denied an extension of the completion date, partial progress payments will be stopped on the date time expires. No further payment for the project will be made until a time extension is granted or all work has been completed and accepted by the TPO Executive Director or her designee. SUB ARTICLE 5.10: The failure of any party to comply with its obligations hereunder shall be excused to the extent such party's performance has been rendered impossible as a result of: an act of God, strike, labor dispute, war, fire, earthquake, epidemic, pandemic, riots, act of public enemies, acts or threats of terrorism, action of federal, state or local governmental authorities or for any other reason beyond the reasonable control of the party claiming protection by reason of such force majeure event ("Force Majeure Event"). The party claiming protection by reason of such Force Majeure Event shall give written notice to the other party as soon as practicable but no later than five (5) business days after the date the Force Majeure Event occurred. ARTICLE 6.00: The Village of Key Biscayne shall maintain an adequate and competent professional staff and may associate with it, for the purpose of its services hereunder, without additional cost to the TPO, other than those costs negotiated within the limits and terms of this Agreement and upon approval by the TPO Executive Director, such specialists as the Village of Key Biscayne may consider necessary. ARTICLE 7.00: The TPO shall not be liable for use by the Village of Key Biscayne of plans, documents, studies or other data for any purpose other than intended by the terms of this Agreement. ARTICLE 8.00: All tracings, plans, specifications, maps, and/or reports prepared or obtained under this Agreement shall be considered research and shall be jointly owned by the TPO and the Village Page 3 Village of Key Biscayne Crandon Boulevard Sajeyand Mobility Study without restriction or limitation on their use; and shall be made available, upon request, by either party at any time. Copies of these documents and records shall be furnished to either party upon request, verbal or written, allowing reasonable time for the production of such copies. SUB ARTICLE 8.10: Records of costs incurred by the Village of Key Biscayne and all sub - consultants performing work on the project, and all other records of the Village of Key Biscayne and sub -consultants considered necessary by the TPO for proper audit of project costs, shall be furnished to the TPO upon request. Whenever travel costs are included in the performance of services set forth in Exhibits "A", "B" and "C", the provisions of El Miami -Dade County Administrative Order 6-1, shall govern or Florida Statutes, whichever is more restrictive. The Village of Key Biscayne shall allow public access to all documents, papers, letters, or other material, subject to the provisions of Chapter 119, Florida Statutes, made or received by the Village of Key Biscayne in conjunction with this Agreement. Failure by the Village of Key Biscayne to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the TPO Executive Director. ARTICLE 9.00: Title VI Compliance (Civil Rights Act of 1964) - During the performance of this agreement, the Village of Key Biscayne, for itself, its assignees and successors in interest, agree as follows: 1. Compliance with Regulations: The Village of Key Biscayne shall comply with the Regulations relative to nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation (hereinafter, "USDOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The Village of Key Biscayne, with regard to the work performed during the contract, shall not discriminate on the basis of race, color, national origin, sex, age, disability, religion or family status in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Village of Key Biscayne Page 4 Village of Key Biscayne C'randon Boulevard SOD. and MMobrlay Study shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations made by the Village of Key Biscayne, either by competitive bidding or negotiation for work to be performed under a subcontract, including procurements of materials or leases of equipment; each potential subcontractor or supplier shall be notified by the Village of Key Biscayne of the Village of Key Biscayne's obligations under this contract and the Regulations relative to nondiscrimination on the basis of race, color, national origin, sex, age, disability, religion or family status. 4. Information and Reports: The Village of Key Biscayne shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Village of Key Biscayne is in the exclusive possession of another who fails or refuses to furnish this information the Village of Key Biscayne shall so certify to the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Village of Key Biscayne's noncompliance with the nondiscrimination provisions of this contract, the Florida Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to: a. withholding of payments to the Village of Key Biscayne under the contract until the Village of Key Biscayne complies, and/or b. cancellation, termination or suspension of the contract, in whole or in part. Village of Key Biscayne Crandon Boulevard Safety and Mobility Study Page 5 6. Incorporation of Provisions: The Village of Key Biscayne shall include the provisions of paragraphs (1) through (7) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Village of Key Biscayne shall take such action with respect to any subcontract or procurement as the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. In the event the Village of Key Biscayne becomes involved in, or is threatened with, litigation with a sub -contractor or supplier as a result of such direction, the Village of Key Biscayne may request the Florida Department of Transportation to enter into such litigation to protect the interests of the Florida Department of Transportation, and, in addition, the Village of Key Biscayne may request the United States to enter into such litigation to protect the interests of the United States. 7. Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public Page 6 Village of Key Biscayne Crandon Boulevard Safety and Mobility Study entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 -- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the Village of Key Biscayne must take reasonable steps to ensure that LEP persons have meaningful access to the Village of Key Biscayne's programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits the Village of Key Biscayne from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). SUB ARTICLE 9.10: On January 4, 2011, Governor Rick Scott signed Executive Order Number 11- 02 relating to verification of employment status (the "Order"). The Order directs all agencies under the direction of the Governor to include as a condition of all state contracts a requirement that the contracting party utilize the U.S. E -Verify system to "verify the employment of: (a) all persons employed during the contract term by the contractor to perform work pursuant to the contract with the state agency". The Village of Key Biscayne agrees to comply with the requirements of the Order and execute Exhibit "D". ARTICLE 10.00: The TPO agrees to pay the Village of Key Biscayne compensation as per Article 16.00 of this Agreement and Exhibits "A", "B" and "C", attached hereto and made a part hereof. ARTICLE 11.00: The TPO Executive Director may terminate this Agreement in whole or in part at any time the interest of the TPO requires such termination. Page 7 Village of Key Biscayne Crandon Boulevard Safety and Mobility Study SUB ARTICLE 11.10: If the TPO Executive Director determines that the performance of the Village of Key Biscayne is not satisfactory, the TPO Executive Director shall have the option of (a) immediately terminating the Agreement or (b) notifying the Village of Key Biscayne of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time. SUB ARTICLE 11.20: If the TPO Executive Director requires termination of the Agreement for reasons other than unsatisfactory performance of the Village of Key Biscayne, the TPO Executive Director shall notify the Village of Key Biscayne in writing of such termination, with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. SUB -ARTICLE 11.30: If the Agreement is terminated before performance is completed, the Village of Key Biscayne shall be paid for the work satisfactorily performed. Payment is not to exceed the prorated amount of the total share of the project costs to be paid by TPO as provided in Article 16.00 agreement amount based on work satisfactorily completed. Such determination shall be based and calculated upon a percentage allocation of total project cost, by major Task Group. ARTICLE 12.00: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. Title and paragraph headings are for convenient reference and are not a part of this Agreement. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or applicable local laws, codes, or regulations, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. Page 8 Village of Key Biscayne Crandon Boulevard Safety and Mobility Study ARTICLE 13.00: The Village of Key Biscayne warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Village of Key Biscayne, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. It is understood and agreed that the term "fee" shall also include brokerage fee, however denoted. SUB ARTICLE 13.10: For the breach or violation of Article 13.00, the TPO Executive Director shall have the right to terminate this Agreement without liability, and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. ARTICLE 14.00: The Village of Key Biscayne agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, during the period of this Agreement, without first notifying the TPO Executive Director or her designee and securing its consent. The Village of Key Biscayne so agrees that it shall not copyright or patent any of the data and/or information furnished in compliance with this Agreement, it being understood that, under Article 8.00 hereof, such data or information is the joint property of the TPO and the Village. This Section shall not be construed to limit or restrict public access to documents, papers, letters or other material pursuant to Article 8.10 of this Agreement. ARTICLE 15.00: The TPO shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money shall be paid on such contract. ARTICLE 16.00: Payment of project costs - It is mutually agreed and understood that the Project Costs shall be as provided in Exhibit C. TPO shall pay the Village of Key Biscayne 42% (forty-two percent) of such Project Costs. The Village of Key Biscayne shall be responsible for the remaining Village of Key Biscayne Crandon Boulevard Safety and Mobility Study Page 9 Costs. The Village of Key Biscayne shall invoice TPO monthly for TPO's share of Project Costs in a format acceptable to the TPO Executive Director or her designee and shall be paid therefore on a percentage of completion basis for each Task described in the Notice -to -Proceed executed in accordance with Article 2.00. The Village of Key Biscayne shall invoice 100% of the TPO's share of the Project Cost upon completion of all Task Orders, as indicated under Exhibit "A". The total compensation to be paid by the TPO to the Village of Key Biscayne hereunder shall not exceed Ninety Thousand Dollars ($90,000.00). SUB ARTICLE 16.10: By executing this agreement the Village of Key Biscayne commits to fund the 20% (twenty percent) local share minimum of this agreement as specified in Exhibit C. SUB -ARTICLE 16.20: It is agreed that said compensation provided in Article 16.00 hereof shall be adjusted to exclude any significant sums where the TPO Executive Director shall determine that reported costs by the Village of Key Biscayne reflect inaccurate, incomplete or non -current costs. All such adjustments shall be made within sixty (60) days following the end of the Agreement and any adjustments shall be provided to the Village in writing with sufficient detail explaining the reason(s) for said adjustments. For