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JPA Agreement Attachment ' 24'0 Atta c AI7 1: wry Q7 • • Contract Number: OY4' CSFA Number: 55.023 • JOINT PARTICIPATION AGREEMENT BETWEEN STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION ,. AND THE CITY OF MIAMI BEACH D THIS AGREEMENT is made and entered into this 3 day of c he-r 20 0 , between the State of Florida Department of Transportation, a component agency of the 7 , . State of Florida, rid , hereinafter referred to as the `DEPARTMENT', and the City of Miami Beach, a municipal corporation of the State of Florida, hereinafter referred to as the `CITY'. p � RECITALS: WHEREAS, the jurisdiction D EPARTMENT has over and maintains the State Road (SR) Al A corridor (Indian Creek Drive) in the City of Miami Beach; and WHEREAS, the DEPARTMENT has drafted design plans for the construction of roadway improvements on SR A 1 A southbound . from 41 Street to 26 Street, hereinafter referred to as the `PROJECT', the individual elements of which are outlined in the attached Exhibit "A ", 'Scope of Services', which is herein incorporated by reference; and p WHEREAS, the programmed DEPARTMENT has ro ammed funding for the PROJECT under Financial Project Numbers 414641-1-58-01 and 414641- 1- 68 -01, and has agreed to reimburs the CITY for eligible PROJECT costs up to a maximum limiting amount, as outlined in th attached Exhibit `B ", `Financial Summary', which is herein incorporated by reference and WHEREAS, agreed supervise REAS t he CITY has a eed to ervise and inspect all aspects of PROJEC p construction and administration; and - WHEREAS, t he parties, hereto mutually recognize the need for entering into V�VHE y Agreement designating and setting forth the responsibilities of each party; and � � g WHEREAS , the p arties are authorized to enter into this Agreement pursuant to Sectio 339.08(e) and 339.12, Florida Statutes; NOW, THEREFORE, in consideration of the premises, the mutual covenants and othe valuable considerations contained herein, the receipt and sufficiency of which are hereb acknowledged, the parties agree as follows: Page 1 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641 - 148 -01, and 414641- 1 -68 -01 • r • • 1 I 1. INCORPORATION OF RECITALS The foregoing recitals are true and correct an d are incorporated into the body of this Agreement, as if fully set forth herein. 2. GENERAL REQUIREMENTS a. The CITY shall submit this Agreement to its City Commission for ratification or approval by resolution. A copy of said resolution is attached hereto ash pp y py Exhibit "C ", `Resolution', and is herein incorporated by reference. b. The CITY shall obtain all necessary permits from the DEPARTMENT, an other concerned agencies, as needed, prior to commencing PROJEC construction on DEPARTMENT right -of -way. c. The CITY shall advertise for bid, let the consultant and construction contracts administer, supervise and inspect all aspects of PROJECT construction unti completion, and, as further defined in Exhibit "A ", `Scope of Services'. The CITY shall complete the PROJECT on or before June 30, 2010. All aspects of PROJECT construction and administration are subject to DEPARTMENT standards and specifications and must be in compliance with all governin laws and ordinances. d. The CITY shall not execute any contract or obligate itself in any manne requiring the disbursement of DEPARTMENT funds, including consulting or, construction contracts or amendments thereto, any party with an third art with, respect to the PROJECT without the prior written approval of the DEPARTMENT. The DEPARTMENT specifically reserves the right to p y review ualifications of any consultant or contractor and to approve o' q y pp disapprove CITY employment of same. e. The DEPARTMENT shall reimburse the CITY for eligible PROJECT costs defined in Exhibit "B ", `Financial Summary', and in 'accordance with th financial provisions in Section 3 of this Agreement. 3. FINANCIAL PROVISIONS a. Eligible PROJECT costs may not exceed ONE MILLION FIVE HUNDRED ONE THOUSAND DOLLARS ($1,501,000.00), as outlined in Exhibit "B" `Financial Summary'. If additional funding is required, contingent upo DEPARTMENT approval, a supplemental agreement between th DEPARTMENT and the CITY authorizing the additional funding shall b executed prior to such costs being incurred. Page 2 of 13 Joint Participation Agreement between the Florida Department of Tlransportation and the City of Miami Beach, Financial Protect Numbers # 414641-1-58-01, and 414641- 1 -68 -01 • • • • 1 • - • • b. The DEPARTMENT agrees to pay NT a a the CITY for the herein described services at a compensation as detailed in this Agreement. p payments after recei t and approval of goods and services c. Payment shall be made only pp g unless advance a ents are authorized by the Department's Comptroller under Section 334.044(29), Florida Statutes, or by the Department of Financial Services under Section 215.422(14), Florida Statutes. d. Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. e. Travel costs will not be reimbursed. f. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the DEPARTMENT at all times during the period of this Agreement and for five years after final g payment . ent is made. Copies of these documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred include the CITY'S g eneral accounting records and the project records, together with supporting documents and records, of the contractor and all subcontractors performing work on the project, and all other records of the contractor and P g subcontractors considered necessary by the DEPARTMENT for a proper audit of costs. g. In the event this contract is for services in excess of $25,000.00 and a term for a period of more than 1 year, the provisions of Section 339.135(6)(a), Florid Statutes, are hereby incorporated: The DEPARTMENT, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of th e amounts budgeted as available for fiscal year. Any contract, verbal or written, made ii expenditure during such fisc y y � ! violation of this subsection is null and void, and no money may be paid o such contract. The DEPARTMENT shall require a statement from th Comptroller of the DEPARTMENT that such funds are available prior t entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods so made shall be executory only the exceeding 1 year, but any contract ry y for be rendered or agreed to be paid for in succeedin i value of the services to gr p S • fiscal p ears; and this paragraph shall be incorporated verbatim in all contract' y of the DEPARTMENT which are for an amount in excess of TWENTY FIV THOUSAND DOLLARS ($25,000.00) and which have a term for a period of more than 1 year. h. The DEPARTMENT's obligation to pay is contingent upon an annu appropriation by the Florida Legislature. Page 3of13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641- 1- 58 -01, and 414641- 1 -68 -01 h ` 1 1 • 1 • • 1 ' • 4. ; INDEMNIFICATION by Section 768.28 To the extent permitted y , Florida Statutes, the parties agree to indemnify each other for liability due to any act or omission, neglect or r fy wrongdoing doin of a party of its officers, agents or employees. Further, the g g p Y or any parties agree to defend each other against any and all such claims or demands which may be claimed and have arisen as a result of or in connection with the p participation parties' p articl ation in this Agreement. Nothing contained herein • shall be construed to contradict the provisions of Section 768.28, Florida Statutes, nor shall this Section be construed to require either party to indemnify the other for the negligent acts of the other. 5. GOVERNING LAW . This Agreement nt shall be governed and construed in accordance with the laws of the State of Florida. 6. AMENDMENT This Agreement be amended b mutual agreement of the DEPARTMENT gr may Y and the CITY expressed in writing, executed and delivered by each party. 7. INVALIDITY part of this Agreement shall be determined to be invalid or unenforceable, If any p gr able, ' the remainder of this Agreement shall not be affected thereby, if such remainder continues to conform to the terms and requirements of applicable law. 8. COMMUNICATIONS a. All notices, requests, demands, consents, approvals and other communications which are required to be served or given hereunder, shall be in writing and r registered or certified U.S. mail, return recei i hand delivered or sent by eithe gl � p requested, postage prepaid, addressed to the party to receive such notices as follows: To DEPARTMENT: Florida Department of Transportation 1000 Northwest 111 Avenue, Room 6137 Miami, Florida 33172-5800 • Attn: Kenneth Robertson, JPA Coordinator Ph: (305) 470 -5452; Fax: (305) 470 -5552 Page 4 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641- 1- 58 -01, and 414641 -148-01 } To CITY:. City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Fernando Vazquez, City Engineer Ph: (305) 673 -7080; Fax (305) 673 -7028 b. Either party may, by notice given as aforesaid, change its address for all compliance subsequent notices. Notices given in liance with this section shall be q � p deemed given when placed in the mail. 9. EXPIRATION OF AGREEMENT The CITY agrees to complete the PROJECT on or before June . 3 0 2010. If the CITY does not complete the PROJECT within this time period, this Agreement will expire' unless an extension of the time period is requested by the CITY and granted in writing by the DEPARTMENT's District Six Secretary or Designee. Expiration of this Agreement will be considered termination of the PROJECT. 