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HomeMy Public PortalAbout2007-27 Approving Water, Sewer, Reclaimed Water ProjectRESOLUTION NO. 2007-27 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING AGREEMENT BETWEEN MIAMI-DADE COUNTY, FLORIDA, AND THE VILLAGE OF KEY BISCAYNE, FLORIDA, CONCERNING WATER, SEWER Al! D RECLAIMED WATER PROJECT; PROVIDING FOR EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne (the "Village") and Miami -Dade County (the "County") desire to enter into the attached Agreement concerning the Village's pending water, sewer, and reclaimed water project (the "Project"), which includes provisions for County funding assistance to the Village; and WHEREAS, Village Council finds that approval of the Agreement is in the best interest of the Village. NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals. That the recitals stated above are hereby adopted and confirmed. Section 2. Agreement Approved. That the Agreement between the County and the Village concerning the Project is hereby approved, and the Village Manager is hereby authorized to execute the Agreement on behalf of the Village, in substantially the form attached hereto, once approved as to form and legal sufficiency by the Village Attorney. Section 3. Implementation. That the Village Manager is hereby authorized to take all action necessary to cause the implementation of the Agreement and this Resolution. Section 4. Effective Date. That this Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED THIS 12th day of June, 2007. CONCHITA H. ALVAREZ, CMC, VILLAGE CLE APPROVED AS Tq FORM AND LEGAL SUFFICI C VILLAGE ATTQRIE F:\100\103001\Resolutions roving Water, Sewer Reclaimed Water Project.doc 2 MAYOR ROBERT L. 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Box 330316 • 3071 SW 38th Av nue Miami, Florida 33233-t 316 September 25, 2007 T 305-665-; 471 Mr. Genaro Iglesias Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 Re: Agreement for the Provision of Wastewater, Water And Water Reclamation Facilities Dear Mr. Iglesias: miamidadE gov Enclosed is your copy of the fully executed agreement between Miami - Dade County and the Village of Key Biscayne which provides for the construction of water, wastewater and water reclamation facilities to be constructed by the Village and upon completion of those facilities to be owned, operated and maintained by the County. Pursuant to Paragraph 14 of the Agreement, the Village shall submit an invoice in the amount of $500,000 to the County through Miami -Dade Water and Sewer Department which may be used to by the Village to pay the initial invoices from the Village's engineer and/or construction contractor. Thereafter on a monthly basis, the Village shall submit an invoice to the Department for expenses incurred to date for the Projects. The invoices should be addressed as follows: • Miami -Dade Water and Sewer Department Attn: Vladimir Murad, Controller 3071 S. W. 38th Avenue Miami, Florida 33146 Also enclosed is a copy of Resolution No. 984-07 approved by the Board of County Commissioners authorizing the County Mayor to sign the agreement. If you have any questions, please call me at (786) 552-8045. Attachment c: Vladimir Murad Ve4)truly yoursfl Sara Leu Intergovernmental Affairs Manager rte. • • Z. • i I • '� .i rT r BETWEEN MIAMI- D_ADE COUNTY, FLORIDA AND THE VILLAGE OF KEY BISCAYNE, FLORIDA THIS AGREEMENT, made and entered into this ( day of 2007, by and between MIAMI-DADE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY", and the VILLAGE OF KEY BISCAYNE, a municipal corporation of the State of Florida, hereinafter referred to as the "VILLAGE"; WHEREAS, there is a public need for the VILLAGE to construct a sanitary sewage collection system, hereinafter referred to as "the Wastewater Project", to serve those portions of the territory of the Village which do not presently have sanitary sewer service; and WHEREAS, as part of the VILLAGE'S construction of the facilities of the Wastewater Project, the COUNTY desires to replace certain water mains owned by the COUNTY in Wastewater Project Phases 1 through 4, hereinafter referred to as the "Water project" and to install water reclamation mains in Fernwood Road between West Mashta Drive and north of Harbor Drive, hereinafter referred to as the "Water Reclamation Project", and shown on Exhibits "A" and "B" respectively; and WHEREAS, the COUNTY, through its Miami -Dade Water and Sewer Department, hereinafter referred to as the "Department", will assist the VILLAGE in the Water Project and in the Water Reclamation Project by paying a portion of the costs to replace the COUNTY's water mains and will pay for the installation of water reclamation mains; and WHEREAS, the parties recognize that Village has separately obtained a binding contractual commitment of assistance from the COUNTY for the Wastewater Project in the amount of $5.1 -Million Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 