HomeMy Public PortalAbout2012-08 Approving an interlocal agreement with the School Board of Miami-Dade CountyORDINANCE NO. 2012-8
A CAPITAL PROJECT AUTHORIZING ORDINANCE OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA,
APPROVING AN INTERLOCAL AGREEMENT WITH THE
SCHOOL BOARD OF MIAMI-DADE COUNTY REGARDING
THE FINANCING OF A PERMANENT SECONDARY
EDUCATIONAL FACILITY AND RECREATIONAL FIELDS
LOCATED AT THE MAST ACADEMY CAMPUS AS WELL
AS NECESSARY RENOVATIONS OF THE KEY BISCAYNE
K-8 CENTER AT A COST NOT TO EXCEED $23,000,000;
PROVIDING FOR AUTHORIZATION; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, for years, the Village of Key Biscayne (the "Village") Village Council has
been examining different options for providing additional secondary educational choices and
recreational fields for Village residents as well as relief for the overcrowding at the Key Biscayne
K-8 Center; and
WHEREAS, the Miami -Dade County Public Schools District Staff has approached the Village
Staff about a potential partnership with the Village, which would include the financing of a permanent
secondary educational facility and recreational fields to be used for Village residents located at the Mast
Academy campus as well as necessary renovations of the Key Biscayne K-8 Center at a cost not to
exceed $23,000,000 (the "Project"); and
WHEREAS, the Village Council desires to approve the Interlocal Agreement with the
School Board of Miami -Dade County, attached as Exhibit "A," for the Project (the "Interlocal
Agreement") and authorize the Village Manager to execute the same; and
WHEREAS, the Village Council hereby declares that the approval of the Interlocal
Agreement is a valid public purpose and finds that adoption of this Ordinance is necessary,
appropriate, and advances the public interest.
NOW, THEREFORE, IT IS HEREBY ORDAINED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The preceding "Whereas" clauses are ratified and incorporated as the
legislative intent of this Ordinance.
Section 2. Interlocal Agreement Approved. The Village Council hereby approves the
Interlocal Agreement, in substantially the form attached hereto as Exhibit "A," for the Project at a
cost not to exceed $23,000,000.
Section 3. Authorization. The Village Council hereby authorizes the Village Manager
to execute the Interlocal Agreement, in substantially the form attached hereto as Exhibit "A," for
the Project at a cost not to exceed $23,000,000, subject to approval as to form, content, and legal
sufficiency by the Village Attorney.
Section 4. Conflicts. All ordinances or parts of ordinances, resolution or parts of
resolutions, in conflict herewith, are repealed to the extent of such conflict.
Section 5. Effective Date. This Ordinance shall become effective immediately upon
adoption on second reading
PASSED on first reading this 3rd day of July , 2012.
PASSED AND ADOPTED on second reading this 10`h ay of ul , 201
AT
4,, she-71.-
HITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
VILLX IiE ATTO tNEY
FRANKLIN C LAN
2
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
INTERLOCAL AGREEMENT BY AND BETWEEN
THE VILLAGE OF KEY BISCAYNE, FLORIDA
AND THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA
TO ESTABLISH A FUNDING AND COST SHARING COLLABORATION TO BUILD A
GRADE 6-12 EDUCATIONAL FACILITY AND RECREATIONAL FIELDS AT THE
MAST ACADEMY CAMPUS, AND TO UNDERTAKE PHYSICAL IMPROVEMENTS
AT THE KEY BISCAYNE K-8 CENTER
THIS INTERLOCAL AGREEMENT ("Agreement") is entered into as of the f (,t day
of July, 2012, by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida
municipal corporation, its successors and assigns ("Village" or "Key Biscayne") and THE
SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and
politic existing under the laws of the State of Florida, its successors and assigns ("Board"). The
Village and Board are sometimes referred to herein individually as a "Party" and collectively as
the "Parties".
RECITALS
WHEREAS, Section 163.01, Florida Statutes, the "Florida Interlocal Cooperation Act of
1969", authorizes public agencies to enter into Interlocal agreements for mutual benefit and to
provide facilities to service the needs of local communities; and
WHEREAS, over the last decade the Village experienced an increase in the number of
residents, including those of school age, as reflected in the Census data; and
WHEREAS, a review of the number of school age children residing in the Village as of
the most recent decennial count vis-a-vis number of students enrolled in public schools shows a
wide gap, particularly at the secondary level; and
WHEREAS, due to declining revenues, the Board's capital plan has been significantly
impacted; and
WHEREAS, there is a mutual desire by the Board and the Village to broaden public
school options available to Village residents as a way to effectively narrow the gap between the
Village's school -age population and the percentage of that population in the public schools, and
thus serve a larger share of the Village's secondary student population; and
WHEREAS, Section 166.021, Florida Statutes, authorizes the Village to exercise any
power for municipal purposes, except when expressly prohibited by law; and
WHEREAS, the Village and Board now intend to enter into this Agreement setting forth
the terms and conditions of a new collaboration to assist the Board in the funding and cost -
sharing of building new and upgrading certain existing facilities, all as set forth herein; and
July 16, 2012 Page 1
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
WHEREAS, the Village and Board have determined that it shall serve the public interest
to enter into this Agreement in order to fully set forth mutually acceptable terms and conditions
of this collaborative effort between the Parties; and
WHEREAS, the School Board of Miami -Dade County, Florida, authorized the execution
of the Agreement at its meeting of June 13, 2012 by Board Action #115,757, and at its meeting
of July 11, 2012 by Board Action # 115,793, and the Village Council authorized execution of the
Agreement and related funding and cost sharing at its meetings on July 3, 2012 and July 10,
2012, by Ordinance # 2012-8 and Ordinance #2012-7, respectively.
•
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth, the Parties agree to and accept the responsibilities set forth in this
Agreement.
