HomeMy Public PortalAbout2022-43 Approving an interlocal master agreement with Miami-Dade County for the coordination of the Village's Resilient Infrastructure Program Strategy and Integrated Implementation PlanRESOLUTION NO. 2022-43
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
AN INTERLOCAL MASTER AGREEMENT WITH MIAMI-
DADE COUNTY FOR THE COORDINATION OF THE
VILLAGE'S RESILIENT INFRASTRUCTURE PROGRAM
STRATEGY AND INTEGRATED IMPLEMENTATION
PLAN PROJECT AND THE COUNTY'S WATER AND
SEWER UTILITY WORK THROUGH INDIVIDUAL JOINT
PARTICIPATION AGREEMENTS; PROVIDING FOR
AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Village of Key Biscayne (the "Village") is currently in the process of
implementing the Resilient Infrastructure Program Strategy and Integrated Implementation Plan,
which will require the Village to excavate roadways to construct the various resiliency
infrastructure upgrades (the "Project "); and
WHEREAS, as a part of the Project, the Miami -Dade County (the "County") Water and
Sewer Department has notified the Village that it may propose projects that necessitate the
installation, relocation, replacement, adjustment or removal of the County's water and sewer
infrastructure facilities within the Village (the "Utility Work"); and
WHEREAS, in order to minimize disruptions to residents and increase efficiencies during
construction of the Project and the County's Utility Work, the County and the Village have
proposed entering into an interlocal master agreement, attached hereto as Exhibit "A"(the
"Interlocal Agreement"), to coordinate the County's Utility Work and the Village's Project
through individual joint participation agreements; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above -stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Approval. That the Village Council approves the Interlocal Agreement
with the County in substantially the form attached hereto as Exhibit "A."
Section 3. Authorization. That the Village Manager is hereby authorized to execute
the Interlocal Agreement, in substantially the form attached hereto as Exhibit "A," and any
required or related agreements, amendments, or documents which are required to implement the
purposes of this Resolution and the Interlocal Agreement, subject to the approval of the Village
Attorney as to form, content, and legal sufficiency.
Section 4. Effective Date. This Resolution shall become effective immediately upon
adoption.
PASSED and ADOPTED this 24th day of August
ATTEST:
OC J�
L OC LYN B. (KOCH
VILLAGE CLERK
, 2022.
MICHAEL W. DAVEY
MAYOR
♦ I � � b
•r
PLOR
APPROVED AS TO
FORM AND LEGAL SUFFICIENCY:
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
Page 2 of 2
INTERLOCAL MASTER AGREEMENT BETWEEN MIAMI-DADE COUNTY AND
THE VILLAGE OF KEY BISCAYNE TO PROVIDE UTILITY WORK
FOR MIAMI-DADE COUNTY
THIS AGREEMENT is entered into this day of , 202_ (the "Effective
Date"), by and between Miami -Dade County, a political subdivision of the State of Florida (the
"COUNTY"), and the Village of Key Biscayne, a municipal corporation organized and existing
under the laws of the State of Florida (the "VILLAGE").
WITNESSTH:
WHEREAS, the COUNTY owns or may, in the future, own certain water and wastewater
facilities, including but not limited to, gravity sewer pipes, pump stations, reclaimed water pipes,
valves and valve covers, manholes and access covers, water pipes, sanitary sewage pipes, meters,
hydrants, and all appurtenances thereto, which are or may, in the future, be located in the
VILLAGE's public roads or lands (the "FACILITIES"); and
\WHEREAS, the Miami -Dade Water & Sewer Department ("WASD") operates the
COUNTY's water and sanitary wastewater system; and
WHEREAS, the VILLAGE will be engaging in a Village -wide project to improve
resiliency throughout the island, which will include, among other things, roadway and stormwater
system improvements as well as installation of various underground utilities (hereinafter referred
to as either the "Project" or the "Projects"); and
WHEREAS, the VILLAGE and the COUNTY may propose Projects that necessitate the
installation, relocation (vertically and/or horizontally), replacement, adjustment or removal of the
Facilities or some combination thereof (hereinafter referred to as "Utility Work"); and
WHEREAS, the VILLAGE and the COUNTY desire to minimize delays, costs, and impact
to the public, which may result from lack of coordination and communication between or among
them and their respective contractors performing the Project and/or the Utility Work; and
WHEREAS, the VILLAGE and the COUNTY desire to enter into a master agreement that
establishes the procedure for the performance and reimbursement of the Utility Work, including
the utility design work to be performed and the utility construction work to be carried out (the
"Interlocal Master Agreement"); and
WHEREAS, the purpose of this Interlocal Master Agreement and the individual joint
participation agreements (hereinafter, "JPA") is to perform the Utility Work with the Project in an
efficient, coordinated, economical and expeditious manner,
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the VILLAGE and the COUNTY hereby agree as follows:
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1. Within XX months of the Effective Date of this Agreement, the VILLAGE will provide to
the COUNTY a list of Projects that it intends to begin engineering design for in the next
two years. This list of Projects will include anything involving roadway or subsurface
work as well as Projects involving landscaping, resurfacing, drainage and lighting. The
list of Projects will include the scope of work and schedule/timing for each Project. Such
list may be amended after the exchange, but it is the intent of the VILLAGE to give the
COUNTY advance notice of anticipated Projects with sufficient lead time for planning and
funding purposes. Within sixty (60) days of the exchange of the list of Projects, the
COUNTY will review and identify the Projects from the VILLAGE's list that are potential
candidates for proposed WASD infrastructure improvements within the limits of any
Project. Additionally, at this time, the COUNTY will notify the VILLAGE of any projects
on the VILLAGE's list that do not correspond with projects that WASD has placed on its
Capital Improvements Plan and, therefore, will constitute Utility Work that is being taken
out of order for WASD.