1 Dollars under the Building Better Communities Program, and that this Agreement shall not affect or impair that COUNTY assistance; and WHEREAS, the Wastewater Project, Water Project and Water Reclamation Project will each benefit the health, safety and welfare of the citizens of the VILLAGE and of the COUNTY; and WHEREAS, the COUNTY, through the Department, owns, operates and maintains regional wastewater treatment facilities, water facilities, and water reclamation facilities; and WHEREAS, the VILLAGE desires to construct each of the Projects described herein and to appropriately connect to the Department's facilities. NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein, the COUNTY and the VILLAGE hereby agree as follows: 1. PROJECT SCOPE A. The scope of the Water Project, Water Reclamation Project and Wastewater Project shall be set forth on plans and specifications prepared by the consulting engineer for. the VILLAGE and approved by the Department, including any change orders to said plans. The VILLAGE, at its own cost and expense, except as otherwise described herein, may cause to be designed, constructed and installed, the Water Project, Water Reclamation Project and the Wastewater Project (individually each is referred to as a "Project", and are collectively referred to as the "Projects"), including any and all water mains, water reclamation mains, valves, hydrants, services, gravity sewer mains, force mains, pumping stations and all appurtenances. The final design of the Water Project, Water Reclamation Project and the Wastewater Project shall be subject to approval of the Department. The design and construction of facilities to be conveyed or leased by the VILLAGE to the COUNTY shall conform to the COUNTY's standards. B. The COUNTY shall have the right but not the obligation to make engineering inspections of all the construction work performed by the VILLAGE under the terms of this contract. Such Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 2 inspections shall not be construed to constitute any guarantee on the part of the COUNTY nor shall it reliev the VILLAGE of any responsibility as to the quality and condition of materials and workmanship. An r inspections by the COUNTY shall not relieve the VILLAGE of any responsibility for proper construction o said facilities in accordance with approved plans and specifications. During construction, and at the timi when various tests are required, the COUNTY's engineer or its authorized representative, together with the VILLAGE'S engineer and contractor, shall jointly be present to witness tests for determination o conformance with approved plans and specifications. The VILLAGE shall provide written notice to thf COUNTY a minimum of forty-eight (48) hours in advance of the tests. In the event that the COUNTY. engineer or its authorized representative shall not appear at the date and time set forth in the notice, then the tests may be conducted as scheduled; provided, however, if the COUNTY shall have provided the VILLAGE with a list of required inspections, then such inspections shall be mandatory and shall not be conducted unless the COUNTY's engineer is present. The COUNTY reserves the right to schedule construction meetings with the VIlLAGE at a place designated by the COUNTY with respect to construction related matters upon twenty-four (24) hours notice. 2. PERMITS AND APPROVALS The VILLAGE shall be fully responsible for obtaining all required approvals from all appropriate governmental and regulatory agencies and all necessary permits for all facilities contemplated to be constructed in this contract. Certain federal, state and county agencies, including but not limited to the State of Florida Department of Transportation, the South Florida Water Management District and U.S. Army Corps of Engineers, may require that the COUNTY be named as permittee on such permits. In such event, the VILLAGE or the VILLAGE' s contractor shall provide sufficient and reasonable security as may be acceptable to the COUNTY which shall indemnify and protect the COUNTY from all claims, actions, judgments, liability, loss, cost and expense, including reasonable attorney's fees, related to work performed by the VILLAGE pursuant to such permits. The security, in a form Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 3 reasonably acceptable to the COUNTY and the VILLAGE, shall be furnished prior to the start of construction and shall be in an amount equal to the COUNTY's cost estimate for the permit work or other such amount as may be acceptable to the COUNTY and the VILLAGE. In the event of any claims from a permittor, the VILLAGE shall have or be allowed sixty (60) days to resolve said claims. Otherwise, the COUNTY, after ten (10) days written notice to the VILLAGE, shall be entitled to pay said claims from the security. The VILLAGE or its contractor shall be liable for all costs in excess of the security. 