10. FINAL INVOICE The CITY must submit the final invoice on this PROJECT to the DEPARTMENT within 120 days after the expiration of this Agreement. Invoices submitted after y P � October 28, 2010, will not be paid. 11. AUDITS State of Florida Single Audit Act requirements as outlined in the attached i g q c ed Exhib t "D ", `Audit Reports', are incorporated herein by reference. � Y 12. ENTIRE AGREEMENT This Joint r Participation Agreement is the entire P Agreement between the parties hereto, and it may be modified or amended only by mutual consent of the parties in writing. -- REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -- f ti } } Page 5 of 13 Joint Participation Agreement between the Florida Department of Transportation and the C'i't of Miami Beach, 1 Financial Project Numbers # 414641- 1- 58 -01, and 414641- 1 -68 -01 s f . • \ IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the day and Y ear above written. CITY 0 ► �!' A , : EACH STATE OF FLORIDA, DEPARTMENT - OF TRANSPORTATION: BY: A . / BY: _/(;4 ,e, ) rf . DERMER, MAYOR � ISTRICT SECRETARY 4 ATTEST: ATTEST: o i (SEAL) CITY CLERK (SEAL) EXE UTIVE SE ARY ROBERT PARCHER LEGAL REVIEW: a.AJ,A .a,_ 111 r0, CITY ATTO DISTRICT GENERAL CO ! SEL 0 APPROVED AS TO FORM & LANGUAGE FO - CUTION AP ..,.4 i ,1 I Page 6 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641 -1- 58-01, and 414641-1-6841 i . , EXHIBIT "A" SCOPE OF SERVICES To construct roadway improvements in accordance with and as detailed in the attached PROJECT plans along the SR A 1 A southbound corridor within the below - identified PROJECT Limits. The DEPARTMENT will provide the CITY with the signed and sealed construction plans. The CITY will let, supervise and inspect all aspects of PROJECT construction and p P administration. CT Limits: SR Al A/Indian Creek Drive southbound, from 41 Street to 26 Street PROJECT , FDOT Financial Project Numbers: 414641-1-58-01 and 414641- 1 -68 -01 County: Miami -Dade FDOT Project Manager: Ana Arvelo, P.E. CITY Project Manager: Fernando Vazquez, P.E. PLANS AND SPECIFICATIONS The CITY agrees to construct the PROJECT using a competitively -bid contractor in accordance with the signed and sealed plans and specifications, attached hereto and incorporated herein by reference. Please see attached plans prepared by: • Corradino Group • Dated: { Page 7 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641- 1- 58 -01, and 414641 -1 -68-01 • EXHIBIT "B" FINANCIAL SUMMARY Estimated PROJECT costs for reimbursement are below - listed, separated by phase of work: Financial Project Number 414641-1-58-01 PROJECT Construction: $1,365,000.00 Financial Project Number 414641- 1 -68 -01 PROJECT Construction Engineering and Inspection (CEI) services: + $136,000.00 Total PROJECT Cost Estimate: $1,501,000.00 Page 8of13 , Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers #414641-1-58-01, and 414641- 1 -68 -01 EXHIBIT "C" RESOLUTION To be herein incorporated once approved by the CITY Conunission. Page 9 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641- 1- 58 -01, and 414641- 148-01 • • EXHIBIT "D" AUDIT REPORTS The administration of resources awarded by the Department to the CITY OF MIAMI BEACH may be subject to audits and/or monitoring by the Department, as described in this section. For further guidance, see the Executive Office of the Governor website, which can be found at: www.fssa.state.fl.us . MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A -133 and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by Department staff, limited scope audits as defined by OMB Circular A -133, as revised, and/or other procedures. By entering into this agreement, the recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department staff to the CITY OF MIAMI BEACH regarding such audit. The CITY OF MIAMI BEACH further agrees to ; comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer (CFO) or Auditor General. AUDITS PART I: FEDERALLY FUNDED Recipients of federal funds (i.e. state, local government, or non -profit organizations as defined in OMB Circular A- 133, as revised) are to have audits done annually using the following criteria: 1. In the event that the recipient expends $300,000 ($500,000 for fiscal years ending after December 31, 2003) or more in Federal awards in its fiscal year, the recipient must have a single or program - specific audit conducted in accordance with the provisions of OMB Circular A -133, as revised. EXHIBIT 1 to this agreement indicates Federal resources awarded through the Department by this agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A -133, as revised. An audit of the recipient conducted by the Auditor General in accordance with the provisions OMB Circular A- 133, as revised, will meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A -133, as revised. 