04/19/2006 Agreement
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ORIGINAL
SOUTH FLORIDA WATER MANAGEMENT DISTRICT
LOCAL GOVERNMENTAL AGREEMENT
,
AGREEMENT NO. OT060110
BETWEEN THE
SOUTH FLORIDA WATER MANAGEMENT DISTRICT
AND
MONROE COUNTY
THIS AGREEMENT is entered into as of the
Management District (DISTRICT) and Monroe County (COUNTY).
MAY 2 5 2006
by and between the South Florida Water
WHEREAS, the DISTRICT is a public corporation of the State of Florida, created by the Florida Legislature
and given those powers and responsibilities enumerated in Chapter 373, Florida Statutes, to include entering into
contracts with public agencies, private corporations or other persons; and
WHEREAS, the DISTRICT desires to provide financial assistance to the COUNTY for stormwater
improvement construction projects; and
WHEREAS, the COUNTY warrants and represents that it has no obligation or indebtedness that would impair
its ability to fulfill the terms and conditions of this AGREEMENT; and
WHEREAS, the Governing Board of the DISTRICT at its February 08, 2006 meeting, approved entering into
this AGREEMENT with the COUNTY;
NOW, THEREFORE, in consideration of the covenants and representations set forth herein and other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
I. The DISTRICT agrees to contribute funds and the COUNTY agrees to perform the work set forth in Exhibit
"A" attached hereto and made a part hereof, subject to availability of funds and in accordance with
their respective authorities to construct and repair stormwater drainage structures on 17 streets in Big Pine Key.
2. The period of performance of this AGREEMENT shall commence on the date of execution of this
AGREEMENT and shall continue for a period of ten (10) months.
3. The total DISTRICT contribution shall not exceed the amount of Two Hundred Thousand Dollars and No
Cents ($200,000.00). The DISTRICT will provide the full amount based on the Payment and Deliverable
Schedule set forth in Exhibit "B", which is attached hereto and made a part of this AGREEMENT. The
DISTRICT's contribution is subject to adequate documentation to support actual expenditures within the not-
to-exceed AGREEMENT funding limitation of $200,000.00. In no event shall the DISTRICT be liable for
any contribution hereunder in excess of this amount.
Agreement No. OT060110 - Page 1 of5
4. The COUNTY shall submit quarterly financial reports to the DISTRICT providing a detailed accounting of all
expenditures incurred hereunder throughout the term of this AGREEMENT. The COUNTY shall report and
document the amount of funds expended per month during the quarterly reportiog period and the
AGREEMENT expenditures to date within the maximum not-to-exceed AGREEMENT funding limitation.
5. The COUNTY shall cost share in the total amount of Two Hundred Thousand Dollars and No Cents
($200,000.00) in conformity with the laws and regulations governing the COUNTY.
6. All work to be performed under this AGREEMENT is set forth in Exhibit "A", Statement of Work, which is
attached hereto and made a part of this AGREEMENT. The COUNTY shall submit quarterly progress reports
detailing the status of work to date for each task. The work specified in Exhibit "A" shall be under the direction
of the COUNTY but shall be open to periodic review and inspection by either party. No work set forth in
Exhibit "A" shall be performed beyond the expiration date of the Agreement, unless authorized through
execution of an "amendment to cover succeeding periods.
7. The COUNTY is hereby authorized to contract with third parties (subcontracts) for services awarded through a
competitive process required by Florida Statutes. The COUNTY shall not subcontract, assign or transfer any
other work under this AGREEMENT without the prior written consent of the DISTRICT's Project Manager.
The COUNTY agrees to be responsible for the fulfillment of all work elements included in any subcontract and
agrees to be responsible for the payment of all monies due under any subcontract. It is understood and agreed
by the COUNTY that the DISTRICT shall not be liable to any subcontractor for any expenses or liabilities
incurred under the subcontract(s).
8. Both the DISTRICT and the COUNTY shall have joint ownership rights to all work items, including but not
limited to, all documents, teclmical reports, research notes, scientific data, computer programs, including the
source and object code, which are developed, created or otherwise originated hereunder by the other party, its
subcontractor(s), assign(s), agent(s) and/or successor(s) as required by the Exhibit "A", Statement of Work.