2. In the event the VILLAGE and the COUNTY determine and agree that Utility Work may
be necessary for any Project, a Joint Participation Agreement ("JPA"), in substantially the
same form as the JPA attached hereto as Exhibit A, will be executed by the VILLAGE and
the COUNTY. A JPA will be entered into for design work, if applicable, and a separate
JPA will be entered into for construction work, if applicable. Each JPA will specify the
Project -specific terms, conditions and costs associated with the design and/or construction
of all Utility Work for each Project.
3. Utility Coordination and Identifying/Implementing Projects
For any Project where the VILLAGE or COUNTY determines that Utility Work may be
necessary, the following procedure will be utilized (although the VILLAGE and the
COUNTY may mutually agree to combine or eliminate any portion of the procedure that
may not be applicable to a specific Project) for purposes of implementing a JPA:
a. Identifying Projects/Utility Coordination
(1)
Upon receipt of the list of Projects from the VILLAGE, WASD will have
sixty (60) days to advise the VILLAGE of its possible interest in entering
into a JPA for the Utility Work necessary for the Projects identified. In the
event that the VILLAGE is able to undertake additional Projects due to new
funding sources not identified in the fiscal budget, the VILLAGE will notify
WASD, and all of the above terms will apply.
(2) Upon completion of 30% of the design work for a particular VILLAGE
Project, the VILLAGE shall send a written notice to WASD, including the
30% design work (the "Notice") (see Paragraph 10 herein for requirements
of notices), which will set forth the scope and timeline of the particular
VILLAGE Project.
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(3)
WASD shall inform the VILLAGE of its interest in entering into a JPA or
not within thirty (30) days of the Notice and submittal of 30% of the design
of the VILLAGE's Project by the VILLAGE. To the extent possible at this
point in the Project, WASD shall inform the VILLAGE of the preliminary
proposed scope for the Utility Work and whether the JPA will be for design
and/or construction by the VILLAGE.
Mandatory Utility Meeting
(l)
If WASD sends a written response to the VILLAGE's Notice expressing a
desire to enter into a JPA for design and/or construction of the Utility Work,
the VILLAGE shall propose in writing a time, date and location for a
mandatory meeting (the "Meeting Notice") between the representatives of
the VILLAGE and WASD who will be managing and/or supervising the
Utility Work to discuss the parameters of the Project and implement the
process for a mutually beneficial Project (hereinafter, the "Mandatory
Utility Meeting"). Within two business days of receipt of the Meeting
Notice, WASD will confirm its availability for the Mandatory Utility
Meeting at the time, date and location specified on the Meeting Notice or
will suggest in writing other possible dates, times or locations for the
Mandatory Utility Meeting.
(2) The VILLAGE's and WASD's representatives will bring any information
pertinent to the Project to the Mandatory Utility Meeting, including but not
limited to, the VILLAGE's thirty percent (30%) design work for the Project
as well as reports and as -built drawings of the existing WASD Facilities.
(3)
At the Mandatory Utility Meeting, the VILLAGE and WASD will discuss
and identify the scope of the Utility Work to be done by the VILLAGE, and
if applicable, the scope of the Utility Work to be done by WASD.
Additionally, the minimum qualifications for the VILLAGE designer and
contractor will be discussed, if the VILLAGE is to do the design work for
the Utility Work. At the Mandatory Utility Meeting, if the VILLAGE and
WASD disagree as to the scope of the Utility Work to be performed by each
party and the Mandatory Utility Meeting is adjourned before an agreement
can be reached, the VILLAGE and WASD will not move forward with a
JPA for the design or construction of the Utility Work. WASD, at its own
discretion, will decide whether to proceed with the Utility Work and when
it will proceed with such work.
