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
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MAYOR ROBERT L. VERNON
t
COUNTY
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Water& Sewer
_ Miami -Dade Water and_Sewer Departn lent
P. 0. 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
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• i I •
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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
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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
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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
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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
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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
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"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
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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
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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
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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
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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
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VILLAGE OF KEY BISCAYNE
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VILLAGE OF KEY BISCAYNE
WATER RECLAMATION PROJECT