Both parties' rights to deliverables received under this AGREEMENT shall include the unrestricted and
perpetual right to use, reproduce, modify and distribute such deliverables at no additional cost to theother party.
Notwithstanding the foregoing, ownership of all equipment and hardware purchased by the COUNTY under
this AGREEMENT shall be deemed to be the property of the COUNTY upon completion of this
AGREEMENT. The COUNTY shall retain all ownership to tangible property.
9. The COUNTY, to the extent permitted by law, assumes any and all risks of personal injury, bodily injury and
property damage attributable to negligent acts or omissions of the COUNTY and the officers, employees,
servants and agents thereof. The COUNTY represents that it is self-funded for Worker's Compensation and
liability insurance, covering bodily injury, personal injury and property damage, with such protection being
applicable to the COUNTY, its officers and employees while acting within the scope of their employment
during performance of under this AGREEMENT. In the event that the COUNTY subcontracts any part or all
of the work hereunder to any third party, the COUNTY shall require each and every subcontractor to identify
the DISTRICT as an additional insured on all insurance policies as required by the COUNTY. Any contract
awarded by the COUNTY shall include a provision whereby the COUNTY's subcontractor agrees to
indemnify, pay on behalf, and hold the DISTRICT harmless from all damages arising in connection with the
COUNTY's subcontract.
10. The COUNTY and the DISTRICT further agree that nothing contained herein shall be construed or interpreted
as (1) denying to either party any remedy or defense available to such party under the laws of the State of
Florida; (2) the consent of the State of Florida or its agents and agencies to be sued; or (3) a waiver of
sovereign immunity of the State of Florida beyond the waiver provided in Section 768.28, Florida Statutes.
11. The parties to this AGREEMENT are independent entities and are not employees or agents of the other parties.
Nothing in this AGREEMENT shall be interpreted to establish any relationship other than that of independent
entities, between the DISTRICT, the COUNTY, their employees, agents, subcontractors or assigns, during or
after the term of this AGREEMENT. The parties to this AGREEMENT shall not assign, delegate or
otherwise transfer their rights and obligations as set forth in this AGREEMENT without the prior written
consent of the other parties. Any attempted assigmuent in violation of this provision shall be void.
Agreement No. OT060110 - Page 2 of5
12. The parties to this AGREEMENT assure that no person shall be excluded on the grounds of race, color, creed,
national origin, handicap, age or sex, from participation in, denied the benefits of, or be otherwise subjected to
discrimination in any activity nnder this AGREEMENT.
13. The COUNTY, its employees, subcontractors or assigns, shall comply with all applicable federal, state and
local laws and regulations relating to the performance of this AGREEMENT. The DISTRICT undertakes no
duty to ensure such compliance, but will attempt to advise the COUNTY, upon request, as to any such laws of
which it has present knowledge.
14. Ei!her party_l11ayterminate_tl1is AGgEEl\1I!:l'lT aL,,-ny tiIlleJorS_()I)vellieJ1Ce_uQQ!! thiIlYOOj"'alendacdays
prior written notice to the other party. In the event of termination, all funds not expended by the COUNTY for
authorized work performed through the termination date shall be returned to the DISTRICT within sixty (60)
days of tennination.
IS. The COUNTY shall allow public acccss to all project documents and materials in accordance with the provisions of
Chapter 119, Florida Statutes. Should the COUNTY assert any exemptions to the requirements of Chapter 119 and
related Statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law,
shall be upon the COUNTY.
16. The COUNTY shall maintain records and the DISTRICT shall have inspection and audit rights below. The
COUNTY shall similarly require each subcontractor to maintain and allow access to such records for audit purposes:
A. Maintenance of Records: The COUNTY shall maintain all financial and non-financial records and reports
directly or indirectly related to the negotiation or performance of this AGREEMENT including supporting
documentation for any service rates, expenses, research or reports. Such records shall be maintained and made
available for inspection for a period of five (5) years from the expiration date of this AGREEMENT.
B. Examination of Records: The DISTRICT or designated agent shall have the right to examine in accordance
with generally accepted governmental auditing standards all records directly or indirectly related to this
AGREEMENT. Such examination may be made only within five (5) years from the expiration date of this
AGREEMENT.
