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HomeMy WebLinkAboutExhibit AMEMORANDUM OF AGREEMENT BETWEEN FLORIDA DEPARTMENT OF TRANSPORTATION AND CITY OF MIAMI This MEMORANDUM OF AGREEMENT ("AGREEMENT"), made and entered into as of , 2021, 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, hereinafter called the "CITY", collectively referred to as the "Parties." RECITALS: A. The Department is undertaking the Project Development and Environment (PD&E), design and construction of a project extending from State Road (SR) SR 934/NE Bayshore Dr/NE 82nd Street from west of I-95 (13th Court) to end of SR 934/ One way, as described in Department Financial Project Number FM 410646-6-31-01 ("the Project"); and B. The Department has jurisdiction over SR 934/NE Bayshore Dr/NE 82nd Street from SR 934/NE 79th Street to N. Miami Avenue ("the Roadway Segment"); and C. The Department and the City have agreed that upon completion of the Project Construction, the Department shall transfer and the City shall accept the transfer, jurisdiction, management and maintenance of the Roadway Segment; and D. This Agreement shall serve to set forth the obligations and responsibilities of each party; and E. The Parties are authorized to enter into this Agreement pursuant to Section 335.041, Florida Statutes; and F. The City, by Resolution No. dated , attached as Exhibit "A" incorporated to this agreement by reference, desires to enter into this Agreement and agrees to comply with all provisions hereunder, and authorizes and directs its officials to do so. NOW, THEREFORE, for and in consideration of the mutual benefits and promises contained herein and other good and valuable consideration, receipt which is acknowledged, the Parties covenant and agree as follows: 1. RECITALS The recitals in this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. RESPONSIBILITIES OF EACH PARTY The Department shall undertake the PD&E, design and construction of the Roadway Segment. Upon completion of the construction, the Department will invite the City on the Final Inspection of the Project, and will incorporate valid City concerns that are within the scope of the contract into the final Project punch list to be corrected by the Department's contractor. The Final Inspection shall be performed and the Notice of Final Acceptance shall be issued in accordance with the Department's Standard Specifications for Road and Bridge Construction and the Construction Project Administration Manual (CPAM). The City's presence at the Final Inspection, however, is not mandatory, and the Department shall conduct the Final Inspection, finalize the Project punch list, and issue a Notice of Final Acceptance to its contractor, whether or not the City attends the Final Inspection. Upon issuance of the Notice of Final Acceptance to the Department's contractor, the Department shall provide a copy of said Notice to the City. 3. TRANSFER of ROADWAY SEGMENT Prior to the termination of the construction phase of the Project, the parties shall enter into Roadway Transfer Agreement substantially in the form attached hereto as Exhibit "B" (the Department' s Road Jurisdiction and Numbering Handbook Roadway Transfer Agreement) in order to complete the operation and jurisdictional transfer of the Roadway Segment from the Department to the City, which shall be approved by the Department, through its Secretary, and by the City, through its Board of City Commissioners. 4. NOTICES All notices, requests, demands, consents, approvals, and other communication 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, postage prepaid, addressed to the party to receive such notices as follows: To the DEPARTMENT: To the CITY: Florida Department of Transportation District Six 1000 NW 111 Avenue Miami, Florida 33172 Telephone: 305-470-5197 Attn: Jim Wolf, P.E. District Secretary City of Miami, City Hall Office of the City Manager 3500 Pan American Drive Miami, FL 33133 Telephone: 305-416-1025 Attn: Arthur Noriega City Manager 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. 5. 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. 6. 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 provision of this Agreement shall be interpreted for or against any one party because that party, or its legal representative(s), drafted the provision. 7. TERMS a. The effective date of this Agreement shall commence upon execution by the Parties. This Agreement may be cancelled upon mutual agreement of the Parties, unless otherwise cancelled as provided or allowed by law. b. This writing, including all exhibits, embodies the entire agreement and understanding between the Parties hereto and there are no other agreements and understanding, oral or written, with reference to the subject matter of this Agreement that are not merged herein. c. This Agreement shall not be transferred or assigned, in whole or in part, without the written consent of the Department. d. This Agreement 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 the State 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 the Agreement. e. Venue for any and all actions arising out of or in connection to the interpretation, validity, performance or breach of this Agreement shall lie exclusively in a state court of proper jurisdiction in Leon City, Florida. f. This Agreement may be executed in counterparts and facsimiles shall constitute best evidence for such all purposes. g. This Agreement shall be binding upon the Parties and their respective representatives, successors and/or assigns. 