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09/12/1990t �► C90-1414 0-y, CO OPERATIVE AGREEMENT '- 1a BETWEEN THE SOUTH FLORIDA WATER MANAGEMENT DISTRICT AND MONROE COUNTY, FLORIDA This COOPERATIVE AGREEMENT ("AGREEMENT"), entered into on 1990, between "the Parties", the South Florida Water Management Distri , 3301 Gun Club Road, West Palm Beach, Florida 33406, a public corporation of the State of Florida, ("the DISTRICT"), and Monroe County, 5825 Junior College Road, Key West, Florida 33040, a political subdivision of the State of Florida ("the COUNTY"). WITNESSETH; T-T t:':iii:LdJ, cite JGiaTKILT is an independent taxing authority, created by the Florida Legislature and given those powers and responsibilities enumerated in Chapter 373, Florida Statutes; and WHEREAS, the DISTRICT is empowered to enter into contractual arrangements with public agencies, private corporations or other persons, pursuant to Section 373.083 Florida Statutes; and WHEREAS, the populated portion of the COUNTY is composed of an archipelago of islands, south of the mainland, known as the Florida Keys; and WHEREAS, the underlying geology of the Florida Keys is composed primarily of porous oolitic limestone and coral rock containing principally a tidally influenced saline aquifer; and WHEREAS, the Monroe County Board of County Commissioners is charged with adopting a stormwater management element for inclusion in the Monroe County Comprehensive Plan in compliance with the Florida Growth Management Act; and WHEREAS, 111,CIe- is an urgent need to consider any environmental impacts of stormwater disposal tiict ;ous contained in the stormwater management element now being prepared for the Monroe County Comprehensive Plan based upon the results of proper adequate scientific and engineering research specifically directed towards the uni ue underlying geology of the Florida Keys area; and q WHEREAS, the DISTRICT desires to assist the COUNTY in this endeavor by providing funding to the COUNTY; and WHEREAS, the DISTRICT has funds in its current fiscal year budget (1989-1990), which are available for the funding of this AGREEMENT; NOW THEREFORE, the DISTRICT and the COUNTY, in consideration of the mutual benefits flowing from each to the other, do hereby agree as follows: 1. Unless extended or terminated, the period of performance of this AGREEMENT shall commence on the date of execution and continue for a period of eighteen (18) months. 2. As full consideration for providing the goods and services required by this AGREEMENT, the DISTRICT shall pay the COUNTY Fifty Thousand Dollars ($50,000.00). 3. The COUNTY shall, to the satisfaction of the DISTRICT, fully and timely perform all work items described in the "Statement of Work", attached as Exhibit "A", and made a part of this AGREEMENT. 4. The Project Manager for the DISTRICT is Mr. John Morgan, at P.O. Box 24680, 3301 Gun Club Road, West Palm Beach, Florida 33416-4680, Telephone Number (407) 686-8800. The Project Manager for the COUNTY is Capt. Tom Brown, at 5825 Junior College Road, Key West, Florida 33040, Telephone Number (305) 294-4641. The parties shall direct all matters arising in connection with the performance of this AGREEMENT, other than invoices and notices, to the attention of the Project Managers for attempted resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this AGREEMENT. 5. All notices to the COUNTY under this AGREEMENT shall be in writing and sent by certified mail to Monroe County, 5825 Junior College Road, Key West, Florida 33040. All notices to the DISTRICT under this AGREEMENT shall be in writing and sent by certified mail to: South Florida Water Management District Attn: Division of Procurement and Contract Administration P. O. Box 24680 West Palm Beach, FL 33416-4680 The COUNTY shall also provide a copy of all notices to the DISTRICTS Project Manager. All notices required by this AGREEMENT shall be considered delivered upon receipt. Should either party change its address, immediate written notice of the new address shall be sent to the other party. 2 6. All invoices submitted by the COUNTY shall reference the DISTRICTS Contract Number C90-1414. The COUNTY shall submit four invoices, in accordance with Exhibit "A", attached hereto, to the DISTRICTS Division of Procurement and Contract Administration. The DISTRICT shall pay the full amount of the invoice within thirty (30) days of receipt and acceptance, provided the COUNTY has performed the work according to the terms and conditions of this AGREEMENT. Failure by the COUNTY to follow these instructions shall result in an unavoidable delay of payment by the DISTRICT. 7. The COUNTY is an independent contractor and is not an employee or agent of the DISTRICT. Nothing in this AGREEMENT shall be interpreted to establish any relationship other than that of an independent contractor, between the DISTRICT and the COUNTY, its employees, agents, subcontractors, or assigns, during or after the performance of this AGREEMENT. 8. The COUNTY shall not assign, delegate, or otherwise transfer its rights and obligations as set forth in this AGREEMENT without the prior written consent of the DISTRICT. 9. To the extent permitted by Florida law, the COUNTY shall defend, indemnify, save, and hold the DISTRICT harmless from any and all claims, suits, judgments and liability for death, personal injury, bodily injury or property damage arising directly or indirectly from the performance of this AGREEMENT by COUNTY, its employees, subcontractors or assigns, including legal fees, court costs, or other legal expenses. COUNTY acknowledges that it is solely responsible for compliance with the terms of this AGREEMENT. 