3. If the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31, 2003) in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A- 133, as revised, is not required. In the event that the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31, 2003) in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A -133, as revised, the cost of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be paid from recipient resources obtained from other than Federal entities). 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, and name of the awarding federal agency. Page 10 of 13 Joint Participation Agreement between the Florida Department of 7lransportation and the City of Miami Beach, Financial Project Numbers # 414641 -1- 58-01, and 414641- 1 -68 -01 • t • • • PART II: STATE FUNDED Recipients of state funds (i.e. a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes) are to have audits done annually using the following criteria: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $300,000 ($500,000 for fiscal years ending on September 30, 2004, and thereafter) in any fiscal year of such recipient, the recipient must have a State single or project - specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Executive Office of the Governor and the CFO; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General. EXHIBIT 1 to this agreement indicates state financial assistance awarded through the Department by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass - through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $300,000 in state financial assistance in its fiscal year ($500,000 for fiscal years ending on September 30, 2004, and thereafter), an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the recipient expends less than $300,000 ($500,000) in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the nonstate entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). 4. State awards are to be identified using the Catalog of State Financial Assistance (CSFA) title and number, award number and year, and name of the state agency awarding it. PART III: OTHER AUDIT REQUIREMENTS The recipient shall follow up and take corrective action on audit findings. Preparation of a summary schedule of prior year audit fmdings, including corrective action and current status of the audit findings is required. Current year audit findings require corrective action and status of findings. Records related to unresolved audit fmdings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the FDOT, the Comptroller, and the Auditor General. This section does not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official. Page 11 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers # 414641- 1- 58 -01, and 414641 -1 -68-01 PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A433, as revised, and required by PART I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A 133, as revised, by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 B. The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised, should be submitted to the Federal Audit Clearinghouse), at the following address: • Federal Audit Clearinghouse Bureau of the Census 1201 East 10t` Street Jeffersonville, IN 47132 C. Other Federal agencies and pass - through entities in accordance with Sections .320 (e) and (f), OMB Circular A -133, as revised. 2. In the event that a copy of the reporting package for an audit required by PART I of this agreement and conducted in accordance with OMB Circular A -133, as revised, is not required to be submitted to the Department for reasons pursuant to section .320 (eX2), OMB Circular A -133, as revised, the recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipient's audited schedule of expenditures of Federal awards directly to each of the following: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 In addition, pursuant to Section .320 (f), OMB Circular A -133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c), OMB Circular A433, as revised, and any management letters issued by the auditor, to the Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 3. Copies of financial reporting packages required by PART II of this agreement shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 B. The Auditor General's Office at the following address: Page 12 of 13 Joint Participation Agreement between the Florida Department of T3ransportation and the City of Miami Beach, Financial Project Numbers #414641-1-58-01, and 414641 -1 -68-01 • • p • • • Auditor General's Office Room 401, Pepper Building • 111 West Madison Street Tallahassee, Florida 32399 -1450 4. Copies of reports or the management letter required by PART III of this agreement shall be submitted by or on P � behalf of the recipient directly to: A. The Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 5. Any reports, management letter, or other information required to be submitted to the Department pursuant to p this agreement shall be submitted timely in accordance with OMB Circular A -133, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A -133 or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package. PART V: RECORD RETENTION 1. The recipient shall retain sufficient records demonstrating its compliance with the terms oft this agreement for a period of at least five years from the date the audit report is issued, and shall allow the Department, or its designee, the state CFO or Auditor General access to such records upon request. The recipient shall ensure that the independent audit working papers are made available to the Department, or its designee, the state CFO, or Auditor General upon request for a period of at least five years from the date the audit report is issued, unless extended in writing by the Department • Page 13 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach, Financial Project Numbers #414641-1-58-01, and 414641 -1 -68-01 m‘7 Florida Departinent of Transpor District Contracts and Procurement • CHARLIE CRIST 1000 Northwest 111 Avenue, Room 6203 STEPHANIE C. KOPELOUSOS GOVERNOR Miami, FL 33172 SECRETARY Where e request for service is an opportunity t� serve yowl • November 6, 2007 Mr. Femando Vazquez City of Miami Beach, Transportation Division 1700 Convention Center Drive Miami Beach, Florida 33139 Re: Project # 414641- 1 -08-01: SR A1A Roadway Improvements; JPA Execution Notice Dear Mr. Vazquez Enclosed for the City of Miami Beach's (City's) records is one (1) original Joint Participation Agreement (JPA) for the referenced project This JPA was executed by the Florida Department of Transportation (Department) on Wednesday, October 31, 2007. Another original JPA was mailed by separate cover to the City's Clerk's Office, Attn: Ms. Kerry Hernandez. Thank you on behalf of the Department for your assistance in expediting the execution of this JPA. If you have any questions or concerns, please feel free to contact me at (305) 470 -5404. • Sincerely, Kenneth Robertson District Contracts and Procurement Manager encl: One (1) original executed JPA Agreement cc: Ana Arvelo, P.E., FDOT Project Manager, File www.dot, state.fl.us - 2, Attachment B i Florida .Department of Yransportation CHARLIE CRIST 1000 NW 111 Avenue S'TEPHMIE C. KOPELOUSOS s ECYtETARY GOVERNOR Miami, FL 33172 AMENDMENT TO JOINT'PARTICIPATION AGREEMENT Extension to Contract .Term Amendment No. '3 Project Description: Roadwa Itn rovements on S.R. AlA/Iudian Creek"Dr, southbound from 418' Street to 26�'r Participant: City of Miami Beach Contract No.: AOY48 Project Nos.: 414641- 1 -58 -01 & 414641- 1 -68 -01 Contract Execution D te: October 31, 2007 Current Contract Term: 7anuary 31, 2011 i Amendment Date: S r day of 3� d s 201 f The term of the original agreement, referenced above, is hereby amended as follows: . Section 2(a) and 9 of the .Agreement are amended to extend the contract term to June 30, 2011 � f Section 10 of the Agreement is amended to extend final invoice submittal date to, October 28, 2011 . T1 The 27S The CITY Commission has adopted Resolution No. ____ on 3 w4 a t 1 _, .201, to approve the extension to contract term. , Except as hereby modified, amended, or changed, all of the terms and conditions of said original agreement and any amendments thereto will remain In force and effect. STATE OF FLORIDA ``° G � DEPARTMENT OF TRANSPORTATION CITY OF.MlAMFBEAGH Name�,of{Participant "r s y , t. f$• '',,� +r .✓ � a i � vim. BY y .. 4 3 r i'' Sri Y. 1 f }NJ lip 'i t Authorized Signature dHerrera Bov�er .,, M.at, � . - 1 j ,� t ry -w��� Mayor , • � '• " - ' y - : . _ Gus Pego , 7 — (Print 1 Type) 77 ATTEST Title: District Secretary i APPROVED AS TO , (" cc: Ana J t&` N 6 iQ9A'g9 & '0 EXECUTI6N www.dot.state,fl -us ttorney A Date 42-3 _ _ krfetmviet4 . - • • SETTLEMENT AGREEMENT AND LIMITED RELEASE • • This Settlement eement and Limited Release ("Agreement") is �' made and entered into , the 19th day of August 2010, .by and between HORIZON CONTRACTORS, INC., a - Florida - corporation (hereinafter, "Horizoif'), and the CITY OF MIAMI REACH, FLORIDA, a • municipal corporation (hereinafter, the "City "). Horizon and City . may also be referred to individually as a "Party," and collectively as the "Parties." . WHEREAS Horizon and