HomeMy Public PortalAbout2022-05 Approving a first amendment to the agreement with the School Board of MDC relating to Solar Panels at MASTRE SO L U T IO N N O . 2022-05
A RE SO L U T IO N O F T H E V IL L A G E C O U N C IL O F T H E
V IL L A G E O F K E Y B ISC A Y N E , F L O RI D A , A P P R O V IN G A
F IR ST A M E N D M E N T T O T H E JO IN T U SE A G RE E M E N T
W IT H T H E SC H O O L B O A RD O F M IA M I-D A D E C O U N T Y
F O R T H E IN ST A L L A T IO N O F SO L A R PA N E L S A T T H E
M A RI T IM E A N D SC IE N C E T E C H N O L O G Y A C A D E M Y
(M A ST ) IN A N A M O U N T N O T T O E X C E E D $40,000 ;
P R O V ID IN G FO R A U T H O RI Z A T IO N ; A N D P R O V ID IN G
F O R A N E F F E C T IV E D A T E .
W H E RE A S, on September 6, 2013, the Village of Key Biscayne (the "Village") entered
into a Joint Use Agreement ("Agreement") with the School Board of Miami-Dade County (the
"Board") for the shared use, maintenance, and operation of the recreational fields at the Maritime
and Science Technology Academy located at 3979 Rickenbacker Causeway ("MAST"); and
W H E RE A S, the Village desires to provide the School Board $40,000 to install solar panels
on the rooftop of the concession building located at MAST; and
W H E RE A S, the Village Council desires to approve a First Amendment to the Agreement,
in substantially the same form attached hereto as Exhibit "A," to provide $40,000 to the School
Board for the installation of solar panels at MAST and the incorporation of COVID-19 safety
procedures (the "First Amendment"); and
W H E RE A S, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
N O W , T H E RE F O RE , B E IT RE SO L V E D B Y T H E V IL L A G E C O U N C IL O F T H E
V IL L A G E O F K E Y B ISC A Y N E , F L O RI D A , A S F O L L O W S :
S ection 1. R ecitals. That each of the above-stated recitals are hereby adopted,
confirmed, and incorporated herein.
S ection 2. A pproval. That the Village Council approves the First Amendment to the
Agreement attached hereto as Exhibit "A."
Page I of2
Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to execute the First Amendment, in substantially the form attached hereto as Exhibit "A,"
in an amount not to exceed budgeted funds, subject to the approval of the Village Attorney as to
form, content, and legal sufficiency.
Section 4.
adoption.
Effective Date. That this Resolution shall be effective immediately upon
PASSED and ADOPTED this~ day of F::....;e=b=ru=acy=.,._ , 2022.
ATTEST:
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIE
~p~
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
Page 2 of2
EXHIBIT "A"
FIRST AMENDMENT TO JOINT USE AGREEMENT
THIS FIRST AMENDMENT TO JOINT USE AGREEMENT (the "FirstAmendmenf')
is made and entered into this day of 20_, by and between
THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a body corporate and politic
existing under the laws of the State of Florida (hereinafter referred to as the "Board"), and
the VILLAGE OF KEY BISCAYNE, a municipal corporation of the State of Florida
(hereinafter referred to as the ("Village"). The Village and Board are sometimes refer ed to
in this First Amendment individually as "Party" and collectively as "Partles".
WITNESSETH •
WHEREAS, the Board and Village entered into that cer,tain Joiht.Use Agreement
dated September 6, 2013 (the "Agreement"), for the shared use, maintenance and
operation of the recreational fields at Maritime & Science Technolog Academy ("MAST"),
located at 3979 Rickenbacker Causeway, Key Biscayne/Florida, for recreational purposes
(the "DEMISED PREMISES"); and
WHEREAS, at the request of the MAST Green Charppion Energy Committee at MAST,
the Village has authorized funding, in the amount of Forty Thousand Dollars ($40,000), to be
provided to the Board for the installation of solar panels ("Solar Panels") on the rooftop of the
concession building located within the ~SE0 PREMISES at MAST; and
WHEREAS, the Board and Village are desirous of entering into this First
Amendment to allow for the installation of the Solar Panels within the DEMISED
PREMISES at MAST, and to a en other terms and conditions of the Agreement, as
provided below; and
WHEREAS, the Vilfag has formulated a plan for operating its recreational programs
at MAST, which the 'vii age represents to be a plan in accordance with all local, County,
State, School E}o"'rd, Federal and/or Centers for Disease Control ("CDC") guidelines and
requirements rela ed to the COVID-19 pandemic, as such CDC guidelines may be
amended from time,to time ("Operating Plan"); and
Wl?lEREAS, The School Board of Miami-Dade County, Florida, has authorized this
'men.9 ent in accordance with Board Action No. __ , __ at its meeting of
---·· 20_; and
WHEREAS, the Village of Key Biscayne, by the adoption of Resolution No. ,
at its meeting of , 20 __ , approved this First Amendment.