(4) If a JPA is not entered into at the conclusion of the Mandatory Utility
Meeting, the VILLAGE will, nevertheless, execute a Letter of Intent to
proceed with the Project. The Letter of Intent will be in substantially the
same form as that attached hereto as Exhibit B. The purpose of the Letter
of Intent is to ensure that, if WASD moves forward with the design work
required for the Utility Work necessary for the Project and incurs the
expenses associated with such design work, the VILLAGE will not
discontinue or unreasonably delay the Project and WASD's resources will
not be wasted.
(5)
Regardless of whether the VILLAGE or WASD is performing the design
work, the Project plans shall be designed in a manner to reduce and
minimize any conflicts with WASD Facilities. Where conflicts are
identified, the VILLAGE and WASD agree to resolve the conflicts in the
most cost-effective manner that is the least disruptive to the general public
and is the least costly to the residents of Miami -Dade County.
(6) Regardless of whether the VILLAGE or WASD is performing the design
aspect of the Utility Work, each will fully cooperate with all Right -Of -Way
("ROW") users in the preparation of the design. To the extent a conflict
arises in the design process with a ROW user other than WASD or the
VILLAGE, the VILLAGE and WASD agree to resolve the conflicts in the
manner that is least disruptive to the general public and is the least costly to
the residents of Miami -Dade County.
c. VILLAGE to Design Utility Work
(1)
Within two (2) weeks after the Mandatory Utility Meeting, if the parties
desire to enter into a JPA for the design work, the VILLAGE will provide a
design cost proposal to WASD for the design work to be performed by the
VILLAGE for the Utility Work.
(2) If WASD agrees with the design cost proposal provided by the VILLAGE
for the design work, it will provide written confirmation of its agreement
with the design cost proposal within ten (10) business days of its receipt of
the design cost proposal. In its written confirmation, WASD will also
reconfirm its desire to enter into a JPA with the VILLAGE for the design
work.
(3)
If WASD does not agree with the design cost proposal provided by the
VILLAGE for the design work, it will advise the VILLAGE of its
disagreement in writing within five (5) business days of receipt of the
proposal and will propose a date, time and location for a second meeting
between WASD and the VILLAGE to discuss the design cost proposal for
the design work. The second meeting shall take place no later than ten (10)
business days from WASD's receipt of the VILLAGE's design cost
proposal for the design work. If either WASD or the VILLAGE do not wish
to have a second meeting to discuss the VILLAGE's design cost proposal,
whichever party declines the second meeting will also make it clear in
writing that it no longer wishes to proceed with a JPA for the Utility Work.
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(4) If the VILLAGE's design cost proposal is not acceptable to WASD but the
parties conduct a second meeting and reach an agreement as to the design
cost proposal, WASD will provide written confirmation of its agreement
with the revised design cost proposal and a reconfirmation of its desire to
proceed with a JPA for the design work.
(5)
If the parties cannot reach an agreement as to the VILLAGE's design cost
proposal, WASD will be responsible for the design work. As set forth in
Section 3(d) below, the VILLAGE and COUNTY may enter into a
construction JPA where WASD will provide the design work to the
VILLAGE for inclusion in the VILLAGE's construction contract
documents.
(6) If the VILLAGE and WASD agree that the VILLAGE will perform the
design work based on the design cost proposal or revised design cost
proposal, as applicable, the VILLAGE will prepare, execute and forward
two originals of the JPA for the Utility Work to WASD for approval. The
COUNTY will execute both original JPAs and return a copy to the
VILLAGE within ten (10) business days of its receipt of the VILLAGE's
executed JPA.
(7)
Once the JPA is executed by WASD, the VILLAGE will submit an invoice
to WASD for the design work for a lump sum amount. WASD will pay the
invoice within forty-five (45) days of receipt of the invoice. WASD shall
have the right to review and audit the VILLAGE's records regarding use of
the lump sum payment.
(8) The VILLAGE shall submit the Utility design materials to WASD for
review and approval when the design of the Utility Work is thirty percent
(30%) complete, again when the design is sixty percent (60%) complete,
and again when the design is ninety percent (90%) complete. In the event
WASD finds deficiencies in the design materials, it will notify the
VILLAGE of such deficiencies in writing within ten (10) business days after
each submittal. The VILLAGE's Procurement and Risk Management
Directors shall have the right to review WASD's comments to ensure that
they comply with the VILLAGE's Code. Within thirty (30) days of the
VILLAGE's receipt of WASD's notification of deficiencies, the VILLAGE
will correct the deficiencies and return the corrected documents for
WASD's review and approval.