10. If either party initiates legal action, including appeals, to enforce this AGREEMENT, the prevailing party shall be entitled to recover a reasonable attorney's fee, based upon the fair market value of the services provided. 11. The DISTRICT shall have audit and inspection rights as follows: A. Examination of Costs: The COUNTY shall maintain records of all accounts, invoices for reimbursable expenses, books, accounting procedures and practices and supporting documentation for any research or reports, for a period of five years from completing performance of this AGREEMENT. Such records shall be sufficient to permit a proper pre and post audit in accordance with generally accepted accounting principles and to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for performance under *his AGREEMENT. Such examination shall include inspection at all reasonable times of the COUNTY'S facilities, or such parts thereof, as may be engaged in the performance of this AGREEMENT. B. Cost and Pricing Data: If the COUNTY has submitted cost or pricing data in connection with the pricing of this AGREEMENT or any change or modification thereto, unless such pricing was based on adequate price competition,' established catalog or market 3 prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, the DISTRICT shall have the right to examine all books, records, documents and other data of the COUNTY related to negotiation, pricing or performance of the AGREEMENT, change, or modification for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted, along with the computations and projections used therein. The COUNTY agrees that the DISTRICT may adjust the consideration for this AGREEMENT, including all changes or modifications thereto, to exclude any significant sums by which the consideration was increased due to inaccurate, incomplete, or non -current wage rates and other actual unit costs. The DISTRICT shall make any such adjustment within one year following the termination of this AGREEMENT. C. Reports: If the COUNTY is requested to furnish cost information, reports or contract fund status reports as a result of its performance under this AGREEMENT, the DISTRICT shall have the right to examine books, records, documents and supporting materials for the purpose of evaluating: i) the effectiveness of the COUNTY'S policies and procedures to produce data compatible with the objectives of the reports; and ii) the data reported. D. Availability: The materials described in paragraphs A, B, and C above shall be made available to the DISTRICT or its designated agent for inspection at the location where they are kept upon reasonable prior notice, until the expiration of five years from the date of final payment under this AGREEMENT. 1) If this AGREEMENT is completely or partially terminated, the records relating to the work terminated shall be made available for inspection by the DISTRICT or its designated agent for a period of five years from the date of any resulting settlement. 2) Records which relate to any litigation, appeals or settlements of claims arising from performance under this AGREEMENT shall be made available until such litigation, appeals or claims have been disposed of. 12. The COUNTY shall allow public access to all project documents and materials in accordance with the provisions of Chapter 119, Florida Statutes. 13. If either party fails to fulfill its obligations under this AGREEMENT in a timely and proper manner, the other party shall have the right to terminate this AGREEMENT by giving written notice of any deficiency and by allowing the party in default ten (10) calendar days from receipt of notice to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, this AGREEMENT shall terminate at the expiration of the ten (10) day time period. 4 14. Either party may terminate this AGREEMENT at any time upon thirty (30) days prior written notice to the other party. In the event of termination, the DISTRICT shall compensate the COUNTY for all authorized work performed through the termination date. 15. The COUNTY shall 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 under, this AGREEMENT. The COUNTY shall take all measures necessary to effectuate these assurances. 16. Prior to engaging in any discussions with the news media pertaining to this AGREEMENT, the COUNTY shall notify the DISTRICTS Office of Communications. This includes news releases, media requests for interviews, feature articles, fact sheets, or similar promotional materials. 17. 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. 18. In the event any provisions of this AGREEMENT shall conflict, or appear to conflict, with the provisions of Exhibit 'W , the provisions of this AGREEMENT shall prevail. 19. The laws of the State of Florida shall govern all aspects of this AGREEMENT. In the event it is necessary for either party to initiate legal action regarding this AGREEMENT, venue shall be in the Fifteenth Judicial Circuit for claims under state law and in the Southern District of Florida for any claims which are justiciable in federal court. 20. The term of this AGREEMENT may be extended or renewed only with the written approval of the parties. Unless otherwise provided, the total length of this AGREEMENT, as extended, shall not exceed a period of three (3) years, including extensions and renewals. 21. This AGREEMENT may be amended only with the written approval of the parties. 22. Failures or waivers to enforce any covenant, condition, or provision of this AGREEMENT by the parties, their successors and assigns shall not operate as a discharge of, or invalidate, such covenant, condition, or provision, or impair the enforcement rights of the parties, their successors and assigns. 