Section 1. Recitals. The above recitals are true and correct and are incorporated herein.
Section 2. Purpose. The purpose of the Agreement is to set forth terms and conditions
acceptable to the Parties, to accomplish the initiatives enumerated herein, including the on -going
allocation of not less than 1,100 grade 6-12 student stations for Village residents who satisfy
entry requirements for the MAST Academy at Virginia Key ("MAST"), and a funding
mechanism, Cost -Sharing Agreement (as defined below) and timeline for implementation.
Section 3. Description of Projects. Subject to the terms and provisions of this Agreement,
the Village and Board agree to implement the following:
A. The Board will construct a new grade 6-12 permanent facility at the M.A.S.T. Academy
Campus (MAST) with not less than 1,100 student stations (new 6-12 facility) to provide
relief for current overcrowding and expected continued student enrollment growth at the
Key Biscayne K-8 facility (K-8), and offer an additional public secondary school option
for Key Biscayne students, particularly those transitioning to high school, and to provide
for a new middle school "feeder" for MAST at Virginia Key as well as needed
enlargement of the overall MAST Academy population. The student station allocation
between middle and senior high school for Key Biscayne students shall be approximately
470 student stations for grades 6-8 and approximately 630 student stations for grades 9-
12, which may be adjusted by the Board as necessary based on actual Key Biscayne 6-12
applications; provided that the aggregate number of student stations available to Key
Biscayne residents for the 6-12 facility will not be diminished from year-to-year.
B. The Board will construct recreational fields at MAST for shared and exclusive use by the
MAST students and the Village for its youth sports and recreational programs, with
scheduling priorities and maintenance sharing as to be provided in a Joint Use Agreement
described in Section 8 hereof.
C. The Board will undertake and complete identified renovations at the K-8, as detailed
further herein.
July 16, 2012 Page 2
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
D. MAST will consist of three academies: Maritime and Science Technology; Cambridge
Science Technology, Engineering, and Mathematics (STEM); and Cambridge Global
Studies.
E. Initial financing of the improvements listed above in A. through C. by Key Biscayne, as
further detailed herein, and cost sharing on a 50/50 basis of the improvements listed
above in A and B. The cost of Item C above will be borne solely by the Board.
F. The Board will establish at its cost portable units at MAST to accept qualifying Key
Biscayne students entering 8th and 9th grade, beginning in the 2012-2013 school year.
Section 4. The Parties' Responsibilities
A. The Board:
1) The Board shall (a) install portables and commence the program described herein for the
beginning of the 2012-2013 school year, and (b) design and build the new 6-12 facility
and recreational fields at MAST, generally in conformance with the conceptual site plan
included herein in Exhibit "A", and (c) undertake and complete the K-8 renovations
(collectively the "Project"), substantially in accordance with the scope, timeline and
estimated budgets, and for the purposes, described herein. The Parties agree to
collaborate in the design of the Project and specifically as to the new 6-12 building and
playing fields, and the Parties also agree to seek input from the current MAST
community (the "collaborative effort"). The collaborative effort notwithstanding, the
Parties agree that the Board retains sole authority to make decisions as may be deemed
necessary to adhere to the timelines and costs outlined herein, and to complete the Project
within the time and in the manner specified herein.
The K-8 renovations, not including those in progress, shall include the following
elements:
a. New windows;
b. Classroom lighting retrofits, flooring and interior painting;
c. Classroom technology (interactive boards), including wireless technology;
d. New A/C system in classrooms;
e. Restroom renovations, including ADA retrofits;
f. Cosmetic enhancements, e.g. replacement of second floor railing (Building 2).
2) For school year 2012-2013, the Board shall install up to eight portable units at MAST to
accommodate 8th and 9th grade Key Biscayne students. Subsequently, for school years
2013-14 and 2014-15 the Board shall install additional portable units, not to exceed
twenty total portable units (all 3 years combined) to accommodate a new slate of
incoming middle and high school Key Biscayne students.
3) The Board shall share in the cost of the new 6-12 building and recreational fields,
estimated at $20 million, on a 50/50 basis, and shall reimburse the Village for the entire
July 16, 2012 Page 3
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
cost of the K-8 renovations, estimated at $2 million; all in accordance with the financial
terms and conditions contained herein.
4) The Parties agree that the Board will procure all goods and services contemplated by this
Agreement in accordance with the Board's adopted procurement rules and procedures.
5) In consideration of the Village's financing commitments, the Board will operate the
public middle and high school at MAST Academy at Virginia Key, with the newly
established Cambridge Curriculum, for the continuing benefit of the district -wide and
Key Biscayne specific populations, in a manner that does not violate applicable
classroom size and school -crowding standards.
6) In addition, the Board confirms its intent that the K-8 Center will continue as a school
offering grades K-8, unless otherwise determined in the future by the Board pursuant to
Board policy that includes community involvement.
B. The Village:
1) The Village shall provide upfront funding for the new 6-12 building and recreational
fields at MAST, as well for the renovations of the K-8 (other than those on -going), up to
a total amount of $22 million, pursuant to the terms and conditions outlined herein.
2) The Village shall contribute 50% of the cost of the new 6-12 facility and of the
recreational fields to be built at MAST, the cost of which is estimated at $20 million.
Section 5. Funding/Financing and Cost Allocations — General Terms and Conditions.
