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HomeMy Public PortalAbout1998-45 Miami-Dade County interlocal agreement; collection system constructionRESOLUTION NO. 98-45 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED INTERLOCAL AGREEMENT WITH MIAMI-DADE COUNTY FOR A COLLECTION SYSTEM CONSTRUCTION AND ATTACHED EXHIBITS "A" AND "B"; PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. That the Village Manager is hereby authorized to execute the attached interlocal agreement for a collection system construction and attached Exhibits "A" and "B" with Miami -Dade County. Section 2. This resolution shall take effect immediately upon adoption PASSED AND ADOPTED this 25th day of August , 1998. 3-„,c___ JOHN F. FESTA AT . ST: ,/o) ITA H. ALVAREZ, VILLAGE C APPROVED AS TO FORM AND LEGAL S RICHARD J. WEISS, VILLAGE ATTORNEY AGREEMENT BETWEEN MIAMI- DADE COUNTY, FLORIDA AND THE VILLAGE OF KEY BISCAYNE, FLORIDA THIS AGREEMENT, made and entered into this 15 —day of O , 1998, by and betweenMIAMI DADS 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 Project" and the most cost effective method of financing is a loan from the State of Florida Department of Environmental Protection made available to the VILLAGE as Loanee; WHEREAS, the Project will benefit the health, safety and welfare of the citizens of the VILLAGE; WHEREAS, the COUNTY, through its Miami Dade Water and Sewer Department, hereinafter referred to as the "Department", owns, operates and maintains regional wastewater treatment facilities; WHEREAS; the VILLAGE desires to construct the Project and to 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 1. PROTECT SCOPE The scope of the Project shall be set forth on plans and specifications prepared by the consulting engineer for the VILLAGE and approved by the Department. The VILLAGE, at its own cost and expense, shall cause to be designed, constructed and installed, all of the necessary sanitary sewage facilities for the Project, including any and all gravity sewer mains, force mains, pumping stations and all appurtenances. The final design shall be subject to approval of the COUNTY. The design and construction of facilities to be conveyed or leased by the VILLAGE to the COUNTY shall conform to the COUNTY's standards and regulations. 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 inspections shall not be construed to constitute any guarantee on the part of the COUNTY nor shall it relieve the VILLAGE of any responsibility as to the quality and condition of materials and workmanship. Any inspections by theCOUNTY shall not relieve the VILLAGE of any responsibility for proper construction of said facilities in accordance with approved plans and specifications. During construction, and at the time 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 of conformance with approved plans and specifications. The VILLAGE shall provide written notice to the COUNTY a minimum of forty-eight (48) hours in advance of the tests. In the event that the COUNTY's 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 2 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, judgements, 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 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 shall be liable for all costs in excess of the security. 3. EASEMENTS AND DEEDS If the Project or any portion thereof is 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 3 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 sewer service. If any pumping station facilities are installed outside of public rights -of -way, the station shall be installed within a minimum thirty (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 prior to the provision of 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. 4. CONVEYANCE OF PROJECT Following completion of the Project, all conveyance documents, in proper form acceptable to the COUNTY, shall be provided by the COUNTY, including the lease, releases of lien, grants of easement and warranty deeds. Subject to the terms of the lease, which shall be similar to that attached hereto as Exhibit "A", the VILLAGE shall be the owner of the sewer facilities during the period of said Lease. The lease shall commence on the date the Department provides its final approval of the project and receives all properly executed conveyance documents. On the date that the VILLAGE completes all loan repayments as specified in Paragraph 6. hereinafter, the VILLAGE shall convey to the COUNTY the sanitary sewage facilities by Bill of Sale, similar to that attached hereto as Exhibit "B". At that time the lease shall terminate. When sold to the COUNTY, and after a bill of sale is executed by the VILLAGE, the facilities shall then be 4 under the sole complete, and exclusive control and operation of COUNTY. All documents, except the Bill of Sale, must be properly executed, delivered to, and accepted by the COUNTY prior to the rendition of sewer service by the COUNTY. The lease 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 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 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 and subsequent purchase. After final acceptance by the COUNTY, the project shall at all times remain the sole, complete, and exclusive property of the VILLAGE, but under the exclusive control and operation of the COUNTY pursuant to the lease agreement. 