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HomeMy WebLinkAboutReso 2002-431 RESOLUTION NO. 2002- *-, A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND SOUTH FLORIDA WATER MANAGEMENT DISTRICT, ATTACHED HERETO AS EXHIBIT "A", TO RECEIVE FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) FOR THE GOLDEN SHORES DRAINAGE AND PAVING PROJECT; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT AND DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE AGREEMENT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach is desirous of having the drainage problem and poor roadway conditions corrected in the Golden Shores area; and WHEREAS, the City adopted Resolution No. 2002-416 on February 5, 2002, awarding an agreement to Redland Company, Inc., for the Golden Shores Drainage and Paving Project; and WHEREAS, the South Florida Water Management District has awarded the City of Sunny Isles Beach $500,000.00 for the Golden Shores Drainage and Paving Project; and WHEREAS, the City wishes to enter into an Agreement, attached hereto as Exhibit "A", with the South Florida Water Management District, to receive a total amount of Five Hundred Thousand Dollars ($500,000.00), for the Golden Shores Drainage Improvement and Paving Project. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The Agreement between the City of Sunny Isles Beach and the South Florida Water Management District, to receive Five Hundred Thousand Dollars ($500,000.00), attached hereto as Exhibit "A", for the Golden Shores Drainage Improvement and Paving Project, be and the same, is hereby approved. Section 2. Authorization of City Manager. The City Manager is hereby authorized to execute said Agreement and do all things necessary to effectuate the terms of this Agreement. Section 3. Effective Date. This Resolution will become effec 've upon adoption. PASSED AND ADOPTED this 19th day of March, 2002. 1 R2002- South Fla, Water Mgmt Agrnt 8 ORIGINAL SOUTH FLORIDA WATER MANAGEMENT DISTRICT AGREEMENT Exhibit "N' THE SOUTH FLORIDA WATER MANAGEMENT DISTRICT (hereinafter referred to as DISTRICn HEREBY ENTERS INTO THIS AGREEMENT WITH: Name: CITY OF SUNNY ISLES This number must appear on aU Invoices and Correspondence C-13161 Address: M/WBE Goal: % 17070 Collins Avenue Suite 250 Sunny Isles, FL 33160 Project Manager: George Fisher Telephone No: (305) 947-0606 Fax No: (305) 949- 3113 Hereinafter referred to as: CITY PROJECT TITLE: LOCAL FLOOD MmGA TION STRATEGY PROJECT STORMW A TER SYSTEM IMPROVEMENT PLAN The following Exhibits are attached hereto and made a part of this AGREEMENT: Exhibit "A" - Special Provisions Exhibit "R" - Not Applicable Exhibit "B" - General Terms and Conditions Exhibit "I" - Not Applicable Exhibit "C" - Statement of Work Exhibit "J" - Not Applicable Exhibit "0" - Payment and Deliverable Schedule Exhibit "K" - Not Applicable Exhibit "E" - Not Applicable Exhibit "L" - Not Applicable Exhibit "F" - Not Applicable Exhibit "M" - Not Applicable Exhibit "G" - Not A licable TOTAL DISTRICT CONSIDERATION: $500,000.00 Multi-Vear Funding (If Applicable) FISCal Year: Fiscal Year: Fiscal Year: *Subject to District Governina Board Annual Budget Approval AGREEMENT TERM: One I Year District Project Manager: Raul Pellegrino Telephone No: (561) 682-6583 Fax No. (561) 682-6374 SUBMIT INVOICES AND NOTICES TO THE DISTRICT AT: COST SHARING INFORMATION Total Project Cost: $ 2,380,505.01 CITY Contribution: $ 1,721,720.01 AGREEMENT TYPE: Not-to-Exceed Fiscal Year: Fiscal Year: Fiscal Year: EFFECTIVE DATE: Last Date of Execution b District Contract Administrator: Johanna Labrada (561) 682-2720 Fax No.: (561) 682-6397 or (561) 681-6275 SUBMIT NOTICES TO THE CITY AT: CITY OF SUNNY ISLES the Parties South Horida Water Management District 3301 Gun Club Road West Palm Beach, Horida 33406 Attention: Procurement Division 17070 Collins Avenue Suite 250 Sunny Isles, FL 33160 Attention: George Fisher IN WITNESS WHEREOF, the authorized representative hereby executes this AGREEMENT on this date, and accepts all Tenns and Conditions under which it is issued. CITV OF SUNNY ISLES ^,repredBy ..:;:4/ AIL s~dRepresentative SOUTH FLORIDA WATER MANAGEMENT DISTRICT BY ITS GOVERNING BOARD Accepted By: Frank Hayden, Procurement Director Title: c\,*} ~"'-OV l\\{.V\.~ 2r> L QC L I Date: Date: ::7~O~OVED S OC APPROVED By: Date: Date: t::J"l,.- 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT CONTRACT EXHmIT "A" SPECIAL PROVISIONS The purpose of this Exhibit "A" is to delineate any and all changes, deletions and/or additions to the Exhibit "B" General Terms & Conditions. In the event of any conflict between this Exhibit "A" and any other provision specified in this Contract, this Exhibit" A" shall take precedence. 1. A new Article 1.4 is hereby added as follows: "The CITY shall submit quarterly reports to the DISTRICT throughout the term of this AGREEMENT. Any requests for changes to the Exhibit "c" Statement of Work shall be submitted by the CITY in writing to the DISTRICT for approval, and the DISTRICT shall submit its comments/approval in writing to the CITY within ten (10) days after receipt of the request for change. The DISTRICT shall be responsible for initiating any amendments to this AGREEMENT, if required." 2. Article 2.4 is hereby deleted and replaced as follows: ''The CITY shall submit quarterly financial statements to the DISTRICT providing a detailed accounting of all expenditures incurred hereunder throughout the term of this AGREEMENT. The CITY shall report and document the amount of fuQds expended per month during the quarterly reporting period and the AGREEMENT expenditures to date. The DISTRICT shall only be obligated to pay for a maximum no-to-exceed AGREEMENT funding limitation of $500,000. In no event shall the DISTRICT be liable for any expenditures hereunder in excess of $500,000." 