The Parties agree that the Village shall provide one or more upfront financings for the new 6-12
facility and recreational fields at MAST and for the cost of the K-8 renovations, net of the on-
going Board -approved renovation work. The principal to be financed by the Village will be in
an aggregate amount of up to $22 million plus financing costs of any bonds issued by the Village
for this purpose, under one single or more than one debt instruments, based on terms not to
exceed 30 years from date of initial disbursement of each funding tranche. The financings in sum
shall be substantially as follows, and subject to timely disbursements to the Board on a funding
schedule set forth below. Prior to the issuance of any debt by the Village, parameters governing
the structure and the terms of such financing shall be submitted to the Board Treasurer for
approval prior to being incorporated into each authorizing resolution of the Village Council;
provided that the Board Treasurer will respond promptly (and in any event within three business
days) and that financing terms substantially consistent with the terms summarized herein will be
presumptively approved:
a. Funding/financing by the Village in the aggregate principal amount of $22 million
plus financing costs of any bonds issued by the Village for this purpose ("Project
Debt"), $10 million of which constitutes the Village's contribution, and the
balance of which is subject to a funding allocation arrangement, as provided
herein.
July 16, 2012 Page 4
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
b. The financing for the new 6-12 facility and recreational fields, estimated at a
principal amount of $20 million, will be subject to the Cost Sharing Agreement
defined below, resulting ultimately in payment by the Board of $10 million in
principal plus interest by the end of the projected 30 year term.
c. The financing by the Village for the K-8 renovations, estimated at $2 million, will
also be subject to the Cost Sharing Agreement, resulting ultimately in full
payment by the Board of $2 million plus interest by the end of the projected 30
year term.
d. The Project Debt, including financing costs associated with Village -issued bonds,
will be repaid based on a 30 year schedule to be serviced by the Village.- Under
the Cost Sharing Agreement, the Village will provide payments for the first 8
years through FY 2019-20, followed by 12 years of payments by both Parties
starting in FY 2020-21, and then a final 10 -year period to be funded solely by the
Board, such that at the end of the 30 years the Parties have each paid 50% of the
costs of the new 6-12 building and recreational fields at MAST and the Board has
paid 100% of the K-8 renovation costs. Each Board payment to the Village will
be due two business days prior to the date on which the Village is obligated to
make such payment on the Project Debt. The foregoing funding allocations
arrangement for the projects described in a, b, and c between the Village and the
Board is referred to as the "Cost Sharing Agreement". The Village's and the
Board's respective payment obligations under the Cost Sharing Agreement are
referred to as the "Village Payment Obligation" and the "Board Payment
Obligation", respectively. The Board agrees to pay the amounts comprising the
Board Payment Obligation as and when due pursuant to the Cost Sharing
Agreement as provided herein, subject to Section 5.f. and 5.h.
e. If the Project Debt term is less than 30 years, the Village alone will provide
payments for the first 8 years through FY 2019-20 followed by the remaining
years of joint payments by both parties starting in FY 2020-21, such that at the
final maturity the funding allocation totals delineated under Section 5. a. through
d. are adhered to.
f. Funding procurement and disbursements by the Village shall be made in amounts
and at times to closely reflect the project schedule, and generally to coincide with
the three main project stages:
i. commissioning of design professional and contractor, K-8 renovations, &
beginning recreational fields - $5.5 million (Target October 2012)
ii. construction award - $14 million (Target October 2013)
iii. installation of FF&E & completion of recreational fields - $2.5 million
(Target November 2014)
The Board's responsibilities under Section 4 and Section 5 as applicable to each
phase of the Project will be preconditioned upon the Village funding the Project
Debt in lump sums per phase and in accordance with the target dates identified
above; provided however, that lump sum payments and target dates may be
modified by written approval of both Parties.
g. The above notwithstanding, the Parties agree that should the Board seek voter
approval for additional funding to be bonded for capital projects, the Board agrees
to include the new 6-12 building and the recreational fields at MAST, and
July 16, 2012 Page 5
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
renovations at Key Biscayne K-8, in the authorized project list, the cost of which
will be eligible for early reimbursement to the Village despite the foregoing cost
allocation and repayment schedule, only if the additional funding source is
approved by the voters in time for the Board to issue bonds prior to the date
legally permissible under federal tax laws for reimbursement of costs already
paid. At consummation of the additional bond financing as contemplated above
(referred to as a "Bond Financing Takeout"), the Board will prepay to the Village
the total principal amount of the then -unpaid Board Payment Obligation.
Notwithstanding any other provision in subsection g, the Parties further agree that
any interest paid by the Village prior to the Board retiring the outstanding Village
debt shall not be subject to reimbursement by the Board.
The Board hereby declares the official intent of the Board to reimburse itself or
the Village from a portion of the proceeds of the Bond Financing Takeout for
expenses incurred with respect to the Project. This paragraph is intended as a
declaration of official intent under Treasury Regulation § 1.150-2 to satisfy the
requirements of Sections 54A(d)(2)(D)(i) and 54A(d)(2)(D)(ii) of the Internal
Revenue Code. The portion of the Bond Financing Takeout intended to finance
the Project is expected not to exceed an aggregate principal amount of
$12,000,000.
h. The Village acknowledges and agrees that all payment obligations of the Board
under this Agreement will be subject to Board appropriation in the annual
budgetary process.
The Superintendent shall include in the Superintendent's tentative budget
proposal for each fiscal year in which a monetary contribution is scheduled to be
made hereunder, sufficient funding for such payments from any legally available
funds, subject to appropriation being made therefor by the Board in the final
official budget for such fiscal year. If appropriation has not been made by the
Board in any year, then the Superintendent shall include in the Superintendent's
tentative budget proposal the cumulative monetary contribution owed under this
Agreement in the following fiscal year and all succeeding fiscal years until paid in
full. Payments that have not been made by the Board within five years of their
due date(s) will accrue a late payment charge in amount equal to five percent of
the overdue balance. Any failure to make a monetary contribution when
scheduled would be disclosed as required under Rule 15c2-12 of the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as same may be amended from time to time.