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #1 11.18.21
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NOW, THEREFORE, for and in consideration of the conditions and covenants
he re in a ft e r co nta in e d a n d oth e r good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. T h e fo re g o in g recitals are true and correct and are incorporated herein by
reference.
2. Article 5 (CONSTRUCTION OF FACILITIES) is hereby amended to add a
new subsection, as follows:
"5.2.1 Installation of Solar Panels. Effective with the ffective Date of First
Amendment (as hereinafter defined), the Parties snail collabdrate to facilitate
the funding and installation of Solar Panels on the rooftop of the concession
building (the "Work") located within the DEMISED PREMISES, as substantially
depicted in [Exhibit "B" ttached hereto and made a =art hereof. In that re ard
the Parties agree as follows:
- Wi thin thirty (30) days after t~e Effective Date of First
Amendment, the Village shall proyide funding, in hand, to the Board
("Village Funding") in the amount of Forty Thousand Dollars
($40,000), which amount shall be placed in an account specifica lly
dedicated to the construction by the Board of the Work;
All expenses necessary to complete the Work, in excess of the
Village Funding, shall be the responsibility of the Board;
Subseguent to receipt of the Village Funding, the Board shall
finalize the design of the Work, and award the construction contract;
Any substantive change to the nature and scope of the Work
shall be utually approved by the Parties or their authorized
de si n es;
~T h e B o a rd 's B u ild ing Department shall be the entity
\responsible for reviewing and approving all construction
/documents, issuing permits for construction and providing final
r acce p ta n ce of the Work;
At the completion of the Work, the Solar Panels shall become the
property of the Board, without compensation due to the Village; and
S u b se q u ent to final acceptance of the Work by the Board, the
B o a rd shall retain responsibility for maintenance of the Solar Panels,
a n d for repair and/or replacement in the event of a casualty.
T h e V illa g e 's so le re sp o n sib ility sha ll be to pro v id e the Board with
the V illa g e F u n d in g in the a m o u n t of Forty Thousand Dollars
($4 0 ,0 0 0 )".
Commented [LMl]: District staff to secure a scope from the
vendor, and confirm with the Village.
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #1 11.18.21
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3. Article 8 (USE OF FACILITIES GENERA LLY) of the Agreement is hereby
amended to add a new subsection, as follows:
"8.8 Compliance with Emergency Orders. Notwithstan, ing a~her
provisions of the Agreement, as amended, the Village acknowledges and
agrees that the Village shall comply with any applicable federal, state,
county, or Board guidelines currently in place or that ma be implemented,
from time to time, related to the COVID-19 crisis flt all tirn_es'in the Village's
use of the DEMISED PREMISES." .,,.
4.
5.
6.
7.
Article 13.2 (ITEMS EXCLUDED FR0M VILMGE MAINTENANCE
RESPONSIBILITY) of the Agreement is hereby amended to clarify that
maintenance of the Solar Panels is excluded from the Village's
responsibilities under this Agreement.
Article 13 (MAINTENANCE ,OE FACILITIES) of the Agreement is hereby
amended to add a new subsection,. as follows:
"13.12 Maintenance during the COVID-19 pandemic. Notwithstanding any
other provisions of the Agreement, as amended, the Village acknowledges
and agrees that the Village shall be solely legally responsible and fully liable
for compliance with all maintenance requirements and mitigating measures in
its use of the acilities or elsewhere on the Site under any Emergency
Orders or Board Policies related thereto, at the Village's sole cost and
expense.·
Article 18.1 (DAMAGE OR DESTRUCTION OF FACILITIES - CASUAL TY) of
the Agreement is hereby amended to clarify that the Board shall retain
responsibility to repair or replace the Solar Panels or any portion thereof,
ould the Solar Panels be destroyed or so damaged by fire, windstorm or
other casualty that the Solar Panels are rendered unfit for the purposes
intended.
