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HomeMy WebLinkAboutBack-Up DocumentsFLORIDA DEPARTMENT OF TRANSPORTATION MASTER MAINTENANCE MEMORANDUM OF AGREEMENT FOR WAYFINDING KIOSK DEVICES WITH THE CITY OF MIAMI This AGREEMENT, entered into on , 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, a municipal corporation of the State of Florida, hereinafter called the CITY, and collectively referred to as the PARTY/PARTIES. RECITALS: A. The DEPARTMENT has jurisdiction over the following State Roads: SR-A1A, SR-5, SR-7, SR-9, SR-9A, SR-25, SR-90 (EB and WB), SR- 112, SR-886, SR-913, SR-925 (EB and WB), SR-933, SR-934 (EB and WB), SR-944, SR-953, SR-959, SR-960, SR-968 (EB and WB), SR-972, and SR-976; and B. Pursuant to a non-exclusive Professional Services Agreement dated August 1, 2020, attached hereto as Exhibit "A", between the CITY and IKE Smart City, LLC, a Delaware limited liability company, hereinafter called IKE, IKE intends to install, operate, and maintain wayfinding kiosks in and around the CITY, which wayfinding kiosks are powered by electricity, hereinafter called KIOSKS; and C. The CITY, on behalf of IKE, desires to obtain approval from the DEPARTMENT to install, operate, and maintain KIOSKS on DEPARTMENT owned right-of-way (RW) for State Roads which the DEPARTMENT has jurisdiction over, collectively referred to as the PROJECT LIMITS as described in Exhibit "B", and D. The DEPARTMENT will consider requests and may, but is not obligated to, grant approval to the CITY to install, operate, and maintain KIOSKS for the transportation purpose of providing wayfinding devices for pedestrians and bicyclists; and E. The DEPARTMENT has determined that the KIOSKS are not "sign (s) " as that word is used in Section 337.407 of the Florida Statutes and, as a result, the KIOSKS are not subject to the prohibition set forth in Section 337.407(1) of the Florida Statutes; and Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 1 of 19 F. DEPARTMENT approval is authorization to the CITY to install, operate, and maintain KIOSKS and does not transfer any property rights to the CITY or IKE; and G. The PARTIES to this AGREEMENT mutually recognize the need for entering into this agreement designating and setting forth the responsibilities of each PARTY with regards to the installation, operations, and maintenance of the KIOSKS installed within the PROJECT LIMITS and further the PARTIES acknowledge this AGREEMENT was drafted with equal participation by both PARTIES; therefore, no term or condition of this AGREEMENT shall be strictly interpreted in favor of or against either PARTY; and H. The PARTIES agree that the execution of this AGREEMENT constitutes an assignment of all installation, operations, and maintenance responsibilities pertaining to all KIOSKS within the PROJECT LIMITS to the CITY. I. The CITY, by Resolution No. , dated attached hereto as Exhibit "C", which by reference shall become a part of this AGREEMENT, desires to enter into this AGREEMENT and authorizes its officers to do so. NOW, THEREFORE, for and in consideration of the mutual benefits contained herein and other good and valuable consideration, 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. INSTALLATION a. The CITY will install all KIOSKS within the PROJECT LIMITS per the non-exclusive Professional Services Agreement dated August 1, 2020, between the CITY and IKE and this AGREEMENT. In case of conflict, this AGREEMENT prevails. b. The CITY will install all KIOSKS within the PROJECT LIMITS in urban, high pedestrian volume areas along areas of roadways where the speed limit does not exceed 35 miles per hour at the time of installation. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 2 of 19 c. The CITY will install all KIOSKS within the PROJECT LIMITS to provide a clear, unobstructed pedestrian path that is a minimum of five (5) feet in width. d. The CITY will install all KIOSKS within the PROJECT LIMITS at the maximum practical distance from the face of curb . The CITY will provide a minimum of four (4) feet from the face of curb to the KIOSK edge closest to the roadway within the PROJECT LIMITS and will increase this distance as needed to align the KIOSKS with existing features in the immediate vicinity of the KIOSKS such as utility poles, trees, etc. so that a pedestrian weaving pattern is not created. The DEPARTMENT will consider written requests from the CITY for distances less than four (4) feet if aligning the KIOSK edge closest to the roadway with existing features in the immediate vicinity of the KIOSKS