If in any year or series of years, whether or not consecutive, the monies
appropriated by the Board are insufficient to pay to the Village the entire amount
of the Board's Payment Obligation due in a given year (for any year or years, a
"Shortfall"), the Board shall nevertheless pay to the Village as much of that year's
Board Payment Obligation as is possible based on the partial appropriation, and
the Superintendent shall include in the Superintendent's tentative budget proposal
July 16, 2012 Page 6
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
for the following year the amount of the resulting Shortfall and the cumulative
amount of the Board's Payment Obligation for the following fiscal year. All
Shortfalls shall accumulate and be added to the Board's Payment Obligation for
the next year. If any Shortfall remains at the end of the term of the Project Debt,
the accumulated Shortfalls shall be included within the aggregate of the Board's
Payment Obligation remaining due at the end of the term, and such total amount
shall be payable in full by the Board to the Village at the end of the term.
Subject to the foregoing provisions, the Board shall have the right but not the
obligation to satisfy its payment obligations to the Village, in whole or in part,
earlier than contemplated, or to otherwise accelerate payment, without incurring
pre -payment penalties or other fees.
Section 6. Curriculum and Admission Protocol. MAST will consist of three academies:
Maritime and Science Technology; Cambridge STEM; and Cambridge Global Studies which
shall operate as one school with the new 6-12 facility shall operate as a "School —within -a -
School". The selection of the additional academies or programs under Cambridge shall be made
by the Board with the input of the Village, on a timely basis to facilitate matriculation into the
School beginning in the 2012-2013 school year.
Admission to the Maritime and Science Technology Academy will remain open to eligible
countywide students based on a lottery system, up to approximately 560, 9-12 students, and
approximately 140, 6-8 students, for a total 6-12 countywide enrollment at the Maritime
Academy of approximately 700 students. No less than 1,100 student stations at the Cambridge
academies shall first be available to eligible Key Biscayne residents on a first priority basis, not
including any Key Biscayne students admitted to the Maritime Academy through the countywide
lottery process. Those student stations are referred to as ("Key Biscayne Priority Seats"). Any
changes are to be mutually agreed to in collaboration with both the Village and the Board. In the
event there are additional available student stations at the new 6-12 facility after all eligible Key
Biscayne students have been admitted, the Parties agree that the remaining student stations may
be made available to other eligible students, countywide, based on a lottery system. Similarly,
any additional available student stations in the Maritime Academy after the wait lists have been
exhausted will first be offered to eligible Key Biscayne students. The 6-8 component of the new
6-12 facility will implement the middle school Cambridge curriculum.
As a School -within -a -School model, MAST Academy will be recommended to the Board for re-
naming as "MAST Academy @ Virginia Key High School", for the Board's consideration
pursuant to applicable Board Policy.
Nothing in this Agreement shall preclude Key Biscayne students from entering the Maritime
Academy or exercising any other school choice option on the same terms and through the
process provided by the Board to all other Miami -Dade students. The provisions of this section
6 with regards to Key Biscayne Priority Seats at MAST shall survive the Term of this
Agreement.
July 16, 2012 Page 7
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
Section 7. Proposed Timeline. The Parties agree to the following implementation schedule,
unless otherwise adjusted by mutual agreement, or unless otherwise provided herein, and
provided the Village has disbursed the required funds to the Board:
2012-2013
• Install up to 8 portable units (6 classrooms and 2 ancillary units) at MAST to
accommodate new incoming 8th and 9th graders in time for the beginning of the 2012-
2013 school year;
• Finalize scope of work for physical plant renewal at the K-8;
• Commission design professional and contractor for physical plant renewal at the K-8, and
for new 6-12 facility and recreational fields at MAST;
• Build recreational fields on the east side of MAST for opening around May of
2013 (parking, concession stand and separate, freestanding bathroom facilities to
be provided as part of last phase).
2013-2014
• Complete K-8 improvements;
• Install additional portable units at MAST to accommodate 8th, 9th and 10th graders;
• Award construction contract for K-8 improvements, new 6-12 facility and
recreational fields.
2014-2015
• Install additional portables for school year 2014-15 to accommodate 8th, 9th, 10th and 11th;
• Complete construction of new 6-12 facility;
• Remove all portable units.
2015-2016: Complete remaining work in the recreational fields.
Section 8. Joint Use of Recreational Fields at MAST Campus (JUA). Effective with the JUA
Commencement Date, the Village shall have full control, custody, right and use of the
recreational fields and all parking and recreational facilities located thereon, after 5:30 p.m. on
regular school days until 11:00 p.m., and on weekends and official school holidays and recess
days from 8:00 a.m. until 11:00 p.m. ("Village's Period of Use"). In addition, the Village shall
have a right of ingress and egress across designated portions of the MAST campus for the
purpose of gaining access to the recreational fields. The Board shall have full control, custody,
right and use of the recreational fields and all parking and recreational facilities located thereon,
during regular school hours on regular school days through 5:30 p.m. as established through the
Board's approved school calendar ("Board's Period of Use").
Annually, the school principal and the Village Manager or his designee shall meet prior to the
start of each regular school year to discuss any special events or activities that may require
adjustments to the normal schedule. Additionally, should either Party require use of the
recreational fields during the other Party's Period of Use, the parties' designated representatives
shall use best efforts to accommodate said use. The JUA shall be in place by May 31, 2013. The
JUA shall be for an initial term of 30 years with two ten year renewal options, which may be
July 16, 2012 Page 8
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
further extended by mutual agreement of the Parties.
Section 9. Term of Agreement. The term of the Agreement shall extend to (i) the final
scheduled maturity of the debt obligations issued by the Village to fund the Project, or (ii) the
date on which the Board fully satisfies the Board Payment Obligation described in Section 5 of
this Agreement, whichever occurs later ("Term"); provided that if the Board prepays the Board
Payment Obligation as described in Paragraph 5(g) and 5(i) prior to the date specified in (i), then
the Term shall end on the date of such prepayment. The Parties acknowledge that the curriculum
and the provisions regarding Key Biscayne Priority Seats at MAST Academy at Virginia Key
described in Section 6. herein shall survive the Term; the Parties however acknowledge that it is
within the Board's sole purview to adjust said curriculum to meet then current best practices or
any other pertinent educational requirements.
