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2017-192-3297- Ownership of Stadium Bridges and TunnelsRESOLUTION NO. 2017-192-3297 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, APPROVING THE OWNERSHIP OF THE BRIDGES AND TUNNELS AROUND THE STADIUM, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE FDOT FUNDED AGREEMENT: PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on July 13, 2016, the City Council of the City of Miami Gardens adopted Resolution Number 2016-125-3024, urging the Florida Department of Transportation (FDOT) and the Florida Turnpike Enterprise to provide and expedite funding and permitting for the construction of pedestrian bridges and tunnels around the Stadium, and WHEREAS, the project assists in the improvement of pedestrian safety and vehicle traffic flow on the heavily traffic area around the stadium, and WHEREAS, per the Resolution, the City would not expend any funds for these projects, and WHEREAS, the City's involvement will be to bid out the design-build project, the administrative work for reimbursement of the FDOT funds for the total project, and take ownership of the bridges and tunnels under easements, and WHEREAS, FDOT now requires the City take ownership of the bridges and tunnels through the FDOT Funded Agreement, to be executed, and WHEREAS, the operations and maintenance of the bridges and tunnels will be provided by the Stadium per another agreement between the City and Stadium, and WHEREAS, the City will not fund any maintenance or operations of the project elements, and Resolution No 2017-192-3297 Page 1 WHEREAS, it is being requested that the City Council approve the ownership of the bridges and tunnels, and authorize the City Manager to execute the FOOT Funded Agreement NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA AS FOLLOWS: Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens hereby approves the ownership of the bridges and tunnels around the Stadium, and authorizes the City Manager to execute the FDOT Funded Agreement. Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately upon its final passage. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON DECEMBER 13, 2017. OLIVER GILBERT, III, MAYOR ATTEST: tONETTA TAYLOR, MMC, CITY CLERK PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Moved by: Seconded by: J Resolution No 2017-192-3297 Page 2 VOTE: '7^ Mayor Oliver Gilbert, III j/ (Yes) (No) Vice Mayor Erhabor Ighodaro, Ph.D. V (Yes) (No) Councilwoman Lisa C. Davis t/ (Yes) (No)Councilman Rodney Harris j/iYesi (No) Councilwoman Lillie Q. Odom (/ (Yes) (No) Councilwoman Felicia Robinson i/ jYes) (No) Councilman David Williams Jr t^(Yes) (No Resolution No 2017-192-3297 Page 3 18605 NW 27th AVE Miami Gardens, Florida 33056 City of Miami Gardens Agenda Cover Memo Council Meeting Date: December 13, 2017 Item Type: (Enter X in box) Resolution Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source: N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X Sponsor Name Cameron Benson, City Manager Department: Public Works Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, APPROVING THE OWNERSHIP OF THE BRIDGES AND TUNNELS AROUND THE STADIUM, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE FDOT FUNDED AGREEMENT; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. Staff Summary: Background: On July 13, 2016, Council approved resolution 2016-125-3024 urging the Florida Department of Transportation (FDOT) and the Florida Turnpike Enterprise to provide and expedite funding and permitting for the construction of pedestrian bridges and tunnels around the stadium. The project assists in the improvement of pedestrian safety (residents and visitors) and vehicle traffic flow on such a heavily traffic area around the stadium. Per the resolution, the City would not expend any funds for these projects totaling $17,857,125.00 (includes the design along with the construction, consultant to inspect the project, and the City’s administrative costs). The City’s involvement will be to bid out the design-build project, the administrative work for reimbursement of the FDOT funds for the total project, and take ownership of the bridges and tunnels under easements. 