(9)
When the design is one -hundred percent (100%) complete, the VILLAGE
shall provide WASD with a final set of coordinated design documents (the
"Plans Package"). The Plans Package shall, at a minimum, include: final
accepted engineering design drawings; "dry -run" permit approvals;
technical specifications and special provisions; an estimated opinion and
probable construction cost, including contingency and allowance account
funds for the construction of the Utility Work; and the minimum contractor
qualifications. The Plans Package will also identify any and all activities
and work necessary for the Utility Work, including but not limited to,
clearing and grubbing; survey work; and a traffic control plan. WASD shall
review and provide final acceptance in writing to the VILLAGE of the Plans
Package within ten (10) business days.
(10) If the VILLAGE requests information from WASD's files, WASD shall
furnish such information to the VILLAGE within ten (10) business days
from the VILLAGE's request. The VILLAGE, however, shall remain
solely responsible for the proper preparation of the design materials in
accordance with WASD Design and Construction Standards.
d. WASD to Design Utility Work
(1) After the Mandatory Utility Meeting, if the VILLAGE and WASD agree
that WASD will perform the design work, then WASD and the VILLAGE
will develop a mutually agreeable timeline and coordinate their utility and
roadway design efforts.
(2) WASD shall submit the Utility design materials to the VILLAGE for review
and approval when the design is thirty percent (30%) complete, again when
the design is sixty percent (60%) complete, and again when the design is
ninety percent (90%) complete. In the event the VILLAGE finds
deficiencies in the design materials, it will notify WASD of such
deficiencies in writing within ten (10) business days after each submittal.
Within thirty (30) days of WASD's receipt of the VILLAGE's notification
of deficiencies, WASD will correct the deficiencies and return the corrected
documents.
(3)
Ultimately, WASD will submit to the VILLAGE a Plans Package, which
shall, at a minimum, include: final accepted engineering design drawings;
"dry -run" permit approvals; technical specifications and special provisions;
an estimated opinion and probable construction cost, including contingency
and allowance account funds for the construction of the Utility Work; and
the minimum contractor qualifications. The Plans Package will also identify
any and all activities and work necessary for the Utility Work, including but
not limited to, clearing and grubbing; survey work; and a traffic control
plan. The VILLAGE shall review and provide final acceptance in writing
to WASD of the Plans Package within ten (10) business days.
(4) If WASD requests information from the VILLAGE's files, the VILLAGE
shall furnish such information to WASD within ten (10) business days from
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WASD's request; however, if WASD is to perform the utility design work,
it shall, at all times, remain solely responsible for the proper preparation of
the design materials.
e. Construction of Utility Work
(1)
Upon completion of the design work by either the VILLAGE or WASD,
and approval of the design work by the party who did not perform the design
work, the VILLAGE will incorporate its design plans or WASD's Plans
Package into a request for solicitation. WASD will receive a copy of the
request for solicitation fifteen (15) business days before it is advertised and
will provide its comments regarding such request for solicitation within ten
(10) business days. WASD shall provide any and all procurement language
required by the County that may need to be included in the VILLAGE's
solicitation. This should include any COUNTY code requirements or
COUNTY procurement requirements that may be necessary. Language
should be included in the VILLAGE's solicitation that notifies the bidders
that the Utility Work is being funded by a .TPA with WASD and that funding
for the Utility Work will be released after satisfactory inspection by WASD.
The solicitation shall include a separate bid item for the Utility Work. The
VILLAGE shall procure a contract for construction of the Project, including
the Utility Work, in accordance with the VILLAGE's legal and statutory
requirements.
(2) Regardless of whether the VILLAGE or WASD will be performing the
construction aspect of the Utility Work, the VILLAGE and the COUNTY
agree that the Facilities shall, at all times, remain the property of the
COUNTY. In addition, regardless of whether the VILLAGE or WASD will
be performing the construction aspect of the Utility Work, the VILLAGE
agrees to consult with WASD and get WASD's approval of the sequence of
construction for the Project(s).
(3) VILLAGE to Construct Utility Work
(i) Before the VILLAGE selects a contractor from the bids received in
response to the request for solicitation, WASD shall have an
opportunity to review the Utility Work portion of the bids for
balance and shall have the right to recommend and/or provide
comments/evaluation to the VILLAGE as to which contractor
should receive the award.
(ii) If the portion of the bid of the contractor selected by the VILLAGE
for performance of the Utility Work is within ten (10) percent of the
cost estimate provided in the Plans Package and agreed to by the
VILLAGE and WASD in advance of the publication of the request
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for solicitation, the VILLAGE will prepare, execute and forward to
WASD two (2) originals of the JPA for the construction aspect of
the Utility Work. WASD will execute the JPA and return a copy to
the VILLAGE within ten (10) business days of its receipt of the
VILLAGE's executed JPA. If the bid of the contractor selected by
the VILLAGE for the performance of the Utility Work is more than
ten (10) percent of the cost estimate provided in the Plans Package
and agreed to by the VILLAGE and WASD in advance of the
publication of the request for solicitation, WASD shall have up to
30 days to work with the VILLAGE and the contractor to try to
negotiate the price. If at the conclusion of the 30 -day negotiation
period, the bid for the Utility Work has not been brought down to an
acceptable number to WASD, WASD shall have the right to reject
the bid for the Utility Work and take over construction of the Utility
Work itself.