3. EASEMENTS AND DEEDS If the Projects or any portion thereof are installed within private property outside of public right-of-way, the facilities shall be installed in the center of a fifteen (15') foot wide easement. If the facilities are not located in platted easements or other dedicated rights -of - way, the VILLAGE shall obtain easements in favor of the COUNTY and the VILLAGE from the owner of the private properties prior to the provision of water, wastewater or water reclamation .service. If any wastewater pumping station facilities are installed outside of public rights -of -way, the station shall be installed- within millimum4hir y-(30?). foot -by -thirty {-30) foot site. The VILLAGE -shall obtain. a warranty deed in favor of the COUNTY from the owner of the property of the wastewater pumping station site prior to the provision of sanitary sewer service. Granting of all easements .and warranty deeds shall be by separate instruments in recordable form as approved by the COUNTY and the VILLAGE and shall be accompanied by a written opinion of title by an attorney licensed to practice law in the State of Florida which states that the owner of the property interest is conveying said interest subject only to such liens, encumbrances and restrictions as are acceptable to the VILLAGE and the COUNTY. For easements, the opinion shall also state that upon execution by the property owner, a valid and enforceable easement will be vested in the VILLAGE and the COUNTY. VILLAGE may elect to provide for each of the above referenced deeds and easements to have the COUNTY as the sole grantee. 4. CONVEYANCE OF WASTEWATER PROJECT Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 4 A. (1) Following completion of the Wastewater Project, all conveyance documents, i proper form acceptable to the COUNTY, shall be provided by the COUNTY for execution by the VILLAGI , VILLAGE'S contractor and any property owners, as applicable. This shall include any lease, releases of lier , grants of easement and warranty deeds. Subject to the terms of the lease, which (if determined to be used b; Village to assist VILLAGE in f nancing of the Wastewater Project), shall be similar to that attached hereto a Exhibit "C" (the "Lease"), the VILLAGE shall be the owner of the wastewater facilities during the period if any, of said Lease. The Lease shall commence on the date the Department provides its fina approval of the completed Wastewater Project and receives all properly executed conveyance documents other than the Bill of Sale . On the date that the Lease, if applicable, terminates and the VILLAGI completes all applicable loan repayments or financing obligations for the Wastewater Project, as described it Paragraph 6 hereinafter, or such earlier date that the VILLAGE is lawfully able to do so, the VILLAGE shall convey to the COUNTY the wastewater facilities by Bill of Sale, similar to that attached hereto a. Exhibit - "]Y . When sold —to- the COUNTY, and -after- - a bill- of -sale is executed --by- the- VILLA -GE, the wastewater facilities shall then be under the sole, complete, and exclusive control and operation of COUNTY. (2) All documents, except the Bill of Sale (if a Lease approach is utilized), must be properly executed, delivered to, and accepted by the COUNTY prior to the rendition of wastewater (sanitary sewer) service by the COUNTY. The Lease, if used, shall be accompanied by copies of paid bills and lien waivers, releases, or satisfactions from all persons who performed work and from all persons who incorporate materials into the Wastewater Project, together with a breakdown of the actual cost of said facilities. Concurrently, the VILLAGE shall furnish the COUNTY with one (1) set of Mylar as -built drawings of all facilities showing specific locations and depths among other things, as located by a licensed surveyor, along with four (4) prints of the as -built drawings which have been sealed by a surveyor and certified Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 5 by the engineer of record. Approval by the COUNTY of all required documents, drawings and surveys specified herein shall constitute final approval by the COUNTY of said facilities under the Lease; if applicable, and for the subsequent transfer to the COUNTY. During the period of the Lease, if said Lease is utilized , and effective immediately after final Department approval of the completed Wastewater Project, but prior to final transfer of the Wastewater Project facilities to the COUNTY, the completed Wastewater Project shall at all times remain the property or facility of the VILLAGE, but shall be under the exclusive control and operation of the COUNTY pursuant to the Lease, if applicable. In the event that a Lease is not entered into between the parties, the Wastewater Project shall, upon completion, be conveyed to the COUNTY by Bill of Sale in the same manner by which the Water and Water reclamation projects