the City .are parties to a construction contract, .dated May • 28, 2009 (the "Contract "), for Construction Services for Water Mans Sanitary Sewer Mains • and Milling and Resurfacing Improvements Along Indian Creek Drive Between 26 and 42 . . . • Streets, Miami Beach, Florida, entered into pursuant to Invitation to Bid No. 28 -47/08 (hereinafter, the "Project "); . WIIEREAS, the Parties have asserted claims .a ainst .each other as it relates to issue § • - affecting the timeliness of construction of the Project; - WHEREAS, the City requires that ,additional construction services be p erformed for a • • • - • • fully functional Project, but the Parties disagree as to who should bear the ultimate - financial . . =responsibility for such costs; • . _ • . . - . - WHEREAS, the Parties desire to settle -all claims and disputes; past, present or future - - • - relating to delays in the construction of the Project, as more fully set forth herein, regardless of responsibility, for such delays; WHEREAS, the. Parties desire to preserve all other pending claims (if any) against each • other, as more fully set forth herein; and • . NOW THEREFORE, in consideration for the exchange of promises contained herein, - _ - g p � the pares agree as follows. • • 1 • 1. Recitals. The above recitals are true and correcland are incorporated herein. • 2. The City has directed Horizon to perform additional construction services by transferring services from an existing sic -inch (6 ") diameter water main to a new twelve -inch • (1.2 ") diameter water mai n (the "Additional Work"). • . • • 3. 'The Parties agree that the issue as to the Party financially responsible for the - Additional Work remains unresolved and at issue. • • • • 4 Nonetheless, the Parties agree -that Horizon, will perforrn. the Additional Work • • requested by the City and will seek reimbursement from the City through mediation, - and, if • necessary, litigation as required by the-Contract. The City disagrees that it is responsible for the • • . need for or cost of the. Additional Work, 5. - Nonetheless, the Parties .agree that the City Is of the opinion that the loss of use of its existing six -inch (6 ") diameter water main has a monetary value and will seek reimbursement from Horizon through mediation and, if necessary, litigation as required by the Contract. Horizon disagrees that it is responsible for the :loss of use of the existing .six -inch (6") diameter water main. 6. • Nonetheless, the - Parties agree that, despite Horizon's performance of the P _ • Additional Work, ,the responsibility for the costs related to the Additional Work and for the costs related to the adequacy and integrity of the existing six-inch 6" diameter water main, including the alleged lass of use, will be the subject of mediation .and, if necessary, litigation, as required • : y g � q by the Contract. - • - 7.. Release of Dela Darns es -- Horizon to the Crt . Horizon releases, a - uits � .,- � cq and . forever discharges the -City, including its affiliates and insurers, directors, officers, employees, agents and attorneys, together with its heirs, executors, administrators, associates, - • • • representatives, successors and assigns, from any and all past, present and future claims, -demands, obligations, damages, costs, expenses, actions ' and causes of actions, and whether for j corpensatory, punitive damages, or other damages arising from or relating to delay damages, - whether presently known or unknown., in connection with the Project. . . . 8. Release of _Dela;� Danxages = the - Cit to Horizon. The City releases, acquits and forever discharges Horizon, including its affiliates and insurers, directors, officers, employees, • agents, subcontractors, sureties, and .attorneys, together with its heirs, executors, administrators, . - associates representatives, successors and assigns, from any and . .all past, present and future • - claims, demands, obligations, damages; costs, expenses, actions and causes of actions, and whether for compensatory, punitive damages, or other damages arising from - or relating to delay damages, including but not limited to liquidated damages, whether presently known or Unknown, in • _ connection with the Project. • • 9. The City will not withhold payment or the release of retainage from horizon for . • any issues related to the integrity, abandonment or loss of use of the six-inch (6 ") diameter water • - main. • • 10. Pending- change orders are not waived by this Agreement but issues.relatea to . - - time . contained within those pending change orders are rendered moot by the teens of this • - - Agreement. Nonetheless, the Parties agree to continue in their efforts to resolve pending change orders and, to the extent a resolution - cannot be reached, such change orders will also be the subject of mediation and, if necessary, - litigation, as-required by the Contract. 