18605 NW 27th AVE Miami Gardens, Florida 33056 Current Situation: Since resolution 2016-125-3024 only called out for just facilitating the funds for the project and only enter into an agreement for just that purpose, FDOT now requires the City take ownership of the bridges and tunnels through the FDOT funded agreement to be executed. However, the operations and maintenance of the bridges and tunnels will be provided by the stadium per another agreement between the City and Stadium, which is on a separate resolution. The City will not fund any maintenance or operations of the project elements. Fiscal Impact: There is no fiscal impact. Proposed Action: It is recommended that the City Council approves the ownership of the bridges and tunnels, and authorize the City Manager to execute the FDOT Funded Agreement. Attachment: Exhibit A: Resolution 2016-125-3024 Exhibit B: FDOT Funded Agreement 1 Contract Number: ______ Project Number: 440858-1 and 440858-2 Department Funded Agreement Between State of Florida Department of Transportation And City of Miami Gardens THIS AGREEMENT is made and entered into this day of , 2017, between the State of Florida Department of Transportation, an agency of the State of Florida, hereinafter referred to as the ‘DEPARTMENT’, and the City of Miami Gardens, a municipal corporation of the State of Florida, existing under the Laws of the State of Florida, hereinafter referred to as the ‘CITY’. RECITALS: WHEREAS, the DEPARTMENT has jurisdiction over and maintains State Road (S.R.) TURNPIKE CONNECTOR ROAD AT NW 199 STREET ( a Miami-Dade County (“County”) road) , which state road and County road lie within CITY limits; and WHEREAS, the CITY intends to undertake a construction project for a PEDESTRIAN OVERPASS AT NW 199 STREET OVER THE TURNPIKE CONNECTOR ROAD, PEDESTRIAN BRIDGE OVER NW 199 STREET (a County road) AND TWO PEDESTRIAN TUNNELS AT THE NORTH AND SOUTH STADIUM ENTRANCES, 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 agreed to provide funding to the CITY for the CITY to procure a design-build contract for the design and construction of 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 Numbers 440858-1 and 440858-2, 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 administer, supervise, implement, evaluate and inspect all aspects of PROJECT; and WHEREAS, the parties hereto mutually recognize the need for entering into an Agreement designating and setting forth the responsibilities of each party; and 2 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: 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. 2. 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. The CITY shall submit this Agreement to its CITY Council for ratification or approval by resolution. A copy of said resolution is attached hereto as Exhibit “C”, ‘CITY Resolution’, and is herein incorporated by reference. c. The CITY shall advertise for bid, and let the design build contract, administer, supervise, implement, evaluate and inspect all aspects of PROJECT until completion, as further defined in Exhibit “A”, ‘Scope of Services’. The CITY shall complete the PROJECT on or before September 30, 2019. All aspects of the PROJECT are subject to DEPARTMENT standards and specifications and must be in compliance with all governing laws and ordinances. d. The CITY shall not advertise or 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. The CITY Manager shall certify to the DEPARTMENT that the Consultant Selection Process by the CITY in procuring any consultant contract for engineering, architecture or surveying services entered into by the CITY for purposes of performing its duties under this Agreement has been accomplished in compliance with the Consultant’s Competitive Negotiation Act (Chapter 287.055, F.S.) f. The CITY Manager shall certify to the DEPARTMENT that the purchase of commodities or contractual services by the CITY exceeding the Threshold Amount for CATEGORY TWO per Chapter 287.017 F.S. for purposes of performing its duties under this Agreement has been accomplished in full compliance with the provisions of Chapter 287.057 F.S. 3 g. This Agreement and any interest herein shall not be assigned, transferred or otherwise encumbered by the CITY under any circumstances without prior written consent of the DEPARTMENT. However, this Agreement shall run to the DEPARTMENT and its successors. h. The CITY shall have the sole responsibility for resolving claims and requests for additional work for the PROJECT. The CITY will make the best efforts to obtain the DEPARTMENT input in its decisions. i. 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. j. 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 the grounds of race, color, religion, sex, national origin, age, disability, or family status in the performance of work under this Agreement. k. The CITY agrees to comply with Section 20.055(5), F.S., and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), F.S. l. The CITY shall provide Construction Engineering Inspection (CEI) services to include CITY Project Administration (with the DEPARTMENT’s funding). The CEI will be a DEPARTMENT prequalified consultant firm including one individual that has completed the Advanced Maintenance of Traffic Level Training, unless otherwise approved by the DEPARTMENT in writing. The CEI staff shall be present on the PROJECT at all times that the CITY contractor is working. Administration of the CEI staff shall be under the responsible charge of a State of