are conveyed to the COUNTY herein below. B. CONVEYANCE OF WATER PROJECT AN]) WATER RECLAMATION PROJECT Following completion of the Water Project and the Water reclamation Project, the VILLAGE shall convey to the QOUNTY; by -properly ex-ecutedBill--of Sale; -all -of its -right, title and -interest- in-the.water- and water. reclamation facilities constructed and/or replaced by the VILLAGE and appropriate easements for the operation and maintenance of such facilities. Following the COUNTY's acceptance of the Bill of Sale, the water and water reclamation facilities shall be under the sole, complete and exclusive control and operation of the COUNTY. The Bill of Sale for the water and water reclamation facilities shall be accompanied by copies of paid bills and lien waivers, releases, or satisfactions from all persons who performed work and from all persons who incorporate materials into the projects, together with a breakdown of the actual cost of said facilities. In addition, the VILLAGE, directly or through the VILLAGE's contractor shall deliver to the COUNTY an executed maintenance bond, or other assurance acceptable to the COUNTY, which guarantees a one-year warranty period, as further detailed below in Paragraph 5. Concurrently, the VILLAGE shall furnish the COUNTY with one (1) set of Mylar as -built drawings of all facilities showing Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 6 specific locations and depths among other things, as located by a licensed surveyor, along with four (4; prints .of the as -built drawings which have been sealed by a surveyor and certified by the_engineer of recorc along with the electronic file in the Department's latest version of Autocad. Approval by the COUNTY of all required documents, drawings and surveys specified herein shall constitute final approval by the COUNTY of said water and water reclamation facilities. 5. MAINTENANCE BOND The VILLAGE is constructing each of the Projects and is subsequently transferring the same to the COUNTY. The VILLAGE warrants that the facilities to be conveyed to the COUNTY shall be free from defects in materials and workmanship for a period of one (1) year from final acceptance by the COUNTY. Since the COUNTY is obligated to maintain the facilities simultaneously with the conveyance or lease of the wastewater facilities, and the COUNTY is obligated to maintain the water and water reclamation facilities simultaneously with their conveyance, the VILLAGE, directly or through the VILLAGE's contractor, shall deliver to the COUNTY an executed maintenance bond, or other assurance acceptableo the C-OUNTY, which guarantees the warranty described in this- paragraph. If it becomes necessary to repair and replace any of the facilities during the initial one (1) year period, then the warranty as to those items repaired and replaced shall continue to remain in effect for an additional period of one (1) year from the date of final acceptance by the COUNTY of those repairs and/or replacement. The bond or other assurance shall be in the amount equal to fifty percent (50%) of the actual construction cost, including labor and materials, of said facilities. The bond shall have as the surety thereon only such surety company as is acceptable to the COUNTY and which is authorized to write bonds of such character and amount under the laws of the State of Florida. A surety company must have a Best's Key Rating Guide General Policyholder's Rating of "A" or better and a Financial Category of Class "V" or better. The attorney -in -fact or other officer who signs a bond must file with such bond a certified copy of his power -of - attorney authorizing him to do so. The maintenance bond may be written with the VILLAGE's contractor as Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 7 "Principal" and the VILLAGE and the COUNTY as "Co -obligee" or the COUNTY as sole "Obligee", whichever is preferred by the VILLAGE. In the alternative, at the VILLAGE' S option, the VILLAGE may be named as "Principal" and the COUNTY as "Obligee", if authorized by law. The maintenance bond shall remain in force for one (1) year following the date of acceptance by the COUNTY of the Project to protect the COUNTY against losses resulting from any and all defects in materials or improper performance. Upon demand by the COUNTY, the VILLAGE shall cause to be corrected all such defects which are discovered, or the COUNTY, after sixty (60) days written notice to the VILLAGE, may make such repairs and replacements of defective work and materials and the VILLAGE and its surety or the VILLAGE'S contractor and its surety, as applicable, shall be liable to the COUNTY for all costs arising therefrom. The VILLAGE also warrants that it shall be solely responsible to COUNTY for the repair of any damages to said facilities which are caused by persons in its employment. This shall not relieve any contractor or other person of its responsibilities. b: VILLAGE -FINANCING OF- A-STEWATER ¥RQJECT. The VILLAGE shall be responsible to apply for and receive funding from the State of Florida ("State") revolving fund loan program and/or other sources of financing which may be determined by VILLAGE to be necessary for the Wastewater Project, and to subsequently enter into any appropriate agreement with the State and/ or other entities in order to secure any necessary Wastewater Project funding. The VII.J.,AGE hereby recognizes that an agreement, if any, with the State may require loan repayments to the State for a period not to exceed twenty (20) years. The VILLAGE agrees that the COUNTY shall not be responsible for loan repayments which are the subject of any agreement between the VILLAGE and the State or between the VILLAGE and any other entity regardless of any Lease or conveyance of the Wastewater Project to the COUNTY, unless expressly provided by other written COUNTY- VILLAGE agreement. 7. VILLAGE AND COUNTY UNDERSTANDING AND INDEMNIFICATION Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 8 A. The COUNTY and the VILLAGE acknowledge and agree that a condition precedent ll g . . to all obligations . contained in this Agreement,. except the oblig_ation of _the VILLAGE tc indemnify the COUNTY, is that all necessary funds to cover construction costs for the Water Project and Water Reclamation Projects are provided or committed to be provided by the COUNTY, and that all necessary funds to cover the construction costs for the Wastewater Project and repay any applicable VILLAGE- third party loans are,the responsibility of the VILLAGE, unless otherwise expressly provided. B. The VILLAGE agrees to indemnify and save harmless forever, the COUNTY, its officers, agents and employees from all claims, liability, actions, loss, cost and -expense, including attorney's fees, which may be 'sustained by the COUNTY, its officers, agents, and employees due to, caused by, or arising from the negligence of the VILLAGE, its officers, employees and agents in connection with the performance of this Agreement. The VILLAGE agrees to defend against any claims brought or actions filed against the COUNTY, its officers, agents and employees in connection with the subject of the indemnities contained herein. - C. The COUNTY agrees to indemnify and save harmless forever, the VILLAGE, its officers, agents and employees from all claims, liability, loss, cost and expense, including attorney's fees, which may be sustained by the VILLAGE, its officers, agents and employees due to, caused by, or arising from the negligence of the COUNTY in the performance of this Agreement. The COUNTY agrees to 'defend against any claims brought or actions filed against the VILLAGE, its officers, agents and employees in connection with the subject of the indemnities contained herein. .. _ D. _. _ Notwithstanding paragraph (B). and .(C) .above, nothing_ contained .herein .shall create _any___ liability of the COUNTY or VILLAGE beyond the scope of Section 768.28, Florida Statutes, and the monetary limits thereof, as currently in effect or as lawfully amended in the future. The parties intend that the monetary limits. of Sec. 768.28 (5), Florida Statutes, shall apply to paragraphs (B) and (C) above, Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 9 regardless of whether or not said monetary limits would otherwise apply. 8. NON -ASSIGNABILITY No .rights pursuant to this Agreement shall be assignable :by. the VILLAGE unless the COUNTY agrees in writing. 9. TERM This contract shall be and remain in full force and effect indefinitely, and for at least the duration of the completion and conveyance of the Projects, until and unless expressly cancelled or terminated by a subsequent agreement duly executed by the COUNTY and the VILLAGE. 10. NOTICE All notices required pursuant to this Agreement shall be properly given if mailed by United States registered or certified mail addressed to the party to whichnotice is to be given at the following respective addresses: Village of Key Biscayne 88 W. McIntyre Street Key Biscayne, Florida 33149 Attention: Village Manager Miami -Dade County. -c/o-Miami.mDade W-ater-anti Sewer -Department 3071 S.W. 38th Avenue, Suite 502 Miami, Florida 33146 Attention: Director 11. WASTEWATER CUSTOMER RESPONSIBILITIES The VILLAGE recognizes and agrees that the individual sanitary sewer customers served by the COUNTY within the VILLAGE will be charged the COUNTY's standard sewer connection charges in effect at the time service is received. Thereafter, individual customers will be billed directly by the COUNTY for monthly and/or quarterly service charges at rates in effect at the time service is rendered. .WATER- PROJECT FUNDING ASSISTANCE • -Yri -considerations -of - the-VIi,LAGE's- construction of the Water Project, the COUNTY herein agrees to provide funding assistance for the design and construction of the needed improvements. It is expressly understood that the COUNTY shall not be responsible for any costs in excess of $6,000,000 incurred in the construction of the Water Project, unless. an amendment to this Agreement is approved by the COUNTY, Following submittal by the VILLAGE to Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 10 the COUNTY of each invoice, including all necessary supportive documentation, from the VILLAGE' ; design consultant and/or contractor, the COUNTY shall reimburse the VILLAGE for the amount properl_ • specified on each invoice, within sixty (60) days of receipt of the proper invoice. 