(iii) Immediately upon award of the contract for the construction aspect
of the Project, WASD will receive notice of the award from the
VILLAGE and will provide the funds to the VILLAGE in
accordance with the terms of the executed construction JPA.
(iv) The VILLAGE's contractor shall begin construction on the Project,
including the Utility Work, once a Notice to Proceed has been issued
by the VILLAGE.
(v) The VILLAGE shall obtain all necessary permits and utility
adjustments and will coordinate the review of construction
documents by the utilities and permitting agencies. The VILLAGE
shall obtain all necessary permits for the Project, including the
Utility Work, in accordance with applicable state, federal and local
laws and ordinances. WASD will use good faith efforts to assist the
VILLAGE in expeditiously obtaining all permits from COUNTY
departments.
(vi) WASD shall fully cooperate with the VILLAGE's contractor in all
matters relating to the performance of the Utility Work.
(vii) WASD shall perform all construction inspections, testing and
monitoring of the Utility Work to insure that it is properly performed
in accordance with the Plans Package or the VILLAGE's designs.
When the Utility design work was completed by the VILLAGE, the
VILLAGE shall be responsible for reviewing contractor- furnished
engineering submittals and will provide its written acceptance of the
submittals to WASD for its review and approval. When the Utility
design work was completed by WASD, WASD shall be responsible
for reviewing contractor -furnished engineering submittals and will
provide its written acceptance of the submittals to the VILLAGE for
its review and approval. Except for the inspection, testing,
monitoring and reporting to be performed by WASD, the VILLAGE
will perform all contract administration for its contract.
(viii) The VILLAGE's engineer has full authority to supervise the Project.
The VILLAGE's engineer shall confer with WASD when any
adjustments and/or changes to the Plans Package or the VILLAGE's
designs affect the Utility Work portion of the Project. If WASD
does not agree with the adjustments/changes proposed by the
VILLAGE's engineer, WASD will provide the VILLAGE with an
explanation from its engineer based on the WASD Standard Utility
Specifications, which Specifications will ultimately control in the
event of any disagreements related to adjustments or changes to the
Plans Package and are available on the WASD website or by
request.
(ix) Change Orders related to Utility Work are subject to review and
approval of WASD prior to any compensation to the Contractor.
(x) The VILLAGE's Contractor will be required to provide a payment
and performance bond in accordance with Florida Statute Section
255.05 that includes the COUNTY as an additional named party on
the bond. The VILLAGE's Contractor will also be required to
provide a one-year maintenance bond (one-year from the date of
completion and final inspection of the work), which bond shall name
and benefit the COUNTY directly.
(4) WASD to Construct Utility Work
(i)
If the portion of the bid of the contractor selected by the VILLAGE
for performance of the Utility Work exceeds the cost estimate
agreed to by the VILLAGE and WASD by more than ten (10)
percent, WASD may decline to enter into a JPA with the VILLAGE
for the construction aspect of the Utility Work. WASD will notify
the VILLAGE that it will not enter into a JPA for the construction
work in writing within fourteen (14) days of its receipt of the
bid/contractor materials.
(ii) If WASD elects to perform the construction of the Utility Work,
WASD shall proceed with the construction, as set forth in the Plans
Package or the VILLAGE's designs, within fourteen (14) days of its
notification to the CITY in writing of its choice to forgo the JPA for
construction of the Utility Work and its intent to proceed with the
work itself.
If WASD is to perform the construction, WASD shall be responsible
for obtaining all necessary permits and will coordinate the review of
construction documents by the utilities and permitting agencies.
The VILLAGE will use good faith efforts to assist WASD in
expeditiously obtaining all permits from VILLAGE departments.
f. Cost of Utility Work
(1) The Utility Work will be performed at the sole cost and expense of WASD,
unless WASD is entitled to reimbursement or funding for the Utility Work
from another source, including but not limited to, the following
circumstances (collectively, "Reimbursable Work") :
• when the Project is federal aid eligible, meaning 50% or more of the
Utility Work is for existing facilities;
• when a written agreement incidental to a right-of-way acquisition
process requires the VILLAGE to compensate WASD for the costs
of any subsequent relocation of the Facilities; or
• when WASD holds a compensable land interest under Florida
condemnation law in the existing location of the Facilities at the time
of the Project.
(2) Failure of WASD to provide documentation for the basis to obtain
reimbursement under one of the bulleted scenarios in provision 3(0(1)
above before it makes payment to the VILLAGE shall result in the Utility
Work being deemed non -reimbursable.