Florida Licensed Professional Engineer who shall provide the certification that all design and construction for the PROJECT meets the minimum construction standards established by DEPARTMENT. The DEPARTMENT shall approve the CEI firm. The CEI firm shall not be the same firm as that of the Engineer of Record for the PROJECT. The DEPARTMENT shall have the right, but not the obligation, to perform independent assurance testing during the course of construction of the Project. m. The CITY shall coordinate with the DEPARTMENT in the preparation of the PROJECT Request for Proposal (“RFP”). The DEPARTMENT shall have the opportunity to review and approve the final RFP prior to the CITY advertising the same. DEPARTMENT approval shall be provided to the CITY in writing, by providing a notice to proceed to advertise. n. Additional obligations of the CITY : (i.) The CITY shall require its construction contractors to maintain, at all times during the PROJECT construction, Commercial General Liability insurance providing continuous coverage for all work or operations performed under the construction contract(s). Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of 4 the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy, or such other minimum insurance coverage that may be required by the DEPARTMENT’s Standards and Specifications for Road and Bridge Construction, as amended from time to time. The CITY shall further cause its contractors to name the DEPARTMENT as additional insured party on the afore-stated policies, and to provide evidence of Workers’ Compensation Insurance in accordance with the laws of the State of Florida, and in amounts sufficient to secure the benefit of the Florida Workers’ Compensation law for all employees. (ii.) To the extent provided by Florida law, and without waiving any limitations on the City’s liability under Florida law (including without limitation, Section 768.28 F.S.), the CITY shall indemnify, defend and hold harmless the DEPARTMENT against any actions, claims, or damages arising out of, relating to, or resulting from negligent or wrongful act(s) of any of its officers, agents or employees, acting within the scope of their office or employment, in connection with the rights granted to or exercised by the CITY hereunder, to the extent and within the limitations of Section 768.28, Florida Statutes. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by the CITY to indemnify the DEPARTMENT for the negligent acts or omissions of the DEPARTMENT, its officers, agents or employees. Nothing herein shall be construed as consent by the CITY or the DEPARTMENT to be sued by third parties in any manner arising out of this Agreement. (iii.) The CITY shall further require its contractor to indemnify, defend, save and hold the DEPARTMENT, its officers, directors, agents and employees harmless of and from any losses, fines, penalties, costs, damage, claims, demands, suits and liabilities of any nature including attorney fees, (including regulatory and appellate fees), arising out of, because of, or due to any accidents, happening or occurrence for any activities undertaken within state right of way and/or airspace, whether the same regards person or property of any nature whatsoever, unless due to the sole negligence of the DEPARTMENT. (iv.) Prior to commencement of construction, the CITY shall be responsible for securing any applicable permits, including but not limited to, a permit or other required authorization from the Florida Turnpike Enterprise to construct the project on the Turnpike’s airspace and or right of way and a permit, right of way, or other required authorization from Miami-Dade County for construction of the project on the County right of way. The CITY shall provide to the DEPARTMENT certification and 5 copy of appropriate documentation substantiating that all required permits, authorization and/or right of way required for the PROJECT has been obtained. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the PROJECT. (v.) In the event that any approval, permit, notice or other proceeding or authorization is required under applicable law to enable the CITY to enter into this Agreement or to undertake the PROJECT or to observe, assume or carry out any of the provisions of the Agreement, the CITY will initiate and consummate, as provided by law, all actions necessary with respect to any such matters. (vi.) The CITY shall submit the PROJECT design plans (“PDP”) to the DEPARTMENT for review and approval. The DEPARTMENT shall have a period of fourteen (14) business days from the date that the CITY submits the PDP to the DEPARTMENT for review and comment (“Comment Due Date”, which for purposes of this Agreement, business days shall exclude weekends and DEPARTMENT observed holidays). The CITY shall address any concerns of the DEPARTMENT pertaining to