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Resolution 2020-31464 RESOLUTION NO' 2020-31464 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY AND MIAMI-DADE COUNTY FOR GEOMETRIC IMPROVEMENTS ON PINE TREE DRIVE, BETWEEN 45TH STREET AND 47TH STREET, INCLUDING A NEW TRAFFIC CIRCLE ON PINE TREE DRIVE/SHERIDAN AVENUE AND 46TH STREET; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL AGREEMENT. WHEREAS, following a fatal motorcycle crash that occurred on the 4500 Block of Pine Tree Drive in October 2019, the Transportation and Mobility Department and Miami Beach Police Department conducted a joint safety audit of Pine Tree Drive between 42nd Street and 47th Street; and WHEREAS, a review of crash data for the past five(5)years showed a total of 78 crashes between 42nd Street and 47th Street, including 16 crashes at the horizontal curve at the 4500 block of Pine Tree Drive in the northbound direction resulting in five (5) injury crashes and one fatal crash; and WHEREAS, at the October 31, 2019 City Commission meeting, directed the Administration to identify traffic calming measures to address speeding and other roadway safety issues on Pine Tree Drive between 45th Street and 47th Street in collaboration with Miami-Dade County Commissioner Sally Heyman's Office; and WHEREAS, the Administration transmitted a letter to the County articulating the known roadway safety concerns and requesting that the County include various short-term safety improvements as part of a County roadway resurfacing project on Pine Tree Drive that was in construction at that time; however, given that the County's project was nearing completion and limited in scope and funding, the County recommended that a separate project be programmed to address the safety concerns along this section of Pine Tree Drive; and WHEREAS, City staff held various discussions with County staff and County Commissioner Sally Heyman to review and finalize the scope of work of a safety project, consisting of: • Enhancing median landscaping between 46th Street and 47th Street; • Installing reduced speed limit signs in the vicinity of 4539 Pine Tree Drive; • Expanding median width between 45th Street and 46th Street; • Removing traffic signal on Pine Tree Drive/Sheridan Avenue and 46th Street and replacing with a traffic circle to improve intersection geometry; and • Enhancing speed limit signage in the area; and WHEREAS, the total project cost (including final design, construction, construction engineering inspection, and contingency) is estimated to be $1.10 million; and WHEREAS, a funding contribution, in the amount of $500,000, is being provided by Miami-Dade County through County Commissioner Sally Heyman's Office; and WHEREAS, The City is responsible for the remainder of the project costs($603,603)and for managing the design and construction phases of the project; and WHEREAS, the City's share of the project cost was approved as part of the Fiscal Year 2020/2021 Capital Budget; and WHEREAS, in order to establish cost share responsibilities and agency roles in the implementation of this safety project, the City Manager recommends that the Mayor and City Commission approve, in substantial form, the Joint Participation Agreement between the City and Miami-Dade County, Incorporated herein by reference and attached hereto as Exhibit"I". NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, in substantial form, a Joint Participation Agreement between the City and Miami-Dade County for geometric improvements on Pine Tree Drive, between 45th Street and 47th Street, including a new traffic circle on Pine Tree Drive/Sheridan Avenue and 46th Street; and further authorize the Mayor and City Clerk to execute the final agreement. PASSED and ADOPTED this 14th day October, 2020. ATTEST: Dan Gelber, Mayor k c.A.04 Rafael E. Granado, City Clerk IIICOp4o A1 ED..' APPROVED AS TO � FORM & LANGUAGE & FOR EXECUTION le 0(12...020 Date City Attorney t� Resolutions-R7 J MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: October 14, 2020 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY AND MIAMI- DADE COUNTY FOR GEOMETRIC IMPROVEMENTS ON PINE TREE DRIVE, BETWEEN 45TH STREET AND 47TH STREET, INCLUDING A NEW TRAFFIC CIRCLE ON PINE TREE DRIVE/SHERIDAN AVENUE AND 46TH STREET; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL AGREEMENT. RECOMMENDATION The Administration recommends that the Mayor and City Commission adopt a resolution authorizing the Mayor and City Clerk to execute a Joint Participation Agreement between the City of Miami Beach and Miami-Dade County to