(3) WASD shall be responsible for all reasonable and necessary costs of the
portion of Utility Work that is WASD's responsibility and all costs
associated with any adjustments or changes to the Utility Work that conform
to the WASD Standard Utility Specifications and are determined by the
VILLAGE's engineer to be necessary, including but not limited to, the cost
of changing the Plans Package or the VILLAGE's designs and the increase
in the cost of performing the Utility Work, unless such adjustments and
changes are necessitated by an error or omission of the VILLAGE;
however, WASD shall not be responsible for any costs that exceed ten (10)
percent above the probable construction cost, unless such additional costs
are a direct result of a change to WASD's Standard Utility Specifications,
or a change in scope of work initiated by WASD, after the design was
completed or construction has begun. The VILLAGE shall not bear the
burden of costs related to unforeseen construction conditions that may arise.
After the Contingency/Allowance Fund (which may be used in accordance
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with the provisions of Paragraph 3(0(5) below) has been depleted, no
additional funds will be available from WASD or the COUNTY for
completion of the Project and the costs for completion of the Utility Work
will become the sole responsibility of the VILLAGE and/or its contractor.
Additionally, WASD shall not be responsible for the cost of delays caused
by such adjustments or changes unless such changes or adjustments are as
a result of errors or omissions made by WASD.
(4) The JPA for the VILLAGE's construction of the Utility Work shall specify
the manner and, where applicable, the percentage of payment from the
COUNTY, The JPA for the CITY's construction of the Utility Work shall
also specify the amounts set aside for Allowance and Contingency accounts.
(5) Upon final payment by the VILLAGE to its contractor, the VILLAGE will
have its final and complete accounting of all costs incurred in connection
with the work performed on the Project, including the Utility Work
completed. The VILLAGE shall provide the COUNTY with Final Releases
from the Contractor. All project cost records and accounts shall be available
to WASD for a period of three (3) years after the final close of the Project
for purposes of review and audit.
(6) Within thirty (30) days after the final close-out of the Project, the VILLAGE
will notify WASD of the final cost of the Utility Work. In the event the
final cost of the Utility Work is less than the total of deposits by WASD in
connection with the Project, a refund of the excess will be made by the
VILLAGE to WASD within sixty (60) days of the final close-out.
4. Claims Against the Parties Related to Utility Work
a. In the event the VILLAGE's contractor submits a notice of intent to make a claim
against the VILLAGE related to the Utility Work being constructed by WASD, the
VILLAGE will notify WASD of the notice of intent to make a claim, and WASD will
cooperate with the VILLAGE in analyzing and resolving the claim. In addition, upon
notification of the contractor's notice of intent, WASD will keep and maintain daily
field reports and records related to the intended claim.
b. In the event the VILLAGE's contractor submits a notice of intent to make a claim
against the VILLAGE related to the Utility Work being constructed by the VILLAGE,
the VILLAGE will notify WASD of the notice of intent to make a claim, and WASD
will cooperate with the VILLAGE in analyzing and resolving the claim. In addition,
upon notification of the contractor's notice of intent, the VILLAGE will keep and
maintain daily field reports and records related to the intended claim.
c. After the VILLAGE and WASD have analyzed all contractor claims, each party will
be responsible for paying its respective liability for its portion of any claim as
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determined by the analysis by the VILLAGE and WASD. However. each party
reserves all rights and defenses to any such claims.
5. Compliance with the Law
The VILLAGE and the COUNTY shall each comply with applicable federal, state and
local laws, codes, ordinances, rules and regulations in performing their respective duties,
responsibilities, and obligations pursuant to this Agreement and with all applicable laws
relating to the Project, including the Utility Work. Neither the VILLAGE nor the
COUNTY shall unlawfully discriminate in the performance of their respective duties under
this Agreement.
Moreover, whenever COUNTY funds are used, the VILLAGE agrees to comply with
applicable COUNTY procurement requirements and regulations, including but not limited
to, the Community Small Business Enterprise (CSBE) Program, Community Business
Enterprise (CBE) Program, the Community Workforce Program (CWP), and the
Responsible Wages and Benefits Ordinance (Ordinance No. 90-143). The VILLAGE also
agrees to comply with the COUNTY's Ordinance 2-1076 regarding the Inspector General.
Specifically, the VILLAGE agrees to abide by the applicable contract measure
recommendation(s) established by the Department of Business Development Project
Worksheet for the participation of specified business entities and/or trades, and for CWP
requirements, as administered by the COUNTY's Department of Small Business
Development (SBD). SBD shall have the right to oversee and perform compliance
monitoring, including but not limited to, the right to audit and require reports and
documentation related to the Miami -Dade County Code.