such as utility poles, trees, etc. eliminates a pedestrian weaving pattern; approval or denial of said requests by the DEPARTMENT shall be in writing. e. The CITY will install all KIOSKS within the PROJECT LIMITS a minimum distance of 15 (fifteen) feet from any fire hydrant or accessible parking space. f. The CITY will install all KIOSKS within the PROJECT LIMITS to not create any horizontal sight distance issues or other driver, bicyclist, or pedestrian sight obstructions. g. The CITY will install all KIOSKS within the PROJECT LIMITS in accordance with the DEPARTMENT's Standard Specifications for Road and Bridge Construction applicable at the time of the installations. h. The CITY will install utilities for all KIOSKS within the PROJECT LIMITS without open cutting or trenching the sidewalk and pavement. The CITY will remove and replace sidewalks impacted by KIOSK installation from sidewalk joint to sidewalk joint. i. The CITY will install all KIOSKS within the PROJECT LIMITS without creating horizontal walking surface gaps greater than a half (1/2) of an inch including gaps between the interface (perimeter) of the KIOSKS and the walking surface the KIOSKS reside on. If a separate `pedestal' Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 3 of 19 J foundation is used, the interface of the foundation with the walking surface will be either flush or will extend a minimum of six inches above the walking surface to function as a detectable curb delineating the walking surface from the foundation `pedestal'. In no cases shall the foundation or level landing configuration impinge upon an unobstructed, clear side reach of ten inches from the edge of the level landing to the controls. The CITY will install all KIOSKS within the PROJECT LIMITS without creating vertical sidewalk differentials greater than a quarter (1/4) of an inch including differentials between the interface (perimeter) of the KIOSKS and the walking surface the KIOSKS reside upon. k. The CITY will install all KIOSKS securely to their foundations and will provide a clear opening between the KIOSKS and the sidewalks to facilitate cleaning of the sidewalks and preclude the accumulation of litter and debris. 1. The CITY will install all KIOSKS with a minimum 30 inch x 48 inch level landing directly in front of the operational controls with the 48 inch dimension centered on the controls. A level landing is considered a 2% maximum surface slope in all directions. m. The CITY will install all KIOSKS within the PROJECT LIMITS with screens that do not exceed 18 square feet in size and only provide messages on the front and back of the KIOSKS; further the KIOSKS themselves shall not be lit. n. The CITY will install all KIOSKS within the PROJECT LIMITS with light sensors allowing the screens to automatically dim brightness during nighttime hours. o. The CITY will install all KIOSKS within the PROJECT LIMITS with physical and cyber hacking security to prevent displays or messages which are not intended and approved by the CITY and IKE. p. The CITY will install all KIOSKS within the PROJECT LIMITS with remote monitoring and control capability so any compromise in security can be shut down immediately. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 4 of 19 3. OPERATIONS AND MAINTENANCE a. The CITY will operate and maintain all KIOSKS, as long as the KIOSKS remain in place, to ensure safety, aesthetics, and function. b. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS in accordance with the terms of the non- exclusive Professional Services Agreement dated August 1, 2020, between the CITY and IKE and this AGREEMENT. In case of conflict, this AGREEMENT prevails. c. The CITY will allow the DEPARTMENT to have input on and utilize the CITY's Directed Content for KIOSKS installed within the PROJECT LIMITS per the terms of the non- exclusive Professional Services Agreement dated August 1, 2020, between the CITY and IKE. d. The CITY will operate and maintain all KIOSKS to ensure screens automatically dim brightness during nighttime hours. e. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS to ensure messages do not display chasing, flashing, or moving lighting. f. The CITY will operate all KIOSKS within the PROJECT LIMITS to provide message content that is of broad community interest and significance, approved by the CITY, and consistent with the non-exclusive Professional Services Agreement dated August 1, 2020, between the CITY and IKE. Message content will comply with the message content - related provisions of the DEPARTMENT'S "Sponsorship Program Policy" (dated February 6, 2014) or any future message content policy that replaces it. The CITY will respond to and resolve all issues, comments, and questions relating to message content, regardless of source, to the satisfaction of the DEPARTMENT. g. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS to ensure they are secure from physical and cyber hacking resulting in displays or messages which are not intended and can be monitored and controlled remotely to immediately shut down any compromise in security. The Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 5 of 19 CITY will immediately shut down any displays or messages not intended and approved by the CITY and IKE. h. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS to ensure all horizontal walking surface gaps in the immediate vicinity of installed KIOSKS are not greater than a half (1/2) of an inch including gaps between the interfaces (perimeters) of the KIOSKS and the walking surface the KIOSKS reside on. i. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS to ensure all walking surface vertical differentials are not greater than a quarter (1/4) of an inch in depth including vertical differentials between the interfaces (perimeters) of the KIOSKS and walking surface the KIOSKS reside on. J• The CITY will remove and dispose of litter within a 10- foot radius around each KIOSK within the PROJECT LIMITS during the daily visits to each KIOSK in accordance with paragraph 13.a of the non-exclusive Professional Services Agreement dated August 1, 2020, between the CITY and IKE. k. The CITY will submit Lane Closure Requests to the DEPARTMENT when maintenance activities require the closure of a traffic lane in the DEPARTMENT's right-of-way. Lane closure requests shall be submitted through the District Six Lane Closure Information System, to the DEPARTMENT's area Permit Manager in accordance with the District Six Lane Closure Policy, as may be amended from time to time. 1. The CITY will provide the DEPARTMENT a report every January with the total yearly (12-month period) usage for each of the KIOSKS. The report shall include the number of impressions gathered at each KIOSK installed within the PROJECT LIMITS, the number of hours the KIOSK is not operational, the number and duration of public service messages, and the total number of incidents/accidents recorded/reported that involves the KIOSK. m. The CITY will maintain a service log of all operations and maintenance activities within the PROJECT LIMITS that sets forth the date of the activity, the KIOSK that was maintained, and the work that was performed. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 6 of 19 n. The CITY is responsible for obtaining copies of all applicable rules, regulations, policies, procedures, guidelines, and manuals, as may be amended from time to time. 4. INSTALLATION, OPERATIONS, AND MAINTENANCE DEFICIENCIES a. If at any time and for any reason it shall come to the attention of the DEPARTMENT that the CITY's contractual obligations as established herein are not being complied with pursuant to the terms of this AGREEMENT, the DEPARTMENT may, at its option, issue a written notice, delivered to the Office of the CITY MANAGER, to notify the CITY of the deficiencies. If the deficiencies are safety related or displayed messages related, the CITY shall immediately correct the cited deficiencies. The CITY shall correct cited deficiencies which are not safety related or displayed messages related in accordance with paragraph 13.a of the non-exclusive Professional Services Agreement dated August 1, 2020, between the CITY and IKE. b. The CITY will provide the DEPARTMENT with an assessment of the cause of said deficiencies and provide written remedial measures that will be taken to prevent reoccurrence. If said deficiencies are not corrected to the satisfaction of the DEPARTMENT, the DEPARTMENT may, at its option, correct any deficiencies or non-compliance and/or remove the KIOSKS at the DEPARTMENT's sole discretion and seek the costs of correcting the deficiencies or KIOSK removal from the CITY. 5.