3. A new Article 2.5 is hereby added as follows: ''The CITY is hereby authorized to contract with third parties (subcontract) for engineering and construction services awarded through a competitive process comparable to Chapters 255 and 287, Florida Statutes. The CITY shall not subcontract, assign, or transfer any other work under this AGREEMENT without the prior written consent of the DISTRICT's Project Manger. The CITY 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 CITY that the DISTRICT shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract(s)." 4. Article 7.1 is hereby modified to add the following paragraph: ''The CITY shall maintain books, records and documents directly pertinent to performance under this AGREEMENT as described above. The CITY shall similarly require each subcontractor to maintain and allow access to such records for audit purposes." 5. Article 7.2 is hereby deleted in its entirety and replaced as follows: "Both the DISTRICT and the CITY 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 "C", 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 CITY under this AGREEMENT shall be deemed to be Exhibit "A" Special Provisions Contract No. C-13161 Page 1 of 2 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT CONTRACT the property of the CITY upon termination of this AGREEMENT. All tangible property shall remain owned by the CITY. " 6. Articles 6.3, 7.3, 7.4, 7.5 and 11 are hereby deleted in their entirety. fflee of Counsel Approved By: ~ Date: ~ ~ SFWMD PROCUREMENT APPROVED By: ~ Date: ~ld4Z-- Exhibit "A" Special Provisions Contract No. C-13161 Page 20f2 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS ARTICLE 1 . STATEMENT OF WORK 1.1 The CITY shall, to the satisfaction of the DISTRICT, fully and timely perform all work items described in the "Statement of Work," attached hereto as Exhibit "C" and made a part of this AGREEMENT. 1.2 As part of the services to be provided by the CITY under this AGREEMENT, the CITY shall substantiate, in whatever forum reasonably requested by the DISTRICT, the methodology, lab analytical examinations, scientific theories, data, reference materials, and research notes. The CITY shall also be required to substantiate any and all work completed, including but not limited to, work completed by subcontractors, assistants, models, concepts, analytical theories, computer programs and conclusions utilized as the basis for the final work product required by the AGREEMENT. This paragraph shall survive the expiration or termination of this AGREEMENT. 1.3 The parties agree that time is of the essence in the performance of each and every obligation under this AGREEMENT. ARTICLE 2 . COMPENSATION! CONSIDERATION 2.1 The total consideration for all work required by the DISTRICT pursuant to this AGREEMENT shall not exceed the amount as indicated on Page 1 of this AGREEMENT. Such amount includes all expenses which the CITY may incur and therefore no additional consideration shall be authorized. 2.2 Notwithstanding the foregoing, the amount expended under this AGREEMENT shall be paid in accordance with, and subject to the multi-year funding allocations for each DISTRICT fiscal year indicated on Page 1 of this AGREEMENT. Funding for each applicable fiscal year of this AGREEMENT is subject to DISTRICT Governing Board budgetary appropriation. In the event the DISTRICT does not approve funding for any subsequent fiscal year, this AGREEMENT shall terminate upon expenditure of the current funding, notwithstanding other provisions in this AGREEMENT to the contrary. The DISTRICT will notify the CITY in writing after the adoption of the final DISTRICT budget for each subsequent fiscal year if funding is not approved for this AGREEMENT. 2.3 The CITY assumes sole responsibility for all work which is performed pursuant to the Statement of Work, Exhibit "C". By providing funding hereunder, the DISTRICT does not make any warranty, guaranty, or any representation whatsoever regarding the correctness, accuracy, or reliability of any of the work performed hereunder. 2.4 The CITY by executing this AGREEMENT, certifies to truth-in-negotiation, specifically, that wage rates and other factual unit costs supporting the " consideration are accurate, complete, and current at the ; time of contracting. The CITY agrees that the DISTRICT may adjust the consideration for this AGREEMENT to exclude any significant sums by which the consideration was increased due to inaccurate, incomplete, or non-cUItent wage rates and other factual unit costs. The DISTRICT shall make any such adjustment within one (1) year following the expiration or termination of this AGREEMENT. ARTICLE 3 . INVOICING AND PAYMENT 3.1 The CITY's invoices shall reference the DISTRICT's Contract Number and shall be sent to the DISTRICT's address specified on Page 1 of this AGREEMENT. The CITY shall not submit invoices to any other address at the DISTRICT. , .. 1, 3.2 The CITY shall submit the invoices on a completion of deliverable basis, pursuant to the schedule outlined in the Payment and Deliverable Schedule, attached hereto as Exhibit "D" and made a part of this AGREEMENT. In the event the s,chedule does not specify payment on a completion of deliverable basis, all invoices shall be substantiated by adequate supporting documentation to justify hours expended and expenses incurred within the not- to-exceed budget, including but not limited to, copies of approved timesheets, payment vouchers, expense reports, receipts and subcontractor invoices. 3.3 The DISTRICT shall pay the full amount of the invoice within thirty (30) days following DISTRICT ,,\ ~.t ;;~. .~ t Page 1 of 8, Exhibit "B" 'i ;', J ' Contract File:\City.doc 02/12/02 8 !n,.tt\~, ';,~ SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXIllBIT "B" GENERAL TERMS AND CONDITIONS acceptance of services and/or deliverable(s) reqUired by this AGREEMENT. However, failure by the CITY to follow the foregoing instructions and submit acceptable services and or deliverables(s) may result in an unavoidable delay of payment by the DISTRICT. 