establish provisions for project cost share and agency roles in the design and construction of geometric improvements on Pine Tree Drive between 45th Street and 47th Street, including a new roundabout on Pine Tree Drive/Sheridan Avenue and 46th Street,to address roadway safety deficiencies. BACKGROUND/HISTORY Following a fatal motorcycle crash that occurred on the 4500 Block of Pine Tree Drive in October 2019, the Transportation and Mobility Department and Miami Beach Police Department conducted a joint safety audit of Pine Tree Drive between 42nd Street and 47th Street. The analysis consisted of on-site inspections, speed data collection, and a review of accidents along this section of the corridor. At the October 31, 2019 City Commission meeting, Mayor Dan Gelber sponsored a discussion item regarding roadway safety concerns on Pine Tree Drive. At the meeting, staff presented the results of the safety audit. The City Commission directed the Administration to pursue traffic calming measures to address speeding and other roadway safety issues on Pine Tree Drive between 45th Street and 47th Street in collaboration with Miami-Dade County Commissioner Sally Heyman's Office. ANALYSIS Pine Tree Drive is a major collector under the jurisdiction of Miami-Dade County. The corridor has a posted speed limit of 30 miles per hour; however, data collected in 2019 indicated that the Page 1134 of 1576 85th percentile speed is 40 miles per hour. In addition, a review of crash data for the past five (5) years identified a total of 78 crashes between 42nd Street and 47th Street. Upon closer review of the data, staff noticed that 16 crashes, including five (5) injury crashes and one (1) fatal crash, have occurred at the horizontal curve at the 4500 Block of Pine Tree Drive in the northbound direction. Following the data analysis, staff visited the corridor and developed a series of recommendations to improve roadway safety on Pine Tree Drive. Pursuant to City Commission direction, the Administration transmitted a letter to the County articulating the known roadway safety concerns and requesting that the County include various short-term safety improvements as part of a County roadway resurfacing project on Pine Tree Drive that was in construction at that time. However, given that the County's project was nearing completion and limited in scope and funding, the County recommended that a separate project be programmed to address the safety concerns along this section of Pine Tree Drive. As such, City staff held various discussions with County staff and County Commissioner Sally Heyman to review and finalize the scope of work of a safety project,consisting of: • Enhancing median landscaping between 46th Street and 47th Street • Installing reduced speed limit signs in the vicinity of 4539 Pine Tree Drive • Expanding median width between 45th Street and 46th Street • Removing traffic signal on Pine Tree Drive/Sheridan Avenue and 46th Street and replacing with a traffic circle to improve intersection geometry • Enhancing speed limit signage in the area • The Transportation and Mobility Department engaged an engineering consultant to develop a preliminary design concept and an opinion of probable cost for the proposed safety improvements (Attachment A). The total project cost (including final design, construction, construction engineering inspection, contingency and OIG Fees) is estimated to be $1,103,603. A funding contribution in the amount of $500,000 is being provided by Miami-Dade County through County Commissioner Sally Heyman's Office. The City is responsible for the remainder of the project costs ($603,603) and for managing the design and construction phases of the project. The City's share of the project cost was approved as part of the Fiscal Year 2020/2021 Capital Budget. In order to establish cost share responsibilities and agency roles in the implementation of the safety project, a Joint Participation Agreement (J PA) between the City of Miami Beach and Miami-Dade County is required (Attachment B). Once the JPA is approved by the City Commission and the Board of County Commissioners, the City will engage a design firm to prepare final engineering plans. The design phase is estimated to take 10 months (not including County review process). Once a County permit for construction has been secured, the City will engage a contractor to commence construction of the proposed safety improvements. The project is estimated to take two (2) years to design and complete construction. FINANCIAL INFORMATION The estimated total project cost is $1,103,603 with City of Miami Beach contributing $603,603. Amount(s)/Account(s): Page 1135 of 1576 158-9615-000356-30-403-521-00-00-00-65221 -$61,832.00 158-9615-000511-30-403-521-00-00-00-65221 -$420.00 158-9615-061357-30-410-522-00-00-00-65221 $66,661.00 158-9615-069351-30-410-522-00-00-00-65221 -$25,000.00 158-9615-069357-30-410-522-00-00-00-65221 -$449,690.00 CONCLUSION Due to a high number of accidents on Pine Tree Drive between 45th Street and 47th Street, including a fatality in October 2019, the Transportation and Mobility Department, in collaboration with the Miami Beach Police Department, performed a safety audit of that segment of Pine Tree Drive. The corridor has a posted speed limit of 30 miles per hour; however, data collected in April 2019 indicated that the 85th percentile speed is 40 miles per hour, thus, speeding is prevalent. Following a review of the data, City staff worked closely with County staff and County Commissioner Sally Heyman to identify improvements intended to address the known speeding and safety issues along this section of Pine Tree Drive. The project scope, as approved by the County, consists of various geometric and signage improvements, including replacing the existing traffic signal at the intersection of Pine Tree Drive/Sheridan Avenue and 46th Street with a new traffic circle. A JPA between the City of Miami Beach and Miami-Dade County is required to establish provisions for project cost sharing and project implementation. Miami-Dade County will contribute $500,000 to the project, and the City will contribute $603,603 as well as procure and manage the design, permitting, and construction phases of the project. The City's share was approved as part of the Fiscal Year 2020/2021 Capital Budget. The project is expected to take two (2)years to design and construction. Applicable Area Middle Beach Is this a "Residents Right Does this item utilize G.Q. to Know" item. pursuant to Bond Funds? City Code Section 2-14? No No Strategic Connection Mobility- Increase multi-modal mobility citywide and connectivity regionally. Legislative Tracking Transportation and Mobility Sponsor Mayor Dan Gelber ATTACHMENTS: Description Page 1136 of 1576 ❑ Attachment A- Concept and O PC ❑ Attachment B -JPA ❑ Resolution i Page 1137 of 1576 Attachment A: Traffic Circle Concept and Opinion of Probable Cost 'fl: , , • ,:i * -• law _ - �•+•t 6 • \ .� __` .S'.litt. 10111A In •••7.'k ' Ice,• N.7- .. • ., '•••e•` i L__ , . ' _, St L ''N i ife.4-1.-•: ,, -^-7_ .. r ,.„.1 - - .. 1 Jr _ ?TA. v ,. toil 1 : _i: • __ I , .1 ..._ .....„......._ ,.. I./ .. .. Silriditi . , h r . s. "r7i‘j . i e a-. ' ' :; Ai . .." ''..--%1 i v p(It -z , i / i - ••. \ • N , r . - . .t4 - 1-'' . 4,- lir . . _, ..... • , . __ _.•_ , _4.. ,..)-1 3 I, • -,•I , .-, ... . 1 ir - . 1 � ••'4 i ; 1111 jo,....„„\. 4. „.. ,,, ..00 -. ..! #01 it..-,... 1 -. Ilik\ ik • r s. / \* :1.41°''Ir it • ,,ik-.7.,„ff •-• \ A i ‘‘. . 1 4C- • , • 4 _def , .11It ' iiik • -4..,4'''''..;1,;=2 - - :it' ',W.. r • . . - • / „•4tr„ ' plc ' f.. f = _ :-,` .- , •' , Page 1138 of 1576 Kimley>>>Horn January 30, 2020 Josiel Ferrer-Diaz, P.E. Assistant Director City of Miami Beach Transportation and Mobility Department 1688 Meridian Avenue, Suite 801, Miami Beach, FL 33139 RE: Pine Tree Opinion Probable Cost(OPC) Dear Mr. Ferrer-Diaz, We are pleased to provide you with the following quotation for the action items listed below: 1. 47th Street—46th Street: Landscape the median $13,500.00 2. 46th Street—45th Street: Reduce speed signs in front of 4539 $700.00 3. 46th Street—45th Street: Expand Median $33,600.00 4. 46th Street, between Pine and Sheridan: Remove traffic lights and install a traffic-calming circle/oval. FPL transformer will need to be relocated $1,055,103.00 5. 44th Street—45th Street: Install speed limit strictly enforced signs (in front of Park) $700.00 Please see the attached backups for additional information and disclaimers. Please contact me at (305)535-7750 or leo.almonte a kimlev-horn.com should you have any questions. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. '4,/A By: 11111.M."Imonte, PE As••ciate C: Lilian Fernandez, El, Kimley-Horn kimley-horn.com 355 Alhambra Circle, Suite 1400-Coral Gables. Florida 33134 305 673 2025 'age 11 • o 157. City of Miami Beach Pine Tree Drive and 46th Street Opinion of Probable Construction Costs Jan-2020 Item Description tat Unit Unit Price Total 1 47TH STREET-48TH STREET:MEDIAN LANDSCAPING 1 LS $13,50000 $13,500 2 48TH STREET-45TH STREET:REDUCE SPEED SIGNS IN FRONT OF 453E 2 EA $350.00 $700 3 48th STREET-45th STREET:EXPAND MEDIAN 1 LS $33000.00 $33,500 46TH STREET,BETWEEN PINE AND SHERIDAN:REMOVE TRAFFIC LIGHTS AND 4 INSTALL A TRAFFIC CALMING CIRCLE/OVAL FPL TRANSFORMER WILL NEED TO BE RELOCATED t LS $1,062,780 $1.055.103 44TH STREET—45TH STREET INSTALL SPEED UMIT STRICTLY ENFORCED 5 SIGNS(IN FRONT OF PARK) 2 EA $350.00 $700 MIEN $1,103,503 Kimley.Hom and Associates,Inc.has no control over the cost of labor,materials,equipment.or services furnished by others,or over methods of determining price,or over • • Page 1140 of 1576 City of Miami Beach Pine Tree Drive and 46th Street Opinion of Probable Construction Costs • Jan-20 Estimated Item Description Quantl Unit Unit Price Total 1 ROADWAY EXCAVATION 1,450 CY $8.00 $11,600 2 AGGREGATE BASE 4,100 SY $12.00 $49,200 3 HOT MIX ASPHALT 1.400 TON $120.00 $166,000 4 MILLING EXISTING ASPHALT 2,500 SY $3.00 $7,500 5 DETECTABLE WARNING SURFACE 360 SF $29.00 $10,440 6 MEDIAN CURB 1,400 LF $24.00 $33,600 7 CURB AND GUTTER 1,080 LF $25.00 $27,000 6 MINOR CONCRETE(MOUNTABLE CURB) 480 LF $20.00 $9,200 9 MINOR CONCRETE(SIDEWALK) 540 SY $50.00 $27,000 10 MINOR CONCRETE(TRUCK APRON)-STAMPED 215 SY $145.00 $31,175 11 6"THERMOPLASTIC STRIPING-WHITE 0.30 GM $825.00 $188 12 8"THERMOPLASTIC STRIPING-WHITE 0.10 GM $712.00 $71 13 6'THERMOPLASTIC STRIPING-YELLOW 0.35 GM $630.00 $221 14 12"THERMOPLASTIC STRIPING-WHITE(YIELD LINE) 0.03 GM $900.00 $24 15 SIGNING 1 LS $15,000.00 $15,000 16 STREETLIGHT REMOVAL 2 EA $600.00 $1,200 17 OVERHEAD POLE RELOCATION 1 LF $3,200.00 $3,200 18 EXISTING SIGNAL REMOVAL 1 LS $25,000.00 $25,000 19 LANDSCAPING(900 SY) 900 SY $15.00 $13,500 n - 1-,P,: :. ,_- . . SUBTOTAL _- $433,118 DRAINAGE 1 LS 5% $21,855.89 LIGHTING 1 LS 2% $9,248.80 CLEARING AND GRUBBING • 1 LS 5% $21,656 MOBILIZATION 1 LS 10% $43,312 MAINTENANCE OF TRAFFIC 1 LS 10% $43,312 CONTINGENCY 1 LS 20% $86,624 UTILITY ADJUSTMENTS AND RELOCATIONS' 1 LS ilittil $190,000.00 -.Planning,Survey and Design - 1 LS 25% $212,231 CEI 1 LS 5% $42,447 1 - -- } $1,103,603 Kimley-Hom and Associates,Inc.has no control over the cost of labor,materials,equipment,or services furnished by others,or over methods of determining price,or over competitive bidding or market conditions. Any and all professional opinions as to costs reflected herein,including but not limited to professional opinions as to the costs of construction materials,are made on the basis of professional experience and available data. Kimley-Hom and Associates,Inc.cannot and does not guarantee or warrant that proposals,bids,or actual costs will not vary from the professional opinions of costs shown herein. Unit prices are per FDOT Item Average Unit for 12 Month Average(2019)Miami Dade County(Area 13) 'Utllltles impact nests In be detemltned in coordination with utilities agencies owners as depending on the Legal Rights this casts wiil be paid by the utility agency owners,the City of Miami Beach or a combination of both. Page 1141 of 1576 JOINT PARTICIPATION AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MIAMI-DADE COUNTY FOR GEOMETRIC IMPROVEMENTS ON PINE TREE DRIVE BETWEEN 45TH STREET AND 47TH STREET INCLUDING A NEW TRAFFIC CIRCLE ON PINE TREE DRIVE/SHERIDAN AVENUE AND 46TH STREET This AGREEMENT made and entered into this day of , 2020, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the STATE OF FLORIDA, hereinafter referred to as the "City", and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA, hereinafter referred to as the"County". WITNESSETH WHEREAS, both parties herein wish to facilitate the construction of a road improvement project in MIAMI-DADE COUNTY, hereinafter referred to as the "Project" described as follows: The construction of roadway geometric along Pine Tree Drive from 45th Street to 47th Street including a new roundabout at Pine Tree Drive and 46th Street; and WHEREAS, the City wishes to utilize the resources of the County 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: 1. RgSPONSIBILITIES OF CITY: 1.1. Financial Provisions - Construction: The Project's construction cost (Project Cost) is currently estimated to cost$1,103,603.00 (this amount includes a 30% contingency, preliminary engineering, and construction engineering inspection). Subject to the provisions of Section 2.4 of this Agreement, the County agrees that it sl EXHIBIT Page 1t1 a of 1576 8 ♦� will, no later than twenty-one(21) calendar days after the County's execution of this Agreement, disburse to the City funding, in the amount of $500,000.00 (County's Contribution), for payment of the County's share of the estimated design and construction costs of the Project. The