Loading...
C7P-Execute JPA And Other Agmts Alton Road Project From 5th Street To Michigan ACOMMISSION ITEM SUMMARY Condensed Title: A Resolution Of The Mayor And City Commission Of The City Of Miami Beach, Florida, Approving And Authorizing The Mayor And City Clerk To Execute A Joint Participation Agreement, A Utility Work By Highway Contractor Agreement, Utility Work By A Contractor Memorandum Of Agreement, And A Stormwater Pump Stations And Pollution Control Structures Maintenance Memorandum Of Agreement, With The Florida Department Of Transportation, For The Construction Of Drainage Improvements Along 101 h Street, For Watermain Improvements Along Alton Road, And For Maintenance Of Pump Station And Pollution Control Structures, As Part Of The State Road 907/Aiton Road Project From 51h StreetTo Michigan Avenue. orted: Supporting Data -2009 Community Survey: N/A Issue: Shall the Mayor and City Commission Approve the Resolution? Item Summary/Recommendation: The Florida Department of Transportation (FOOT) is planning to construct improvements on Alton Road/State Road (SR) 907 from 51 h Street to Michigan Avenue (Project). Construction is scheduled to begin in April 2013 and be completed in July 2015. The Project will include roadway, sidewalk, curb and gutter reconstruction, significant drainage improvements, including construction of three (3) stormwater pump stations, decorative roadway and pedestrian lighting, landscaping, irrigation, and bonded aggregate improvements. In order for FOOT to include the construction of the necessary stormwater drainage and watermain improvements as part of the Project, the execution of the below agreements is required. The execution of a Joint Participation Agreement (JPA) with FOOT will allow the City to construct the proposed FOOT drainage elements along 1 01h Street (at FOOT's cost) as part of the City's 1 01h Street project, thus ensuring that the City's 1 01h Street improvements are not adversely impacted by the subsequent Alton Road project. The execution of the Utility Work by Highway Contractor Agreement and Memorandum of Agreement are required for FOOT to construct the proposed City watermain relocations and upgrades along the corridor as part of the Alton Road Project. Pursuant to this agreement, the cost to be endured by the City is of $2,680,670.52 FOOT requires that the City enter into a Stormwater Pump Stations and Pollution Control Structures Maintenance Memorandum of Agreement (MMOA) for the maintenance of the three (3) proposed pumps stations and pollution control structures to be constructed as part of the Project. FOOT will install pump stations and pollution control structures in accordance with the design plans and the City will be responsible for the annual maintenance of these drainage features while FOOT will be responsible for the pump station structures and control panels; will pay for the construction of the pump stations; for the power (electricity) to operate the stations; for major repairs of the pump components including pumps, motors, and impellers; and for the replacement of the pumps. FOOT will also provide the City with two generators and a spare pump. THE ADMINISTRATION RECOMMENDS APPROVAL OF THE RESOLUTION Advisory Board Recommendation: N/A MIAMI BEACH 335 AGENDA ITEM -.....,--'--'--- DATE_L..J......::::.......t.......:= MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Kathie G. Brooks, Interim City Manager DATE: September 12, 2012 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A JOINT PARTICIPATION AGREEMENT, A UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT, UTILITY WORK BY A CONTRACTOR MEMORANDUM OF AGREEMENT, AND A STORMWATER PUMP STATIONS AND POLLUTION CONTROL STRUCTURES MAINTENANCE MEMORANDUM OF AGREEMENT, WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION, FOR THE CONSTRUCTION OF DRAINAGE IMPROVEMENTS ALONG 10 STREET, WATERMAIN IMPROVEMENTS ALONG ALTON ROAD, AND MAINTENANCE OF PUMP STATION AND POLLUTION CONTROL STRUCTURES, AS PART OF THE STATE ROAD 907/AL TON ROAD PROJECT FROM 5TH STREET TO MICHIGAN AVENUE. ADMINISTRATION RECOMMENDATION The Administration recommends approving the Resolution. FUNDING Funding for the Maintenance Memorandum of Agreement will be provided from the Stormwater Fund Operating budget in FY 2014/15 when it's anticipated when the pump stations will be operational. BACKGROUND The Florida Department of Transportation (FOOT) is planning construction improvements on Alton Road/State Road (SR) 907 from 5th Street to Michigan Avenue (Project). Project construction is scheduled to begin in April 2013 and be completed in July 2015. The Project will include roadway, sidewalk, and curb and gutter reconstruction, significant drainage improvements including construction of three (3) stormwater pump stations at 5th Street, 10th Street, and 14th Street, decorative lighting, landscaping, irrigation, and bonded aggregate improvements. In order for FOOT to include the construction of the necessary drainage and watermain improvements as part of the Project, the execution of various FOOT agreements is required to stipulate funding sources and responsibilities among the parties. The following additional 336 Commission Memorandum -FOOT Agreements for Alton Road from 51h Street to Michigan Avenue September 12, 2012 Page 2 of 4 agreements require City Commission approval and are further described below: a Joint Participation Agreement, a Utility Work by Highway Contractor Agreement, a Utility Work by Highway Contractor Memorandum of Agreement, and a Maintenance Memorandum of Agreement. ANALYSIS Joint Participation Agreement (JPA) for 10111 Street Drainage Improvements FOOT is proposing to construct a pump station at the intersection of Alton Road and 1 01h Street. This work will include the installation of a box culvert along 1 01h Street which will serve as the new outfall for the proposed FOOT drainage system along Alton Road. As a separate project, the City is proposing to construct a new seawall and street-end improvements at 1 01h Street west of Alton Road to enhance 1 01h Street. This City's project is scheduled to begin construction in October 2012 and end construction prior to the commencement of the FOOT project on Alton Road. In an effort to ensure coordination between the FOOT project and City project and minimize the construction impacts to residents along 1 01h Street, a JPA between FOOT and the City is being recommended for City Commission approval. The JPA with FOOT will allow the City to incorporate the proposed FOOT drainage elements along 1 01h Street (at FOOT's cost) as part of the City's 1 01h Street project, thus ensuring that the City's 1 01h Street improvements are not disturbed by the subsequent Alton Road project. FOOT will provide funding in the amount of $64,185 to the City to cover the portion of construction along 1 01h Street pertaining to the Alton Road project. Utility Work by Highway Contractor Agreement As part of the FOOT project, relocation of the City-owned water main system along Alton Road is required. Considering the age and condition of the existing City utility infrastructure, staff determined that it would be advantageous to the City to upgrade the existing water main system as part of the FOOT project. In addition, the Project will also include upgrading the water main laterals that service the side streets along the Project corridor. The Utility Work by Highway Contractor will allow FOOT to construct the proposed water main improvements as part of the Alton Road project. These improvements will have a cost to the City of $2,680,670.52 Utility Work by Highway Contractor Memorandum of Agreement This Agreement creates an escrow account established by FOOT with an advance deposit in the amount of $2,680,670.52 funded by the City for the purpose of the construction of new water main system on Alton Road Avenue from 51h Street to Michigan Avenue as part of the Project. Stormwater Pump Stations and Pollution Control Structures Maintenance Memorandum of Agreement (MMOA) One of the primary elements of the Project is the construction of three (3) new stormwater pump stations. These pump stations will take care of the flooding that occurs at various locations along the Alton Road corridor due to rainfall and/or tidal influences. These pump stations will drain FOOT right-of-way and City right-of-way. (The contributing areas of these pump stations is only 39% FOOT 337 Commission Memorandum -FOOT Agreements for Alton Road from 51h Street to Michigan Avenue September 12, 2012 Page 3 of 4 right-of-way.) FOOT had proposed sharing the entire cost of the pump stations, wherein FOOT would pay 39%, and the City would pay 61% of the cost. Through negotiations, the City agreed that it will maintain the pumps and pollution control structures. FOOT will maintain the pump station structures and control panels. FOOT will pay for the construction of the pump stations; for the power (electricity) to operate the stations; for major repairs of the pump components including pumps, motors, and impellers; and for the replacement of the pumps. FOOT will also provide the City with two generators and a spare pump. City staff conducted a cost-benefit analysis comparing paying the maintenance cost relative to paying a 61% share of the entire cost of the pump stations. The annual cost of maintenance is estimated to be $35,000. Excluding initial capital costs which will be paid by FOOT, the entire annual cost of the pump stations is estimated to be: Operating cost (Electricity) 1 Maintenance2 Major Repair3 Replacement4 Total 167 kW x 90 hours x $0.28/kW-hr $115,000 X 6 X 5% [$115,000/pump x 6 pumps I 5 years]/4 $115,000/pump x 6 pumps /20 years 1 assume 30 cfs pump station at 80% efficiency, running 