3.4 Unless otherwise stated herein, the DISTRICT shall not pay for any obligation or expenditure made by the CITY prior to the commencement date of this AGREEMENT. ARTICLE 4 - PROJECT MANAGEMENTI NOTICE 4.1 The parties shall direct all technical matters arising in connection with the performance of this AGREEMENT, other than invoices and notices, to the attention of the respective Project Managers specified on Page 1 of the AGREEMENT for attempted ", resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this AGREEMENT. The CITY shall direct all administrative matters, including invoices and notices, to the attention of the DISTRICT's Contract Administrator specified on Page 1 of the AGREEMENT. All formal notices between the parties under this AGREEMENT shall be in writing and shall be deemed received if sent by certified mail, return receipt requested, to the respective addresses specified on Page 1 of the AGREEMENT. The CITY shall also provide a copy of all notices to the DISTRICT's Project Manager. All notices required by this AGREEMENT shall be considered delivered upon receipt. Should either party change its address, written notice of such new address shall promptly be sent to the other party. All correspondence to the DISTRICT under this AGREEMENT shall reference the DISTRICT's Contract Number specified on Page 1 of the AGREEMENT. ARTICLE 5 - INSURANCE 5.1 The CITY assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the CITY and the officers, employees, servants, and agents thereof. The CITY warrants and represents that it is self-funded for Worker's compensation and liability insurance, covering at a minimum bodily injury, personal injury and property damage with protection being applicable to the CITY's officers, employees, servants and agents while acting within the scope of their employment during performance under this AGREEMENT. The CITY 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 Horida; (2) the consent of the State of Horida or its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the State of Horida beyond the waiver provided in Section 768.28, Florida Statutes. ,5.2, In the event the CITY subcontracts any part or all of the work hereunder to any third party, the CITY shall require each and every subcontractor to identify the DISTRICT as an additional insured on all insurance policies as required by the CITY. Any contract a warded by the CITY for work under this AGREEMENT shall include a provision whereby the CITY's subcontractor agrees to defend, indemnify, and pay on behalf, save and hold the DISTRICT harmless from all damages arising in connection with the CITY's subcontract. ARTICLE 6 - TERMINATIONIREMEDIES 6.1 '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. The party in default shall then have ten (10) calendar days from receipt of notice to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, the non-defaulting party shall have the option to terminate this AGREEMENT at the expiration of the ten (10) day time period. Should the DISTRICT elect to terminate for default in accordance with this provision, the DISTRICT shall be entitled to recover reprocurement costs, in addition to all other remedies under law and/or equity. 6.2 The DISTRICT may terminate this Page 2 of 8, Exhibit "B" Contract File:\City.doc 02/12/02 8 ; ~ < SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXIllBIT"'B" GENERAL TERMS AND CONDITIONS AGREEMENT with or without cause at any time for convenience upon thirty (30) calendar days prior written notice to the CITY. The performance of work under this AGREEMENT may be terminated by the DISTRICT in accordance with this clause in whole, or from time to time in part, whenever the DISTRICT shall determine that such termination is in the best interest of the DISTRICT. Any such termination shall be effected by delivery to the CITY of a Notice of Termination specifying the extent to which performance of work under the AGREEMENT is terminated, and the date upon which such termination becomes effective. In the event of termination for convenience, the DISTRICT shall compensate the CITY for all authorized and accepted deliverables completed . through the date of termination in accordance with Exhibit "C", Statement of Work. The DISTRICT shall be relieved of any and all future obligations hereunder, including but not limited to lost profits and consequential damages, under this AGREEMENT. The DISTRICT may withhold all payments to the CITY for such work until such time as the DISTRICT determines the exact amount due to the CITY. 6.3 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. 6.4 In the event a dispute arises which the project managers cannot resolve between themselves, C the parties shall have the option to submit to non-binding mediation. The mediator or mediators shall be impartial, shall be selected by the parties, and the cost of the mediation shall be borne equally by the parties. The mediation process shall be confidential to the extent. permitted by law. 6.5 The DISTRICT may order that all or part of the work stop if circumstances dictate that this action is in the DISTRICT's best interest. Such circumstances may include, but are not limited to, unexpected technical developments, direction given by the DISTRICT's Governing Board, a condition of immediate danger to DISTRICT employees, or the possibility of damage to equipment or property. This provision shall not shift responsibility for loss or damage, including but not limited to, lost profits or consequential damages sustained as a result of such delay, from the CITY to the DISTRICT. If this provision is invoked, the DISTRICT shall notify the CITY in writing to stop work as of a certain date and specify the reasons for the action, which shall not be arbitrary or capricious. The CITY shall then be obligated to suspend all work efforts as of the effective date of the notice and until further written direction from the DISTRICT is received. Upon reswnption of work, if deemed appropriate by the DISTRICT, the DISTRICT shall initiate an amendment to this AGREEMENT to reflect any changes to Exhibit "C", Statement of Work andlor the project schedule. 