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 email or certified U.S. mail, return receipt requested, postage prepaid, addressed to the PARTY to receive such notices as follows: To the DEPARTMENT: Florida Department of Transportation 1000 Northwest 111 Avenue, Room 6205 Miami, Florida 33172-5800 Attn: District Maintenance Engineer Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 7 of 19 To the CITY: Email: renato.marrero@dot.state.fl.us City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attention: CITY Manager Email: anoriega@miamigov.com Notices sent by email will be deemed to have been received by the end of one (1) business day after being sent unless a reply of actual receipt is provided. Notices sent by certified U.S. mail 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 KIOSKS a. The CITY will remove, relocate, or adjust at any time in the future KIOSKS and restore the area of the removed, relocated, or adjusted KIOSKS within the PROJECT LIMITS to a standard concrete sidewalk, in accordance with the DEPARTMENT's guidelines, standards, specifications, and procedures, at the CITY's expense, for the construction, repair, improvement, maintenance, safe and efficient operation, alteration, or relocation of all, or any part of a state road, at the DEPARTMENT's sole discretion and satisfaction. b. The DEPARTMENT will notify the CITY a minimum of 60 calendar days prior to any DEPARTMENT -directed relocation, removal, or adjustment to allow the CITY time to coordinate the relocation, removal, or adjustment. If the KIOSKS are not relocated, removed, or adjusted in a timely manner as determined by the DEPARTMENT, then the DEPARTMENT will remove the KIOSKS at the CITY's expense. c. The CITY's operations and maintenance responsibilities will survive any relocation or adjustment, as long as the KIOSKS remain within the PROJECT LIMITS. 7. AUTHORIZATION TO INSTALL, OPERATE, AND MAINTAIN a. The CITY will submit draft KIOSK installation plans and Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 8 of 19 details and schedules for each proposed location within the PROJECT LIMITS to the DEPARTMENT. The DEPARTMENT will review the draft KIOSK installation plans and details and schedules for compliance with the requirements of this AGREEMENT and review upcoming DEPARTMENT projects. The DEPARTMENT and CITY will discuss any comments, questions, and concerns within thirty (30) calendar days and meet on - site if requested by either the DEPARTMENT or CITY. b. After the on -site meeting, if requested, and resolution of any comments, questions, and concerns, the CITY will submit a General Use Permit application for each proposed KIOSK location or relocation to the DEPARTMENT. The General Use Permit application must include installation plans and details signed and sealed by a Professional Engineer registered in the State of Florida and installation schedules showing the requirements of this AGREEMENT are satisfied. c. The DEPARTMENT will review the General Use Permit application, and if all requirements of this AGREEMENT are satisfied, approve the General Use Permit application for a term of four (4) years. d. The CITY will install the KIOSK within 180 calendar days of DEPARTMENT approval of the General Use Permit. e At the end of the four (4) year term, the CITY may submit another General Use Permit application for any proposed KIOSK locations to the DEPARTMENT. The DEPARTMENT will review the General Use Permit application, and if all requirements of this AGREEMENT have been satisfied and if the KIOSK continues to serve the transportation purpose of providing a wayfinding device for pedestrians and bicyclists as indicated by increasing or consistent impressions gathered at the KIOSK, approve the General Use Permit application for a term of four (4) years. In the event that impressions decrease at a KIOSK, the CITY and DEPARTMENT will work in good faith to determine if the KIOSK should be removed, be relocated, or remain. The CITY may continue to submit for General Use Permits until the date this AGREEMENT ends. f.DEPARTMENT authorized KIOSK locations will be incorporated into this AGREEMENT by a supplemental agreement between Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 9 of 19 the PARTIES, in the form attached hereto as Exhibit "D", to be executed by the authorized signatories of this AGREEMENT, or their designees. 