Section 10. Miscellaneous.
A. Unavoidable Delay. In the event that either the Board or the Village are unable
to meet the deadline for their respective obligations under this Agreement due to
any circumstance beyond the control of the Board and/or Village, including
without limitation, the occurrence of a force majeure event, then the time for such
performance shall be extended for such reasonable period of time as may be
required by such circumstance or the occurrence of such event. Each party shall
be responsible for any additional costs arising out of the delay, and affecting their
respective obligations under this Agreement. The term "Force Majeure" shall
include without limitation labor strikes (whether lawful or not), fire, hurricanes,
adverse weather conditions, unavoidable casualties, inability to obtain labor or
materials, Acts of God, vandalism, terrorism, civil unrest, moratoriums, financial
emergencies and the like.
B. Notices. All notices, request, consents, and other communications under this
Agreement ("Notices") shall be in writing and shall be personally delivered,
mailed by First Class Mail, postage prepaid, sent by overnight delivery service or
by electronic mail to the parties as follows:
If to the School Board:
With a Copy to:
If to the Village:
Superintendent
Miami -Dade County Public Schools
1450 N.E. Second Avenue, Room 912
Miami, Florida 33132
Fax: (305) 995-1488
School Board Attorney
The School Board of Miami -Dade County
1450 N.E. Second Avenue, Room 430
Miami, Florida 33132
Fax: (305) 995-1412
Village Manager
July 16, 2012 Page 9
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
Village of Key Biscayne
88 W. McIntyre Street, Suite 220
Key Biscayne, Florida 33149
Fax: (305) 365-5506
With a Copy to:
Weiss Serota Helfman Pastoriza Cole &
Boniske, P.L.
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, Florida 33134
Attention: Stephen Helfman, Esq.
Fax: (305) 854-2323
Except as otherwise provided in this Agreement, any Notice shall be deemed
received only upon actual delivery at the address set forth above. Notices
delivered after 5:00 p.m. (at the place of delivery) or on a non -business day, shall
be deemed received on the next business day. If any time for giving Notice
contained in this Agreement would otherwise expire on a non -business day, the
Notice period shall be extended to the next succeeding business day. Saturdays,
Sundays, and legal holidays recognized by the United States government shall not
be regarded as business days. Counsel for the Board and counsel for the Village
may deliver Notice on behalf of the Board and the Village, respectively. Any
party or other person to whom Notices are to be sent or copied may notify the
other parties and addressees of any change in name or address to which Notices
shall be sent by providing the same on five (5) days written notice to the Parties.
C. Default. Except as otherwise provided in Section 5.h. herein, an event of default
shall be deemed to have occurred by either Party to this Agreement if such Party
fails to observe or perform any covenant, condition or agreement of this
Agreement, or breaches a representation contained herein, and such failure or
breach continues for a period of thirty (30) days after written notice specifying
such default and requesting that it be remedied is sent to the defaulting Party by
the non -defaulting Party; provided, however, that if the default is curable but
cannot be cured within thirty (30) days, then the defaulting Party shall have such
additional time as is reasonably needed to cure such default so long as the
defaulting Party promptly commences and diligently pursues the cure of such
default to completion. If an event of default shall have occurred and shall
continue, the non -defaulting Party shall be entitled to all remedies available at law
or in equity which may include, but not be limited to, the right to damages and/or
specific performance. Upon the occurrence of an Event of Default hereunder,
which shall not include failure to make payment of the Board's Payment
Obligations as a result of non -appropriation, the Village will have rights to
specific performance, reimbursement and damages, and all rights and remedies
for contract breach hereunder, under law and at equity. Any monetary damages
awarded upon default hereunder shall be enforceable only out of funds
appropriated therefor by the Board.
July 16, 2012 Page 10
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
D. Enforcement of Agreement. In the event that either Party is required to enforce
this Agreement by court proceedings or otherwise, then the Parties agree that each
Party shall pay its own attorney's fees and costs.
E. Entire Agreement. This Agreement embodies the entire agreement of the
Parties relating to the subject matter hereof, and supersedes all prior written
and/or oral understandings or agreements with respect thereto.
F Amendments. Amendments to the provisions contained in this Agreement may
be made only by an instrument in writing which is executed by both Parties.
G. Joint Preparation. This Agreement has been negotiated fully between the
Parties as an arms -length transaction. Both Parties participated fully in the
preparation of the Agreement and received the advice of counsel. In the case of a
dispute concerning the interpretation of any provision of this Agreement, both
Parties are deemed to have drafted, chosen, and selected the language, and the
doubtful language will not be interpreted or construed against any Party.
H. Assignment. This Agreement may not be assigned, in whole or in part, by any
Party without prior written consent of the other Party, which may be granted or
withheld in its sole discretion. The Board agreement to collaborate with the
Village on the Projects described herein does not extend to the selection of the
design professionals, contractors or other parties engaged by the Board in
connection with or for the purpose of performing any of the Board's obligations
hereunder, as long as the Board adheres to the applicable state and local laws
regulating the selection of such parties.
Third Party Beneficiaries. This Agreement is solely for the benefit of the Board
and the Village and no right or cause of action shall accrue upon or by reason, to
or for the benefit of any third party not a formal party to this Agreement. Nothing
in the Agreement expressed or implied is intended or shall be construed to confer
upon any person or corporation other than the Board and the Village any right,
remedy, or claims under or by reason of this Agreement or any of the provisions
or conditions of this Agreement; and all of the provisions, representations,
covenants, and conditions contained in this Agreement shall inure to the sole
benefit of and shall be binding upon the Board and the Village, and their
respective representatives, successors, and assigns.