6.6 The DISTRICT anticipates a total project cost as indicated on Page 1, with the balance of matching funds andlor in-kind services to be obtained from the CITY in the amount as specified on Page 1 of this AGREEMENT. In the event such CITY matching funding andlor in-kind services becomes unavailable, that shall be good and sufficient cause for the DISTRICT to terminate the AGREEMENT pursuant to Paragraph 6.2 above. ARTICLE 7 - RECORDS RETENTIONI OWNERSHIP 7.1 The CITY shall maintain records and the DISTRICT shaH have inspection and audit rights as follows: ;;, ::: ::1\.' Maintenance of Records: The CITY 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 years from completing performance and fec~i~ing final payment under this AGREEMENT. ,,; B. Examination of Records: The DISTRICT or ItS designated agent shall have the right to examine hi. accordance with generally accepted governmental auditing standards all records directly or indirectly Page 3 of 8, Exhibit "B" Contract File:\City.doc 02/12/02 ..1 '~" ~ 8 ; ,:(\ ie! SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXIllBIT "D" GENERAL TERMS AND CONDITIONS related to this AGRE~ENT. Such examination may be made only within five years from the date of final payment under this AGREEMENT and upon reasonable notice, time and place. 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 pedormance under this AGREEMENT, the CITY shall extend the period of maintenance for all records relating to the AGREEMENT until the fmal disposition of the legal dispute, and all such records shall be made readily available to the DISTRICT. 7.2 The DISTRICT shall retain exclusive title, copyright and other proprietary rights in all work items, including but not limited to, all documents, technical j" reports, research notes, scientific data, computer programs, including the source and object code, which are dev~loped, created or otherwise originated hereunder by the CITY, its subcontractor(s), assign(s), agent(s) and/or successor(s) as required by the Exhibit "C", Statement of Work (the "Work"). In consideration for the DISTRICT entering into this CONTRACT, and other good and valuable consideration the sufficiency and receipt in full of which is hereby acknowledged by the CITY, the CITY hereby assigns, transfers, sells and otherwise grants to the DISTRICT any and all rights it now has or may have in the Work (the "Grant"). This Grant shall be self-operative upon execution by the parties hereto. however the CITY agrees to execute and deliver to the DISTRICT any further assignments or other instruments necessary to evidence the Grant, without the payment of any additional consideration by the DISTRICT. The CITY may not disclose, use, license or sell any work developed, created, or otherwise originated hereunder to any third party whatsoever. This paragraph shall survive the termination or expiration of this CONTRACT. 7.3 The CITY represents and warrants that proprietary software, if any, to be provided to the DISTRICT by the CITY hereunder, as specifically identified in Exhibit "C", Statement of Work shall have been developed solely by or for the CITY, or lawfully acquired under license from a third party, including the right to sublicense such software. The CITY shall include copyright or proprietary legends in the software and on the label of the medium used to transmit the software. The CITY shall grant to the DISTRICT a perpetual, non-transferable, non- exclusive right to use the identified software without an additional fee. The DISTRICT acknowledges that title to the software identified in Exhibit "C" shall remain with the Licensor. 7.4 Any equipment purchased by the CITY with DISTRICT funding under this CONTRACT shall be returned and title transferred from the CITY to the DISTRICT immediately upon termination or expiration of this AGREEMENT upon the written request of the DISTRICT not less than thirty (30) days prior to AGREEMENT expiration or termination. Equipment is hereby defined as any non- consumable items purchased by the DISTRICT with a. value equal to or greater than $500.00 and with a normal expected life of one (1) year or more. The CITY will maintain any such equipment in good working condition while in its possession and will return the equipment to the DISTRICT in good condition. less normal wear and tear. The CITY will use its best efforts to safeguard the equipment throughout the period of performance of this AGREEMENT. However the DISTRICT will not hold the CITY liable for loss or damage due to causes beyond the CITY's reasonable control. In the event of loss or damage, the CITY shall notify the DISTRICT in writing within five (5) working days of such occurrence. 7.5 The DISTRICT has acquired the right to use certain software under license from third parties. For purposes of this AGREEMENT, the DISTRICT may permit the CITY access to certain third party owned software on DISTRICT computer systems. The CITY acknowledges the proprietary nature of such software and agrees not to reproduce, distribute or disclose such software to any third party. Use of or access to such software shall be restricted to designated DISTRICT owned systems or equipment. Removal of any copy of licensed software is prohibited. Page 4 of 8, Exhibit "B" ',:l Contract File:\City.doc 02/12/02 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXlllBIT "B" GENERAL TERMS AND CONDITIONS ARTICLE 8 - STANDARDS OF COMPLIANCE 8.1 The CITY, 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 CITY, upon request, as to any such laws of which it has present knowledge. 8.2 The CITY hereby assures that no person shall be discriminated against on the grounds of race, color, creed, national origin, handicap, age, or sex, in any activity under this AGREEMENT. The CITY shall take all measures necessary to effectuate these assurances. 8.3 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. 