13. WATER RECLAMATION PROJECT FUNDING A. In consideration of the VILLAGE's design and construction of the Water Reclamation Project, the COUNTY herein agrees to fund the actual cost for the design, construction and construction management of the water reclamation facilities, estimated to cost One Million Seven Hundred Thousand Dollars ($1,700,000). It is expressly understood that the COUNTY shall not be responsible for any costs in excess of Two Million Dollars ($2,000,000) incurred in the construction of the Water Reclamation Project, unless an amendment to this Agreement is approved by the COUNTY. Following submittal by the VILLAGE to the COUNTY of each invoice, including all necessary supportive documentation, from the VILLAGE's design consultant and/ or contractor, the COUNTY shall reimburse the VILLAGE for the amount specified on each invoice, within sixty (60) days of receipt of the proper invoice. In the event that the Water Reclamation Project is cancelled by the COUNTY, the COUNTY will reimburse the VILLAGE for all costs expended to date. The COUNTY agrees not to cancel the Water Reclamation Project once the VILLAGE notifies the COUNTY that the VILLAGE has determined to award--a--contract -for construction -of -the Water -Reclamation- • Project or -that -the- VILLAGE--Iias• -determined to enter into a change order or amendment with VILLAGE'S Wastewater Project contractor for inclusion of the Water Reclamation Project work, as authorized by VILLAGE'S Wastewater Project bid specifications. B. The VILLAGE agrees to accept and utilize re -use water in lieu of potable water, to the extent the use for which the COUNTY is offering such re -use water is permitted by law. - 14. INVOICING Upon execution by both parities of this Agreement, the- VILLAGE will submit an_ invoice to the COUNTY in the amount of Two Hundred Fifty Thousand ($250,000) for the Water Project and Two Hundred Fifty Thousand ($250,000) for the Water Reclamation Project, for a total of Five Hundred Thousand ($500,000), which will be held by the VILLAGE to be used to reduce the _- CflCJNTY's final payments to. the VILLAGE and may be used by the VILLAGE to pay the initial. invoices from the VILLAGE's engineer and/or construction contractor. Thereafter, on a monthly basis, the VILLAGE shall submit an invoice to the COUNTY for expenses incurred to date for the Water and Water Reclamation Projects for actual costs incurred by the VILLAGE for the design and/or installation costs associated with the Projects. The COUNTY shall reimburse the VILLAGE for the costs to design and Village of Key Biscayne 11 Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 construct the Water and Water Reclamation Projects, including, but not limited to labor, materials, supplies, permit fees, vehicles, fringe benefits, overhead, consultant and independent contractor costs and other related costs, including the costs of the maintenance bonds and other security required by this Agreement, as appropriate. The COUNTY shall make full payments to the VILLAGE within sixty (60) days from each invoice date. 15. GENERAL A. Nothing expressed or implied herein is intended or shall be construed to confer upon or to give any person, firm, corporation or other entity other than the parties hereto, any right, remedy or claim under or by reason of this Agreement or by reason of any term, covenant, condition, promise and agreement contained herein and this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns No third -party beneficiary rights are intended or implied. B. This Agreement has been duly authorized, executed and delivered by each party hereto and constitutes a legal, valid and binding obligation of each enforceable against the other in accordance with its terms. If any part of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby. C. This document embodies the entire agreement and understanding between the parties hereto, and, except as expressly recognized herein, any other agreements and understandings, whether verbal or written, with reference to the subject matter of this Agreement are merged herein or superceded hereby. That certain Agreement of October 15, 1998, between the parties, which concerned the Wastewater Project, is hereby terminated and superceded. No alterative change or modifications of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. D. The