J. Joint Defense. In the event that the validity of this Agreement is challenged by a
third party or parties unrelated to the Parties through legal proceedings or
otherwise, the Parties hereto agree to cooperate with each other in defense of this
Agreement, with each such Party to bear its own attorney's fees and costs
associated with such defense.
K. Severability. The invalidity or unenforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of the remaining
July 16, 2012 Page 11
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
portions of this Agreement or any part of this Agreement not held to be invalid or
unenforceable.
L. Time is of the Essence. The Parties acknowledge that time is of the essence in
the performance of all obligations required hereunder, and all "days" referenced
herein, including in any of the attachments, shall be deemed "calendar days"
unless otherwise specifically set forth.
M. Controlling Laws. This Agreement and the provisions contained herein shall be
construed, interpreted, and controlled according to the laws of the State of
Florida. Venue for any dispute shall be in Miami -Dade County, Florida.
N. Authorization. The execution of this Agreement has been duly authorized by the
Board and Village. The Board and the Village have complied with all
requirements of law in connection with the execution and delivery of this
Agreement and the performance of their respective obligations hereunder. The
Board and the Village have full power and authority to comply with the terms and
provisions of this instrument.
O. Heading for Convenience Only. The descriptive headings in this Agreement are
for convenience only and shall not control nor affect the meaning or construction
of any of the provision of this Agreement.
P. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall be an original; however, all such
counterparts together shall constitute, but one and the same instrument. Signature
and acknowledgments pages, if any; may be detached from the counterparts and
attached to a single copy of this document to physically form one document.
Q. Jury Trial Waiver. The Parties waive trial by jury in any action, proceeding or
counterclaim brought by either of the Parties hereto against the other for any
matter whatsoever arising out of or in any way connected with this Agreement.
jExecution Pages(s) Follow]
July 16, 2012 Page 12
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in their names by their duly authorized officers and the corporate seals to be affixed
all as of the day and year first above written.
VILLAGE OF KEY BISCAYNE, THE SCHOOL BOARD OF MIAMI-DADE
FLORIDA COUNTY, FLORIDA
By: By:
Name: JO `! C. G RT Name. TO M. CARVALHO
Title: Village Manager - T. Superintendent of Schools
ATTEST:
ATTEST:
By:l P� By.
Name: Semi, pV ue. Name:
Title: Inked Vi NuQ e LerK Title:
TO THE VILLAGE:
APPROVED AS TO FORM AND
LEGAL SUFFICIEN Y
BY:
Village Atto ne
TO THE SCHOOL BOARD:
APPROVED AS TO FORM
AND LE A L SUFF CIE CY
BY:
Sch a of Board A
July 16, 2012 Page 13
Interlocal Agreement by and between the Village of Key Biscayne, Florida,
and The School Board of Miami -Dade County, Florida
EXHIBIT "A"
CONCEPTUAL 3SITE PLAN FOR NEW 6-12 FACILITY AND
RECREATIONAL FIELDS
July 16, 2012 Page 14
r.ti itEH 7 REVIEW
STRAITS OF FLORIDA
Boston delivers near perfection
BY HOWARD COHEN
heel rtoft111 0,H",Ad mm
Calling a live album
"Live"2s of en a misnomer in
popular music Almost all
of the popular hoe albums
— Frampton Comes Alnel,
Eagles Live, Garth Brooks'
Double Ltve— were heavily
doctored m the studio with
overdubs, rerecorded in-
strumental parts and re -
sung vocals to sound pains-
takingly close to the record-
ed it erssons
three songs into Bos-
ton's opening date of its
2012 tour at Hard Rock Live
near Hollywood on Thurs-
day night, net after a flaw-
less re-creation of the 1971
classic -rock staple Feeim'
Satisfied, the notion ofbav-
ing to resort to such decep-
tiveteickery seenredunnec-
rosary for musicians and
sound engineers of this c ali-
ben Boston's front -of -house
sound was crystalhne, full-
bodied, warm and power-
ful, so close to perfect, you
could suggest that all 1300 -
ton has so do to craft its rust
killer hve album nght now
is to get onstage and simply
bit the record button
Boston mastermind Tom
Scholz, the group's founder,
guitarist, keyboardist and
primacy songwriter,
laughed backstage at that
suggestion after the
105 -minute concert
"They'd hear all my mss -
takes," he gapped
If there were any faults in
Jon stsmn
VETERAN GUITARISTS Boston's founder Tom Scholz left, and Gary Pahl play the
distinctive Boston sound on 'Hitch a Ride In this recent photo
the opening night's perfor-
mance theymostly were re-
flected in the concert's hap-
hazard video presentation.
Thelarge screenbehmd the
band only sporadically
flashed images, none of
them particularly mtecest-
mg, save a few shots of the
distinctive Boston guitar
spaceship logo.
The concert's pace in the
latter thud also flagged a bit
with a three-part Thud
Stage combo ofMy Destrna-
non/New World/To Be a
Man Ditto the surprising
inclusion of the tad -tempo
Used to Bad News as the
penultimate encore The
more rousing Don't Be
Afraid, from the same Don't
Village of Key Biscayne
dm,e or the Village Clerk
Pilaus NOTICE
Nonce,, hereby given that the following ordlnances volt be
considered on Second Reading by the Village Gaunt of the
Village of Key Biscayne at a Specut Meeting to be held on
niesday, Isdy 10 2012 at T 00p m, in the Council Chamber
located at 560 Crandon Boulevard, Key Biscayne, fords.
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT EX.