8.4 The CITY, by its execution of this AGREEMENT, acknowledges and attests that neither it, nor any of its suppliers, subcontractors, or consultants who shall perform work which is intended to benefit the DISTRICT is a convicted vendor or, if the CITY or any affiliate of the CITY has been convicted of a public entity crime, a period longer than 36 months has passed since that person was placed on the convicted vendor list. The CITY further understands and accepts that this AGREEMENT shall be either void by the DISTRICT or subject to immediate termination by the DISTRICT, in the event there is any misrepresentation or lack of compliance with the mandates of Section 287.133, Florida Statutes. The DISTRICT, in the event of such termination, shall not incur any liability to the CITY for any work or materials furnished. 8.5 The CITY shall be responsible and liable for the payment of all of its FICA/Social Security and other applicable taxes resulting from this AGREEMENT. 8.6 The CITY warrants that it has not employed or retained any person, other than a bona fide employee working solely for the CITY, to solicit or secure this AGREEMENT. Further the CITY warrants that is has not paid or agreed to pay any person, other than a bona fide employee working solely for the CITY, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the awarding or making of this AGREEMENT. For breach of this provision, the DISTRICT may terminate this AGREEMENT without liability and, at its discretion, deduct or otherwise recover the full amount of such fee, commission, percentage, gift, or other consideration. 1 j, ""oj; . 8.7- The CITY shall allow public access to all project documents and materials in accordance with the , provisions of Chapter 119, Florida Statutes. Should the CITY 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 CITY. 8.7.1 Pursuant to Sections 119.07(3)(0), and 240.241 Florida Statutes, data processing software obtained by an agency under a license AGREEMENT which prohibits its disclosure and which software is a trade secret, as defined in Sections 812.081(c), Florida Statutes is exempt from the disclosure provisions of the Public Records law. However, the parties hereto agree that if a request is made of the DISTRICT, pursuant to Chapter 119, Florida Statute, for public disclosure of proprietary property being licensed to the CITY (Licensee) hereunder, the DISTRICT shall advise the CITY (Licensee) of such request and, as between the DISTRICT and the CITY (Licensee), it shall be the CITY's (Licensee's) sole burden and responsibility to immediately seek and obtain such injunctive or other relief from the Courts and to immediately serve notice of the same upon the Licensor to protect the Licensor's claimed exemption under the Statute. 8.8 The CITY shall make reasonable efforts to obtain any necessary federal, state, local, and other governmental approvals, as well as all necessary Page 5 of 8, Exhibit "B" Contract File:\City.doc 02/12/02 i:,~:' . ,:1'"i\.: 6:) SOUTH FLORIDA WATER MANAGEMENT DISTRICT ExmBIT "B" GENERAL TERMS AND CONDITIONS private authorizations and permits, prior to the commencement of performance of . this AGREEMENT. A delay in obtaining permits shall not give rise to a claim by the CITY -for additional compensation. If the CITY is unable to obtain all necessary permits in a timely manner, either party may elect to terminate this AGREEMENT, each party to bear its own costs, notwithstanding other provisions of this AGREEMENT to the contrary. 8.9 Pursuant to Section 216.347, ES., the CITY is prohibited from the expenditure of any funds under this AGREEMENT to lobby the Legislature, the judicial branch, or another state agency. 8.10 The DISTRICT is a governmental entity responsible for performing a public service and therefore has a legitimate interest in promoting the goals and objectives of the agency. The work under this AGREEMENT involves a project consistent with these goals and objectives. Consequently, the DISTRICT is desirous of satisfactorily completing and successfully promoting this project with the cooperation of its CITY. Therefore, as the DISTRICT'S CITY for this project, the CITY assures the DISTRICT that the CITY, its employees, subcontractors and assigns will refrain from acting adverse to the DISTRICT'S legitimate interest in promoting the goals and objectives of this project. The CITY agrees to take all reasonable measures necessary to effectuate these assurances. In the event the CITY determines it is unable to meet or promote the goals and objectives of the project, it shall have the duty to immediately notify the DISTRICT. Upon such notification the DISTRICT, in its discretion, may terminate this AGREEMENT. ARTICLE 9 - RELATIONSHIP BETWEEN THE PARTIES 9.1 . The CITY shall be considered an independent contractor and neither party shall be considered an employee or agent of the other party. Nothing in this AGREEMENT shall be interpreted to establish any relationship other than that of independent contractor between the parties and their respective employees, agents, subcontractors, or assigns during or after the performance on this AGREEMENT. Both parties are free to enter into contracts with other parties for similar services. 9.2 It is the intent and understanding of the Parties that this AGREEMENT is solely for the benefit of the CITY and the DISTRICT, No person or entity other than the CITY or the DISTRICT shall have any rights or privileges under this AGREEMENT in any capacity whatsoever, either as third-party beneficiary or otherwise. 9.3 The CITY 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. Any attempted assignment in violation of this provision shall be void. 9.4 The CITY shall not pledge the DISTRICT's credit or make the DISTRICT a guarantor of payment or surety for any AGREEMENT, debt. obligation, judgement, lien, or any form of indebtedness. 