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05/18/2005 Agreement nM.---...., (F'(1)',.j~? fi""'f........n..O(l ~ '~~CV ~at~J!TTI~,;u :n;~:_~~""lj 8 ORIGINAL SOUTH FLORIDA WATER MANAGEMENT DISTRICT LOCAL GOVERNMENTAL AGREEMENT AGREEMENT NO. OT050680 BETWEEN THE SOUTH FLORIDA WATER MANAGEMENT DISTRICT AND MONROE COUNTY THIS AGREEMENT is entered into as of the JUN 1 4 2005 by and between the South Florida Water Management District (DISTRICT) and Momoe County (COUNTY). 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 and the COUNTY have worked cooperatively to pursue wastewater improvement projects; and WHEREAS, the DISTRICT desires to provide financial assistance to the COUNTY for stormwater improvement 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 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: 1. 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 swales, exfiltration trenches, and/or injection wells within the County rights-of-way. 2. The period of performance of this AGREEMENT shall commence on the date of execution of this AGREEMENT and shall continue fora period of One (1) year(s). 3. The total DISTRICT contribution shall not exceed the amount of One Hundred Fifty Thousand Dollars and No Cents ($150,000.00). 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 $150,000.00. In no event shall the DISTRICT be liable for any contribution hereunder in excess of this amount. Agreement No. OT050680 - Page 1 of 5 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 reporting 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 One Hundred Fifty Thousand Dollars and No Cents $150,000.00) 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, technical 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 the other 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 (I) 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. II. 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 assignment in violation of this provision shall be void. Agreement No. OT050680 - Page 2 of 5 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 under 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. Either party may terminate this AGREEMENT at any time for convenience upon thirty (30) calendar days 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 termination. 15. The COUNTY shall allow public access 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 putposes: 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 offive (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 Availability 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-fmancial 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 the 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 shall have the right to examine the COUNTY's fmancial and non-financial records to the extent necessary to monitor the COUNTY's use of state or federal fmancial assistance and to determine whether timely and appropriate corrective actions have been taken with respect to audit findings and recommendations which may include onsite visits and limited scope audits. Agreement No. OT050680 - Page 3 of 5 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: '100 Simonton Street #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 writing 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 circumstance 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 permitted by law. 23. Failures or waivers to insist on strict performance of any covenant, condition, or provlSlon 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 performing any subsequent obligations strictly in accordance with the terms of this AGREEMENT. No waiver shall be effective unless in writing 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 alternative dispute resolution mutually acceptable to the parties. A joint 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. OT050680 - Page 4 of 5 IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this AGREEMENT on the date first written above. ct:WMD PROCUREMENT APPROVED 11; ~~~~~ /\L\_~\~~ Date: ~~v SOUTH FLORIDA WATER MANAGEMENT DISTRICT irector of Procurement ~ ".. ~,. " -1'1 ::J: . ~::.:) ~'::::> (J c..." r ...,... L- f'T1 :,Xl._ C Cl c:: i':"~;-; Z "'-"'!"-:' , . t ,_,_,~ ..." ....~-... N c,' 0 0 Dn. N ::0 C;;o:A Z. 0 -0 ..,... -tn' ..... ::E: F'1 :<-t::I: N 0 'l> ." C') .. 0 r- ,..., .r:- ;0 :> CJ .r:- MONROE COUNTY By:Jjf'.P; ,/x./tuJ Di i M. Spehar Title: Mayor / Chairman May 18, 2005 Agreement No. OT050680 - Page 5 of 5 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. The intent of this Agreement is to earmark funding for the construction of stormwater management systems at various locations in Monroe County. The total cost to the District is $150,000 of an estimated overall project cost of $300,000. 