HomeMy Public PortalAbout1994-41 South Florida Water Management District AgreementRESOLUTION NO. 94-41
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO
ENTER INTO A COOPERATIVE AGREEMENT, ON BEHALF
OF THE VILLAGE, WITH THE SOUTH FLORIDA WATER
MANAGEMENT DISTRICT, FOR STORMWATER RETROFIT
PROJECT (CONTRACT NO. C-6109); PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the Village submitted a proposal in response to the
South Florida Water Management District's solicitation for
stormwater management cooperative cost -share agreements; and
WHEREAS, the Governing Body of the South Florida Water
Management District, at its October 1994 meeting, authorized
entering into such an agreement with the Village;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY
BISCAYNE AS FOLLOWS:
Section 1. That the Village Manager is hereby authorized to
enter into a cooperative agreement, attached as Exhibit A, on behalf
of the Village, with the South Florida Water Management District,
for a stormwater retrofit project (Contract No. C-6109).
Section 2. This resolution shall take effect immediately upon
adoption.
PASSED AND ADOPTED this 15th day of November , 1994.
3 ( 07‘..-.
R JOHN F. FESTA
ATTEST:
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1�dG
G IDO H. UANZO, JR., VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
RICItARD J. WEISS, VILLAGE ATTORNEY
EXHIBIT A
ORIGINAL
C-6109
COOPERATIVE AGREEMENT
BETWEEN THE
SOUTH FLORIDA WATER MANAGEMENT DISTRICT
AND THE
VILLAGE OF KEY BISCAYNE, FLORIDA
This AGREEMENT is entered into on , 1994, between "the Parties,"
the South Florida Water Management District, a public corporation of the State of Florida
("the DISTRICT"), and the Village of Key Biscayne, Florida, a political subdivision of the
State of Florida ("the VILLAGE").
WITNESSETH THAT:
WHEREAS, the DISTRICT is a public corporation of the State of Florida, created by the
Florida Legislature and given those powers and responsibilities enumerated in Chapter 373,
Florida Statutes to include entering into contracts with public agencies, private corporations
or other persons; and
WHEREAS, the DISTRICT desires to provide funding to assist the VILLAGE with a
stormwater outfall system retrofit; and
WHEREAS, the DISTRICT has funds in its current fiscal year budget (1994-1995), which
are available for its funding of this AGREEMENT; and
WHEREAS, the VILLAGE warrants and represents that it has no obligation or indebtedness
that would impair its ability to fulfill the terms and conditions of this AGREEMENT; and
WHEREAS, the VILLAGE has submitted a proposal in response to the DISTRICT'S
solicitation for stormwater management cooperative cost -share agreements by Request for
Proposals opened on May 11, 1994; and
WHEREAS, the Governing Board of the DISTRICT, at its October 1994 meeting, has
authorized entering into -this AGREEMENT with the VILLAGE;
NOW THEREFORE, the DISTRICT and the VILLAGE, in consideration of the mutual
benefits flowing from each to the other, do hereby agree as follows:
Contract No. C-6109 - Page 1 of 9.
ARTICLE 1 - STATEMENT OF WORK
1.1
The VILLAGE shall, to the satisfaction of the DISTRICT, fully and timely perform
all work items described in the "Statement of Work," attached hereto as Exhibit "A,"
and made a part of this AGREEMENT.
1.2 As part of the services to be provided by the VILLAGE under this AGREEMENT,
the VILLAGE shall substantiate, in whatever forum reasonably requested by the
DISTRICT, such as, the methodology, scientific theories, data, reference materials,
research notes, any work completed by assistants, models, concepts, analytical
theories, computer programs and conclusions utilized as the basis for the final work
product required by this AGREEMENT. These additional services are subject to
AGREEMENT amendment for fair consideration. This paragraph shall survive the
expiration or termination of this AGREEMENT.
ARTICLE 2 - TERM OF THE AGREEMENT
2.1 The period of performance of this AGREEMENT shall commence on the date of
execution and terminate on September 30, 1995.