23. This AGREEMENT states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. The COUNTY recognizes that any representations, statements or negotiations made by DISTRICT staff do not suffice to legally bind the DISTRICT in a contractual relationship unless they have been reduced to writing, authorized, and signed by an 5 authorized DISTRICT representative. This AGREEMENT shall bind the parties, their assigns, and successors in interest. The parties or their duly authorized representatives hereby execute this AGREEMENT on the date first above written. SOUTH FLORIDA WATER MANAGEMENT DISTRIC LEGAL FORM APPROVED SFWMD OFFICE OF CO NSEL .� OBY: DATE' 9• / 9D B' MO NROF BOARD OF COUNTY COMMISSIONERS Title: Mayor/Chairman (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BY Z. Deputy Clerk A,"PROVrcD AS TO FORT AND LEGAL S�UFf,JCX NC; . Aaorksy'a Office 0 authorized DISTRICT representative. This AGREEMENT shall bind the parties, their assigns, and successors in interest. The parties or their duly authorized representatives hereby execute this AGREEMENT on the date first above written. SOUTH FLORIDA WATER MANAGEMENT DISTRICT LEGAL FORM APPROVED SFWMD OFFICE OF CO SEL p Q By: DATE: 7 ' I 7 D Deputy Executive Director MONROE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS 7 i VA �= �� �' - '' 4�0 Title: Mayor/Chairman (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By: ' uty Cler APPROVED AS TO FORM AND LEGAL SUFFIMCY. By C�Vl�-szS IU St�s- l' Afforha& Office r 2 EXHIBIT "A" STATEMENT OF WORK Introduction• Monroe County has been designated an Area of Critical State Concern (ACSC) by the Florida Legislature under Chapter 380, Florida Statutes, The Florida Environmental Land and Water Management Act of 1972. A Chapter 380 Resource Management Plan for the Keys has been prepared and adopted by the Florida Cabinet. In addition, the Growth Management Act requires Monroe County to prepare a Local Government Comprehensive Plan (LGCP). The LGCP addresses water resources issues such as Stormwater Management and the Level of Service for Flood Protection and Water Supply. District assistance has been requested by Monroe County to better understand the causes of water quality degradation in the near shore receiving waters and coral reefs, best management practices and treatment technologies available to effectively meet water quality standards. Scope of Work: Monroe County has adopted a Stormwater Management Ordinance (Section 9.5-293) which has not been accepted by the Department of Community Affairs (DCA). The ordinance was developed for Monroe County by the South Florida Regional Planning council and the District. Monroe County will amend the Stormwater Management Ordinance. The County will develop a Layman's Brochure which explains the benefits of stormwater treatment and the Stormwater Management Ordinance to the general public. Monroe County is in the process of developing a Geographic Information System (GIS). The District has data and maps which would benefit the County as they develop and implement programs to protect water quality. Conversion of the data and mapping information into a format which is compatible with the County's system and allows for exchange and sharing of information is desired by both the County and the District. The District will provide technical assistance and funding for hardware, software, and training to support this initiative. The causes of water quality degradation in the near shore receiving coastal waters and coral reefs are not completely understood. There is a need to bring the scientific community together to fully discuss these complex issues. The development of sound public policy is dependent upon an understanding of the environmental impacts of growth on near shore receiving coastal waters and coral reefs. The District will help sponsor and participate in a "Directions Conference" which addresses both the scientific and policy issues regarding near shore receiving coastal waters and coral reefs. Work Breakdown Structure: Task A - Monroe County will amend the Stormwater Management Ordinance, Section 9.5- 293. The District will provide technical assistance to the county staff and consultant. Task B - Monroe County will develop a Layman's Brochure for the Stormwater Management Ordinance for distribution to the general public. Community workshops will be held to explain the benefits of stormwater management. The District will provide technical assistance to the county staff and consultant. Task C - Monroe County will purchase the computer hardware and software necessary make the county's GIS System compatible with the District's computer system. Training, as necessary, will be provided to county staff. The district will provide technical assistance and data and maps for transfer to the county's computer system. Task D - Monroe County will sponsor a "Directions Conference" which addresses both the scientific and policy issues regarding near shore receiving coastal waters and coral reefs. The District will co-sponsor the conference. Location of Project: The project location is Monroe County, Florida. Time Schedule and Time Frames: All time frames begin with the contract execution. Task A - 9 months. Task B - 12 months. Task C - 18 months. Task D - 12 months. Deliverables: Task A - Amender' Stormwater Management Ordinance adopted by the Board of County Commissioners and accepted by the DCA. Task B - Layman's Brochure on stormwater management distributed to the general public and available at government centers. Task C - Establishment of GIS by Monroe County including the exchange of data and maps between county and District. Page 2 of 3 of Exhibit "A" Task D - Completion of Directions Conference and publication of Abstracts and Contributed Papers. Payment Schedule: $12,500.00 upon receipt and acceptance by the District of the deliverable for each task. Page 3 of 3 of Exhibit "A"