5. MAINTENANCE BOND The VILLAGE is constructing the Project and is leasing and subsequently selling the same to the COUNTY at no cost to the COUNTY and in consideration of the COUNTY supplying sewer service to certain areas of the VILLAGE. The VILLAGE warrants that the facilities to be leased and ultimately 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. Because the COUNTY is obligated to maintain the facilities simultaneously with the conveyance or lease of the sewer facilities, 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, 5 which guarantees the warranty. 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 "Principal" and the VILLAGE and the COUNTY as "Co -obligee" or the COUNTY as sole "Obligee". In the alternative, the VILLAGE may be named as "Principal" and the COUNTY as "Obligee". 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 shall be liable to the COUNTY for all costs arising therefrom. The VILLAGE also warrants that it shall be solely responsible for the repair of any damages to said facilities caused by persons in its employment. 6. VILLAGE AGREEMENT WITH STATE The VILLAGE shall be responsible to 6 apply for and receive funding from the State of Florida ("State") revolving fund loan program and to subsequently enter into the appropriate agreement with State in order to secure said funding. The VILLAGE hereby recognizes that said agreement shall 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 said agreement between the VILLAGE and the State regardless of lease or conveyance of the Project to the COUNTY. 7. VILLAGE AND COUNTY INDEMNIFICATION The COUNTY and t h e VILLAGE acknowledge and agree that a condition precedent to all obligations contained in the Agreement, except the obligation of the VILLAGE to indemnify the COUNTY, is that all necessary funds to cover construction costs for the Project and repay the State loan are the responsibility of the VILLAGE. In connection therewith, it is the intent of the VILLAGE to secure all necessary funds for repayment of the state loan by special assessments in accordance with Chapter 170, Florida Statutes or by other means available acceptable to the State. 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 and the lease attached hereto as Exhibit "A" or similar executed version. 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. 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 7 z 1 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. Notwithstanding the above, nothing contained herein shall create any liability of the COUNTY or VILLAGE beyond the scope of Section 768.28, Florida Statutes, as currently in effect or as lawfully amended in the future. 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, until and unless expressly cancelled 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 which notice is to be given at the following respective addresses: Village of Key Biscayne 85 W. McIntyre Street Key Biscayne, Florida 33149 Attention: Village Manager Metropolitan Dade County c/o lvfiami Dade Water and Sewer Department 4200 Salzedo Street Coral Gables, Florida 33146 Attention: Director 8 11. CUSTOMER RESPONSIBILITIES The VILLAGE recognizes and agrees that the individual 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. 12. GENERAL 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 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. 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. This document embodies the entire agreement and understanding between the parties hereto, and any other agreements and understandings, whether verbal or written, with reference to the subject matter of this Agreement are merged herein or superceded hereby. No alterative change or modifications of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. 9 IN WITNESS WHEREOF, 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, alt as of the day and year hereinbefore written. MIAMI-DADE COUNTY, FLORIDA ATTEST: C i • CO i1�14q,, ., .• ti trr ATTEST: B i,+p9•••*+ei eo Village Clerk By: 71; County Manager er THE VILLAGE OF KEY BISCAYNE Village T,.ger PLORIpt` S,elfrti,e4. i,sst Printed Name Approved as to Legal Form Approved as to Legal Form and Sufficiency: and Sufficiency: 10 Assistant Coun Attorney Attorney for Village Exhibit "A" LEASE AGREEMENT THIS LEASE AGREEMENT entered into as of this day of , 1998 by and between MIAMI-DADE COUNTY, a political subdivision of the State "COUNTY", and the VILLAGE OF KEY corporation of the State of Florida, of Florida, hereinafter called BISCAYNE, FLORIDA, a municipal hereinafter called "VILLAGE". WITNESSETH WHEREAS, this Lease is entered certain Agreement Between Miami -Dade into in accordance with that County and the Village of Key Biscayne, dated , 1998, hereinafter referred to as the "Agreement"; and WHEREAS, the COUNTY desires to lease from the VILLAGE, and the VILLAGE desires to lease to the COUNTY, certain property in accordance with the terms and conditions hereinafter stated; NOW THEREFORE, in consideration of the mutual promises herein contained and other valuable considerations, receipt of which is hereby acknowledged, the COUNTY and the VILLAGE agree as follows: 1. Lease of Demised Premises. The VILLAGE leases to the COUNTY, and the COUNTY leases and accepts from VILLAGE, that certain sanitary sewerage facilities, with all appurtenances thereto, hereinafter called the "Demised Premises", more particularly described on Exhibit "A" attached hereto and made a part hereof. 