C. Extended Availabilitv of Records for Legal Disputes: In the event that the DISTRICT should become
involved in a legal dispute with a third party arising from performance under this AGREEMENT, the
COUNTY shall extend the period of maintenance for all records relating to the AGREEMENT until the
final disposition of the legal dispute. All such records shall be made readily available to the DISTRICT.
17. Whenever the DISTRICT's contribution includes state or federal appropriated funds, the COUNTY shall,
in addition to the inspection and audit rights set forth in paragraph #16 above, maintain records and
similarly require each subcontractor to maintain and allow access to such records in compliance with the
requirements of the Florida State Single Audit Act and the Federal Single Audit Act, as follows:
A. Maintenance of Records: The DISTRICT shall provide the necessary information to the COUNTY as
set forth in Exhibit "C". The COUNTY shall maintain all financial/non-financial records through:
(I) Identification of the state or federal awarding agency, as applicable
(2) Project identification information included in the Catalog of State Financial Assistance (CSF A) or
the Catalog of Federal Financial Assistance (CFDA), as applicable
(3) Audit and accountability requirements for state projects as stated in tbe Single Audit Act and
applicable rules of the Executive Office of Governor, rules of the Chief Financial Officer and rules
of the Auditor General and the State Projects Compliance Supplement
(4) Audit/accountability requirements for federal projects as imposed by federal laws and regulations
(5) Submission of the applicable single audit report to the DISTRICT, as completed per fiscal year
B. Examination of Records: The DISTRICT or designated agent, the state awarding agency, the state's
Chief Financial Officer and the state's Auditor General and/or federal awarding agency shaH have the
right to examine the COUNTY's financial and non-financial records to the extent necessary to monitor
the COUNTY's use of state or federal financial assistance and to determiue whether timely and
appropriate corrective actions have been taken with respect to audit findings and recommendations
which may include ensite visits and limited scope audits.
Agreement No. OT060110 - Page 3 of5
18. All notices or other communication regarding this AGREEMENT shall be in writing and forwarded to the
attention of the following individuals:
South Florida Water Management District
Monroe County
Attn: Cecelia Weaver, Project Manager
Telephone No. (305) 853-3219
Attn: David S. Koppel, P.E., County Engineer
Telephone No. (305) 292-4426
Attn: Rupert Giroux, Contract Specialist
Telephone No. (561) 682-2532
Address:
P.O. Box 24680
3301 Gun Club Road
West Palm Beach, FL 33416-4680
Address:
1100 Simonton Street
Gato Building, Suite 2-216
Key West, FL 33040
19. COUNTY recognizes that any representations, statements or negotiations made by DISTRICT staff do not
suffice to legally bind DISTRICT in a contractual relationship unless they have been reduced to wtiting and
signed by an authorized DISTRICT representative. This AGREEMENT shall inure to the benefit of and shall
be binding upon the parties, their respective assigns, and successors in interest.
20. This AGREEMENT may be amended, extended or renewed only with the written approval of the parties.
The DISTRICT shall be responsible for initiating any amendments to this AGREEMENT, if required.
21. This AGREEMENT, and any work performed hereunder, is subject to the Laws of the State of Florida.
Nothing in this AGREEMENT will bind any of the parties to perform beyond their respective authority,
nor does this AGREEMENT alter the legal rights and remedies which the respective parties would
otherwise have, under law or at equity.
22. Should any term or provision of this AGREEMENT be held, to any extent, invalid or unenforceable, as
against any person, COUNTY or circwnstance during the term hereof, by force of any statute, law, or ruling of
any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this
AGREEMENT, to the extent that the AGREEMENT shall remain operable, enforceable and in full force and
effect to the extent pennitted by law.
23. Failures or waivers to insist on strict performance of any covenant, condition, or provision of this
AGREEMENT by the parties shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve
the other party from perfonning any subsequent obligations strictly in accordance with the terms of this
AGREEMENT. No waiver shall be effective unless in wtiting and signed by the party against whom
enforcement is sought. Such waiver shall be limited to provisions of this AGREEMENT specifically referred
to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing
waiver unless the writing states otherwise.