9.5 The DISTRICT assumes no duty with regard to the supervision of the CITY and the CITY shall remain solely responsible for compliance with all safety requirements and for the safety of all persons and property at the site of AGREEMENT performance. ARTICLE 10 - MBE PARTICIPATION 10.1 The CITY hereby acknowledges that no Minority Business Enterprises (MBE) participation goal has been established for this AGREEMENT; however, both parties agree to provide the other advance notice of competitive contracts that may result from this AGREEMENT along with timelines for public notice and award of such contracts. In the event subsequent competitive contract awards do result in M1WBE participation, such participation shall be reported to the other party. Both the CITY and the DISTRICT will ensure compliance with the provisions of their respective program, laws, ordinances and policies and will support the other's initiatives to the extent allowed by law. ARTICLE 11 - YEAR 2000 COMPLIANCE Article 11 is hereby deleted. Page 6 of 8, Exhibit "B" Contract File:\City.doc 02112/02 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS ARTICLE 12 - GENERAL PROVISIONS 12.1 Notwithstanding any proVIsIons of this AGREEMENT to the contrary, the parties shall not be held liable for any failure or delay in the perfonnance of this AGREEMENT that arises from fIres, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this AGREEMENT shall otherwise remain in effect. This provision shall not apply if the "Statement of Work" of this> t' ~ 'j AGREEMENT specifIes that perfonnance by CITY is i' ~,~ specifIcally required during the occurrence of any of the events herein mentioned. 12.2 In the event any prOVIsIons of this AGREEMENT shall conflict, or appear to conflict, the AGREEMENT, including all exhibits, attachments and all documents specifIcally incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 12.3 Failures or waivers to insist on strict perfonnance of any covenant. condition, or provision of this AGREEMENT by the parties, their successors and assigns 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. 12.4 Should any term or prOVISIon of this AGREEMENT be held, to any extent, invalid or unenforceable, as against any person, entity 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. 12.5 This AGREEMENT may be amended only with the written approval of the parties hereto. 12.6 This AGREEMENT states the entire under- standing and AGREEMENT between the parties and supersedes any and all written or oral representations, statements, negotiations, or contracts previously existing between the parties with respect to the subject matter of this AGREEMENT. The CITY 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 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. ~RTI;CLE 13 - SAFETY REQUIREMENTS 13.1 The CITY shall require appropriate personal protective equipment in all operations where there is exposure to hazardous conditions. 13.2 The CITY shall instruct employees required to handle or use toxic materials or other harmful substances regarding their safe handling and use, including instruction on the potential hazards, personal hygiene and required personal protective measures. A Material Safety Data Sheet (MSDS) shall be provided by the CITY to the DISTRICT on each chemical product used. 13.3 The CITY shall comply with the standards and regulations set forth by the Occupational Safety and Health Administration (OSHA), the Florida Department of Labor and Employment Security and all . 'other appropriate federal, state, local or DISTRICT safety and health standards. 13.4 It is the CITY's sole duty to provide safe and healthful working conditions to its employees and Page 7 of 8. Exhibit "B" Contract File:\City.doc 02/12/02 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT ExmBIT "B" GENERAL TERMS AND CONDITIONS those of the DISTRICT on and about the site of AGREEMENT performance. 13.5 The CITY shall initiate and maintain an accident prevention program which shall include, but shall not be limited to, establishing and supervising programs for the education and training of employees in the recognition, avoidance, and prevention of unsafe conditions and acts. 13.6 The CITY shall erect and maintain, as required by existing conditions and performance of the AGREEMENT, reasonable safeguards for safety and protection, including posting of danger signs and other warnings, against hazards. 13.7 The CITY shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: 13.7.1 employees on the work and other persons who may be affected thereby; including pedestrians, visitors, or traveling public; 13.7.2 the work, materials, and equipment to be incorporated therein; whether in storage on or off the site, under care, custody or control of the CITY, or the CITY's subcontractors; and 13.7.3 other properties at the site or adjacent thereto; such as trees, shrubs, lawns, walks, utilities, pavement, roadways, structures, building, vehicles, and equipment not designated for removal, relocation or replacement in the course of work. 13.8 The CITY shall provide fIrst aid services and medical care to its employees. 13.9 The CITY shall develop and maintain an effective fIre protection and prevention procedures and good housekeeping practices on the work site throughout the AGREEMENT. 13.10 Emergencies: In emergency affecting safety of persons or property on or about the site or as a result of the work; the CITY shall act, timely and with due diligence, to prevent threatened damage, injury, or loss. 13.Il-Envjronmental: When the CITY, CITY's subcontractors, or subcontractors, use petroleum products, hazardous chemicals, or any other chemicals used on or about the site, the CITY shall be responsible for handling these chemical constituents in accordance with federal, state and local regulations' during the terms of the AGREEMENT. For accidental discharges or releases onto the floor, air, ground, surface waters, ground waters, it shall be the CITY's sole responsibility to respond immediately to clean the site, at his expense, to the complete satisfaction of federal, state, local regulatory agencies and to the DISTRICT requirements. .13.12 The DISTRICT may order the CITY to halt .,C - -operations under the AGREEMENT, at the CITY's . ,. "-,expense, if a condition of immediate danger to the '" public and/or DISTRICT employees, equipment, or property exist. This provision shall !!Q! shift the responsibility or risk of loss for injuries or damage sustained from the CITY to the DISTRICT; and the CITY shall remain solely responsible for compliance with all federal, state and local safety requirements, provisions of this section, and safety of all persons and property on or about the site. t;. . 