VILLAGE agrees that it shall fully comply with all requirements of Miami -Dade County - Codes 2-8.2.10., 10-33.02, 2-10.4.01, 2-11.16 , 2-11.15, as may be applicable, and all other ordinances or resolutions governing use of COUNTY funds, and shall ensure that all contracts entered into by the VILLAGE shall comply with such requirements, to the extent applicable. The COUNTY shall procure design and construction services in a manner consistent with state law, and shall ensure that all contractors are bonded and paid in accordance with the provisions of state law. E. The Miami -Dade County Inspector General may, on a random basis, perform audits on this Agreement throughout the duration of said Agreement (hereinafter "random audits"). This random Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 12 audit is separate and distinct from any other audit by the COUNTY. The IG shall have the power to retai and coordinate the services of an Independent Private Sector Inspector General (IPSIG) who may b -- - - ----- - - - - - - - - - - - - -- - -- - - - --- -- - - - -- - -- --- engaged to perform said random audits, as well as audit, investigate, monitor, oversee, inspect, and revieI t the operations, activities and performance and procurement process including, but not limited to, projec design, establishment of bid specifications, bid submittals, activities of the VILLAGE and contractor an+ their respective officers, agents and employees, lobbyists, subcontractors, materialmen, staff and electei officials in order to ensure compliance with contract specifications and detect corruption and fraud. The I( shall have the power to subpoena witnesses, administer oaths and require the production of records. Upoi ten (10) days written notice to the VILLAGE (and any affected contractor and materialman) from 1G, th VILLAGE (and any affected contractor and materialman) shall make all requested records and doctunent; available to the 1G for inspection and copying. The IG shall have the power to report and/or recommend to the Board whether a particular projecl , program, contract or transaction is or was necessary and, if deemed necessary, whether the method used fo implementing the project or program is or was efficient both financially and operationally. Monitoring of ai existing project or program may include reporting whether the project is on time, within budget and v . conformity with plans, specifications, and applicable law. The IG shall have the power to analyze the nee( for, and reasonableness -of; pr-oposed -change- orders: - - The IG is authorized to investigate any alleged violation by a contractor of its Code of Business Ethics, pursuant Miami -Dade County Code Section 2-8.1. The provisions in this section shall apply to the VILLLAGE, its contractors and their respective officers, agents and employees. The VILLAGE shat: incorporate the provisions in this section in all contracts and all other agreements executed by its contractors in connection with the performance of this agreement. Any rights that the COUNTY has under this section shall not be the basis for any liability to accrue to the COUNTY from the VILLAGE, its contractors or third parties- for such monitoring or investigation or for the failure to have conducted such monitoring ox investigation and the county shall have no obligation to exercise any of its rights for the benefit of the VILLAGE. Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 13 IN WITNESS WI-TFREOF, the parties hereto have caused this instrument to be executed in their --names- and their .seals - affixed- hereto and to said .duplicate- by---.their--respective .officers .thereunto .duly authorized, all as of the day and year hereinbefore written. MIAMI-DADE COUNTY, FLORIDA ATTEST: a rea 1�1 Mlv . ATTEST: Village Clerk Approved as to Form and Legal Sufficiency: Village of Key Biscayne Agreement for Water, Sewer and Water Reclamation Projects June 5, 2007 THE VILLAGE OF KEY BISCAYNE V1 a Manage CMAiftName A�zien�le2. Pn [ed Approved as to Form and Legal Sufficiency: 14 .►^' /4 i i IZ- 6tii -- 111 NDWASD PS -131 U O S C 4/ 9 Y ti F 4, HARBOR DR f SEA VIEW DR GRAPE1REE LEGEND • EXISTING MDWASD PUMP STATION Q PROPOSED PUMP STATION ZONE 1 ZONE 2/3 ZONE 4 VILLAGE OF KEY BISCAYNE SANITARY SEWER SYSTEM AM WATER SYSTEM IMPROVEMENTS KEY MAP EXHIBIT B ,RBOR HA`BDR T NSET R HARE' CIR - �•• Proposed Line Phase 1 Protected Initial End Users d Projected Initial Single Home Users ' CO Key Biscayne Municipality 8 YRR S5 C RANWOOD - cp GREENWOOD D + N 1MCII ET W ENID DR 2 • 2 u z 1 z W EAT ER I R 0. a 0 a C C a a a n 6 D a 0 a a 12" EAST DR 0 FO cd k7 HEATER D Green Park a f a a a MCI 5T School C U MAS AD a a a d ° o a 013 O 0 a c a we$ n ° 12" a D n a a ° a G a a a a ENID DR GALEN DR SUNRISE DR a 0 z E ENID DR E W0 41 000 DRS ISLAND DR 00 a 13 KNOLI-N►�'D CN'E FLORIDA DR Ocean . Condom S' USRO CLUB DR:... VILLAGE OF KEY BISCAYNE WATER RECLAMATION PROJECT