90 hours/year 2 assume annual maintenance at 5% of capital cost 3 assume major repair needed every five years at ~ cost of replacement 4 assume expected life of pumps is 20 years = $ 4,200 = $34,500 = $34,500 = $57,500 $130,700 The City's 61% of the $130,700 annual operating and maintenance cost share would have been approximately $80,000. Therefore, it is to the City's financial benefit to pay for the annual maintenance of the pump stations, at an estimated cost of $35,000, in lieu of cost sharing total annual cost of operating and maintaining the pump stations. City maintenance of the pump stations is mutually beneficial to the City and FOOT. In addition to the savings, the City will have control over the operation of the pump stations and will be connected to the City's Utility Control Room at the Public Work's Yard via the Supervisory Control and Data Acquisition system. FOOT does not have the appropriate staff for this activity and typically has the municipalities, in whose jurisdiction it has installed pump stations, maintain them. FOOT requires that the City enter into a MMOA for the maintenance of the proposed pumps stations and pollution control structures. Pursuant to the MMOA, FOOT will construct the pump stations and pollution control structures in accordance with the design plans and the City will be responsible for the maintenance of said enhancements. Further, FOOT will be responsible for the cost of powering the stations and the maintenance of the control panel and pump station structures. It is anticipated that funding to support this MMOA in the estimated amount of $35,000 will be first needed in FY 2014/15. CONCLUSION The City considers Alton Road to be a primary north-south arterial and important gateway corridor, serving the mobility needs of residents and visitors. The Administration strongly believes that the proposed stormwater drainage and watermain improvements to be constructed as part of the FOOT 338 Commission Memorandum -FDOT Agreements for Alton Road from 51h Street to Michigan Avenue September 12, 2012 Page 4 of4 Alton Road Project are critical to the sustainability and quality-of-life of the City. The proposed stormwater drainage and watermain improvements along Alton Road will require execution of the above Agreements in order for FOOT to construct the improvements as part of the Project. As such, the Administration recommends approving the Resolution authorizing the aforementioned Agreements with FOOT. Attachments: A. Joint Participation Agreement (JPA) B. Utility Work by Highway Contractor Agreement C. Utility Work by Highway Contractor Memorandum of Agreement D. Stormwater Pump Stations and Pollution Control Structures Maintenance Memorandum of Agreement (MMOA) T:\AGENDA\2012\9-12-12 \FOOT Agreements for Alton Road from 51h Street to Michigan Avenue 339 STATE Attachment .;tNumber: PARTICIPATION AGREEMENT BETWEEN FLORIDA DEPARTMENT AND THE CITY OF BEACH ----- AGREEMENT is made and entered into this day of _______ _, 20 __ , between the State of Florida Department of Transportation, a component agency of the State ofFlorida, hereinafter referred to as the 'DEPARTMENT', and the City Miami Beach, a municipal corporation of the State of Florida, existing under the Laws of the State of Florida, hereinafter referred to as the 'CITY'. WHEREAS, the DEPARTMENT has jurisdiction over and maintains the State Road (S.R.) 907/Alton Road corridor in the CITY; and WHEREAS, the CITY has drafted design plans for the construction of drainage improvements on S.R. 907/Alton Road at lOth 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 WHEREAS, the DEPARTMENT has programmed funding for the PROJECT under Financial Project Number 249911-4-58-01, and has agreed to reimburse the CITY for eligible PROJECT costs up to a maximum limiting amount, as outlined in the attached Exhibit "B", 'Financial Summary', which is herein incorporated by reference; and WHEREAS, the CITY has agreed to supervise and inspect all aspects of PROJECT construction and administration; and WHEREAS, the parties hereto mutually recognize the need for entering into an Agreement designating and setting forth the responsibilities of each party; and WHEREAS, the parties are authorized to enter into this Agreement pursuant to Section 339.08(e) and 339.12, Florida Statutes (F.S.); NOW, THEREFORE, in consideration of the premises, the mutual covenants and other valuable considerations contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 340 1. INCORPORATION OF RECITALS The foregoing recitals are true and correct and are incorporated into the body of this Agreement, as if fully set forth herein. GENERAL REQUIREMENTS a. The CITY shall be responsible for assuring that the PROJECT complies with all applicable Federal, State and Local laws, rules, regulations, guidelines and standards. b. CITY shall submit this Agreement to its CITY Commission for ratification or approval by resolution. A copy of said resolution is attached hereto as Exhibit "C", 'City of Miami Resolution', and is herein incorporated by reference. c. The shall administer, supervise and inspect all aspects of PROJECT construction until completion, and, as further defined in Exhibit "A", 'Scope of Services'. The CITY shall complete the PROJECT on or before April 1, 2013. All aspects of PROJECT construction and administration are subject to DEPARTMENT standards and specifications and must be in compliance with all governing laws and ordinances. d. The CITY shall not execute any contract or obligate itself in any manner requiring the disbursement of DEPARTMENT funds, including consulting or construction contracts or amendments thereto, with any third party with respect to the PROJECT without the prior written approval of the DEPARTMENT. The DEPARTMENT specifically reserves the right to review qualifications of any consultant or contractor and to approve or disapprove CITY employment of same. e. This Agreement and any interest herein shall not be assigned, transferred or otherwise encumbered by the CITY under any circumstances without prior written consent ofthe DEPARTMENT. However, this Agreement shall run to the DEPARTMENT and its successors. f. The CITY shall have the sole responsibility for resolving claims and requests for additional work for the PROJECT. The CITY will make a reasonable commercial effort to obtain the DEPARTMENT input in its decisions. g. The DEPARTMENT shall reimburse the CITY for eligible PROJECT costs as defined in Exhibit "B", 'Financial Summary', and in accordance with the financial provisions in Section 3 of this Agreement. h. The CITY shall comply with all federal, state, and local laws and ordinances applicable with work or payment of work thereof, and will not discriminate on Participation the qfA1iami Project Number # 249911-4-58-01 341 the grounds of race, color, religion, sex, national origin, age or disability in the perfmmance of work under this Agreement. 3. FINANCIAL PROVISIONS a. Eligible PROJECT costs may not exceed SIXTY FOUR THOUSAND ONE HlJNDRED EIGHTY FIVE DOLLARS ($64,185.00), as outlined in Exhibit "B", 'Financial Summary'. If additional funding is required, contingent upon DEPARTMENT approval, a supplemental agreement between the DEPARTMENT and the CITY authorizing the additional funding shall be executed prior to such costs being incurred. b. The DEPARTMENT agrees to pay CITY for the herein described services at a compensation as detailed in this Agreement. c. The CITY shall furnish the services with which to construct the PROJECT. Said PROJECT consists of services as detailed in Exhibit "A" of this Agreement. d. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Department's Comptroller under Section 334.044(29), F.S., or by the Department of Financial Services under Section 215.422(14), F.S. e. The CITY shall provide the following quantifiable, measurable and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. Said deliverables consists of (list deliverables): i. Drainage Improvements f. Invoices shall be submitted by the CITY in detail sufficient for a proper pre- audit and post audit thereof, based on quantifiable, measureable and verifiable units of deliverables as established in Section e above and Exhibit "A". Deliverables must be received and accepted in writing by the DEPARTMENT's Project Manager prior to payments. g. Supporting documentation must establish that the deliverables were received and accepted in writing by the CITY and that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified the above Section e has been met. h. Travel costs will not be reimbursed. 1. CITY providing goods and services to the DEPARTMENT should be aware of the following time frames. Upon receipt, the DEPARTMENT has five (5) working days to inspect and approve the goods and services. The Page 3 of 11 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach Financial Project Number# 249911-4-58-01 342 DEPARTMENT has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. J. If payment is not available within forty ( 40) days, a interest penalty at a rate as established pursuant to Section 55.03(1), will due and payable, in addition to invoice amount, to the CITY. Interest penalties of less than one (1) dollar will not be enforced unless the CITY requests payment. Invoices that have to be returned to the CITY of CITY preparation errors will result in a delay in the payment. The invoice requirements do not start until a properly completed invoice is provided to the DEPARTMENT. k. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for the CITY who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at 850-413-5516 or by calling the Department of Financial Services Hotline 1- 877-693-5236. L 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 (5) years after final payment is made. Copies of these documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred include the CITY's general 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 subcontractors considered necessary by the DEPARTMENT for a proper audit of costs. m. 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), F.S., 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 the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The DEPARTMENT shall require a statement from the Comptroller of the Department that such funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this Page 4 of 11 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach Financial Project Number# 249911-4-58-01 343 paragraph shall be incorporated verbatim in all contracts of the DEPARTMENT which are for an amount in excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) and which have a term for a period of more than 1 year." n. The DEPARTMENT's obligation to pay 1s contingent upon an annual appropriation by the Florida Legislature. o. Vendors/Contractors: I. Shall utilize the U.S. Depa1iment of Homeland Security's E-Verify system to verify employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract; and 11. Shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. 4. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Florida. 5. AMENDMENT This Agreement may be amended by mutual agreement of the DEPARTMENT and the CITY expressed in writing, executed and delivered by each party. 6. INVALIDITY If any part of this Agreement shall be determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, if such remainder continues to conform to the terms and requirements of applicable law. 7. 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 hand-delivered or sent by either registered or certified U.S. mail, return receipt requested, postage prepaid, addressed to the party to receive such notices as follows: Reach 344 To Florida Department of Transportation 1000 Northwest 111 A venue, Room 6202A Miami, Florida 33172-5800 Attn: Michelle Meaux, JP A Coordinator Ph: (305) 470-5112; Fax: (305) City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Elizabeth Wheaton, Public Works Ph:305-673-7080 x6121; Fax: 305-394-4770 b. Either party may, by notice given as aforesaid, change its address for all subsequent notices. Notices given in compliance with this section shall be deemed given when placed in the mail. 8. EXPIRATION OF AGREEMENT The CITY agrees to complete the PROJECT on or before April 1, 2013. 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. 9. INVOICING The CITY will invoice the DEPARTMENT on a monthly basis for completed work. 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 July 30, 2013, will not be paid. 10. ENTIRE AGREEMENT This Joint Participation Agreement is the entire Agreement between the parties hereto, and it may be modified or amended only by mutual consent of the parties in writing. 11. INDEMNIFICATION Subject to Section 768.28, Florida Statutes, as may be amended from time to time, the CITY shall promptly indemnify, defend, save and hold harmless the DEPARTMENT, its officers, agents, representatives and employees from any and all losses, expenses, fines, fees, taxes, assessments, penalties, costs, damages, judgments, claims, demands, liabilities, attorneys fees, (including regulatory and appellate fees), and suits of any nature or kind whatsoever caused by, arising out of, or related to the CITY's exercise or attempted exercise of its responsibilities as set out in this AGREEMENT, including but Page 6 of 11 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach Financial Project Number# 249911-4-58-01 345 not limited to, any act, action, neglect or omission by the CITY, its officers, agents, employees or representatives in any way pertaining to this agreement, whether direct or indirect, except that neither the CITY nor any of its officers, agents, employees or representatives will be liable under this provision for damages arising out of injury or damages directly caused or resulting from the sole negligence of the DEPARTMENT. The CITY's obligation to indemnify, defend and pay for the defense of the DEPARTMENT, or at the DEPARTMENT's option, to participate and associate with the DEPARTMENT in the defense and trial of any claim and any related settlement negotiations, shall be triggered immediately upon the CITY's receipt of the DEPARTMENT'S notice of claim for indemnification. The notice of claim for indemnification shall be deemed received if the DEPARTMENT sends the notice in accordance with the formal notice mailing requirements set forth in Section 5 of this AGREEMENT. The DEPARTMENT'S failure to notify the CITY of a claim shall not release the CITY ofthe above duty to defend and indemnify the DEPARTMENT. The CITY shall pay all costs and fees related to this obligation and its enforcement by the DEPARTMENT. The indemnification provisions of this section shall survive termination or expiration of this AGREEMENT, but only with respect to those claims that arose from acts or circumstances which occurred prior to termination or expiration of this AGREEMENT. The CITY's evaluation of liability or its inability to evaluate liability shall not excuse the CITY's duty to defend and indemnify the DEPARTMENT under the provisions of this section. Only an adjudication or judgment, after the highest appeal is exhausted, specifically finding the Department was solely negligent shall excuse performance of this provision by the CITY. Participation /!zn:ement 346 IN the parties hereto have executed this Agreement, on the day and year above written. LEGAL REVIEW: DISTRICT CHIEF COUNSEL Page 8 of 11 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach Financial Project Number # 249911-4-58-01 347 "A" OF SERVICES The PROJECT shall consist of installing a drainage concrete box culvert outfall from the 1Oth Street seawall to 120 feet east of the seawall. The PROJECT shall include the construction of 120 feet of four ( 4) by six (6) feet concrete box culvert along lOth Street. This box culvert will serve as a new outfall for S.R. 907/Alton Road drainage system. The installation shall follow the Florida Department of Transportation Roadway Design Standard Index 292, Standard Precast Concrete Box Culverts and Section 410 and section 415-5.11 of the Florida Department of Transportation Standard Specifications for and Bridge Construction. The box culvert shall be installed at an invert elevation as approved by the Department and as shown on the plans hereon addition, PROJECT shall include dredging of a ten (1 0) foot by ten (1 0) foot portion of Biscayne Bay immediately adjacent to the seawall in front of the outfall and construction of a ten (1 0) foot by ten (1 0) foot area of rip rap immediately adjacent to seawall in front of the outfall within Biscayne Bay as shown in the attached permit sketch. This rip rap area shall be constructed at an elevation as approved by the Department and as shown in the attached permit sketch. The PROJECT shall also include the installation of a manatee grate at the outfall as shown on the plans hereon. The CITY agrees to construct the project in accordance with the plans and specifications as approved by the Department, attached hereto and incorporated herein by reference. PROJECT Limits: S.R. 907 I Alton Road at 1oth Street FDOT Financial Project Number: 249911-4-58-01 County: Miami-Dade FDOT Project Manager: Daniel Iglesias, P.E. 305-470-5266 CITY Project Manager: Elizabeth Wheaton, Environmental Management Division 305-673-7080 extension 6121 9 ofl J City Beach 348 EXHIBIT "B" FINANCIAL SUMMARY Estimated PROJECT costs and deliverables for reimbursement are below-listed: Financial Project Number 249911-4-58-01 PROJECT Construction: DESCRIPTION Backflow Preventers for Existin 6.5' X 3' Box Culvert Outfall SUBSOIL EXCAVATION CONC CLASS 2, CULVERTS (FROM 400-2-1 DISSIPATOR BOX TO WALL 530-3-3 RIP RAP, BANK AND SHORE 415-1-6 N/A 334-1 353-70 MANATEE GRATE 8'X3' HATCH, PEDESTRIAN 36"X48" SUPERPAVE ASPHALTIC CONCRETE 1 0" CONCRETE COVER SLAB REPLACEMENT DESCRIPTION 9 $405.00 AMOUNT $3,645.00 COST ... Subtotal $61,128.15 5% $3,056.40 TOTAL PROJECT COST I Page 10 of 11 Joint Participation Agreement between the Florida Department ofTransporlalion and the C!zv of Miami Beach Financial Project Number# 249911-4-58-01 349 $64,1851 RESOLUTION To be herein incorporated once approved by the CITY Commission. Joint ParticiJIGtii'mAgreement between the Financial 350 Attachment 8 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) Financial Project ID: 249911-1-56-01 ~ederal Project ID: County: Miami-Dade tate Road No.: 907 District Document No: Utility Agency/Owner (UAO): City of Miami Beach 710-010-2~ UTILITIES OGC -05/12 THIS AGREEMENT, entered into this day of , year of , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the "FOOT", and City of Miami Beach, hereinafter referred to as the "UAO"; WITNESSETH: WHEREAS, the FOOT, is constructing, reconstructing, or otherwise changing a portion of a public road or publicly owned rail corridor, said project being identified as Alton Road from 5m Streetto Michigan Avenue, State Road No.: 907, hereinafter referred to as the "Project"; and WHEREAS, the UAO owns or desires to install certain utility facilities which are located within the limits of the Project hereinafter referred to as the "Facilities" (said term shall be deemed to include utility facilities as the same may be relocated, adjusted, installed, or placed out of service pursuant to this Agreement); and WHEREAS, the Project requires the location (vertically and/or horizontally), protection, relocation, installation, adjustment