CEEDING 523 BBB Ore OF SCHOOL IMPROVEMENT REV
ENUE BONDS OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA POR THE PURPOSE OF PROVIDING POR
TION OP THE FINANCING OF A PERMANENT SECOND-
ARY EDUCATIONAL FACILITY AND RECREATIONAL
FIELDS LOCATED AT THE MAST ACADEMY CAMPUS AS
WELL AS NECESSARY RENOVATIONS OF THE KEY MS,
CAINE K 8 CENTER PROVIDING FOR SUPPLEMENTAL
RESOLUTIONS SETTING FORTH THEDETAILS OF SAID
BONDS, AND PROVIDING AN EFFECTIVE DATE
A CAPITAL PROIECT AUTHORIZING ORDINANCE OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA APPROV-
ING AN INTERLOCAL AGREEMENT WITH THE SCHOOL
BOARD OF MIAMI -DARE COUNTY REGARDING THE
FINANCING OF A PERMANENT SECONDARY EDU-
CATIONAL FACILITY AND RECREATIONAL FIELDS
LOCATED AT THE MAST ACADEMY CAMPUS AS WELL
AS NECESSARY RENOVATIONS OF THE KEY BISCAYNE
K 8 CENTER AT A COST NOT TO EXCEED 513,000,00P
PROVIDING FOR AUTHORIZATION, AND PROVIDING
FOR AN EFFECTIVE DATE
The proposed Ordinances maybe inspected by the public at
ih< OOtce piths Wisp Clerk intnentil parties may appear
at the Public Hearing and be heard with respect to the pro
pored Ordinance Any person wishing to address the Village
Council on any item it this Public Hearing is asked to regsster
mil the Village Clerk prior to that item bong heard
to accordance with the Amertraes With Disabilities Act of
1990 all persons who are disabled and who need special se
commodatIons m parttetpaee in this prorceding because of
that disability should contact the Office of the Village Clerk 88
West McIntyre Street, Sone 210, Key Biscayne Florida 31149,
telephone number (Jas) 365 5506 not later than two business
days prior to such proceeding
Should any person des. to appeal any decamp of the Village
Council with respect to any matter to be considered at this
meeting, that person shall muse that a verbatim senora of
the proceedtngs is made including all testimony and evidence
upon which any appeal maybe based (PS 2860105)
Comments of any interested party relative to lhs matter may
be submitted in wt rang and or presented in person at the
publicheanng
Conchae H Moans MMC
Village Clerk
Look Back album, would
have maintained the peak
Boston had built by that
point
But these are minor quib-
bles Boston, working as a
sic -piece with vets Scholz
and guitarist-keyboardrst
Gary Pahl, now includes
new co-vocalist/rhythm
gmtanst David Victor swap-
ping leads with lead singer
Tommy DeCarlo on Peace of
Mind and Amanda- Muscu-
lar drummer Curly Smith
has returned to the lineup to
anchor the sturdy rhythm
section with 'linty Ferree.
Four years ago when De -
Casio performed onitis first
[our with the group after
Scholz was tipped to his
YouTube videos, he had the
requisite hrghtenor voice to
replace the late Brad Delp
lie also had the charming
back story — Home Depot
employee and Boston fan
gets to front his favorite
band. But on this tour, a
slimmer DeCarlo seemed
much more ingrained in the
band and secure in his posi-
tion as thefocal element on-
stage. He effortlessly hit the
high notes on Mom Than a
Feeling and energetically
worked the near full -house
like apes
Aside from the afore-
mentioned gripes about a
song choice or two, the set
list was inspired. One of the
problems with having an al-
bumas all -encompassing as
its 1976 eponymous debut is
that it tends to overshadow
the other work Though the
hand played most of Boston
Thursday, the group also
showcased two superior
pieces from the overlooked
1994 Wolk On album The
driving rocker Surrender to
Me has a chorus hookas in-
delible as Boston's greatest
hats and went over well
with the audience Also im-
pressive, the complex, clas-
sical music -inspired Walk
On/Get Organ-Teed/Walk
On (Some More) medley
found Scholz, still lean,
youthful and clad for the
basketball court, coaxing
alarm sounds from a smok-
mg organ- The song's vari-
ous, layered parts built In
intensity and dynamics and
felt lake the giddy tadend of
a carnival's Himalaya ride,
when the merry-go-round
is spinning at us peak, the
music's blaring and the in-
toxicating feeling is like no
other
Follow a@HowardCohen
on Twitter
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The City of Munn Housing &Commercial Loan Committee (HCLC) will conduct a public meeting at City Hall, Commission
Chambers, 3500 Pan Amenoan Drive, Miami, FL 33133 on July 30, 2012, at 9 AM, to discuss items related to general
business, policies, and to provide the pulsar. an opportunity to continent on funding amendments affecting the City's
annual Action Plan for U S HUD & other city forded programs The proposed amendments and respective descriptions
can be found at www,mlaamiaov combolnmwMdeveloome ll
The approval by the HCLC, related to the proposed amendment(s), authorizes the City Manage to draft/amend the
appropriate City of Miami annual Action Plan Certain tem(s) may be available for public comment and review for a
period of no less than 30 days The review and comment period begins on June 30, 2012 and ends on July 30, 2012.
The proposed ameidment(al will be presented to the HCLC tar approval on July 30, 2012. Draft copies will be available
at the Clty of Miami, DCD, located at 444 SW 2. Avenue, 2FL, Mani, FL 33130 Commenta to amendment(s) must
be submitted in writing to the DCD address, Ann Monica Bosano, and must be received no later than July 30, 2012
Interested individuals are encouraged to attend this meeting "[harnessing ate is accessible to thehancacapped Requests
lot special accommodation(sl may be directed at 305-416-2080 no later than 3 business days poor to the meeting day
I00000056t — _ ___
Cuba -Florida
record target
of swimmer
Associated New
HAVANA — Marathon
swimmer Penny Palfrey
powered through the
Straits of Florida on Friday
as she attempted a record
103 -mile unassisted swim
from Cuba to Flonda that
tests the boasts of human
endurance and the will of
the high seas
Slathered with sunblo
and lubncaut to prevent
chafing, the British -born
Austrabanbade farewell to
onlookers, dived headfirst
into the calm, bath -water -
warm seas off Havana and
began stroking slowly
northward with a kayaker
as escort.