2.2 The parties agree that time is of the essence in the performance of each and every
obligation under this AGREEMENT.
ARTICLE 3 - COMPENSATION/CONSIDERATION
3.1 As consideration for providing the services required by this AGREEMENT, the
DISTRICT shall pay the VILLAGE an amount not to exceed One Hundred Sixty Six
Thousand Six Hundred Eighty -One Dollars and No Cents ($166,681.00), as specified
in Exhibit "A." Such amount includes travel and other expenses which the
VILLAGE may or may not incur and therefore no additional consideration shall be
authorized. The total amount of consideration for this AGREEMENT shall not
exceed One Hundred Sixty Six Thousand Six Hundred Eighty -One Dollars and No
Cents ($166,681.00).
3.2 The VILLAGE anticipates a total project cost of Four Hundred Sixteen Thousand
Seven Hundred Three Dollars and No Cents ($416,703.00), with the balance of cost
sharing funds to be obtained from the VII.,LAGE. In the event such funding
becomes unavailable, that shall be good and sufficient cause for the DISTRICT to
terminate the AGREEMENT pursuant to Paragraph 7.2 below.
Contract No. C-6109 - Page 2 of 9
ARTICLE 4 - INVOICING AND PAYMENT
4.1 The VILLAGE'S invoice shall reference the DISTRICT'S Contract Number C-6109
and shall be sent to the following address:
South Florida Water Management District
Attn: Division of Procurement and Contract Administration
P.O. Box 24680
3301 Gun Club Road
West Palm Beach, FL 33416-4680
The VILLAGE should not submit the invoice to any other address at the
DISTRICT.
4.2 The VILLAGE shall submit one invoice, upon completion of all required
deliverables, pursuant to the schedule outlined in the Statement of Work, attached as
Exhibit "A".
4.3 The DISTRICT shall pay the full amount of the invoice within thirty (30) days of
receipt and acceptance, provided the VILLAGE has performed the work according
to the terms and conditions of this AGREEMENT. However, failure by the
VILLAGE to follow the foregoing instructions shall result in an unavoidable delay
of payment by the DISTRICT.
ARTICLE 5 - PROJECT MANAGEMENT/NOTICE
5.1 The Project Manager for the DISTRICT is Tom Singleton, at 1550 Madruga
Avenue, Suite 412, Coral Gables, Florida 33146, telephone (305) 669-6944. The
Project Manager for the VILLAGE is Sam Kissinger, at 85 West McIntyre Street,
Key Biscayne, Florida 33149, telephone (305) 365-5514. The parties shall direct all
matters arising in connection with the performance of this AGREEMENT, other than
invoices and notices, to the attention of the Project Managers for attempted resolution
or action. The Project Managers shall be responsible for overall coordination and
oversight relating to the performance of this AGREEMENT.
5.2 All notices, demands, or other communications to the VILLAGE under this
AGREEMENT shall be in writing and shall be deemed received if sent by certified
mail, return receipt requested, to:
The Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
Contract No. C-6109 - Page 3 of 9
All notices to the DISTRICT under this AGREEMENT shall be in writing and
sent by certified mail to:
South Florida Water Management District
Attn: Division of Procurement and Contract Administration
3301 Gun Club Road
P. 0. Box 24680
West Palm Beach, FL 33416-4680
The VILLAGE shall also provide a copy of all notices to the DISTRICT'S Project
Manager. All notices required by this AGREEMENT shall be considered delivered
upon receipt. Should either party change its address, written notice of such new
address shall promptly be sent to the other party.
All correspondence to the DISTRICT under this AGREEMENT shall reference the
DISTRICT'S Contract Number C-6109.