1;. ! :,,)\: Page 8 of 8, Exhibit lOB 10 Contract File:\City.doc 02112/02 EXHIBIT "C" STATEMENT OF WORK CITY OF SUNNY ISLES BEACH LOCAL FLOOD MITIGATION STRATEGY PROJECT GOLDEN SHORES PUMPING STATION REHABILITATION AND DRAINAGE IMPROVEMENTS 1.0 INTRODUCTION The City of Sunny Isles Beach (CITY) Flood Mitigation Improvement Plan is funded by the 200 1/2002 legislature General Appropriation Act funds from the Florida Department of Environmental Protection (FDEP) through Special Appropriation 1747 A to support the development of Local (Flood) Mitigation Strategies (LMS) in Miami-Dade County. The funds are administered through the South Florida Water Management District (DISTRICf) and dispersed and managed at the local level. The CITY has retained the consulting engineering services of Beiswenger Hoch and Associates Inc. (BRA) to develop a surface water management plan for the Golden Shores neighborhood. This plan was implemented in 2001 and involved a four-phase process. The following task is ready to be implemented and includes the final phase of this project which targets the eastern portion of the Golden Shores area: Phase IV Implement recommendations developed by the City Engineer and begin construction 2.0 OBJECTIVE The primary objective of this project is to improve the local street drainage, eliminate the current flooding, rehabilitate the storm water pumping station, and provide a new drainage system along the eastern section of the Golden Shores Neighborhood. This objective is considered the CITY's most pressing agenda. 3.0 SCOPE OF WORK Based upon the recommendations of the consulting services firm, the CITY's Phase IV tasks are listed as follows: . Review construction plans and recommendations . Develop Construction Schedules . Prepare detailed Work Schedules . Mobilization, including implementation of field office for use by Engineering Staff . Implement Construction Project . Cleanup of construction areas Page 1 of 2 Statement of Work, Agreement C-13161 4.0 WORK BREAKDOWN STRUCTURE At the end of each task the CITY shall deliver five (5) copies of the task deliverables to the DISTRICT. The DISTRICT shall distribute the copies to the Local Mitigation Strategies Group and FDEP (Review Group) for their review and comments. Review comments and/or questions, if any, will be returned to the CITY within 14 days. The CITY shall be responsible for properly addressing any and all comments/questions and concerns from the Review Group, at which time, the deliverable- will be deemed, complete. Phase IV. Construction and Project Management This phase of the project will be supported by funds from the South Florida Water Management District. The following tasks will be performed: Task 1. Construction of storm sewer lining, milling, resurfacing and pavement overbuilt along North Bay Road and NE 191 Terrace. Improvements to pumping station, vacuum breakers, sluice gate, repair the by-pass pipe, outfall flapper valve and discharge outfall pipe to the Intracoastal Waterway. Task 2. Construction of storm sewer lining, milling, resurfacing and pavement overbuilt along NE 189 Terrace, 190 and 191 Streets and portion of Atlantic Boulevard. Construction of exfiltration wells and storm sewer system. Task 3. Construction of storm sewer lining, milling resurfacing and pavement overbuilt along NE 186 and 189 Streets and portion of Atlantic Boulevard. Task 4. Milling and resurfacing of NE 185 Street and access at NE 186 and 189 Streets. Street signing, marking, sodding, drainage and cleanup. Removal of all excess materials, equipment, field offices and miscellaneous works at all sites. Deliverables: Monthly construction progress reports, updated construction schedules and Engineer's Certificate of Completion. Page 2 of 2 Statement of Work, Agreement C-13161 EXHIBIT "D" PA YMENT AND DELlVERABLES SCHEDULE Total payment by the DISTRICT shall not exceed the amount of $500,000. All invoices shall be accompanied by adequate documentation to support actual expenditures incurred by the CITY within the not-to-exceed amount specified below in accordance with Article 3.2 of the Agreement. Payment by the DISTRICT is further subject to receipt of quarterly progress reports and financial statements from the CITY with documentation to demonstrate completion of all deliverables for each project task in accordance with Exhibit "C" Statement of Work requirements. The CITY is responsible for reviewing and approving deliverables from the contractor to ensure that project requirements are met. The CITY is also responsible for project management, budget management and quality control with the contractor. Task Description Estimated Deliverable Not. To-Exceed Completion Payment Date after Contract Initiation Construction and Project Monthly and Monthly & $500,000 Management - Golden Quarterly Quarterly Shores: Tasks 1-4 Construction Progress Reports, & Updated Construction Schedules Completion of all 12 Months Engineer's Construction Certificate of Completion Not to Exceed $500,000 Total Payment * All dates are referenced from the date of contract execution. * *The DISTRICT shall only be obligated to pay for documented actual expenditures within the not-to-exceed amounts specified above. In no event shall the DISTRICT's to.tal obligation exceed $500,000 as specified above. Page 1 of 1 Exhibit "D" Payment and Deliverables Schedule, Agreement C-13161 SOUTH FLORIDA WATER MANAGEMENT DISTRICT 3301 Gun Club Road, West Palm Beach, Florida 33406 • (561) 686 -8800 • FL WATS 1- 800 - 432 -2045 • TDD (561) 697 -2574 Mailing Address: P.O. Box 24680, West Palm Beach, FL 33416 -4680 • www.sfwmd.gov ADM 28 -06 March 13, 2002 Mr. George Fisher City of Sunny Isles 17070 Collins Avenue, Suite 250 