purpose of this Agreement, the end of the Agreement shall be deemed to be the date of final billing or acceptance of the work by the TPO Executive Director or her designee, whichever is later. ARTICLE 17.00: Standards of Conduct - Conflict of Interest - The Village of Key Biscayne covenants and agrees that it and its employees shall be bound by the standards of conduct provided in Florida Statutes 112.313 as it relates to work performed under this Agreement, which standards will be referred and made a part of this Agreement as though set forth in full. The Village of Key Biscayne agrees to incorporate the provisions of this article in any subcontract into which it might enter with reference to the work performed. ARTICLE 18.00: The TPO Executive Director reserves the right to cancel and terminate this Agreement in the event the Village of Key Biscayne or any employee, servant, or agent of the Village of Key Biscayne is indicted or has direct information issued against her for any crime arising out of or in conjunction with any work being performed by the Village of Key Biscayne for or on behalf of the TPO, without penalty. It is understood and agreed that in the event of such termination, all Page 10 Village of Key Biscayne Crandon Boulevard Safely and Mobility Study tracings, plans, specifications, maps, and data prepared or obtained under this Agreement shall immediately be turned over to the TPO Executive Director in conformity with the provisions of Article 8.00 hereof. The Village of Key Biscayne shall be compensated for its services rendered up to the time of any such termination in accordance with Article 11.00 hereof. ARTICLE 19.00: To the extent permitted by law, and subject to the limitations included within Florida Statutes Section 768.28, the Village of Key Biscayne shall indemnify, defend, save, and hold harmless the TPO and its officers, agents, and employees from any and all claims, liability, losses and causes of action arising out of the Village of Key Biscayne's negligence or other wrongful acts in the performance of this agreement. However, nothing herein shall be deemed to indemnify the TPO for any liability or claims arising out of the negligence, performance, or lack of performance of the TPO. To the extent permitted by law, and subject to the limitations included within Florida Statutes Section 768.28, the TPO shall indemnify, defend, save, and hold harmless the Village of Key Biscayne and its officers, agents, and employees from any and all claims, liability, losses and causes of action arising out of the TPO's negligence or other wrongful acts in the performance of this agreement. However, nothing herein shall be deemed to indemnify the Village of Key Biscayne for any liability or claims arising out to the negligence, performance, or lack of performance of the Village of Key Biscayne. ARTICLE 20.00: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. The term "proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees and costs. ARTICLE 21.00: Any notice, consent or other communication required to be given under this Agreement shall be in writing, and shall be considered given when delivered in person or sent by facsimile or electronic mail one (1) business day after being sent by reputable overnight carrier or three (3) business days after being mailed by certified mail, return receipt requested, to the parties at Village of Key Biscayne Crandon Boulevard Safety and liability Study Page 11 the addresses set forth below (or at such other address as a party may specify by notice given pursuant to this Section to the other party): To the TPO: Miami -Dade Transportation Planning Organization 150 West Flagler Street Suite 1900 Miami, Florida 33130 Attn: Aileen Boucle, Executive Director E -Mail: Aileen.Boucle@mdtpo.org ARTICLE 22.00: Attachments: Exhibit "A", Scope of Services Exhibit "B", Project Schedule To the Village: Village of Key Biscayne 88 West McIntyre St. Key Biscayne, FL Attn: Steve Williamson, Village Manager E -Mail: swilliamson@keybiscayne.fl.gov With copies to: Village of Key Biscayne Office of the Village Attorney 2800 Ponce de Leon Blvd. Miami, FL Attn: Chad Friedman, Village Attorney E -Mail: cfriedrnan@wsh-law.com Exhibit "C", Project Budget Exhibit "D", E -Verify Certification Exhibit "E", Title VI Quarterly Progress Report No alteration, change or modification of the terms of this Agreement shall be valid unless made in writing. signed by both parties hereto, and approved by the Governing Board of the Transportation Planning Organization. This Agreement shall be binding upon the parties hereto, their heirs, executors. legal representatives, successors, or assigns. This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida and venue shall be in Miami -Dade County, Florida. ARTICLE 23.00: No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. Page 12 Village of Key Biscayne Crandon Boulevard Safety and Mobility Study ARTICLE 24.00: Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations and the certifications hereunder have been duly authorized, and that the Agreement is valid and legal agreement binding on such party and enforceable in accordance with its terms. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Agreement shall have the same effect as original signatures. IN WITNESS WHEREOF, the parties hereto have executed these presents this day of , 2021. FOR MIAMI-DADE TPO: ATTEST: Miami -Dade TPO Clerk of the Board By: By: Aileen Boucle, Executive Director Zainab Salim Date: Date: Approved as to Form and Legal Sufficiency By: Assistant County Attorney Date: FOR: VILLAGE OF KEY BISCAYNE A !!EST: (Affix Village Seal) BY: BY: Jocelyne Koch, Village Clerk Steven C. Williamson, Village Manager Approved by Village Attorney Approved as to as to legal form and correctness: Insurance Requirements: Village of Key Biscayne Crandon Boulevard Safety and Mobility Study Page 13 Chad Friedman, Village Attorney Chad Friedman, [Please Insert Name Here Page 14 Village of Key Biscayne Crandon Boulevard Safety and Mobility Study