or removal of the Facilities, or some combination thereof, hereinafter referred to as "Utility Work"; and WHEREAS, the FOOT and the UAO desire to enter into a joint agreement pursuant to Section 337.403(1 )(b), Florida Statutes for the Utility Work to be accomplished by the FOOT's contractor as part of the construction of the Project; and WHEREAS, the UAO, pursuant to the terms and conditions hereof, will bear certain costs associated with the Utility Work; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the FOOT and the UAO hereby agree as follows: 1. Design of Utility Work a. UAO shall prepare, at UAO's sole cost and expense, a final engineering design, plans, technical special provisions, a cost estimate, and a contingency Utility Work Schedule (said contingency schedule to be used in the case of a bid rejection) for the Utility Work (hereinafter referred to as the "Plans Package") on or before N/A, year of N/A. b. The Plans Package shall be in the same format as the FOOT's contract documents for the Project and shall be suitable for reproduction. c. Unless otherwise specifically directed in writing, the Plans Package shall include any and all activities and work effort required to perform the Utility Work, including but not limited to, all clearing and grubbing, survey work and shall include a traffic control plan. d. The Plans Package shall be prepared in compliance with the FOOT's Utility Accommodation Manual and the FOOT's Plans Preparation Manual in effect at the time the Plans Package is prepared, and the FOOT's contract documents for the Project. If the FOOT's Plans Preparation Manual has been updated and conflicts with the Utility Accommodation Manual, the Utility Accommodation Manual shall apply where such conflicts exist. e. The technical special provisions which are a part of the Plans Package shall be prepared in accordance with the FOOT's guidelines on preparation of technical special provisions and shall not Page 1 of 9 351 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) 710~010-2~ UTILITIES OGC -05/12 duplicate or change the general contracting provisions of the FOOT's Standard Specifications for Road and Bridge Construction and any Supplemental Specifications, Special Provisions, or Developmental Specifications of the FOOT for the Project. f. UAO shall provide a copy of the proposed Plans Package to the FOOT, and to such other right of way users as designated by the FOOT, for review at the following stages: N/A. Prior to submission of the proposed Plans Package for review at these stages, the UAO shall send the FOOT a work progress schedule explaining how the UAO will meet the FOOT's production schedule. The work progress schedule shall include the review stages, as well as other milestones necessary to complete the Plans Package within the time specified in Subparagraph a. above. g. In the event that the FOOT finds any deficiencies in the Plans Package during the reviews performed pursuant to Subparagraph f. above, the FOOT will notify the UAO in writing of the deficiencies and the UAO will correct the deficiencies and return corrected documents within the time stated in the notice. The FOOT's review and approval of the documents shall not relieve the UAO from responsibility for subsequently discovered errors or omissions. h. The FOOT shall furnish the UAO such information from the FOOT's files as requested by the UAO; however, the UAO shall at all times be and remain solely responsible for proper preparation of the Plans Package and for verifying all information necessary to properly prepare the Plans Package, including survey information as to the location (both vertical and horizontal) of the Facilities. The providing of information by the FOOT shall not relieve the UAO of this obligation nor transfer any of that responsibility to the FOOT. L The Facilities and the Utility Work will include all utility facilities of the UAO which are located within the limits of the Project, except as generally summarized as follows: TBD. These exceptions shall be handled by separate arrangement. j. If any facilities of the UAO located within the project limits are discovered after work on the project commences to be qualified for relocation at the FOOT's expense, but not previously identified as such, the UAO shall file a claim with the FOOT for recovery of the cost of relocation thereof. The filing of the claim shall not necessarily entitle the UAO to payment, and resolution of the claim shall be based on a determination of fault for the error. The discovery of facilities not previously identified as being qualified for relocation at the FOOT's expense shall not invalidate this Agreement. k. The UAO shall fully cooperate with all other right of way users in the preparation of the Plans Package. Any conflicts that cannot be resolved through cooperation shall be resolved in the manner determined by the FOOT. Upon completion of the Utility Work, the Facilities shall be deemed to be located on the public road or publicly owned rail corridor under and pursuant to the Utility Permit: TBD (Note: It is the intent of this line to allow either attachment of or separate reference to the permit). 2. Performance of Utility Work a. The FOOT shall incorporate the Plans Package into its contract for construction of the Project. b. The FOOT shall procure a contract for construction of the Project in accordance with the FOOT's requirements. c. If the portion of the bid of the contractor selected by the FOOT which is for performance of the Utility Work exceeds the FOOT's official estimate for the Utility Work by more than ten percent (1 0%) and the FOOT does not elect to participate in the cost of the Utility Work pursuant to Section 337.403(1)(b), Florida Statutes, the UAO may elect to have the Utility Work removed from the FOOT's contract by notifying the FOOT in writing within five (5) days from the date that the UAO is notified of the bid amount. Unless this election is made, the Utility Work shall be performed as part of Page 2 of9 352 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) the Project by the FOOT's contractor. 710-010-2; UTiLITIES OGC-05i12 d. If the UAO elects to remove the Utility Work from the FOOT's contract in accordance with Subparagraph 2. c., the UAO shall perform the Utility Work separately pursuant to the terms and conditions of the FOOT's standard relocation agreement, the terms and conditions of which are incorporated herein for that purpose by this reference, and in accordance with the contingency relocation schedule which is a part of the Plans Package. The UAO shall proceed immediately with the Utility Work so as to cause no delay to the FOOT or the FOOT's contractor in constructing the Project. e. The UAO shall perform all engineering inspection, testing, and monitoring of the Utility Work to insure that it is properly performed in accordance with the Plans Package, except for the following activities: N/A and will furnish the FOOT with daily diary records showing approved quantities and amounts for weekly, monthly, and final estimates in accordance with the format required by FOOT procedures. t Except for the inspection, testing, monitoring, and reporting to be performed by the UAO in accordance with Subparagraph 2. e., the FOOT will perform all contract administration for its construction contract. g. The UAO shall fully cooperate with the FOOT and the FOOT's contractor in all matters relating to the performance of the Utility Work. h. The FOOT's engineer has full authority over the Project and the UAO shall be responsible for coordinating and cooperating with the FOOT's engineer. In so doing, the UAO shall make such adjustments and changes in the Plans Package as the FOOT's engineer shall determine are necessary for the prosecution of the Project. I. The UAO shall not make any changes to the Plans Package after the date on which the FOOT's contract documents are mailed for advertisement of the Project unless those changes fall within the categories of changes which are allowed by supplemental agreement to the FOOT's contract pursuant to Section 337.11, Florida Statutes. All changes, regardless of the nature of the change or the timing of the change, shall be subject to the prior approval of the FOOT. 3. Cost of Utility Work a. The UAO shall be responsible for all costs of the Utility Work and all costs associated with any adjustments or changes to the Utility Work determined by the FOOT's engineer to be necessary, including, but not limited to the cost of changing the Plans Package and the increase in the cost of performing the Utility Work, unless the adjustments or changes are necessitated by an error or omission of the FOOT. The UAO shall not be responsible for the cost of delays caused by such adjustments or changes unless they are attributable to the UAO pursuant to Subparagraph 4.a. b. The initial estimate of the cost of the Utility Work is __ . At such time as the FOOT prepares its official estimate, the FOOT shall notify the UAO of the amount of the official estimate for the Utility Work. Upon being notified of the official estimate, the UAO shall have five (5) working days within which to accept the official estimate for purposes of making deposits and for determining any possible contribution on the part of the FOOT to the cost of the Utility Work, or to elect to have the Utility Work removed from the FOOT's contract and performed separately pursuant to the terms and conditions set forth in Subparagraph 2. d. hereof. c. At least ninety(~) calendar days prior to the date on which the FOOT advertises the Project for bids, the UAO will pay to the FOOT an amount equal to the FOOT's official estimate; plus __ % for mobilization of equipment for the