10. ADDITIONAL PROVISION a. The Department's performance and obligation to pay under this agreement is contingent upon annual appropriation by the Legislature, and is subject to the provisions of Section §339.135, Florida Statutes, which are hereby incorporated into this Agreement: The (D)epartment, 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 any 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 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 paragraph shall be incorporated verbatim in all contracts of the department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective the day and year first above written. CITY OF MIAMI: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION: By: By: Name: Name: Title: Title: Attest: (SEAL) Attest: (SEAL) City Clerk Executive Secretary LEGAL REVIEW: By: By: City Attorney District 6 Chief Counsel EXHIBIT "A" City Resolution EXHIBIT "B" Roadway Transfer Agreement FLORIDA DEPARTMENT OF TRANSPORATION & THE CITY OF MIAMI ROADWAY TRANSFER AGREEMENT SR 934/NE Bayshore Dr/NE 82nd Street from SR 934/NE 79fh Street to N. Miami Avenue THIS AGREEMENT, made and entered into this day of , 2021 by and between the FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter called the "DEPARTMENT", and the CITY OF MIAMI, hereinafter called the "CITY"; WITNESSETH WHEREAS, the DEPARTMENT has requested the transfer of SR 934/NE Bayshore Dr/NE 82"a Street from SR 934/NE 79th Street to N. Miami Avenue from the State of Florida Department of Transportation State Highway System to the CITY Street System, and this transfer is mutually agreed upon between the DEPARTMENT and the CITY; and WHEREAS, the parties are authorized to enter into this Agreement pursuant to Section 335.0415, Florida Statutes; NOW, THEREFORE, THIS INDENTURE WITNESSETH: in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the DEPARTMENT and the CITY agree as set forth below: This Agreement sets forth the terms and conditions under which the DEPARTMENT and the CITY will abide. The commencement of jurisdictional and maintenance responsibilities is the date of the approval of the roadway transfer by the Secretary of the Department of Transportation. (a) The CITY accepts all responsibility for the road right-of-way and for operation and maintenance of the roadway, including bridges. In addition to the roadbed, this agreement includes all curbs, culverts, and drainage structures within the right-of-way at the time of transfer. The CITY must continue to follow the DEPARTMENT and FEDERAL environmental permitting requirements due to the interconnected drainage system. The CITY shall be responsible for maintenance of public sidewalks, bike paths, and other ways in the right- of-way (b) The DEPARTMENT gives up all rights to the road, including the right-of-way, except as may be specified in this Agreement. (c) The CITY shall be responsible for maintaining and operating all traffic signals, and lighting systems within the right-of-way. The City is to remove all the light poles from FDOT owned service points. (d) It is agreed that all obligations of the DEPARTMENT, under any maintenance, utility, or railroad crossing agreement or other such agreement, relating to any specific road to be transferred, shall be transferred at the same time and in the same manner as jurisdictional responsibility. If the agreements were made between the DEPARTMENT and the CITY, and the DEPARTMENT will no longer be involved after the transfer takes place, new agreements or amended agreements shall be made between the CITY and the DEPARTMENT. Copies of any existing permits, agreements and easements shall be turned over to the receiving entity for their records prior to the execution of this Agreement. (e) If there is evidence of historical or archaeological resources that could be adversely impacted after a transfer, the CITY agrees to maintain the resources in accordance with Cultural Resource Management, Coordinator (CRMC) recommendations. If no evidence is found prior to the transfer, the CITY agrees not to adversely affect any such resources if found after the transfer. (f) The DEPARTMENT will provide existing deeds or right-of-way maps to be recorded in the public land records of Miami -Dade City, in which the rights -of -way are located. If right-of-way maps do not exist, the DEPARTMENT shall make such maps, or if the right-of-way is conveyed by deed, the same shall be recorded in the public records of Miami -Dade City. (g) When Federal -Aid funding has been used on a road to be transferred, the local government entity shall enter into a project agreement with the Department in accordance with Topic Number 850-065-001, Inspection of Federal -Aid Projects under Local Jurisdiction (State Maintenance Office). (h) The CITY, by Resolution No. , dated , 2021, has authorized the execution of this Agreement, further authorizes the terms and conditions of this Agreement, and directs its officials to comply with all provisions hereunder, and does hereby accept the transfer of SR 934/NE Bayshore Dr/NE 82nd Street from SR 934/NE 79th Street to N. Miami Avenue to the CITY Street System. (i) To the best of the DEPARTMENT's knowledge and belief: a. There are no pending actions or claims against the DEPARTMENT relating to the road segment and the DEPARTMENT has not received notice in any form of such action or claim or possible action or claim; b. There are no contaminants, pollutants, man-made substances, or toxic or hazardous substances on or in the road segment. All words used herein in the singular form shall extent to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements either verbal or written between the parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. For communication purposes, the parties may be reached at the following addresses and phone numbers. Florida Department of Transportation District Six 1000 NW 111 Avenue Miami, Florida 33172 Telephone: 3 05 -470- 5197 Attn: Jim Wolf, P.E. District Secretary City of Miami, City Hall Office of the City Manager 3500 Pan American Drive Miami, FL 33133 Telephone: 305-416-1025 Attn: Arthur Noriega City Manager Each party is an independent contractor and is not an agent of the other party. Nothing contained in the Agreement shall be construed to create any fiduciary relationship between the parties, during or after the performance of this Agreement. Neither party shall have the authority to bind the other party to any obligation whatsoever to any third party without the express specific written consent of the other. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. If any part of the Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect provided that the part of this Agreement thus invalidated or declared unenforceable is not material to the intended operation of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. CITY OF MIAMI STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY: BY: Authorized Signature District Secretary ATTEST: ATTEST: Clerk LEGAL REVIEW: LEGAL REVIEW: Local Legal Counsel District Legal Counsel