6. Force Majeure
Neither the COUNTY nor the VILLAGE shall be liable for any consequences caused by
force majeure, inevitable accident or occurrence or cause beyond the reasonable control of
the COUNTY or the VILLAGE, and such an act shall not constitute a breach of this
Agreement on the part of the COUNTY or the VILLAGE. Additionally, neither the
COUNTY nor the VILLAGE shall be liable to the other entity, its agents, its inhabitants or
its customers for any damage resulting from such act or its consequences. As used herein,
force majeure shall mean an act of God, which includes but is not limited to: sudden,
unexpected or extraordinary forces of nature, such as floods, washouts, storms, hurricanes,
fires, earthquakes, landslides, epidemics, explosions or other forces of nature. Inevitable
accidents or occurrences shall mean those which are unpreventable by the COUNTY or the
VILLAGE and shall include but not be limited to: strikes; lockouts; other industrial
disturbances; wars; blockages; acts of terrorism; insurrections; riots; federal, state county
and local governmental restrictions, regulations and restraints; military action; civil
disturbances; explosions; and conditions in federal, state, county and local permits.
7. Dispute Resolution
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The COUNTY and the VILLAGE shall resolve any disputes, controversies or claims
between them arising out of this Agreement in accordance with the "Florida Governmental
Conflict Resolution Act," Chapter 164, Florida Statutes, as amended. This Agreement
shall be governed by the laws of the State of Florida. Venue in any proceedings shall be
in Miami -Dade County, Florida. Each party will bear its own attorneys' fees and costs.
8. Default
If either the VILLAGE or the COUNTY fails to perform its obligations under this
Agreement or any project -specific JPA between the VILLAGE and COUNTY, the non -
defaulting party shall be entitled to reimbursement in full of all documented costs it has
expended in connection with the Utility Work. Moreover, in accordance with the
provisions of Paragraph 7 above, the non -defaulting party may, but is not required to, seek
specific performance against the defaulting party. Further, any payments that have been
made as of the date of default by the non -defaulting party, including all
Contingency/Allowance Funds, deposits, etc., shall be refunded in full.
9. Entire Agreement, Amendments, Joint Preparation, Severability
a. This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements and understandings applicable to the matters contained
herein, with the exception of the individual JPAs to be entered into on a Project by
Project basis.
b. No modifications, amendments or alterations in the terms herein shall be effective
unless made in writing, approved and signed by all parties hereto.
c. Additionally, the VILLAGE and the COUNTY acknowledge that this Agreement
was prepared jointly, and each party had an opportunity to seek and receive
whatever advice and counsel was necessary for them to form a full and complete
understanding of all rights and obligations herein. The language agreed to
expresses their mutual intent, and, as a matter of judicial construction, the resulting
document shall not be construed more severely against one of the parties.
d. In the event a portion of this Agreement is found to be invalid by a court of
competent jurisdiction, the remaining provisions shall continue to be effective
unless the VILLAGE or the COUNTY elect to terminate this Agreement. An
election to terminate this Agreement based upon this provision shall be made within
ten (10) business days after the finding by the court becomes final.
10. Notice
a. All notices required pursuant to the terms hereof may be sent by first class United
States Mail, facsimile transmission, electronic mail, hand delivery or overnight
delivery and shall be deemed to have been received by the end of five business days
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from the proper sending thereof unless proof of prior actual receipt is provided.
The parties shall have a continuing obligation to keep one another apprised of the
appropriate persons for notices to be sent to pursuant to this Agreement. Unless
otherwise notified in writing, notices shall be sent to the following addresses:
(1)
If to the COUNTY/WASD:
Miami -Dade Water & Sewer Department
Attn: Director
3071 S.W. 38th Avenue, 5th Floor
Miami, FL 33146
With a copy to:
Miami -Dade County
Attn: County Attorney
111 N.W. 1St Street, Suite 2810
Miami, FL 33128
(2) If to the VILLAGE:
Village of Key Biscayne
Attn: Village Manager
3500 Pan American Drive
Miami, FL 33133
With copies to:
City of Miami
Attn: City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130
City of Miami
Attn: Director of Public Works
444 S.W. 2nd Avenue, Suite 325
Miami, FL 33130
11. Term
This Agreement shall be and remain in full force and effect for a period of ten (10) years
from the Effective Date of this Agreement, provided, however, that this Agreement may
be terminated at any time. If either party wishes to terminate this Agreement, that party
must provide thirty (30) days' notice to the other party. If one of the parties seeks to
terminate this Agreement, all projects that have been proceeding pursuant to the terms of
this Agreement will survive and be completed in accordance with the Agreement's terms.
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12. Miscellaneous
The VILLAGE and the COUNTY agree that time is of the essence in the performance of
all obligations under this Agreement.
