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HomeMy WebLinkAboutCRA-R-24-0019 Exhibit AExhibit "A" INTERGOVERNMENTAL AGREEMENT TO ALLOW THE INSTALLATION AND MAINTENANCE OF RECTANGULAR RAPID FLASHING BEACONS WITHIN EXISTING PEDESTRIAN CROSSWALKS IN COUNTY RIGHT-OF-WAY AND TO PROVIDE FUNDING FOR SUCH INSTALLATION THIS INTERGOVERNMENTAL AGENCY AGREEMENT TO FUND THE RECTANGULAR RAPID FLASHING BEACONS WITHIN EXISTING PEDESTRIAN CROSSWALK ALONG THE NORTH LEG OF THE INTERSECTION OF NW 6 AVENUE AND NW 9 ST ("Agreement") is made and entered into this day of , 2023, by and between the SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY (the "Agency"), an independent agency and instrumentality of the City of Miami of the State of Florida, and MIAMI- DADE COUNTY (the "County"), a political subdivision of the State of Florida. WHEREAS, the Agency wishes to enhance the safety of the existing pedestrian crosswalks within the City's limits; and WHEREAS, the Agency wishes to utilize the resources of the County to design and install rectangular rapid flashing beacons (RRFB), subject to the terms and conditions of this Agreement; and WHEREAS, both parties herein wish to facilitate the implementation of RRFB within existing pedestrian crosswalks along the north leg of the intersection of NW 2 Avenue and NW 9 Street, hereinafter referred to as the "Project" described as follows: The Project scope consists of the installation of RRFB within existing pedestrian crosswalks along the north leg of the intersection of NW 2 Avenue and NW 9 Street within the Agency's limits. WHEREAS, upon completion of the RRFB by the County, and in accordance with Section 20, the Agency shall, at its sole cost and expense, maintain, repair, and replace, as necessary, the RRFB as part of the Project; and WHEREAS, the Agency, by Resolution attached hereto as Exhibit "A" and by reference made a part hereof, authorized the execution of this Agreement. NOW, THEREFORE, in consideration of the promises and covenants contained herein, THE AGENCY AND THE COUNTY AGREE AS FOLLOWS: Section 1. Recitals Adopted. The recitals set forth above are incorporated herein by reference. Section 2. Installation. RRFB may be installed on municipal and County roads per Manual of Uniform Traffic Control Devices ("MUTCD") for Streets and Highways and its accompanying guidelines. Section 3. Standards. All RRFB submitted for review and approval shall be in accordance with this Agreement and conform to the applicable requirements established by the following publications: a. Florida Department of Transportation's Standard Specifications for Road and Bridge Construction; b. Manual on Uniform Traffic Control Devices for Streets and Highways, U.S. Department of Transportation Federal Highway Administration (ANSI D6.1e- 1989), including latest revisions; c. Standard Highway Signs, U.S. Department of Transportation, Federal Highway Administration; d. Miami -Dade County Public Works Manual (available from the Transportation and Public Works Department, Reproduction Services, 111 NW 1 Street, Suite 1604, Miami, FL 33128); e. Florida Highway Guide Sign Program Chapter 14-51; and f. Manual of Uniform Minimum Standards for Design, Construction and Maintenance for Streets and Highways (Florida Greenbook). Section 4. Funding and Payment Responsibility. The Agency assumes sole and complete responsibility for the funding and payment of RRFB that are installed by the County at the Project location and within Agency boundaries. If the Agency fails to provide funding, it shall be responsible for any and all costs incurred by the County to install them, replace them, or remove them. The Agency agrees to provide the County funding for the Project in the total amount of one hundred and forty two thousand dollars ($142,000.00), on a lump sum basis, subject to availability of funds. The Agency agrees that it will, no later than thirty (30) calendar days from full execution of this agreement, disburse to the County, funding for the Project. Section 5. Permits and Approvals. The Agency shall obtain any applicable permits, including but not limited to right-of-way permits exclusively from Miami -Dade County prior to commencement of the Project. For the avoidance of doubt, the County is not waiving any of its sovereign rights over the jurisdiction of its County owned public rig ht-of-way. Section 6. Accounting. The County agrees to permit the Agency auditors to inspect the books, records and accounts of the Project for three (3) years after completion of the Project. Both parties agree that in the event final accounting of the total construction costs pursuant to the terms of this agreement is less than the total deposit to date, a refund of the excess will be made by the County to the Agency, based on the total reconciled cost. If the final accounting is not performed within one hundred eighty (180) calendar days, the County is not relieved from its obligation to pay. Section 7. Design. The County agrees to obtain the Agency's written approval of all final designs and costs estimates for the Project. Should the County undertake any change of design specifications, materials, or similar characteristic of the separation devices selected for the Project, the County must obtain Agency's written approval prior to such changes. Section 8. Installation Schedule. The County agrees to create and coordinate with the Agency an installation schedule for the Project. The County agrees to appoint a representative who shall be responsible for coordinating details related to the installation of the Project. Section 9. Claims and Change Orders. The County must notify the Agency in writing should claims or change orders arise. The County may exercise discretionary approval of change orders or supplemental agreements if these do not substantially alter the designs approved by the Agency or translate into additional funding requests to the Agency. If additional funding is required, the County shall submit a written request