24. Any dispute arising under this AGREEMENT which cannot be readily resolved shall be submitted jointly
to the signatories of this AGREEMENT with each party agreeing to seek in good faith to resolve the issue
through negotiation or other forms of non-binding altemative dispute resolution mutually acceptable to the
parties. Ajoint decision of the signatories, or their designees, shall be the disposition of such dispute.
25. This AGREEMENT states the entire understanding and agreement between the parties and supersedes any and
all written or oral representations, statements, negotiations, or agreements previously existing between the
parties with respect to the subject matter of this AGREEMENT.
26. Any inconsistency in this AGREEMENT shall be resolved by giving precedence in the following order:
(a) Terms and Conditions outlined in preceding paragraphs 1-24
(b) Exhibit "A" Statement of Work
(c) all other exhibits, attachments and documents
specifically incorporated herein by reference
Agreement No. OT060ll 0 - Page 4 of 5
IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this AGREEMENT
on the date first written above.
SOUTH FLORIDA WATER MANAGEMENT DISTRICT
By:
~4Jt
Carrie Hill, Interim Director of Procurement
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SFWMD PROCUREMENT APPROVED
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MONROE COUNTY
By:
MAYoR I CHAI~fV1AN
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Agreement No. OT060110 - Page 5 of5
EXHIBIT "A"
STATEMENT OF WORK
Monroe County Stormwater Improvements Project
1.0 INTRODUCTION
Monroe County completed its Stormwater Management Master Plan (SMMP) in
the spring of 2001 and the Board of County Commissioners adopted the SMMP in
June of that year. The SMMP provides specific recommendations for a number
of projects and other general recommendations as it relates to County road
rights-of-way. As a result, the Board of County Commissioners passed
Resolution No. 501-2001, requiring that all future work on County rights-of-way
include stormwater improvements where practical and feasible. In addition,
Monroe County has adopted a stormwater ordinance for the purpose of
regulating water quality and water quantity for new development.
This project involves construction of the stormwater portion of road
improvements on 17 streets in Big Pine Key Project Area 10. Site work will
include construction of new stormwater drainage structures and the repair of
existing structures with the goal of eliminating a direct stormwater discharge to
the Outstanding Florida Waters of the FL Keys National Marine Sanctuary. The
total cost to the District is $200,000 of an estimated overall project cost of
$400,000.
2.0 SCOPE OF WORK
The County will construct stormwater improvements on seventeen streets in the
Big Pine Key Project Area 10. The site work will include construction of new
stormwater drainage structures and the repair of existing structures. The District
will conduct site inspections to verify project progress.
3.0 WORK BREAKDOWN STRUCTURE
Task I. Bia Pine Kev Project Area 10
A. Site Improvements
1. In addition to the construction of new stormwater drainage
structures and the repair of existing structure, grading and landscaping
will be performed. The COUNTY or its subcontractors will make site
improvements in accordance with standard engineering practices under
the direction of the County Engineer.
Page 1 of2, Exhibit "A", Agreement OT060110
B. Site Inspection
1. At times agreeable to the DISTRICT and the COUNTY (County
Engineer), site inspections of the project will be made to allow the
DISTRICT to verify that the project is proceeding.
C. Project Deliverables
1. The COUNTY will provide quarterly updates on project progress.
These updates will include any physical reports and invoices provided to
the COUNTY by its subcontractors on the project.
D. Project Cost
1. The Project cost, upon certification by the County Engineer and
DISTRICT that the project is complete according to engineering plans,
will be a lump sum amount of $400,000, of which the DISTRICT will
fund $200,000.
E. Project Revisions
1. Based on constraints that may come up during project completion,
revision may be made to the stormwater components. Said revisions
must be approved by the DISTRICT and be in general accord with the
purpose of the stormwater components of the project, to eliminate a
direct stormwater discharge to Outstanding Florida Waters.
Page 2 of2, Exhibit "A". Agreement OT060ll0
EXHIBIT "B"
PAYMENT AND DELIVERABLE SCHEDULE
Task Task Description Deliverable Due Date Project Cost SFWMD
No. Not-to-Excee
I Bio Pine Kev Proiect 10 Prooress ReDort 9/1/06 $400 000 $200 000
Total $400.000 $200.000
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