Utility Work, additional maintenance of traffic costs for the Utility Work, administrative costs of field work, tabulation of quantities, Final Estirt;~ate processing and Project accounting (said amounts are to be hereinafter collectively referred to as the Allowances); plus 10% of the official estimate for a contingency fund to be used as hereinafter provided for Page 3 of9 353 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) changes to the Utility Work during the construction of the Project (the Contingency Fund)_ d. Payment of the funds pursuant to this paragraph will be made (choose one); D directly to the FOOT for deposit into the State Transportation Trust Fund. 710-010-2: UTiLITIES OGC-05/12 f8l as provided in the attached Memorandum of Agreement between UAO, FOOT and the State of Florida, Department of Financial Services, Division ofTreasury. Deposits of less than $100,000.00 must be pre-approved by the Department of Financial Services and FOOT Comptroller's Office prior to execution of this agreement. e. If the portion of the contractor's bid selected by the FOOT for performance of the Utility Work exceeds the amount of the deposit made pursuant to Subparagraph c. above, then subject to and in accordance with the limitations and conditions established by Subparagraph 2. c. hereof regarding FOOT participation in the cost of the Utility Work and the UAO's election to remove the Utility Work from the Project, the UAO shall, within fourteen (14) calendar days from notification from the FOOT or prior to posting of the accepted bid, whichever is earlier, pay an additional amount to the FOOT to bring the total amount paid to the total obligation of the UAO for the cost of the Utility Work, plus Allowances and 10% Contingency Fund. The FOOT will notify the UAO as soon as it becomes apparent the accepted bid amount plus allowances and contingency is in excess of the advance deposit amount; however, failure of the FOOT to so notify the UAO shall not relieve the UAO from its obligation to pay for its full share of project costs on final accounting as provided herein below. In the event that the UAO is obligated under this Subparagraph 3.e. to pay an additional amount and the additional amount that the UAO is obligated to pay does not exceed the Contingency Fund already on deposit, the UAO shall have sixty (60) calendar days from notification from the FOOT to pay the additional amount, regardless of when the accepted bid is posted. t If the accepted bid amount plus allowances and contingency is less than the advance deposit amount, the FOOT will refund the amount that the advance deposit exceeds the bid amount, plus allowances and contingency if such refund is requested by the UAO in writing and approved by the Comptroller of the FOOT or his designee. g. Should contract modifications occur that increase the UAO's share of total project costs, the UAO will be notified by the FOOT accordingly. The UAO agrees to provide, in advance of the additional work being performed, adequate funds to ensure that cash on deposit with the FOOT is sufficient to fully fund its share of the project costs. The FOOT shall notify the UAO as soon as it becomes apparent the actual costs will overrun the award amount; however, failure of the FOOT to so notify the UAO shall not relieve the UAO from its obligation to pay for its full share of project costs on final accounting as provided herein below. h. The FOOT may use the funds paid by the UAO for payment of the cost of the Utility Work. The Contingency Fund may be used for increases in the cost of the Utility Work which occur because of quantity overruns or because of adjustments or changes in the Utility Work made pursuant to Subparagraph 2. h. Prior to using any of the Contingency Fund, the FOOT will obtain the written concurrence of the person delegated that responsibility by written notice from the UAO. The delegatee shall respond immediately to all requests for written concurrence. If the delegatee refuses to provide written concurrence promptly and the FOOT determines that the work is necessary, the FOOT may proceed to perform the work and recover the cost thereof pursuant to the provisions of Section 337.403(3), Florida Statutes. In the event that the Contingency Fund is depleted, the UAO shall, within fourteen (14) calendar days from notification from the FOOT, pay to the FOOT an additional 10% of the total obligation of the UAO for the cost of the Utility Work established under Subparagraph 3. e. for future use as the Contingency Fund. L Upon final payment to the Contractor, the FOOT intends to have its final and complete accounting of all costs incurred in connection with the work performed hereunder within three hundred sixty (360) days. All project cost records and accounts shall be subject to audit by a representative of the UAO Page 4 of9 354 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) 710-010-2: UTILITIES OGC -05/12 for a period of three (3) years after final close out of the Project. The UAO will be notified of the final cost. Both parties agree that in the event the final accounting of total project costs pursuant to the terms of this agreement is less than the total deposits to date, a refund of the excess will be made by the FOOT to the UAO in accordance with Section 215.422, Florida Statutes. In the event said final accounting of total project costs is greater than the total deposits to date, the UAO will pay the additional amount within forty (40) calendar days from the date of the invoice. The UAO agrees to pay interest at a rate as established pursuant to Section 55.03, Florida Statutes, on any invoice not paid within the time specified in the preceding sentence until the invoice is paid. 4. Claims Against UAO a_ The UAO shall be responsible for all costs incurred as a result of any delay to the FOOT or its contractors caused by errors or omissions in the Plans Package (including inaccurate location of the Facilities) or by failure of the UAO to properly perform its obligations under this Agreement in a timely manner. b. In the event the FOOT's contractor provides a notice of intent to make a claim against the FOOT relating to the Utility Work, the FOOT will notify the UAO of the notice of intent and the UAO will thereafter keep and maintain daily field reports and all other records relating to the intended claim. c. In the event the FOOT's contractor makes any claim against the FOOT relating to the Utility Work, the FOOT will notify the UAO of the claim and the UAO will cooperate with the FOOT in analyzing and resolving the claim within a reasonable time. Any resolution of any portion of the claim directly between the UAO and the FOOT's contractor shall be in writing, shall be subject to written FOOT concurrence and shall specify the extent to which it resolves the claim against the FOOT. d, The FOOT may withhold payment of surplus funds to the UAO until final resolution (including any actual payment required) of all claims relating to the Utility Work. The right to withhold shall be limited to actual claim payments made by the FOOT to the FOOT's contractor. 5. Out of Service Facilities No Facilities shall be placed out of service unless specifically identified as such in the Plans. The following terms and conditions shall apply to Facilities placed Out-of-Service: a. The UAO acknowledges its present and continuing ownership of and responsibility for out of service Facilities. b. The FOOT agrees to allow the UAO to leave the Facilities within the right of way subject to the continuing satisfactory performance of the conditions of this Agreement by the UAO. In the event of a breach of this Agreement by the UAO, the Facilities shall be removed upon demand from the FOOT in accordance with the provisions of Subparagraph e. below. c. The UAO shall take such steps to secure the Facilities and otherwise make the Facilities safe in accordance with any and all applicable local, state or federal laws and regulations and in accordance with the legal duty of the UAO to use due care in its dealings with others. The UAO shall be solely responsible for gathering all information necessary to meet these obligations. d. The UAO shall keep and preserve all records relating to the Facilities, including, but not limited to, records of the location, nature of, and steps taken to safely secure the Facilities and shall promptly respond to information requests of the FOOT or other permittees using or seeking use of the right of way. e. The UAO shall remove the Facilities at the request of the FOOT in the event that the FOOT determines that removal is necessary for FOOT use of the right of way or in the event that the FOOT Page 5 of 9 355 6. Default STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) 710-010-2: UTILITiES OGC -05112 determines that use of the right of way is needed for other active utilities that cannot be otherwise accommodated in the right of way. Removal shall be at the sole cost and expense of the UAO and without any right of the UAO to object or make any claim of any nature whatsoever with regard thereto. Removal shall be completed within the time specified in the FOOT's notice to remove. In the event that the UAO fails to perform the removal properly within the specified time, the FOOT may proceed to perform the removal at the UAO's expense pursuant to the provisions of Sections 337.403 and 337.404, Florida Statutes. Except as otherwise provided in Subparagraph e. above, the UAO agrees that the Facilities shall forever remain the legal and financial responsibility of the UAO. The UAO shall reimburse the FOOT for any and all costs of any nature whatsoever resulting from the presence of the Facilities within the right of way. Said costs