the PDP. The DEPARTMENT shall provide a final approval of the PDP once the CITY has addressed the DEPARTMENT’s comments. PROJECT construction shall not commence until the DEPARTMENT has given approval of the PDP, such approval shall not be unreasonably withheld, conditioned, or delayed. In the event of any major modifications to the DEPARTMENT approved PDP, the CITY shall submit such proposed modified plans to the DEPARTMENT for review and approval. In the event that any Major Modifications are required during construction, the CITY shall immediately notify the DEPARTMENT prior to implementing the same, and the parties shall cooperate to review the matter in a timely manner so that the timely construction schedule of the PROJECT is not affected. A “Major Modification” is any modification that materially alters the kind or nature of the work depicted in the approved PDP, or that alters the integrity or maintainability of the roadway improvements or related components. The DEPARTMENT shall have a period of fourteen (14) business days from the date that the CITY submits proposed then modified plans for review and comment. The DEPARTMENT shall not unreasonably withhold, condition, or delay its approval to a proposed Major Modifications to the PDP. If approved by the DEPARTMENT, any and all such approved Major Modifications shall be deemed to be incorporated into, and shall become part of, the DEPARTMENT approved PDP. (vii.) It is not intended by any provisions of any part of this AGREEMENT to create in the public, or any member thereof, a third party beneficiary under this AGREEMENT, or to authorize anyone not a party to this AGREEMENT to maintain a suit for personal injuries or 6 property damage pursuant to the terms or provisions of this AGREEMENT. (viii.) The CITY agrees to maintain the PROJECT and related improvements during the useful life of the same. Prior to any disbursement of funds hereunder, the CITY shall execute a Maintenance Memorandum of Agreement with the DEPARTMENT, to address the maintenance obligations of the CITY, for any portion of the PROJECT on DEPARTMENT right of way. The CITY, however, may enter into a separate maintenance agreement with a third party for such purposes. Any such agreement shall require the DEPARTMENT to be added as additional insured. 3. FINANCIAL PROVISIONS a. Eligible PROJECT costs may not exceed SEVENTEEN MILLION EIGHT HUNDRED AND FIFTY-SEVEN THOUSAND ONE HUNDRED TWENTY FIVE AND 00/100 DOLLARS ($17,857,125.00) 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 compensate the CITY for services described in Exhibit “A” – ‘Scope of Services’. The Method of Compensation is outlined in Exhibit “B” – Financial Summary. c. The CITY shall provide 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. The PROJECT, identified as Project Number 440858-1-54-01, and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit “A” - Scope of Services. (Section 287.058(1)(d) and (e), F.S.) d. Invoices shall be submitted by the CITY in detail sufficient for a proper pre- audit and post audit thereof, based on quantifiable, measurable and verifiable units of deliverables as established in Exhibit “A”– Scope of Services. Deliverables must be received and accepted in writing by the DEPARTMENT’s Project Manager prior to payments. (Section 287.058 (1)(a), F.S.) e. Supporting documentation must establish that the deliverables were received and accepted in writing by the CITY and must also establish that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit “A”– Scope of Services was met. f. There shall be no reimbursement for travel expenses under this Agreement. 7 g. FINANCIAL CONSEQUENCES: Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, F.S. If the DEPARTMENT determines that the performance of the CITY is unsatisfactory, the DEPARTMENT shall notify the CITY of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the DEPARTMENT. The CITY shall, within five (5) days after notice from the DEPARTMENT, provide the DEPARTMENT with a corrective action plan describing how the CITY will address all issues of contract non-performance, unacceptable performance, and failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the DEPARTMENT, the CITY shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then-current billing period. The retainage shall be withheld until the CITY resolves the deficiency. If the deficiency is subsequently resolved, the CITY may bill the DEPARTMENT for the retained amount during the next billing period. If the CITY is unable to resolve the deficiency, the funds retained shall be forfeited at the end of the Agreement term. (Section 287.058(1)(h), F.S.) h. For goods and services provided by the City to the DEPARTMENT, the City should be aware of the following time frames. Inspection and approval of goods or services shall take no longer than five (5) working days unless the bid specifications, purchase order, or contract specifies otherwise. The 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. (Section 215.422(1), F.S.) i. If payment is not available within forty (40) days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), F.S., will be due and payable, in addition to the 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 because of CITY preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the DEPARTMENT. (Section 215.422(3)(b), F.S.) j. 