8. TERM a. The effective date of this AGREEMENT will commence upon execution by the PARTIES. b. The term of this AGREEMENT consists of an initial term and two possible renewal terms. c. The initial term of this AGREEMENT will commence upon the effective date and continue for ten (10) years. d. At the end of the initial term, the first possible renewal term will commence and continue for five (5) years. The DEPARTMENT will notify the CITY in writing at least one hundred twenty (120) calendar days prior to the expiration of the initial term if the DEPARTMENT does not wish to renew this AGREEMENT. Within that one hundred twenty (120) calendar day period, the CITY and the DEPARTMENT will work in good faith to remedy any concerns causing the DEPARTMENT to consider non -renewal. In the event that such considerations are not remedied, the DEPARTMENT may elect in its sole discretion to not renew the AGREEMENT. e. If applicable, at the end of the first renewal term, the second possible renewal term will commence and continue for five (5) years. The DEPARTMENT will notify the CITY in writing at least one hundred twenty (120) calendar days prior to the expiration of the initial term if the DEPARTMENT does not wish to renew. Within that one hundred twenty (120) calendar day period, the CITY and the DEPARTMENT will work in good faith to remedy any concerns that are causing the DEPARTMENT to consider non -renewal. In the event that such considerations are not remedied, the DEPARTMENT may elect in its sole discretion to not renew the AGREEMENT. f.No additional General Use Permits shall be approved when this AGREEMENT ends. General Use Permits approved prior to the end of this AGREEMENT will survive until the term of each General Use Permit ends. Prior to the end of each Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 10 of 19 General Use Permit, the CITY will, at its sole cost and expense, remove the KIOSK and restore the area to a standard concrete sidewalk, in accordance with the DEPARTMENT'S guidelines, standards, and procedures, and to the satisfaction of the DEPARTMENT. 9. TERMINATION a. The DEPARTMENT may terminate this AGREEMENT upon sixty (60) calendar days written advance notice if the CITY fails to perform its duties under this AGREEMENT or fails to respond to and correct the reasons for the termination stated in the notice. b.Both PARTIES may mutually agree to terminate this AGREEMENT. An agreement to terminate shall be valid only if made in writing and executed with the same formalities as this AGREEMENT. c. In accordance with Section 287.058 (1) (c) , Florida Statutes, the DEPARTMENT may 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 unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), of the Florida Statutes. g. Prior to the effective date of termination of the AGREEMENT pursuant to this Section, the CITY will, at its sole cost and expense, remove all KIOSKS and restore the area to a standard concrete sidewalk, in accordance with the DEPARTMENT'S guidelines, standards, and procedures, and to the satisfaction of the DEPARTMENT. Notwithstanding the foregoing, General Use Permits approved prior to the end of this AGREEMENT will survive until the term of each General Use Permit ends. 10. GENERAL TERMS a.E-Verify The CITY will: Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 11of19 i. Utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract; and ii. 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. (Executive Order Number 2011-02) The CITY will insert the E-Verify clause into any contract entered into by the CITY with vendors or contractors hired by the CITY for purposes of performing its duties under this AGREEMENT. b. This writing 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 hereof that are not merged herein and superseded hereby. c. This AGREEMENT shall not be transferred or assigned, in whole or in part, without the prior written consent of the DEPARTMENT. d. This AGREEMENT shall be governed by and constructed in accordance with the laws of the State of Florida. Any provisions of this AGREEMENT found to be unlawful or unenforceable is severable and will not affect the validity of the remaining portions of the AGREEMENT. e. The venue for any and all actions arising out of or in connection to the interpretation, validity, performance or breach of this AGREEMENT lies exclusively in a state court of proper jurisdiction in Leon County, Florida. f. 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. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 12 of 19 g. The section headings contained in this AGREEMENT are for reference purposes only and do not affect the meaning or interpretation hereof. h.No term or provision of this AGREEMENT shall be interpreted for or against either PARTY because the PARTY or its legal representative drafted the provision. i. The DEPARTMENT is a state agency, self -insured and subject to the provisions of Section 768.28, Florida Statutes, as may be amended from time to time. Nothing in this AGREEMENT shall be deemed or otherwise interpreted as waiving the DEPARTMENT's sovereign immunity protections, or as increasing the limits of liability as set forth in Section 768.28, Florida Statutes. j. This AGREEMENT shall not be construed as in any way establishing a partnership, joint venture, express or implied agency, or employer employee relationship between the DEPARTMENT, the CITY, and IKE. 11. INDEMNIFICATION a. 