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and
year first above written,
ATTEST:
HARVEY RUVIN
CLERK OF THE BOARD
MIAMI-DADE COUNTY, FLORIDA,
BY ITS BOARD OF
COUNTY COMMISSIONERS
BY: BY:
Deputy Clerk
Approved by County Attorney
as to form and legal sufficiency
County Attorney
ATTEST:
County Mayor
THE VILLAGE OF KEY BISCAYNE
By: By:
Village Clerk Village Manager
Approved as to Form
and Legal Sufficiency:
Village Attorney
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Printed Name
EXHIBIT A
VILLAGE OF KEY BISCAYNE & MIAMI-DADE COUNTY
JOINT PARTICIPATION AGREEMENT
Village of Key Biscayne Project No.
Miami -Dade Water & Sewer Department Project No.
Location:
Date of Work:
TIIIS AGREEMENT, entered into this day of , year of , by
and between the Village of Key Biscayne (the "VILLAGE") and Miami -Dade County (the
"COUNTY"),
WITNESSETH:
WHEREAS, on or about , the VILLAGE and the COUNTY entered into
an Interlocal Master Agreement, which was approved through VILLAGE Resolution
and COUNTY Resolution ; and
WHEREAS, the Interlocal Master Agreement provides the overall governing terms of the
relationship and protocol for the VILLAGE and the COUNTY to follow when they wish to enter
into a Joint Participation Agreement ("JPA") in those instances where the VILLAGE intends to
engage in a project will involve roadway and stormwater system improvements and/or installation
of various underground utilities (the "Project") and the COUNTY has utility facilities that must be
protected, relocated, installed, adjusted or removed within the public road or area that the
VILLAGE intends to improve through the Project,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and consistent with the terms of the Interlocal Master Agreement, the VILLAGE
and the COUNTY hereby agree as follows:
1. The VILLAGE shall perform the:
Design
Construction
of the Utility Work to be done by the VILLAGE in connection with its Project located at
(approximate address) to be performed in or around (month) ,
(year) .
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2. As indicated in Paragraph 1 above, the VILLAGE is to perform the
design work for the Utility Work. Accordingly, consistent with Paragraph (3)(c)(7) of the
Interlocal Master Agreement, the COUNTY shall pay the VILLAGE a lump sum for the design
work within sixty (60) days of the COUNTY's receipt of an invoice from the VILLAGE for the
design costs as agreed to based on the design cost proposal provided to the COUNTY by the
VILLAGE within two (2) weeks of the Mandatory Utility Meeting.
3. As indicated in Paragraph 1 above, the VILLAGE is to perform the
construction of the Utility Work. Based on the cost estimate agreed to by the VILLAGE and the
COUNTY in advance of selection of the Contractor, the COUNTY agrees to pay: (a) % of the
estimated total cost of the construction portion of the Utility Work for an Allowance account to
include the mobilization of equipment for Utility Work and additional maintenance of traffic costs
for the Utility Work; (b) % of the estimated total cost of the construction portion of the Utility
Work for a Contingency Fund, which fund shall be dedicated to cover changes to the Utility Work
during construction; and (c) a prorated share of the administrative costs for the Utility Work, which
amount shall be 1% of the total estimated cost of the Utility Work.
4. As indicated in Paragraph 1 above, the VILLAGE is to perform the
construction of the Utility Work. Accordingly, consistent with Paragraph (3)(f)(4) of the Interlocal.
Master Agreement, the COUNTY agrees that payments shall be made to the VILLAGE for the
construction work in the following manner or at the following times:
Lump Sum
Percentage at completion of phases of construction based on
submission of invoice from the VILLAGE and review by COUNTY, which
payments shall be made by the COUNTY within sixty (60) days of receipt
of VILLAGE invoice
Initial Payment of % at start of Project
First payment at % of completion
Second payment at % of completion
Third payment at % of completion
Final payment at % of completion
5. As indicated in Paragraph 1 above, the VILLAGE is to perform the
construction of the Utility Work and the COUNTY is to pay the VILLAGE for that work in the
manner indicated in Paragraph 3; however, for the Utility Work related to this Project, the
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COUNTY is entitled to reimbursement from . The documentation related to the
COUNTY's basis for the reimbursement is attached hereto as Exhibit 1.
6. As indicated above, the VILLAGE is to perform the construction of
the Utility Work; however, the COUNTY will need to complete connection of the Utility Work to
the COUNTY's existing system.
MIAMI-DADE COUNTY, FLORIDA,
BY ITS BOARD OF
COUNTY COMMISSIONERS
Approved by County Attorney
as to form and legal sufficiency
County Mayor or Mayor's Designee County Attorney
VILLAGE OF KEY BISCAYNE, a
municipal corporation of the State
of Florida.
APPROVED AS TO FORM AND
CORRECTNESS:
Village Manager Village Attorney
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