2. Term. This Lease shall commence on the day of and end on the date that the VILLAGE has completed all loan repayments as specified in Paragraph 6 of the Agreement and the VILLAGE has executed a Bill of Sale in favor of the COUNTY. 1 3. Agreement to Convey Title. On or before expiration of this Lease, unless otherwise notified by the COUNTY, the VILLAGE shall convey to the COUNTY good and sufficient legal title to the Demised Premises as required in the Agreement. 4. Rent. The rent for the term of this Lease shall be $10.00 per year, in advance, due and payable *On each anniversary date of the date hereof. 5. Use and Maintenance of Demised Premises. The COUNTY shall have the sole unrestricted use and benefit of, and responsibility for, the Demised Premises. The COUNTY shall be responsible during the term of this Lease for the complete and total operation, maintenance, replacement and repair of the Demised Premises and the improvements thereto, subject to the warranty provided by the VILLAGE pursuant to Paragraph 5 of the Agreement. 6. General Provisions. a. Entire Agreement. This agreement between the VILLAGE and modifications, or termination hereof in writing and signed by the party sought. Lease contains the entire the COUNTY. Any changes, shall not be effective unless against whom enforcement is b. Notices. All notices required pursuant to this Lease shall be properly given if mailed by United States registered or certified mail addressed to the party to which notice is to be given at the following respective addresses: Metropolitan Dade County c/o The Director Miami -Dade Water and Sewer Department P.O. Box 330316 Miami, Florida 33233-0316 Village of Key Biscayne c/o Village Manager 85 W. McIntyre Street Key Biscayne, Florida 33149 c. Partial Invalidity or Unenforceability. If any term, covenant, or condition of this Lease shall be invalid or unen- forceable to any extent, the remainder of the terms, covenants, and conditions of this Lease shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 2 IN WITNESS WHEREOF, the COUNTY and VILLAGE have executed this Lease the day and year above written. ATTEST: MIAMI-DADE COUNTY BY: BY: ATTEST: BY: Clerk County Manager VILLAGE OF KEY BISCAYNE BY: Village Clerk Mayor Printed Name Approved as to form and legal Approved as to form and legal sufficiency. Sufficiency. Assistant County Attorney Attorney for Village 3 Exhibit "B" ABSOLUTE BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that the VILLAGE of KEY BISCAYNE, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter called GRANTOR, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, paid and delivered by MIAMI -DARE COUNTY, a political subdivision of the State of Florida, hereinafter called GRANTEE, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer and deliver unto the GRANTEE, its successors and assigns, the following: TO HAVE AND TO HOLD the same unto the GRANTEE, its successors and assigns forever. 1 GRANTOR does covenant to and with GRANTEE, its successors and assigns, that GRANTOR is the lawful owner of the above described; that said property is free from all encumbrances; that GRANTOR has good right to sell the same aforesaid; and that the GRANTOR will warrant and defend the sale of the said property unto the GRANTEE, its successors and assigns, against the lawful claims and demands of all persons whomsoever. IN WITNESS WHEREOF, the GRANTOR has hereunto set its hand and seal this day of , 20 ATTEST: VILLAGE OF KEY BISCAYNE By: By: Village Clerk Mayor Printed Name 2 Approved Veto Override Mayt RESOLUTION NO 11 Agenda Item No. 6(P)(1)( 10-6-98 RESOLUTION APPROVING EXECUTION OF AGREEMENT WITH VILLAGE OF KEY BISCAYNE FOR OPERATION AND MAINTENANCE OF WASTEWATER COLLECTION SYSTEM BY MIAMI-DADE WATER AND SEWER DEPARTMENT WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board approve the execution of agreement with the Village of Key Biscayne for the operation and maintenance of a wastewater collection system by Miami -Dade Water and Sewer Department, in substantially the form attached hereto and made a part hereof; and authorizes the County Manager to execute same for on behalf of Miami -Dade County. The foregoing resolution was offered by Commissioner Pcum A. Barnairo , who moved its adoption. The motion was seconded by Commissioner (a1 and upon being put to a vote, the vote was as follows: Agenda Item No. 6(P)(1)(A) Page No. 2 Dr. Miriam Alonso Dr. Barbara M. Carey Betty T. Ferguson Natacha Seijas Millan Dennis C. Moss Dorrin D. Rolle Javier aye absent aye aye aye D. Souto Bruno A. Barreiro Miguel Diaz de la Portilla Gwen Margolis Jimmy L. Morales Pedro Reboredo Katy Sorenson absent aye • . absalt aye dalt absent aye The Chairperson thereupon declared the resolution duly passed and adopted this 6th day of October, 1998. This become effective ten (10) days after the date of unless vetoed by the Mayor, and if vetoed, shall only upon an override by this Board. 2 COUNTY ---4 O R Approved by County Attorney as to form and legal sufficiency. r resolution shall its adoption become effective MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS HARVEY RUVIN, CLERK KAY SULLIVAN- BY: Deputy Clerk.