City may utilize the County's Contribution for payment of the Project design and construction costs. The County shall incur no liability for any costs in excess of the amount of the County's Contribution amount unless there has been a duly authorized increase approved by the Board of County Commissioners. The City shall not be obligated to commence work if the County's share of the construction cost is determined to be in excess of the amount of the County's Contribution. If the bid amount exceeds the current estimated cost of the Project, the City reserves the right to reject all bids and rebid. The City intends to have its final and complete accounting of all costs incurred in connection with the portion of the work paid from the County's Contribution, within one hundred eighty (180) calendar days from the final payment of construction costs for the Project (Final Payment). All construction cost records and accounts shall be subject to audit by a representative of the County for a period of three(3) years after . final close out of the construction. The County will be notified of Final Payment. Both parties agree that in the event final accounting of the total construction costs for the Project is less than the total deposit to date, a refund of the excess will be made by the City to the County. If the final accounting is not performed within one hundred eighty(180) calendar days, the City is not relieved from its obligation to pay. 1.2. Proiect Cost Adlustment: 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 options of 2 Page 1154 of 1576 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 the County's Contribution, required as stated in Section 1.2, amendments may be executed by the City Manager and the County Mayor or County Mayor's designee without the need for approval by the City Commission and County Commission. Otherwise, further funding commitments shall be subject to the approvals of the parties' respective governing boards. 1.3. Maintenance: The County shall be solely responsible for maintenance of the Project upon completion of construction. 2. RESPONSIBILITIES OF CITY: 2.1.Public Information and Involvement: The City will implement a Public Involvement Plan (PIP) during the 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 Projectstakeholders will be used to develop the goals and objectives to implement the PIP. 2.2.Publicity: By the acceptance of these funds, the City agrees that the activities funded by this Agreement shall recognize and adequately reference the County as a funding source. 2.3. Accounting: The City shall at all times maintain separate accounting for the costs of the Project so those costs may be independently verified and audited by the County, at the request and cost of the County. The City agrees to permit the County auditors to inspect the books, records and accounts of the Project for three 3 Page 1155 of 1576 (3) years after completion of the Project. These records shall be made available to the County for inspection within five(5)business days upon written receipt of a written request from the County. 2.4.Construction: The City shall procure the services of a licensed contractor holding and engineering contractor's license to perform the work required for the Project. The City may award the contract through any available lawful means which, in the City's discretion, affords the most competitive price for the Project and which may include, but is not limited to, job order contract, bid solicitation, request for proposals, the award of a change order on existing City contract(s), or the extension of unit- prices provided in connection with prior competitive bid awards. Notwithstanding any provision to the contrary, the City shall comply with all applicable City contract compliance and oversight measures. 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 City and the County as joint obligees or joint contracting public entities. The construction contract shall contain a contingency amount to address unforeseen conditions and other required changes which shall not exceed ten percent (10%) of the base amount of the contract. The County agrees that the selection, retention and discharge of such contractor shall be the responsibility of the City. 2.5. Claims and Change Orders: The City shall notify the County's Department of Transportation and Public Works Department Director or designee in writing when claims or change orders arise. The City shall also invite the County 4 Page 1156 of 1576 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 County within ten (10) calendar days. 2.6.Construction Administration and Inspection: The City shall exercise all responsibilities of the owner under the construction contract, including construction administration and inspections. The City may delegate this function to an authorized agent or Construction Engineering inspection (CEI) consultant. The County's inspector or a consultant of the County shall have an oversight role in the routine daily inspections for the Project. In the case of a disagreement over the interpretation of the plans, the City's Public Works Director, or their designee, shall have final authority. The County's designated representative and the City's designated representative shall jointly perform the Inspection of the Project which immediately precedes substantial completion. 2.7. Coordination with Miami-Dade County Public Sctogls; Due to potential safety, operational and bus transportation impacts, the City shall coordinate with Miami-Dade Public Schools staff to implement maintenance of traffic measures. 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 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. 4. PROJECT SIGNAGE: The City shall furnish and install a Project sign in each direction of traffic indicating that this project is being funded in coordination with the • 5 Page 1157 of 1576 County, 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 oras directed by the Project engineer. 5. INQIMMNIFICATION: To the extent authorized by Florida law, the City hereby agrees to indemnify, defend, save and hold harmless the County to the extent of all the limitations included with Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of this Agreement by the City, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the County for its sole negligence or breach of contract. To the extent authorized by Florida law, the County hereby agrees to indemnify, defend, save and hold harmless the City to the extent of all the limitations included in Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the breach of this Agreement by the County, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the City for its sole negligence or breach of contract. • In the event of breach or non-performance by the persons selected by the City to perform the work, the City shall, upon written request by the County, assign to the County any and all of its rights under the affected contract for purposes of the County's prosecution of claims, actions or causes of action resulting from such breach or non- performance unless the City pursues such claims, actions or causes of action through arbitration, administrative proceeding or lawsuit.The City agrees to cooperate fully with 6 Page 1158 of 1576 the County in the prosecution of any such claim or action. Any damage recovered by the County which is attributable to an expenditure by the City shall be returned to the City by the County, within sixty (60) business days of receipt. 6. 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. 7. 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 in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms contained herein shall be effective unless set forth in writing in accordance with this section. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the parties. 8. 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 7 Page 1159 of 1576 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. 9. SEVERANCE: In the event a portion of this Agreement is found to be invalid by a court of competent jurisdiction, the remaining provisions shall continue to be effective unless the City or County elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) business days after the finding by the court becomes final. 10.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: Alice N. Bravo,P.E. Director, Department of Transportation and Public Works Miami-Dade County 701 NW 1 Court, Suite 1700 Miami, Florida 33136 (786) 469-5406 To the City: Attention: José R. Gonzalez, P.E. Director, Transportation and Mobility Department City of Miami Beach 1688 Meridian Avenue, Suite 801 Miami Beach, FL 33139 8 Page 1160 of 1576 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 BOARD OF HARVEY RUVIN COUNTY COMMISSIONERS CLERK OF THE BOARD BY: BY: Deputy Clerk County Mayor or County Mayor's Designee Approved by County Attorney as to form and legal sufficiency County Attorney ATTEST: CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida BY: BY: City Clerk Mayor (Affix City Seal) Approved by City Attorney As to legal form and correctness City Attorney 9 Page 1161 of 1576