ARTICLE 6 - INDEMNIFICATION
6.1 The VILLAGE assumes any and all risks of personal injury, bodily injury and
property damage, including expenses, costs and attorney fees, attributable to the
negligent acts or omissions of the VILLAGE and the officers, employees, servants,
and agents thereof. The VILLAGE, as a state agency, warrants and represents that
it is self -funded for liability insurance, or has liability insurance, both public and
property, with such protection being applicable to the VILLAGE officers,
employees, servants and agents while acting within the scope of their employment
with the VILLAGE. The VILLAGE and the DISTRICT further agree that nothing
contained herein shall be construed or interpreted as (1) denying to either party any
remedy or defense available to such party under the laws of the State of Florida; (2)
the consent of the State of Florida or its agents and agencies to be sued; or (3) a
waiver of sovereign immunity of the State of Florida beyond the waiver provided in
Section 768.28, Florida Statutes.
ARTICLE 7 - 'TERMINATION/REMEDIES
7.1 If either party fails to fulfill its obligations under this AGREEMENT in a timely and
proper manner, the other party shall have the right to terminate this AGREEMENT
by giving written notice of any deficiency. The party in default shall then have ten
(10) calendar days from receipt of notice to correct the deficiency. If the defaulting
party fails to correct the deficiency within this time, this AGREEMENT shall
terminate at the expiration of the ten (10) day time period.
Contract No. C-6109 - Page 4 of 9
7.2 Either party may terminate this AGREEMENT at any time for convenience upon
thirty (30) calendar days prior written notice to the other party. In the event of
termination, the DISTRICT shall compensate the VILLAGE for all authorized work
performed through the termination date. The DISTRICT may withhold all payments
to the VILLAGE for such work until such time as the DISTRICT determines the
exact amount due to the VILLAGE.
7.3 If either party initiates legal action, including appeals, to enforce this
AGREEMENT, the prevailing party shall be entitled to recover a reasonable
attorney's fee, based upon the fair market value of the services provided.
7.4 In the event a dispute arises which the project managers cannot resolve between
themselves, the parties shall have the option to submit to nonbinding mediation. The
mediator or mediators shall be impartial, shall be selected by the parties, and the cost
of the mediation shall be borne equally by the parties. The mediation process shall
be confidential to the extent permitted by law.
ARTICLE 8 - RECORDS RETENTION/OWNERSHIP
8.1 The VILLAGE shall maintain records and the DISTRICT shall have inspection and
audit rights as follows:
A. Maintenance of Records: The VILLAGE shall maintain all financial and non-
financial records and reports directly or indirectly related to the negotiation or
performance of this AGREEMENT including supporting documentation for any
service rates, expenses, research or reports. Such records shall be maintained and
made available for inspection for a period of five years from completing performance
and receiving final payment under this AGREEMENT.
B. Examination of Records: The DISTRICT or its designated agent shall have the
right to examine in accordance with generally accepted governmental auditing
standards all records directly or indirectly related to this AGREEMENT. Such
examination may be made only within five years from the date of final payment
under this AGREEMENT and upon reasonable notice, time and place.
Records which relate to any litigation, appeals or settlements of claims arising from
performance under this AGREEMENT shall be made available until a final
disposition has been made of such litigation, appeals or claims.
ARTICLE 9 - STANDARDS OF COMPLIANCE
9.1 The VILLAGE, its employees, subcontractors or assigns, shall comply with all
Contract No. C-6109 - Page 5 of 9
applicable federal, state, and local laws and regulations relating to the performance
of this AGREEMENT. The DISTRICT undertakes no duty to ensure such
compliance, but will attempt to advise the VILLAGE, upon request, as to any such
laws of which it has present knowledge.
9.2 The laws of the State of Florida shall govern all aspects of this AGREEMENT. In
the event it is necessary for either party to initiate legal action regarding this
AGREEMENT, venue shall be in the Fifteenth Judicial Circuit for claims under state
law and in the Southern District of Florida for any claims which are justiciable in
federal court.
9.3 The VILLAGE shall allow public access to all project documents and materials in
accordance with the provisions of Chapter 119, Florida Statutes. Should the
VILLAGE assert any exemptions to the requirements of Chapter 119 and related
Statutes, the burden of establishing such exemption, by way of injunctive or other
relief as provided by law, shall be upon the VILLAGE.
9.4 Pursuant to Section 216.347, F. S. , the VILLAGE is prohibited from the expenditure
of any funds under this AGREEMENT to lobby the Legislature, the judicial branch,
or another state agency.