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. (Section 215.422(5) and (7), F.S.) k. 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 8 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. (Section 287.058(4), F.S.) l. In the event this contract is for services in excess of $25,000.00 and a term for a period of more than one (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 one (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 TWENTY FIVE THOUSAND DOLLARS ($25,000.00) and which have a term for a period of more than 1 year.” m. The DEPARTMENT’s obligation to pay is contingent upon an annual appropriation by the Florida Legislature. (Section 216.311, F.S.) n. The CITY shall: (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 CITY during the term of the Agreement; and (ii.) Expressly require any contractors and subcontractors performing work or providing services pursuant to the Agreement 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 Agreement term. (Executive Order Number 2011-02) 4. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Florida. 9 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: To DEPARTMENT: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172-5800 Attn: Aiah Yassin Title: District Local Programs Administrator Ph: (305) 470-5485 Copy to: Florida Turnpike’s Enterprise P.O. Box 613069 Ocoee, FL 34761 Attn: Christy Alexander Title: General Counsel Ph: (407) 264-3070 To CITY: City of Miami Gardens 18605 NW 27 Avenue Miami Gardens, Florida 33056 Attn: Cameron D. Benson Title City Manager Ph: (305)622-8000 ext. 2570 FAX: (305) 622-8001 And to: Sonja K. Dickens, City Attorney 10 18605 N.W. 27th Avenue Miami Gardens, Florida 33056 Ph: (305) 622-8000 ext 2810 b. 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. 8. EXPIRATION OF AGREEMENT The CITY agrees to complete the PROJECT on or before September 30, 2019. 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 AND PROGRESS REPORTS In order to obtain payment(s), the CITY shall: i. Submit progress report(s) with invoice payment request that: 1) describe the work performed; 2) adequately justify and support the payment requested; and 3) are in a format that is acceptable to the DEPARTMENT; All costs charged to the Project by the CITY shall be supported by detailed invoices, proof of payments, contracts or vouchers evidencing in proper detail the nature and propriety of the charges; and ii. Submit to the DEPARTMENT invoice(s) on CITY forms and such other data pertaining to the PROJECT in support of the invoice total; and iii. Comply with all applicable provisions of this Agreement. CITY shall submit one invoice plus supporting documentation required by the DEPARTMENT to the Project Manager on a monthly basis for completed work. The CITY must submit the final invoice on this PROJECT to the DEPARTMENT within one hundred twenty (120) days after the expiration of this Agreement and shall be accompanied by a signed and sealed Notice of Completion, Exhibit “F”. Invoices submitted after January 18, 2020 will not be paid. 10. INVOICE SUBMITTALS The CITY shall submit invoices to the following DEPARTMENT staff and address or approval and processing: Florida Department of Transportation 11 1000 N.W. 111th Avenue, Miami, Florida 33172 Attn: Aiah Yassin Title: District Local Programs Administrator Ph: 305-470-5485 11. PUBLIC RECORDS The CITY shall allow public access to all documents, papers, letters, or other material subject to provisions of Chapter 119, Florida Statutes, and made or received by the CITY in conjunction with this Agreement. Failure by the CITY to grant such public access will be grounds for immediate unilateral cancellation of this Agreement. 12. RESTRICTIONS ON LOBBYING No Funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch, or a state agency. 13. AUDITS State of Florida Single Audit Act requirements as outlined in the attached Exhibit “D”, ‘Audit Reports’, are incorporated herein by reference. 