Article 33.9 (NOTICES) of the Agreement, is hereby deleted in its entirety
and replaced with a new Article 33.9 and subsections 33.9.1 and 33.9.2, as
follows:
"33.9. Notices. All notices or communications under this Agreement by
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #1 11.18.21
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either Party to the other ("Notice"), shall be sufficiently given or delivered if
dispatched by (1) certified U.S . m ail, postage pre-paid, return receipt
requested, (2) hand delivery, (3) Federal Express or other comparable
overnight mail service, (4) telephone facsimile transmission with transmission
receipt, or (5) electronic mail to the following addresses, or as the same may
be changed in writing from time to time:
In the case of nottce oc communication to the Board: ("\ ':\·
The School Board of Miami-Dade County, Florida '-b V
c/o Superintendent of Schools •
School Board Administration Building '
14 50 N.E. Second Avenue, Room 912
M iam i, Florida 33132
Fax: 305-995-1488 •
Wi th a copy to:
M iam i-Dade County Public Schools
O ffice of School Facilities
Attention: Chief Facilities Design and Construction Offi cer
14 50 N.E . Second Aven~ue Roon; £123
M iam i, Florida 33132
Fax: 305-995-1607
E-m ail: RP erez6@ d deschools.net
. J
The-Schoo l Bo ard of M iam i-Dade County, Florida
School Bj ard A ttorn ey's O ffi ce
14 50 NE: 2nd Avenue, #4 00
M iam i, FL 33132
Att n: School Board Attorn ey
Pax: 305-995-14 12
E-m ail: W alter.Harv ey@ dadeschools.net and A Craft@ dadeschools.net
In the ca se of notice or com m unica tion to the Village:
V illage of Key Bisca yne
Village M anager
88 W est M cInty re Street
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #I 11.18.21
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Key Biscayne, Florida 33149
Attn: Steven Wi lliam son
Fax: 305-365-8936
E-m ail: Swilliam son@ keybiscayne.fl.gov
Wi th a copy to:
Weiss Sero ta Heitm an Cole & Bierm an, P.L.
Village Attorn ey
2525 Ponce de Leon Blvd., Suite 700
Coral G ables, Florida 33134
Attn: Chad Friedm an, Esq.
Fax: 305-854-2323
E-m ail: Cfriedm an@ W SH-Law.com
33.9.1. Title and paragraph headings are fo r convenient reference and are not
intended to confer any rights or obligations upon the Parties to this
Agreem ent.
33.9.2. Except as otherw ise provided in this Agreem ent, any Notice shall be
deem ed received only upqn' actual delivery at the address set fo rth
above. Notices d~livered after 5:00 PM (at the place of delivery) or on
a non-busin ss day, sHall be deem ed received on the next business
day. If al\Y tim e fo r giving Notice contained in this Agreem ent would
otherw ise,e'xpire bn a non-business day, the Notice period shall be
ext ended to t9e next succeeding business day. Counsel fo r the Board
and G0u~e'I for the Village may deliver Notice on behalf of the Board
and the V illage, respectively. Any party or other person to whom
Notices are to be sent or copied m ay notify the other parties of any
change in nam e or address to which Notices shall be sent by
prt>viding the sam e pursuant to this pro vision."
e effective date of this First A m endm ent shall be the date on which the last
of the Parties executes this First Am endm ent ("Effective Date of Firs t
Am endm ent").
9. All other term s and conditions of the Agreem ent, as amended, shall remain
unchanged.
[INDI VIDUAL SIG NATURE PAGES FO LLOW]
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #1 11.18.21
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IN W ITNESS W HEREOF, the Board and Village have ca used this First Amendment
to be executed by their respective and duly authorized officers the day and year first
hereinabove written.
WITNESSES AS TO THE VILLAGE: VILLAGE: '-,
VILLAGE OF KEY BISCAYNE ~
Print Name: _
Print Name: _
By: • _
Name: _
Title: _
Date: _
ATTEST:
By:
Village Clerk
TO THE VILLAGE: APPROVED AS TO
FORM AND LEGAL SUFFICIENCY:
Village Attorney
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #I 11.18.21
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W IT N E S S E S A S T O T H E B O A R D : B O A R D :
THE SCHOOL BOARD OF MIAMI-
DADE COUNTY, FLORIDA
Print Name: _
Print Name: _
By: __,_.;,__
Alberto M. Carvalho
Superintendent of Schools
Date: ___._,,
RECOMMENDED:
•
✓
TO THE BOARD: APPROVED AS TO
RISK MANAGEMENT ISSUES:
Office of Risk and Benefits Management--'
Risk and Benefits Officer
Date: ___.._~:
Raul 1F. Perez"
Chief Facjlities Design and Construction
Officer
Date: _
TO THE BOARD: APPROVED AS TO
FORM AND LEGAL SUFFICIENCY:
School Board Attorney
Date: _
TO THE BOARD: APPROVED AS TO
TREASURY MANAGEMENT ISSUES: '
Office of Treasury Management
Treasurer
Date: _
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #1 11.18.21
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EXHIB IT "B "
TO
JO INT USE AG R EEM ENT
[consisting of_ pages, including this title page]
First Amendment to Joint Use Agreement/MAST at Key Biscayne SB Draft #1 11. 18.21
Page 8 of8
Commented [LM2]: District Capital staff to confirm original
vender/scope is still accurate and pricing is current.
•