2.0 SCOPE OF WORK The County will be constructing stormwater management systems at various locations within County rights-of-way. 3.0 WORK BREAKDOWN STRUCTURE Task I. New Stormwater ManaGement Svstems A. Site Improvements - 1. Site improvements will be made to areas within the rights-of-way at various locations in the Keys. The COUNlY will make site improvements in accordance with standard engineering practices under the direction of the County Engineer. 2. Site work will include construction of a stormwater management system consisting of swales, exfiltration trenches, and/or injection wells. Page 1 of2, Exhibit "A", Agreement OT050680 B. Site Inspection 1. At times, agreeable to the DISTRICT and the COUN1Y (County Engineer), site inspections of the project will be made prior to and at project completion. The purpose of these inspections will be 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 $300,000, of which the DISTRICT will fund $150,000. 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. 4.0 LOCATION OF THE PROJECT Work will be performed at various locations within the County right-of-way. Page 2 of2, Exhibit "A", Agreement OT050680 EXHIBIT "B" PAYMENT AND DELIVERABLE SCHEDULE Task No. Task Deliverable Due Date Project Cost SFWMD Description Not-to-Exceed New I Stormwater Progress 9/30/05 $300 .000 $150.000 Management Report Svstems Total $300.000 $150.000 Page 1 of 1, Exhibit "B", Agreement OT050680 " U E-o as ~ >1.l o ~ ~ o ....l ....l o ~ >1.l ~ ~ o E-o V) ...... V) z o U E-o Z >1.l :::E >1.l ~ t:l < V) ...... :I:: E-o o E-o E-o Z < ;:J V) ~ ;:J p... >- E-o E=: z >1.l >1.l :I:: E-o o E-o o >1.l ~ < ~ < V) o 5 ~ = o '.g e;- o .;::: 0 1'i (:I. ~ V)o- .... <<l (:I.u ~ i:l :::l ~ < 01) .S ""2 :::l ~ ~ = '~ ~ ~ -= - r.. 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'" l:: ..... en >. 50< ~ 0_<: .... <<l S'~ ~ <<l <<l 0 ~.S ~ ....~~ (:1.08 QJ ..... ."""" o5$3~ V) u 05....'" .~ 0 'E 01)0 .?;>,.9 g. g.$30 Ei <<l '" o u- o <<l ~ -"'Ot:: -.;::: = l!oo "'~u i:l 0 00.!:l .- 05 '" .e- .... .S ~0"'O ....;0 0 0="'0 o5<<l,S ......0 Ili 'd .S > E 0 O..c:: !a ~ o:i ~1l "'0 0 ell S~~ i:l<o=<."Q o ~ 0 "'OM- .- t"-- Go) ~ ~ !a bh~ ~ o .!3 ....1oCi:: (:I.",," ..c::N~ 0-'" ~::;::;..c:: .... g.] &e~ o 01) <<l ~ o 00 IoC o iii o E-o o i:l 8 o o bh < - .... o BESOL~O. 398 -20H RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AUTHORIZING THE MAYOR/CHAIRPERSON TO SIGN ALL LEGAL PAPERS ON BEHALF OF THE COUNTY AND EXTENDING FOR 60 DAYS THE PRESENTLY AUTHORIZED SIGNATURE. WHEREAS, the members of the Board of County Commissioners of Monroe County, Florida, have elected a Chainnan for said Board, and WHEREAS, the Chairman of the Board of County Commissioners must sign all legal papers, vouchers, warrants and documents on behalf of the County, now, therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: Section 1., - 'l'Iiat COmmissioner DIXIE SPEHAR as Chairman of theBE;'ijttfof County Commissioners, and the Clerk of the Board, are hereby authotiied to sign all warrants, legal documents and any other necessary papers and'documents. Section 2. That the presently authorized signatures validating County checks are hereby contInued for sixty days from this date in order to meet payroll and other necessary obligations. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 17th day of November, 2004. Commissioner McCoy ~~~~..CommiSSioner Nelson /J;.~o _-} -- '0- . ,mmissioner Neugent ~ C)s- '~2j'- 'missioner Rice (~ ~ missioner Spehar l~' . \ -" ~~~ (:i ,,,:, ~, I.;. , \'" -=-_, ~__~: >,,~~ KOLHAGE, Clerk :tffi~ -L Deputy Clerk MONROE COUNTY ATTORNEY ~OAM: JOHN R. COLLINS COU~TY ATTORNEY Date 10127, "'r _______...___._ - (, -", ..1.';- r ,. ~ .-.~.. -.- yes :,: ~. : -~,: i __ --. :-< :.~ - BOARD OF COUNlY CO.isSiO~ ,- OF MONROE COUNlY, FU')fUOA ..,,1 . By ,,)~ >n ~~ Mayor/Chairperson yes yes yes yes : ", ~~ f~ :~,~: . ~': C";\) , ., rei, c-? I W jresmayor AcTION: R SCREEN: ORQH USERID: AQUI TRANSACTION ID= SUGGESTED VENDOR: NAME: ADDRESS: CITY: CONTACT: RESPONSIBLE AGENCY: RESPONSIBLE PERSON: REQUESTED BY: DELIVERY DATE REQD: SHIP/BILL: REQUISITION DATE: 12 BUDGET FY: 05 FREIGHT IND: LINKING IND: Y TOTAL COMM LINES: 001 FINAL COMM LINES: 000 13 Jun 2005 12:35:01 PM APL I N QUI R Y OPE N R X H E A D E R ~ / RX OT050680 5375 B MONROE CNTY 2798 OVERSEAS HIGHWAY MARATHON GEORGE GARRETT 220 ORGANIZATION: CECELIA WEAVER ANA LOPEZ 09 30 05 CON 001 WAREHOUSE: 07 04 TYPE: DISCOUNT CODE: TOTAL QTY: TAX CODE: CLOSED DATE: LAST PRINT: STATE: FL 33050 305-289-2500 FLORIDA KEYS SERVICE ZIP: PHONE: NAME: NOTE PAD IND: PHONE: 7288 BUILDING/ROOM: COMMENTS: OFFSET RESV ACCT: 3010 DISCOUNT AMT: 150,000.000 FREIGHT TOT: REQUISITION AMT: CLOSED AMOUNT: MOD NO: 01 MOD DATE: 2230 05 20 05 / \ tl19 \o~ '0\\1\ \1; ~ , l\