9.5 The VILLAGE shall obtain, at its sole expense, all necessary licenses, authorizations
and permits from the appropriate private party or federal, state, municipal or local
agency, and other governmental approvals, prior to commencing performance of this
AGREEMENT.
9.6 The VILLAGE hereby assures that no person shall be excluded on the grounds of
race, color, creed, national origin, handicap, age, or sex, from participation in,
denied the benefits of, or be otherwise subjected to discrimination in any activity
under this AGREEMENT. The VILLAGE shall take all measures necessary to
effectuate these assurances.
ARTICLE 10 - RELATIONSHIP BETWEEN THE PARTIES
10.1 The VILLAGE is an independent contractor and is not an employee or agent of the
DISTRICT. Nothing in this AGREEMENT shall be interpreted to establish any
relationship other than that of an independent contractor, between the DISTRICT and
the VILLAGE, its employees, agents, subcontractors, or assigns, during or after the
performance of this AGREEMENT. The VILLAGE is free to provide similar
services for others.
10.2 The VILLAGE shall not assign, delegate, or otherwise transfer its rights and
obligations as set forth in this AGREEMENT without the prior written consent of
Contract No. C-6109 - Page 6 of 9
the DISTRICT. Any attempted assignment in violation of this provision shall be
void.
ARTICLE 11 - GENERAL PROVISIONS
11.1 Notwithstanding any provisions of this AGREEMENT to the contrary, the parties
shall not be held liable for any failure or delay in the performance of this
AGREEMENT that arises from fires, floods, strikes, embargoes, acts of the public
enemy, unusually severe weather, outbreak of war, restraint of Government, riots,
civil commotion, force majeure, act of God, or for any other cause of the same
character which is unavoidable through the exercise of due care and beyond the
control of the parties. Failure to perform shall be excused during the continuance of
such circumstances, but this AGREEMENT shall otherwise remain in effect. This
provision shall not apply if the "Statement of Work" of this AGREEMENT specifies
that performance by VILLAGE is specifically required during the occurrence of any
of the events herein mentioned.
11.2 The documents listed below, by this reference, shall become a part of this
AGREEMENT as though physically attached:
DISTRICT'S Request for Proposals No. C-6100
VILLAGE'S Proposal dated May 6, 1994.
11.3 In the event any provisions of this AGREEMENT shall conflict, or appear to
conflict, the AGREEMENT, including all exhibits, attachments and all documents
specifically incorporated by reference, shall be interpreted as a whole to resolve any
inconsistency.
11.4 Failures or waivers to insist on strict performance of any covenant, condition, or
provision of this AGREEMENT by the parties, their successors and assigns shall not
be deemed a waiver of any of its rights or remedies, nor shall it relieve the other
party from performing any subsequent obligations strictly in accordance with the
terms of this AGREEMENT. No waiver shall be effective unless in writing and
signed by the party against whom enforcement is sought. Such waiver shall be
limited to provisions of this AGREEMENT specifically referred to therein and shall
not be deemed a waiver of any other provision. No waiver shall constitute a
continuing waiver unless the writing states otherwise.
11.5 Should any term or provision of this AGREEMENT be held, to any extent, invalid
or unenforceable, as against any person, entity or circumstance during the term
hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction,
such invalidity shall not affect any other term or provision of this AGREEMENT,
to the extent that the AGREEMENT shall remain operable, enforceable and in full
force and effect to the extent permitted by law.
Contract No. C-6109 - Page 7 of 9
11.6 This AGREEMENT may be amended only with the written approval of the parties
hereto.
11.7 Prior to engaging in any discussions with the news media pertaining to this
AGREEMENT, the VILLAGE shall notify the DISTRICT'S Office of Government
and Public Affairs. This includes news releases, media requests for interviews,
feature articles, fact sheets, or promotional materials.