shall include, but shall not be limited to, charges or expenses which may result from the future need to remove the Facilities or from the presence of any hazardous substance or material in or discharging from the Facilities. Nothing in this paragraph shall be interpreted to require the UAO to indemnify the FOOT for the FOOT's own negligence; however, it is the intent that all other costs and expenses of any nature be the responsibility of the UAO. a. In the event that the UAO breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in this Agreement, the FOOT may exercise one or more of the following options, provided that at no time shall the FOOT be entitled to receive double recovery of damages: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from FOOT. (2) Pursue a claim for damages suffered by the FOOT. (3) If the Utility Work is reimbursable under this Agreement, withhold reimbursement payments until the breach is cured. The right to withhold shall be limited to actual claim payments made by FOOT to third parties. (4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered by the FOOT or the public against payments due under this Agreement for the same Project. The right to offset shall be limited to actual claim payments made by FOOT to third parties. (5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FOOT property if the breach is material and has not been cured within sixty (60) days from written notice thereof from FOOT. (6) Pursue any other remedies legally available. (7) Perform any work with its own forces or through contractors and seek repayment for the cost thereof under Section 337.403(3), Florida Statutes. b. In the event that the FOOT breaches any provision of this Agreement, then in addition to any other remedies which are otherwise provided for in the Agreement, the UAO may exercise one or more of the following options: (1) Terminate this Agreement if the breach is material and has not been cured within sixty (60) days from written notice thereof from the UAO. (2) If the breach is a failure to pay an invoice for Utility Work which is reimbursable under this Agreement, pursue any statutory remedies that the UAO may have for failure to pay invoices. Page 6 of 9 356 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) (3) Pursue any other remedies legally available. 710-010-2~ UTILITIES OGC~05!'12 c. Termination of this Agreement shall not relieve either party from any obligations it has pursuant to other agreements between the parties nor from any statutory obligations that either party may have with regard to the subject matter hereof. 7. Force Majeure Neither the UAO nor the FOOT shall be liable to the other for any failure to perform under this Agreement to the extent such performance is prevented by an act of God, war, riots, natural catastrophe, or other event beyond the control of the non-performing party and which could not have been avoided or overcome by the exercise of due diligence; provided that the party claiming the excuse from performance has (a) promptly notified the other party of the occurrence and its estimate duration, (b) promptly remedied or mitigated the effect of the occurrence to the extent possible, and (c) resumed performance as soon as possible. 8. Indemnification FOR GOVERNMENT-OWNED UTILITIES, To the extent provided by law, the UAO shall indemnify, defend, and hold harmless the FOOT and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any acts, action, error, neglect, or omission by the UAO, its agents, employees, or contractors during the performance of the Agreement, whether direct or indirect, and whether to any person or property to which FOOT or said parties may be subject, except that neither the UAO, its agents, employees, or contractors will be liable under this section for damages arising out of the injury or damage to persons or property directly caused by or resulting from the negligence of the FOOT or any of its officers, agents, or employees during the performance of this Agreement. When the FOOT receives a notice of claim for damages that may have been caused by the UAO in the performance of services required under this Agreement, the FOOT will immediately forward the claim to the UAO. The UAO and the FOOT will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the FOOT will determine whether to require the participation of the UAO in the defense of the claim or to require the UAO to defend the FOOT in such claim as described in this section. The FOOT's failure to notify the UAO of a claim shall not release the UAO from any of the requirements of this section. The FOOT and the UAO will pay their own costs for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all costs. FOR NON-GOVERNMENT-OWNED UTILITIES, The UAO shall indemnify, defend, and hold harmless the FOOT and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any acts, action, error, neglect, or omission by the UAO, its agents, employees, or contractors during the performance of the Agreement, whether direct or indirect, and whether to any person or property to which FOOT or said parties may be subject, except that neither the UAO, its agents, employees, or contractors will be liable under this section for damages arising out of the injury or damage to persons or property directly caused by or resulting from the negligence of the FOOT or any of its officers, agents, or employees during the performance of this Agreement. The UAO's obligation to indemnify, defend, and pay for the defense or at the FOOT's option, to participate and associate with the FOOT in the defense and trial of any damage claim or suit and any related settlement negotiations, shall arise within fourteen (14) days of receipt by the UAO of the FOOT's notice of claim for indemnification to the UAO. The notice of claim for indemnification shall be served by certified mail. The UAO's obligation to defend and indemnify within fourteen (14) days of such notice shall not be excused because of the UAO's inability to evaluate liability or because the UAO evaluates liability and determines the 357'of9 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) ?i0-010-2~ UTILITIES OGC -05112 UAO is not liable or determines the FOOT is solely negligent. Only a final adjudication of judgment finding the FOOT solely negligent shall excuse performance of this provision by the UAO. The UAO shall pay all costs and fees related to this obligation and its enforcement by the FOOT. The FOOT's delay in notifying the UAO of a claim shall not release UAO of the above duty to defend. 9. Miscellaneous a. Time is of essence in the performance of all obligations under this Agreement. b. The Facilities shall at all times remain the property of and be properly protected and maintained by the UAO in accordance with the current Utility Accommodation Manual in effect at the time the Plans Package is prepared and the current utility permit for the Facilities; provided, however, that the UAO shall not be obligated to protect or maintain any of the Facilities to the extent the FOOT's contractor has that obligation as part of the Utility Work pursuant to the FOOT's specifications. c. The FOOT may unilaterally cancel this Agreement for refusal by the UAO to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the UAO in conjunction with this Agreement. d. This Agreement constitutes the complete and final expression of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or negotiations with respect thereto, except that the parties understand and agree that the FOOT has manuals and written policies and procedures which may be applicable at the time of the Project and the relocation of the Facilities. e. This Agreement shall be governed by the laws of the State of Florida. Any provision hereof found to be unlawful or unenforceable shall be severable and shall not affect the validity of the remaining portions hereof. f. All notices required pursuant to the terms hereof may be sent by first class United States Mail, facsimile transmission, hand delivery, or express mail and shall be deemed to have been received by the end of five business days from the proper sending thereof unless proof of prior actual receipt is provided. The UAO shall have a continuing obligation to notify each District of the FOOT of the appropriate persons for notices to be sent pursuant to this Agreement. Unless otherwise notified in writing, notices shall be sent to the following addresses: If to the UAO: Fred H. Beckmann, P.E., Director of Public Works 1700 Convention Center Drive, 4m Floor Miami Beach, FL 33139 If to the FOOT: Antonio Soto, Utilities Administrator · 1000 NW 111m Avenue, Room 61 02-B Miami FL 33172 10. Certification This document is a printout of an FOOT form maintained in an electronic format and all revisions thereto by the UAO in the form of additions, deletions, or substitutions are reflected only in an Appendix entitled Changes To Form Document and no change is made in the text of the document itself. Hand notations on affected portions of this document may refer to changes reflected in the above-named Appendix but are for reference purposes only and do not change the terms of the document. By signing this document, the UAO hereby represents that no change has been made to the text of this document except through the terms of the appendix entitled Changes to Form Document. Page 8 of 9 358 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) You MUST signify by selecting or checking which of the following applies: 7'10-010-2~ UTILITIES OGC-05112 rgj No changes have been made to this Form Document and no Appendix entitled "Changes to Form Document" is attached. D No changes have been made to this Form Document, but changes are included on