11. Horizon • agrees to modify its letter dated Monday, August 2, 2010 to Aurelio • . Carmenates by removing all references to the City Engineer, re lacin with the term "City" in • tY replacing y 3 . . i - ± the revised letter. Said revised letter will be sent to the City within five (5) da s of the execution tY y of this Agreement. . 12. . It is understood and .agreed that execution of this Agreement is not an express or • . implied admission of negligence, misconduct, responsibility or liability on the part of the City or Horizon, and that the City .and Horizon expressly and specifically deny all such claims. • Such consideration is being given to reduce the expense, uncertainties and hazards of . •Iitigatian mitigate . daznages to each of the Parties and ensure a tiineiy and orderly completion of, , • . the Project 13. • The Parties agree to cooperate fully and execute any and all supplementary • documents and to take all .additional actions which may be reasonably necessary • y y ary ox appropriate . • to give full force and effect t� the basis and intent ofthis Agreement. • _ 14. This Agreement contains the entire agreement between the Parties on the • . issues addressed .herein. This Agreement replaces any prior or contemporaneous .. � written or .oral representation .or understanding about the terns of this Agreement. This - Agreement - may. not be changed -except in writing signed by the Parties or their respective • . attorneys.. This Agreement shall be 'binding on and shall .inure to the benefit of the respective . • - - successors and assigns, if an T, of _each •party. - • - - . - - - - 15. The Parties agree and acknowledge that this Agreement is solely .limited to settle any and all claims or disputes relating to delays on the Project, whether resentl known or- p Y unknown. Notwithstanding anything covered in this Agreement, neither party waives any of its . .rights to allege any default, - dispute, or claim against the other•under the . Contract. 16. This Agreement is being consummated in the State of Florida, and the - • . performance by the Parties hereto is in the State of Florida. This Agreement shall be overned g - 4 . i • by and construed in accordance with the laws of the State of Florida, The venue for any legal proceeding of any nature brought by •either party against the other to enforce any right or obhgatxon • under this Agreement, or arising out of any utter pertaining to this Agreement, shall be in Miami -Dade County, Flo •ida. 17. The Parties warrant to each other that they have read this Agreement and that • they understand that this Agreement and that each have been represented by counsel before signing , this Agreement. • • , • • • . [REMAINDER OF ]AGE LEFT INTENTIONALLY BLANK] • { • • • • 5 • INT WITNESS WHEREOF, the Parties have set their hands and seals on the day and date first written above. . . - • HORIZON CONTRACTORS, INC ttest A/ - • Aar 4‘ • + Cre ; KAWNYREI 9 H... . 9 Print Name Print Name • • i STATE OF FLORIDA COUNTY OF MIA.MIDADE ell oin instrument was aelcnowled d before me this f • The fore � � � day of . (ks/e (,2o1O,by per ( .. SAvi 4121—as ri' 1 of Horizon • Contractors, Inc., who is personally known to me or who has p roduced ._. - - r--� -- (type of identification). • Name: Ai f- ir 141,1.1 (PrrntNanie) =at 1'3i' o Notary Public - State of Florida My Commission Exp _ • sDALIA A. DOE W - op,pop �" car Notary Public - State al Florida __. lSlly Comm. Expires Jul 14, 2013 I 9 �. Commission # DD 886546 '4/°,r: Bonded Through National Notary - Assn. • • • • • • • • 6 • . r , • I t Attest: CITY OF MIAMI BEACH, FLORIDA - . • 1 t . Ci ty Clerk I :. • Lir 4111Pr'' . b)830_1 Phite.A&K, - e (p., _.id -- - _ . Print Name • • Print N, e - • • • STATE OF FLORIDA - • COUNTY OF -DADB . The foregoing instient was acknowledged before me this 2 day of um- , 2010 by ;s:9e qarrat as 0 1 A ~ of the. City of Miami Beach,•who is esonall known to one or who has • od i. ced - , ( typeidntitcatjon) . ., , ; • • 1 Name: ., ALL . 1 1 i..4 k� '' t •- f', fr • • in t arn' •` gti� Ex �' "� : . • . i • Ail 14` S. Notary Public - Mate of F1oIda; w" My Commission Expires: 4 • . _ � R ���� aa�'� . S V! - . - 11111IMMIP • • • , •, ••• - . , _di-, r . . • ity I at • I doherebycerfifythattheabove the . and foregoing is a true and correct • copy of the original thereof . „-. • • . ' on file in this office. -,..-41,fittii.i - NESS my hand and : -. , of s � IY . • . $' ” 0 - - � day of I�.�A � �:. • _ - - . - of t le City of 4 ami Be Florida .:_:. _ BY i _. • y AD ___ 1 DEP' 1Y