"There's a lot of work
that's gone Into this over
the past year," Palley said,
thanking her husband, her
team and Cuban officials
who helped facilitate the
trip "It'sallcomingtogeth-
er, andso exciting to finally
get to this mum where we
can get started"
A member of Palfrey's
crew was tweeting to fans,
while a web page updated
her location every 10 min-
utes or so based on data
fromaGPS devicewomby
the swimmer The site
showed her making steady
northward progress
through the Straits ofSore
da, where the Gulf of Mex-
ico and the Atlantic Ocean
meet
"Swimming strong
Great conditions Some
ielhes, but not had," mad
one tweet
As she tut l0hours in the
water, Palfrey bad traveled
about 18 miles from Cuba,
said Andrea Woodburn,
who was managing Pal-
frey's Twitter and Face -
book accounts. Woodburn
sad the evening forecast
called for thunderstorms
and some gusty winds, but
otherwise Palfry's weather
expert reported the "situa-
tionsabout asgood asit
gets no the Straits"
Palfrey will have to fight
through physical and men-
tal fatigue while fending
off dehydration, hypother-
mia and dangerous marine
MIRAMAR POLICE
AWN tnei0owsa
READY TO GO' Penny
Palfrey smiles before
beginning her swim in
Havana on Friday
life She estimates that it
would take 40 to 50 hours
to make the crossing, and
the currents would deter-
mine where in Florida she
came onshore
If Palfrey succeeds,
she'll go into the record
books as the first woman
to swum the Straits without
the aid of a shark cage In-
stead, she's relying on
equipment that surrounds
her with an electrical hold
to deter the predators
Australian Susie Mato-
ney made the crossing m
1997 at age 22, but with a
shark cage American Dr-
anaNyadmade twounsuc-
cessful cageless attempts
last year on either side of
her 62nd birthday, but had
to call them off due to a de-
bilitating asthma attack
and painful Portuguese
man-of-war stings She
plans to try again thus sum
trier
Palfrey, a 49 -year -old
mother and grandmother,
is more than a decade
younger than Nyad
She was wearing a regu-
lar sporting swimsuit in-
stead of a wetsuit, and
planned to put on a porous,
non -buoyant Lycra body -
suit that provides cover
down to the writs and an-
kles whenever Jellyfish
maybe a threat
Palfrey its no stranger to
s, which
f iced her yfish Ito abort two
past srooas in Hawaii
Officeraccused of
telling teen to strip
*POLICE, FROM 15
could look for bruising or
other evidence of sexual
activity
Infra; theaffidavn said,
she complied
The girl told police she
thought at "was the right
thing to do" because he
was an offices
Hen 19 -year -friend
turned away, unable to
watch, according to the
affidavit
He told police he heard
the man tell the girl, "I
need you to spread your
legs wider so I can see"
The officer then used a
flashlight to "inspect" her
and told her to pull down
her blouse so he could
check forbruismg,accord-
ing to the polls report
Then he returned the
driver's license to the boy
and told them. "Go home"
The teens got into the
front seats of the car,
"cried, hugged and drove
o$" the affidavit said.
The youngsters said
they didn't tell anybody at
first because they were
afraid and intimidated But
then the girl told bee older
sister, who insisted their
mother be told.
Whenquesttonedbypo-
Discoiltit
Patin Furniture
Sales and Service
Polio Furniture Distfiho(ors
19O411nel-tailBlvld
Dania Black fL
lice, the girl said the man
who'd ordered her to re-
move her clothing had a
gold badge and his last
name began with the letter
"R." She also said that she
knew she
could iden-
tify the
man if she
saw him
again Offi-
cials did
not release
se to Nos the teens'
idenunes
Investigators had the girl
turn m the clothes she was
wearing that day — spear
of blue Jeans, a Ralph Lou-
renT-shht, abeige bra, and
a pair ofpmkandblackun-
derwearbriefs.
Police also askedforsur-
veillance video from the
CVS Caremark near where
the teens had parked Al-
though the quality of the
video was not dear
enough to identify De Los
Rios, police say the body
language was consistent
with the victim's and wit-
ness'stateroents
De Los Rios' gold badge
was also paper bagged
The 1B -year veteran of
the department has been
on administrative leave
since the complaint was
filed in January amour
police launched a criminal
investigation along with
the Browsed state attor-
ney's
A warrant for De Los
Rios' arrest was issued Fri-
day. He later turned him-
self into police
"He is now suspended
without pay, pending the
outcome of the mvestiga-
tioo," Miramar police
spokeswoman Tanta Rues
lamitamilieralbe
MiamiHerald.com
PUBLISHED DAILY
MIAMI-DADE-FLORIDA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Before the undersigned authority personally
appeared:
STEPHANIE DELGADO
Who on oath says that he/she is
CUSTODIAN OF RECORDS
of The Miami Herald, a daily newspaper published at
Miami in Miami -Dade County, Florida; that the
attached copy of advertisement was published in said
newspaper in the issues of:
June 30, 2012
Affiant further says that the said The Miami Herald
is a newspaper published at Miami, in the said
Miami -Dade County, Florida and that the said
newspaper has heretofore been continuously published
in said Miami -Dade County, Florida each day and has
been entered as second class mail matter at the post
office in Miami, in said Miami -Dade County, Florida,
for a period of one year next preceding the first
publication of the attached copy of advertisement;
and affiant further says that he has neither paid nor
promised any person, firm or corporation any discount,
rebate, commission or refund for the purpose of
securing this advertise ent for publication in the said
wspapers(s).
to and suliscriTieal before me this
2°d day of July 2012
My Commission
Expires: August 1, 2014
Silvia Sendra
SILVIA SENORA
MY COMMISSION it OD 977782
EXPIRES August 1, 2,`t14
4,nded I hru Nrnery Public Linde. writers