the attached Appendix entitled "Changes to Form Document." IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first written. UTILITY: City of Miami Beach BY:(Signature) (Typed Name: Matti Herrera-Bower) (Typed Title: Mayor) Recommend Approval by the District Utility Office BY: (Signature) FOOT Legal review BY: (Signature) District Counsel STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY: (Signature) (Typed Name: Harold A. Desdunes, P.E.) T ed Title: Dlstri FEDERAL HIGHWAY ADMINISTRATION (if applicable) BY: ------------------------------------------------- (Typed Name: __ ) (Typed Title: __ ) Page 9 of 9 359 DATE: DATE: DATE: DATE: DATE: Attachment C MEMORANDUM OF AGREEMENT R FT THIS AGREEMENT, made and entered into this_, day of , 201_, by and between the State of Florida, Department of Transportation, hereinafter referred to as "FOOT" and the State of Florida, Department of Financial Services, Division of Treasury, hereinafter referred to as "TREASURY" and City of Miami Beach, hereinafter referred to as the "PARTICIPANT". WITNESSETH WHEREAS, FOOT is currently constructing the following project: Financial Project No.: 2.49911-1-56-01 County: Miami Dade· • hereinafter referred to as the "PROJECT". WHEREAS, FOOT and the PARTICIPANT entered into a Locally Funded Agreement dated _______ , 201_, wherein FOOT agreed to perform certain work on behalf of the PARTICIPANT in conjunction with the PROJECT. WHEREAS, the parties to this AGREEMENT mutually agreed that it would be in the best interest of FOOT and the PARTICIPANT to establish an interest bearing escrow account to provide funds for the work performed on the PROJECT on behalf of the PARTICIPANT by FOOT. NOW THEREFORE, in consideration of the premises and the covenants contained herein, the parties agree to the following: 1. An initial deposit in the amount of two million six hundred and eighty thousand six hundred and seventy dollars and fifty two cents ($2,680,670.52) will be made by the PARTICIPANT into an interest bearing escrow account established by FOOT for the purposes of the PROJECT. Said escrow account will be opened with the TREASURY on behalf of FOOT upon receipt of this Memorandum of Agreement. Such account will be an asset of FOOT. 2. Other deposits may be made by the PARTICIPANT as necessary to cover cost increases or the cost of additional work prior to the execution of any Supplemental Agreements or Amendments. 3. Payment will be made as follows (check appropriate payment method): Wire transfer --__ ACH deposit X Check -~ Following are the wire, ACH, and check deposit instructions: For wire transfers: Bank of America Account# 001 00906897 4 ABA # 026009593 Chief Financial Officer of Florida Re: DOT-K 11-78, Financial Project# 360 For ACH deposits: Bank of America Account# 001009068974 ABA # 0631 00277 Chief Financial Officer of Florida Re: DOT-K 11-78, Financial Project# If a check is the method of payment, the check shall be made payable to the Department of Financial Services, Revenue Processing and delivered for appropriate processing at the following address: Florida Department of Transportation District 6 Utilities Office 1000 NW 111 Av, #6102B Miami, FL 33172 A copy of this Agreement should accompany any deposits. 4. FOOT's Comptroller or designee shall be the sole signatories on the escrow account with the TREASURY_and shall have sole authority to authorize withdrawals from said account. 5. Unless instructed otherwise by the FOOT, all interest accumulated in the escrow account shall remain in the account for the purposes of the PROJECT as defined in the LFA. 6. The TREASURY agrees to provide written confirmation of receipt of funds to FOOT. 7. The TREASURY further agrees to provide periodic reports to FOOT. STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION COMPTROLLER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES, DIVISION OF TREASURY PARTICIPANT SIGNATURE PARTICIPANT NAME & TITLE PARTICIPANT ADDRESS FEDERAL EMPLOYER 1.0. NUMBER 361 Attachment D FLORIDA DEPARTMENT OF TRANSPORTATION STORM WATER PUMP STATIONS AND POLLUTION CONTROL STRUCTURES MAINTENANCE MEMORANDUM OF AGREEMENT WITH THE CITY OF MIAMI BEACH R FT This AGREEMENT, made and entered into this day of 20 by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter called the "DEPARTMENT," and the CITY OF MIAMI BEACH, a municipal corporation of and existing under the laws of the State of Florida, hereinafter called the "CITY," collectively referred to as "the Parties." RECITALS: A. The DEPARTMENT has jurisdiction portions of State Road (S.R.) 907 /Alton Road corridor as part Highway System; and over and maintains those AlA/5th Street and S.R. of the State of Florida B. The DEPARTMENT will install storm water pump stations and pollution control structures at the intersections of S. R. AlA/5th Street and West Avenue (M.P. 3.138 along SR AlA and M.P. 3.176 along S.R. AlA), S.R. 907/Alton Road and lOth Street (M.P. 0.437 along S.R. 907), and S.R. 907/Alton Road and 14th Street (M.P. 0.755 along S.R. 907), in accordance with DEPARTMENT Contract # T-6290 ("PROJECT LIMITS"), are described in the attached Exhibit 'A', which by reference hereto shall become a part hereof; and C. The Parties mutually recognize the need for entering into an agreement designating and setting forth the maintenance responsibilities of each party; and D. The CITY, by Resolution No. dated 20 attached as Exhibit 'B', which is incorporated to this agreement by reference, desires to enter into this Agreement and authorizes its officers to do so. Maintenance Memorandum of Agreement between the Florida Department of Transportation and the City of Miami Beach Page I of II 362 NOW, benefits THEREFORE, contained for and in herein and consideration other good consideration, the parties covenant and agree as 1. RECITALS of the mutual and valuable follows: The recitals in are incorporated hereof. this AGREEMENT are true and herein by reference and correct, made a and part 2. DEPARTMENT RESPONSIBILITIES The parties agree that, by executing this AGREEMENT, upon issuance of Notice of Final Acceptance of the Project by the DEPARTMENT to its contractor, all maintenance responsibilities pertaining to the storm water pump stations and pollution control structures (collectively "the Structures") within the PROJECT LIMITS are assigned to the CITY in perpetuity. The DEPARTMENT, however, shall be responsible for any major repairs or the replacement of components of the Structures, as specified in Section 3 of this AGREEMENT. 3. CITY'S MAINTENANCE RESPONSIBILITIES The functions CITY and the inspections by described below are to be performed by the CITY'S work may be subject to periodic the DEPARTMENT, at its sole discretion. As set forth in Section 2 of this AGREEMENT, upon Final Acceptance of the Project by the DEPARTMENT, the CITY agrees to operate, and routinely and periodically maintain the Structures located within the PROJECT LIMITS at its sole cost and expense. The CITY'S maintenance responsibilities for the Structures shall include, but not be limited to, the following: a. Periodically inspecting and maintaining the Structures and their systems, in accordance with the manufacturer's minimum care and maintenance requirements, and in accordance with the Project Plans and Specifications. b. Adhering to the safety precautions prescribed by the Maintenance Memorandum of Agreement between the Florida Department ofTranspmtation and Page of 363 of Mimni Beach manufacturer and enumerated in the Project Plans and Specifications. c. Complying with all applicable government rules, regulations, policies, procedures, guidelines, and manuals, as the same may be amended from time to time. d. Maintaining a service log of all maintenance activities. Those maintenance activities that are not documented in a service log shall be deemed to not have been performed. e. Paying all costs associated with minor repairs. Minor repairs shall include any repairs that are a part of or incident to the routine maintenance of the Structures as set forth in this AGREEMENT. Minor repairs shall include, but shall not be limited to, the routine overhaul of the pump motors. f. Notifying the DEPARTMENT of all needed major repairs. The CITY must notify the DEPARTMENT as soon as the need for a major repair is discovered. A major repair is deemed discovered if the CITY or its agent knew or should have known of the need for a major repair. Major repairs shall only include a complete replacement of the Structures, the pump motors, or the impellers. The DEPARTMENT, however, shall not be responsible for the following major repairs: i. Any major repairs that are needed as a result of the CITY's failure to perform its maintenance responsibilities pursuant to this AGREEMENT; or ii. Any major negligent maintenance AGREEMENT. repairs act of that are the CITY responsibilities the result in performing pursuant to of a its this The major repairs listed under Section 3(f)i. and 3(f)ii. shall be the sole responsibility of the CITY. 4. MAINTENANCE DEFICIENCIES If at any time, while this AGREEMENT is in effect, the CITY Maintenance Memorandum of Agreement between the Florida Page 3 364 of Transportation and the City of Miami Beach fails to comply with its responsibilities as established herein or the CITY's responsibilities are not being accomplished in accordance with the terms of this AGREEMENT, the DEPARTMENT may, at its option, issue a written notice, in care of the CITY MANAGER, to notify the CITY of the identified deficiencies. Thereafter, the CITY shall have a period of thirty (30) calendar days, following receipt of the notice, within which to correct the cited deficiency or deficiencies. The notice shall be deemed received in accordance with Section 5 of this AGREEMENT. If said deficiencies are not corrected within the thirty (30) day time period, or, if the deficiencies are of a nature that cannot be corrected within that time period and the CITY does not commence to correct the deficiencies within the stipulated time period, the DEPARTMENT may, at its option, proceed as follows: a, Maintain the Structures, or a part thereof, and invoice the CITY for expenses incurred; or b. Terminate this AGREEMENT in accordance with Section 7 of this AGREEMENT, remove the Structures located within the PROJECT LIMITS, and charge the CITY the reasonable cost of such removal. 