to the Agency at least 14 days in advance and an administrative contract amendment will be executed among the parties. Section 10. Project Ownership, Administration and Inspection. The County shall exercise all responsibilities of the owner of the Project, including Project administration and inspections. The County may delegate this function to an authorized agent or Construction Engineering Inspection (CEI) consultant. Section 11. Maintenance Responsibility. The Agency assumes sole and complete responsibility for the maintenance including, but not limited to inspection, maintenance of aesthetics, replacement, and disposal, of all RRFB that are installed by the County at the Project location within Agency boundaries. If the Agency fails to maintain the RRFB, it shall be responsible for any and all costs incurred by the County to replace them, maintain them, or remove them. Section 12. Liability and Indemnification. The Agency assumes sole and complete liability for any and all accidents and/or injuries which may, or are alleged to, occur or arise out of the installation, operation or maintenance of the RRFB, and hereby indemnifies to the extent allowed by Section 768.28, Florida Statutes, and holds the County harmless from any and all claims including but not limited to negligence arising out of or relating to the operation or maintenance of RRFB. Section 13. No Waiver of Sovereign Immunity. Notwithstanding any other term in this Agreement, nothing herein shall be deemed a waiver of the Agency or the County's immunity, or sovereign rights, or limitations of liability as provided by Section 768.28, Florida Statutes, as may be amended from time to time. Section 14. Public Records. The Agency shall be responsible for keeping records of all repairs, and for furnishing pertinent documents as and when said records may be requested. The Parties shall each maintain their own respective records and documents associated with this Agreement in accordance with the requirements for records retention set forth in Chapter 119, Florida Statutes. Section 15. Failure to Comply with Agreement. Upon written notification by the County, the Agency shall immediately remove RRFB that are not in compliance with the terms of this Agreement at the Agency's sole cost and expense. Failure to carry out any of the duties and responsibilities assumed herein by the Agency may result in termination of the Agreement, at the sole discretion of the County upon five (5) days' notice. Section 16. Headings. The headings or captions of sections or paragraphs used in this Agreement are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or to be taken into consideration in interpreting this Agreement. Section 17. Ambiguities. The preparation of this Agreement has been a joint effort of the Parties hereto and both Parties have had the benefit of consultation with legal counsel of their choosing prior to its execution. The resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 18. Entirety. This Agreement embodies the entire agreement between the Parties with respect to the matters addressed herein. Previous agreements and understandings of the Parties with respect to such matters are null, void, and of no effect. Notwithstanding any other provision contained herein, no third -party beneficiaries are created with respect to any claims against the County by virtue of this Agreement. Section 19. Amendments. This Agreement may be amended, modified, or altered, and its material provisions may be waived, only by written instrument, and only if properly executed by all Parties hereto. Section 20. Effective Date. This Agreement shall become effective on the date first written above after such Agreement is fully executed by all Parties hereto. Section 21. Termination. Either the Agency or the County may, in their respective sole and complete discretion, terminate this Agreement, with or without cause and/or convenience of the terminating party, upon twenty (20) business days' written notice; provided, however, that at the option of the County, the Agency shall continue to maintain, repair, and be responsible for RRFB installed by the County while this Agreement was in effect. Prior to the termination of this Agreement, however, the Agency may elect to remove any one or all RRFB installed by the County, provided the Agency shall restore the roadway and area in which the RRFB were located to the condition that existed before the County's installation. Section 22. Execution. This Agreement may be executed in one or more hard or electronic counterparts, which, when taken together, shall constitute one fully executed instrument. Section 23. Notice. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (e.g., Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. The method of delivery shall be consistent among all persons listed herein. For the present, the Parties designate the following as the respective places for notice purposes: a. For the County: Miami -Dade County Department of Transportation and Public Works Attn: Eulois Cleckley, DTPW Director and CEO 701 NW 1st Court - Suite 1700 Miami, FL 33136 With a Copy to: Miami -Dade County Attorney's Office 111 NW 1st Street, Suite 2810 Miami, FL 33128 b. For the Agency: Southeast Overtown / Park West Community Redevelopment Agency c/o Executive Director 819 NW 2nd Avenue, Third Floor Miami, FL, 33136 305-379-6800 With a Copy to: City of Miami City Attorney, Office of the City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 IN WITNESS WHEREOF, the Agency and the County have set their hands the day and year above written. ATTEST: MIAMI-DADE COUNTY Juan Fernandez-Barquin, Clerk of the Court, and Comptroller By: Deputy Mayor By: County Deputy Clerk Approved as to form and legal sufficiency: Assistant County Attorney ATTEST : SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Executive Director ATTEST: ATTEST: Notary Public(SEAL) County Clerk (SEAL) APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: City Attorney