14. ENTIRE AGREEMENT This Department Funded 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. --REMAINDER OF PAGE INTENTIONALLY LEFT BLANK-- 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the day and year above written. CITY: STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION: BY: BY: CITY MAYOR DISTRICT SECRETARY ATTEST: ATTEST: (SEAL) CITY CLERK (SEAL) EXECUTIVE SECRETARY LEGAL REVIEW: CITY ATTORNEY DISTRICT CHIEF COUNSEL 13 EXHIBIT “A” SCOPE OF SERVICES PROJECT Limits: FDOT Financial Project Number: 440858-1 and 440858-2 COUNTY: Miami-Dade FDOT Project Manager: Aiah Yassin; Phone: (305) 470- 5485 CITY Project Manager: O. Tom Ruiz _; Phone: 786-279-1260 _City of Miami Gardens is to procure and monitor Design and Construction of a PEDESTRIAN OVERPASS AT NW 199 STREET OVER THE TURNPIKE CONNECTOR ROAD, A PEDESTRIAN BRIDGE OVER NW 199 STREET (COUNTY- OWNED ROAD) AND TWO PEDESTRIAN TUNNELS AT THE NORTH AND SOUTH STADIUM ENTRANCES to connect pedestrians to the Stadium. 1.1 Design and Build Pedestrian Safety Bridge within the existing platted 20 foot utility easements at the east and west side of Florida’s Turnpike Connector Road crossing the Turnpike Connector Road to 199th Street, a pedestrian bridge over NW 199 Street (County road) and two pedestrian tunnels at the north and south entrances in the stadium’s property. Pursuant to mutual consensus the Design-Builder shall be responsible to design and construct the work inclusive of coordination of all underground and above ground utility relocations in concert with Florida Power and Light (FPL), South Florida Waste Management District (SFWMD), Department of Environmental Resources Management (DERM (RER)), Bellsouth, Comcast, etc., and other utility agencies having jurisdiction over the roadways. Strict FDOT requirements must be adhered to during the coordination of the work. Strict storm water mitigation and controls shall be adhered to for the project. 1.2 The work set forth within the bid documents include but not be limited to the furnishing of all labor, materials, equipment, services and incidentals for Planning, Design, Estimating and Budgeting for the work to construct the project complete at the Guaranteed Maximum Price of $17,857,125.00 Not to Exceed. The construction shall include but not be limited to site preparation; FDOT approved landscaping; earthwork; asphalt paving and drainage construction, sidewalk construction; drainage; sod restoration; sign & mapping installation; and pavement marking & signage; bridge sub and super structure; concrete work; precast; miscellaneous metals; protective railings and safe guards; painting and surface coatings; electrical; and plumbing. The project is all inclusive 14 and the Design-Builder shall incorporate all requirements identified in the conceptual drawings and associated detail requirements. The site for the work is identified in the attached exhibit as applicable to this project. The Design-Builder shall thoroughly review the attached documents and validate the required work with the CITY during contract negotiations. It is the intent to include Division I of the Florida Department of Transportation “Standard Specifications for Roads and Bridge Construction”. Further the applicable portions of the City of Miami Gardens Code and Florida Building Code shall apply to the project. Additional Special Provisions, Technical Specifications, and project design documentation that pertain to the pertinent items of construction are also located herein. 1.3 The Work to be performed by the Contractor includes furnishings all materials, labor, tools, equipment, water, light, power, transportation, superintendence, temporary construction of every nature, and all other services and facilities of every nature whatsoever necessary to modify, construct, complete, deliver and place in operation the subject Project as shown on the Drawings and/or as herein described as specified. All Work to be in accordance with the Contract Documents. 1.4 Submit all Design documents (30%, 60%, 90%, and 100%) to the DEPARTMENT for approval, prior to proceeding to the next level of Design works. 1.5 Tasks and Deliverables: - Task #1 : Bidding and Design-Builder Selection Task Description: The City has obtained the preliminary criteria plans for the project. The City shall prepare and solicit bids utilizing a bid package in accordance with state and federal laws and this Agreement. Included in this task are pre-bid meeting(s) in response to bid questions, as needed. Deliverables: Completed bidding and design-build contractor selection as evidenced by: 1) Electronic copy of public notice of advertisement for the bid; 2) electronic access to all inquiries, questions, and comments regarding the bid documents; 3) electronic copy of bid package; 4) written notice of selected contractor; 5) electronic copy of executed contract(s) provided prior to submitting any invoices for the subcontracted work. - Task # 2: Design Plans by Design-Builder Contractor Task Description: The Design-Build Contractor to design project from the design criteria to include City and State requirements. Deliverables: Completed design plans. - 15 - Task # 3: Permitting and Easement Documentation Task Description: The Design-Build Contractor along with the City will draw the documents for the required easements and apply for the required permits. Deliverables: Completed Permits and easements prior to construction. - Task # 4: Project Management (CEI) Task Description: The City procure an engineering consultant to perform project management under the City Engineer or designee, to include construction observation, site meetings with construction contractor(s) and design professionals, and overall project coordination and supervision for the City. Deliverables: Completed project management activities to final closing. - Task # 5: Construction of Project Task Description: The City with the Design-Build Contractor will construct this project in accordance with the final design(s) and required permits. The City’s Project Manager along with the City Engineer will provide the project oversight. - Deliverables: This project will be constructed as described in this task, as evidenced by: 1) Dated color photographs of the construction site(s) prior to, during, and immediately following completion of the construction task; 2) written verification that the City has received record drawings (As-builts) and any required final inspection report(s) for the project; 3) signed acceptance of the completed work by the Engineer; and, 4) signed statement from a Florida Licensed Professional Engineer indicating construction has been completed in accordance with the design other applicable requirements. Task/ Deliverable No. Task or Deliverable Title Budget Amount 1 Bidding and Design-Builder Selection $0 2 Design Plans by Design-Builder Contractor Included with Construction Cost 3 Permitting and Easement Documentation $15,000 4 Project Management (CEI) $ 520,000 5 Construction of Project with Closeout $17,322,125 Total: $17,857,125 16 EXHIBIT “B” FINANCIAL SUMMARY Estimated PROJECT costs and deliverables for reimbursement are below-listed: Reference Section 9 INVOICING AND PROGRESS PAYMENTS of this AGREEMENT for deliverables required for each progress payment. FY 2017 FY2018 FY2019 TOTAL I. TOTAL PROJECT COST: Design Construction (Design- Build) 440858-1-58 $6,000,000.00 $6,000,000.00 440858-2-54 $11,337,125.00 $11,337,125.00 CEI 440858-2-54 $520,000 $520,000.00 TOTAL PROJECT COST (design, permitting, construction and CEI included) 17,857,125.00 Total PROJECT Cost Estimate (Maximum Limiting Amount): $17,857,125.00 17 EXHIBIT “C” RESOLUTION 18 19 20 21 22 EXHIBIT “D” AUDIT REPORTS The administration of resources awarded by the Department to CITY be subject to audits and/or monitoring by the Department, as described in this section. For further guidance, see the Executive Office of the Governor website, which can be found at: www.fssa.state.fl.us . MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, F.S., as revised (see “AUDITS” below), monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope audits as defined by OMB Circular A-133, as revised, and/or other procedures. By entering into this agreement, the recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department staff to CITY regarding such audit. CITY further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department’s Office of Inspector General (OIG) and Florida’s Chief Financial Officer (CFO) or Auditor General. AUDITS PART I: FEDERALLY FUNDED NOT USED PART II: STATE FUNDED Recipients of state funds (i.e. a nonstate entity as defined by Section 215.97(2)(l), Florida Statutes) are to have audits done annually using the following criteria: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $500,000 in any fiscal year, the recipient must have a State single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services and the CFO; and Chapters 10.550 (Local Governmental Entity Audits) or 10.650 (Florida Single Audit Act: Audits Nonprofit and For-profit Organizations), Rules of the Auditor General. EXHIBIT 1 to this Agreement indicates state financial assistance awarded through the Department by this Agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other non-state entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a non-state entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1 of Exhibit “D” of this Agreement, the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. 23 However if the recipient elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the non-state entity’s resources (i.e., the cost of such an audit must be paid from the recipient’s resources obtained from other than State entities). 4. State awards are to be identified using the Catalog of State Financial Assistance (CSFA) title and number, award number and year, and name of the state agency awarding it. PART III: OTHER AUDIT REQUIREMENTS The recipient shall follow up and take corrective action on audit findings. Preparation of a summary schedule of prior year audit findings, including corrective action and current status of the audit findings is required. Current year audit findings require corrective action and status of findings. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the Department, the Department of Financial Services, and the Auditor General. This section does not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official. PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by PART I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A-133, as revised, by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 Email: FDOTSingleAudit@dot.state.fl.us 2. In the event that a copy of the reporting package for an audit required by PART I of this agreement and conducted in accordance with OMB Circular A-133, as revised, is not required to be submitted to the Department for reasons pursuant to section .320 (e)(2), OMB Circular A-133, as revised, the recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipient’s audited schedule of expenditures of Federal awards directly to each of the following: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 Email: FDOTSingleAudit@dot.state.fl.us In addition, pursuant to Section .320 (f), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c), OMB Circular A-133, as revised, and any management letters issued by the auditor, to the Department at each of the following addresses: 24 Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 Email: FDOTSingleAudit@dot.state.fl.us 3. Copies of financial reporting packages required by PART II of this agreement shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 Email: FDOTSingleAudit@dot.state.fl.us B. The Auditor General’s Office at the following address: Auditor General’s Office Room 401, Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450 4. Copies of reports or the management letter required by PART III of this agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the following addresses: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 Email: FDOTSingleAudit@dot.state.fl.us 5. Any reports, management letter, or other information required to be submitted to the Department pursuant to this agreement shall be submitted timely in accordance with OMB Circular A-133, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A-133 or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package. PART V: RECORD RETENTION 1. The recipient shall retain sufficient records demonstrating its compliance with the terms of this agreement for a period of at least five years from the date the audit report is issued, and shall allow the Department, or its designee, the state CFO or Auditor General access to such records upon request. The recipient shall ensure that the independent audit working papers are made available to the Department, or 25 its designee, the state CFO, or Auditor General upon request for a period of at least five years from the date the audit report is issued, unless extended in writing by the Department. EXHIBIT “E” Location Map Pedestrian Bridges(2) and Tunnels(2) Pedestrian Bridges (2) Tunnels (2) 26 EXHIBIT “F” NOTICE OF COMPLETION JOINT PARTICIPATION AGREEMENT Between THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION and the (______), Florida PROJECT DESCRIPTION _____________ FINANCIAL MANAGEMENT ID# ___________ In accordance with the Terms and Conditions of the AGREEMENT, the undersigned hereby provides notification that the work authorized by this AGREEMENT is complete as of ______. (CITY of ________, Florida) By: ________________________ Name: ______________________ Title: _______________________ ENGINEER’S CERTIFICATION OF SUBSTANTIAL COMPLIANCE In accordance with the Terms and Conditions of the AGREEMENT, the undersigned hereby certifies that all work which originally required certification by a Professional Engineer has been completed in substantial compliance with the PROJECT construction plans and specifications. SEAL: By:__________________________, P.E. Name:________________________ Date: _________________________ 27 EXHIBIT 1 STATE FINANCIAL ASSISTANCE (FLORIDA SINGLE AUDIT ACT) THE STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES: Awarding Agency: Florida Department of Transportation State Project Title: LOCAL TRANSPORTATION PROJECTS CSFA Number: 55.039 *Award Amount: $11,857,125 *The award amount may change with supplemental agreements. Specific project information for CSFA Number 55.039 is provided at: https://apps.fldfs.com/fsaa/searchCatalog.aspx COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT: State Project Compliance Requirements for CSFA Number 55.039 are provided at: https://apps.fldfs.com/fsaa/searchCompliance.aspx The State Projects Compliance Supplement is provided at: https://apps.fldfs.com/fsaa/compliance.aspx