5. NOTICES All notices, requests/ demands/ consents, approvals, and other communications which are required to be served or given hereunder, shall be in writing and shall be sent by certified U.S. mail, return receipt requested 1 postage prepaid, addressed to the party to receive such notices as follows: To the DEPARTMENT: Florida Department of Transportation 1000 NW 111th Avenue, Room 6205 Miami/ Florida 33172-5800 Attn: District Maintenance Engineer To the CITY: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager .Maintenance Memorandum of Agreement between the Florida Denm>n"·,nt of Transportation and the City of Miami Beach Page 4 365 Notices shall be deemed to have been received by the end of five (5) business days from the proper sending thereof unless proof of prior actual receipt is provided. 6. REMOVAL, RELOCATION, OR ADJUSTMENT OF THE STORM WATER PUMP STATIONS OR POLLUTION CONTROL STRUCTURES The Parties agree that the Structures covered by this AGREEMENT may be removed, relocated or adjusted at any time in the future, at the DEPARTMENT's sole discretion. 7 . TERMINATION This AGREEMENT may be terminated as follows: a. By the DEPARTMENT, if duties under written notice AGREEMENT. Section as set the CITY fails to perform 3, following thirty (30) forth in Section 4 of its days this b. In accordance with Section 287.058(1) (c), Florida Statutes (F.S.), the DEPARTMENT shall reserve the right to unilaterally cancel this AGREEMENT if the CITY refuses to allow public access to any or all documents, papers, letters, or other materials made or received by the CITY pertinent to this AGREEMENT which are subject to provisions of Chapter 119, F.S. 8 . AMENDMENT A modification or waiver of any of the provisions of this AGREEMENT shall be effective only if made in writing and executed with the same formality as this AGREEMENT. 9 . CONSTRUCTION a. The section headings contained in this AGREEMENT are for reference purposes only and shall not affect the meaning or interpretation hereof. b. No term or interpreted provision of for or against this the AGREEMENT shall Parties because Maintenance Memorandum Agreement between the Florida Department of Transportation and the of Miami Beach Page 5 366 be the Parties or their legal representative (s) drafted the provision. c. The DEPARTMENT is a state agency, self-insured and subject to the provisions of Section 768.28, F.S. Nothing in this AGREEMENT shall be deemed or otherwise interpreted as waiving the DEPARTMENT'S sovereign immunity protections r or as increasing the limits of liability as set forth in Section 768.28, F.S., as may be amended from time to time. 10. ADDITIONAL TERMS a. The CITY shall insert the following clause contracts entered into between the CITY vendors or contractors for the performance duties set forth in this AGREEMENT: Vendors/Contractors: into and of any any the i. Shall utilize the u.s. Department of Homeland Security's E-Verify system to verify the employment of all new employees hired by the Vendor/Contractor during the term of this Agreement; and ii. Shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. b. The term of this AGREEMENT shall commence upon execution by all Parties. This AGREEMENT shall continue in perpetuity or until termination as set forth in Section 7. c. This writing embodies the entire agreement and understanding between the parties hereto and there are no other agreements or understandings r oral or written/ with reference to the subject matter of this AGREEMENT that are not merged herein. Maintenance l\!kmonmdum of Agreement betvveen the Floridan""'"'"'""'"' of'Transportation and City of Miami Page 6 of 367 d. This AGREEMENT shall in whole or in part, the DEPARTMENT. not be transferred or assigned, without the writ ten consent of e. This AGREEMENT, regardless of where executed, shall be governed by and construed in accordance with the laws of the State of Florida. In the event of a conflict between any portion of the contract and Florida law, the laws of Florida shall prevail. Any portion of the AGREEMENT later found to be unlawful or unenforceable shall be severed and not affect the validity of the rest of this AGREEMENT. f. Venue for any and all connection to the performance or breach exclusively in a state Leon County, Florida. 11. INDEMNIFICATION actions arising out interpretation, of this AGREEMENT of or in validity, shall lie court of proper jurisdiction in Subject to Section 768.28, F.S., the CITY shall promptly indemnify, defend, save and hold harmless the DEPARTMENT, its officers, agents, representatives and employees from any and all losses, expenses, fines, fees, taxes, assessments, penalties, costs, damages, judgments, claims, demands, liabilities, attorneys fees, (including regulatory and appellate fees) , and suits of any nature or kind whatsoever caused by, arising out of, or related to the CITY'S exercise or attempted exercise of its responsibilities as set out in this AGREEMENT, including but not limited to, any act, action, neglect or omission by the CITY, its officers, agents, employees or representatives in any way pertaining to this AGREEMENT, whether direct or indirect, except that neither the CITY nor any of its officers, agents, employees or representatives will be liable under this provision for damages arising out of injury or damage directly caused or resulting from the sole negligence of the DEPARTMENT. The CITY'S obligation to indemnify, defend and pay for the defense of the DEPARTMENT, or at the DEPARTMENT'S option, Maintenance Memorandum of Agreement between the Florida Department of Transportation <md the City of Miami Beach Page 7 of! l 368 to participate and associate with the DEPARTMENT in the defense and trial of any claim and any related settlement negotiations, shall be triggered immediately upon the CITY'S receipt of the DEPARTMENT'S notice of claim for indemnification. The notice of claim for indemnification shall be deemed received if the Department sends the notice in accordance with the formal notice mailing requirements set forth in Section 5 of this AGREEMENT, or upon actual receipt of the notice by the City. The DEPARTMENT'S failure to notify the City of a claim shall not release the CITY of the above duty to defend and indemnify the DEPARTMENT. The CITY shall pay all costs and fees related to this obligation and its enforcement by the DEPARTMENT. The indemnification provisions of this section shall survive termination or expiration of this AGREEMENT, but only with respect to those claims that arose from acts or circumstances which occurred prior to termination or expiration of this AGREEMENT. The CITY'S evaluation of liability or its inability to evaluate liability shall not excuse the CITY'S duty to defend and indemnify the DEPARTMENT under the provisions of this section. Only an adjudication or judgment, after the highest appeal is exhausted, specifically finding the Department was solely negligent shall excuse performance of this provision by the CITY. Maintenance Memorandum of Agreement between the Florida Den:lrtmi,nt and the City of Miami Beach Page g of 369 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first above written. CITY OF MIAMI BEACH: City Manager Attest: (SEAL) ----------~~~~~--~ City Clerk STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION: Director, Transportation Operations Attest: (SEAL) --~~~~~~~~~ Executive Secretary LEGAL REVIEW: By: By: ~~~~~~~~~--~~~ City Attorney ~~~~~~~~~~~~~~-- District Chief Counsel Maintenance Mcrnorandum of Agreement between the Florida Department ofTnmsportation and the City of Miami Beach ofll 370 EXHIB '1. I LIM! Below are the general and pollution control AGREEMENT. limits of the storm water pump stations structures to be maintained under this State Road Number: AlA/5th Street & 907/Alton Road Limits: At the tions of West Avenue and S.R. AlA/5th Street (M.P. 3.138 along S.R. AlA and M.P. 3.176 along S.R. AlA), S.R. 907/ Alton Road and lOth Street (M.P. 0.437 along S.R. 907), and S.R. 907/ Alton Road and 14th Street (M.P. 0.755 along S.R. 907) County: Miami-Dade 1 pump station and pollution control structure intersection of West Avenue and S.R. AlA/5th Street 244+20.31 and Station 246+20.00 with respect baseline of survey along S.R. AlA/5th Street) 1 pump station and pollution control structure intersection of S.R. 907/ Alton Road and lOth (Station 32+92. 88 with respect to the baseline of along S.R. 907/Alton Road) 1 pump station and pollution control structure intersection of S.R. 907/ Alton Road and 14th (Station 49+66. 39 with respect to the baseline of along S.R. 907/Alton Road) at the (Station to the at the Street survey at the Street survey lVIaintenanec Mcrnorandum of Agreement between the Florida Department of Transportation the City of Miami Beach Page 10 of11 371 'B' C OF Attached and incorporated herein by reference ratified by the CITY Board of Commissioners . . Maintenance Memorandum of Agreement between the Florida t"""''''"'"" of Transportation and the City of Miruni Beach Pagel! of 372 once RESOLUTION TO BE SUBMITTED 373 THIS PAGE INTENTIONALLY LEFT BLANK 374