11.8 This AGREEMENT states the entire understanding and agreement between the
parties and supersedes any and all written or oral representations, statements,
negotiations, or agreements previously existing between the parties with respect to
the subject matter of this AGREEMENT. The VILLAGE recognizes that any
representations, statements or negotiations made by DISTRICT staff do not suffice
to legally bind the DISTRICT in a contractual relationship unless they have been
reduced to writing and signed by an authorized DISTRICT representative. This
AGREEMENT shall inure to the benefit of and shall be binding upon the parties,
their respective assigns, and successors in interest.
Contract No. C-6109 - Page 8 of 9
IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute
this AGREEMENT on the date first written above.
LEGAL FORM APPROVED
SFWMD OFFICE OF COUNSEL
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DATE: /0 ---20 --fr
SOUTH FLORIDA WATER MANAGEMENT DISTRICT,
BY ITS GOVERNING BOARD
By:
Deputy Executive Director
Attest: THE VILLAGE OF KEY BISCAYNE, FLORIDA
By:
Title:
Contract No. C-6109 - Page 9 of 9
C-6109
Exhibit "A"
Statement of Work
Village of Key Biscayne Stormwater Retrofit
INTRODUCTION
During average rainfall events, the residential area served by Island Drive, Cape Florida Drive
and Mariner Drive (Drainage Basins 4 & 5) is subject to severe flooding and access to the area
by car is not possible. This condition places a major burden on approximately 600 residents
(15 % of the village population) who travel these streets to get to and from their homes and
inhibits police, fire, and rescue operations. To address these flooding conditions and similar
conditions within the local community, the Village of Key Biscayne created a Local Stormwater
Utility, and adopted a Stormwater Management Master Plan, dated September, 1993. The
Village has adopted an annual maintenance plan and budget for existing and future stormwater
facilities. The plan provides for semiannual cleaning of catch basins, biannual cleaning of
drainage wells and the cleaning of grass swales to insure maximum infiltration. A state certified
engineer will perform periodic inspections and site evaluations to insure that the system is
properly operated and maintained.
OBJECTIVES
Retrofit an existing stormwater outfall to Biscayne Bay to provide water quality treatment and
natural resource protection.
SCOPE OF WORK
The "Basins 4 & 5 Project" involves the construction of an interconnected stormwater
management system for the Island Drive, Cape Florida Drive and Mariner Drive residential area
(approximately 30 acres), that will improve the flooding condition and provide water quality
treatment. The District will pay 40 % of the actual cost of the improvements up to a maximum
of $166,681.00.
WORK BREAKDOWN STRUCTURE
Task 1.1 Complete Final Design of the proposed improvements
Task 1.2 Obtain approval of all regulatory agencies having jurisdiction
over the project
Task 1.3 Obtain competitive bids for the proposed improvements
Page 1 of 2, Exhibit "A" - C-6109
Task 1.4 Construct the proposed improvements and provide final
certification
STUDY AREA
Village of Key Biscayne, Florida
DELIVERABLES
No
Task
Description
Due Date
1
1.1
Final Drawings and Specifications (Key Biscayne to
fund)
10/31/94
2
1.2
Final Permits (Key Biscayne to fund)
1/31/95
3
1.3
Construction Contract Awarded (Key Biscayne to
fund)
3/31/95
4
1.4
Improvements completed with final certification and
three (3) copies of "as -built" plans (District and Key
Biscayne funding)
9/30/95
PAYMENT SCHEDULE
Full payment to the Village of Key Biscayne shall be made on a reimbursement basis upon 100 %
completion of the project (i.e. Task 1.4) . The payment by the District shall not exceed the
lesser of 40% of the actual contractual costs or $166,681.00. Together with the invoice, Key
Biscayne shall supply the District with copies of all cancelled checks showing the total payment
made to its subcontractor. The Village will also supply the District with all engineer reports
associated with inspections to verify satisfactory completion of construction.
CONTINGENCIES
In the event that inclement weather or a natural disaster delays activities, a request for a time
extension shall be supplied by the Village to the District which indicates the causes, tasks
delayed, estimated time to complete and any recommendations for other modifications.
Page 2 of 2, Exhibit "A" - C-6109