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 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 negligence of the DEPARTMENT. b. The CITY's obligation to indemnify, defend and pay for Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 13 of 19 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 of the above duty to defend and indemnify the DEPARTMENT. c. The CITY shall pay all costs and reasonable attorney's 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. d. 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. 12.COUNTERPARTS AND ELECTRONIC SIGNATURES This AGREEMENT may be executed in counterparts, each of which shall be an original as against either PARTY whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this AGREEMENT shall have the same force and effect as an original. The PARTIES shall be entitled to sign and transmit an electronic signature on this AGREEMENT (whether by facsimile, PDF or other email transmission), which signature shall be binding on the PARTY whose name is contained therein. Any PARTY providing an electronic signature agrees to promptly execute and deliver to the other PARTIES an original signed AGREEMENT upon request. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 14 of 19 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: City Manager/Mayor District Director of Transportation Operations ATTEST: (SEAL) ATTEST: City Clerk Executive Secretary LEGAL REVIEW: BY: BY: City Attorney District Chief Counsel Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 15 of 19 EXHIBIT "A" NON—EXCLUSIVE PROFESSIONAL SERVICES AGREEMENT DATED AUGUST 1, 2020 BETWEEN THE CITY OF MIAMI AND IKE SMART CITY, LLC To be herein incorporated. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 16 of 19 EXHIBIT "B" PROJECT LIMITS Below are the limits of the KIOSKS to be installed, operated, and maintained by the CITY under this AGREEMENT. State Road Number: SR-AlA SR-5 SR-7 SR-9 SR-9A SR-25 SR-90 SR-90 (WB) SR-112 SR-886 SR-913 SR-925 (SB) SR-925 (NB) SR-933 SR-934 (EB) SR-934 (WB) SR-944 SR-953 SR-959 SR-960 SR-968 SR-968 (WB) SR-972 SR-976 County: Biscayne Blvd to the MacArthur Causeway SR-953 to SR-934 NW 79 St to SR-90 NW 36 St to South Dixie Hwy NW 79 St to South Dixie Hwy SR-9 to Biscayne Blvd SR-836 to Biscayne Blvd SW 27 Ave to Biscayne Blvd West of NW 17 Ave to Julia Tuttle Causeway Biscayne Blvd to Port SR-5 to Rickenbacker Causeway I-95 to SR-968 SW 10 St to West Flagler SR-112 to SR-972 NW 7 Ave to the Kenedy Causeway North Miami Ave to the Kenedy Causeway West of NW 17 St to Biscayne Blvd NW 20 St to SR-90 North of NW 7 St to SR-90 NW 42 Ct to NW 37 Ave NW 72 Ave to SR-9A East of NW 22 Ave to SR-9A SW 37 Ave to Brickell Ave East of Ponce de Leon to South Dixie Hwy Miami -Dade Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 17 of 19 EXHIBIT "C" CITY OF MIAMI RESOLUTION To be herein incorporated once ratified by the CITY Board of Commissioners. Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 18 of 19 EXHIBIT "D" SUPPLEMENTAL AGREEMENT TO FLORIDA DEPARTMENT OF TRANSPORTATION MASTER MAINTENANCE MEMORANDUM OF AGREEMENT FOR WAYFINDING KIOSK DEVICES WITH THE CITY OF MIAMI This Supplemental Agreement, dated the day of , 20 , is entered into between the Florida Department of Transportation ("DEPARTMENT") and the City of Miami ("CITY"). In accordance with the provisions of the Master Maintenance Memorandum Agreement ("MMOA") for the KIOSKS between the PARTIES, dated the day of , 20 , the PARTIES enter into this Supplemental Agreement for purposes of incorporating the following KIOSKS, pursuant to FDOT Permit No(s). , within the State right of way described in such Permit, copy attached hereto and incorporated herein by reference. By their signature below, the PARTIES hereby acknowledge that FDOT Permit No. for KIOSKS on SR , within the limits described in said Permit, is hereby incorporated into the MMOA, and the CITY shall comply with all installation, operations, and maintenance obligations thereunder and the PARTIES further agree to abide by all provisions thereunder. CITY OF MIAMI STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION: By: By: Name: Name: Title: Title: Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Miami (Master Kiosk Agreement) Page 19 of 19