Sunny Isles, FL 33160 Subject: Contract No. C -13161 . Local Flood Mitigation Strategy Project Dear Mr. Fisher: Enclosed are two (2) copies of the subject contract. Please have them signed and dated by an individual with signature authority on behalf of your organization. Return both copies to my attention. A fully signed contract will be returned to you upon execution by the District. Kindly return the executed documents within five (5) business days of receipt. Please include documentation to demonstrate official delegation of signature authority on behalf of your firm up to the contract monetary limits. Note that this contract is not binding on the parties until it is approved by the appropriate level of authority within the District and executed by both parties. Your cooperation and timely response will be greatly appreciated. Should there be any questions, please contact me at (561) 682 -2720. Sincerely, Johanna Labrada Contract Specialist Procurement Department /DLK Enclosure EXPRESS MAILED c: w/ attachment Raul Pellegrino, 6120 GOVERNING BOARD EXECUTIVE OFFICE Trudi K. Williams, Chair Michael Collins Patrick J. Gleason, Ph.D., P.G. Henry Dean, Executive Director Lennart E. Lindahl, Vice -Chair Hugh M. English Nicolas J. Guti@rrez, Jr., Esq. 17070 Collins Avenue . Suite 250 . Sunny Isles Beach, FL 33160 TEL: 305 947 0606 . FAX: 305 949 3113 VV SIINNy' ISLES L3EACH ,S� ' d � F ..."` ". Y s9' * F L O RHO March 22, 2002 CITY COMMISSION DAVID SAMSON MAYOR Johanna Labrada DANNY IGLESIAS VICE MAYOR Contract Specialist NORMAN S. EDELCUP South Florida Water Management District COMMISSIONER 3301 Gun Club Road GERRY GOODMAN West Palm Beach, Florida 33406 COMMISSIONER LILA KAUFFMAN RE: EXECUTED CONTRACT COMMISSIONER Christopher J. Russo Dear Ms. Labrada: City Manager Lynn M. Dannheisser Transmitted to you are three executed original applications and a certified resolution of City Attorney the City of Sunny Isles Beach. Please execute all copies and return two (2) originals to City Clerk ty the City to my attention. Thank you. Sincerel ge Fischer GS /pw cc: Christopher J. Russo, City Manager Jean Watson, Finance Director Richard Brown - Morilla, City Clerk So FI Water Mgmt - Contract Trans Ltr Q SUNNY t S4F.r City of Sunny Isles Beach ° 19 17070 Collins Avenue, Suite 250 km = Sunny Isles Beach, Florida 33160 ** (305) 947 -0606 City Hall r '9 " P (305) 949-3 1 13 Fax tiF y * F L 0 ?\O Sir (305) 947 -2150 Building Department C" ry o f s u N "�� (305) 947 -5107 Fax MEMORANDUM To: Richard Brown - Morilla, City Clerk From: Hans Ottinot, Deputy City Attorney Date: March 19, 2002 Re: Grant Agreement City Commission David Samson, Mayor Danny Iglesias, Vice Mayor Norman S. Edelcup, Commissioner Gerry Goodman, Commissioner Lila Kauffman, Commissioner Christopher J. Russo, City Manager Lynn M. Dannheisser, City Attorney Richard Brown - Morilla, City Clerk 9 2002 Ci;0,, In response to your memo dated March 15, 2002, but received on March 18, 2002, I do not see any problem with correcting the name of the City on the Agreement. I would get the approval of the state agency before or after the fact if we make a minor revision to the Agreement. On the other hand I do not see any problem leaving the Agreement as is because the Resolution /signature page would bind the City. HO:eb cc: Lynn Dannheisser, City Attorney Christopher J. Russo, City Manager George Fisher, Grant Coordinator SV14"Y'S4 City of Sunny Isles Beach 17070 Collins Avenue, Suite 250 = Sunny Isles Beach, Florida 33160 (305) 947 -0606 City Hall * (305) 949 -3113 Fax tiF i99, * F L°R\OP `0 P (305) 947 -2150 Building Department C, of suw P100 (305) 947 -5107 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Christopher J. Russo, City Manager p �JK DATE: March 19, 2002 City Commission David Samson, Mayor Danny Iglesias, Vice Mayor Norman S. Edelcup, Commissioner Gerry Goodman, Commissioner Lila Kauffman, Commissioner Christopher J. Russo, City Manager Lynn M. Dannheisser, City Attorney Richard Brown - Morilla, City Clerk RE: AGREEMENT WITH SOUTH FLORIDA WATER MANAGEMENT RECOMMENDATION It is recommended that the City Commission adopt the attached resolution approving an agreement with the South Florida Water Management District for Five Hundred Thousand Dollars ($500,000.00) for the Golden Shores Drainage and Paving project. REASONS On numerous occasions, the City has expressed its desire to improve the poor drainage and roadway conditions in the Golden Shores area. As such, staff issued Request for Proposals No. 01 -12 -01 Golden Shores Drainage Improvement and Paving Project, which was awarded via Resolution No. 2002 -416 to Redland Company, in the amount of Three Million Four Hundred Forty -Nine Thousand Eight Hundred Ninety -Six Dollars and Fifty -Six Cents ($3,449,896.56). In an effort to offset these costs, funding was sought from various sources. ADDITIONAL INFORMATION At this time, we have been approved to receive Five Hundred Thousand Dollars ($500,000.00) from the South Florida Water Management District for the purposes noted above. Our State delegation and lobbyist were instrumental in securing this funding from Tallahassee. CJR/pw Gs Drainage - FI Water Mgmt $500,000 Accept Agenda Memo s SOUTH FLORIDA 'WATER MANAGEMENT DISTRICT 33111 Gun Club Roacl, West Palm Beach, Florida 33406 - (561)686-8800 - FL WATS 1- 800 -432 -2045 - TDD (561) 697 -2574 Mailing Address: P.O. Box 24680, West Palm Beach, FL 33416 -4680 - www.sfwmd.gov ADM 28 -06 March 28, 2002 Mr. George Fisher City of Sunny Isles 17070 Collins Avenue, Suite 250 Sunny Isles, FL 33160 Subject: Contract No. C -13161 Local Flood Mitigation Strategy Dear Mr. Fisher: Enclosed please find one (1) fulty executed copy of the above referenced contract. If you have any questions, please contact me at (561) 682 -2720. Thank you for your efforts on behalf of the District. Sincerely, c?.v. ' r Johanna Labrada Contract Specialist Procurement Department /dlk Enclosure c: Original File Equity in Contracting, 6614 Raul Pellegrino, 6120 District Clerk GOVERNING BOARD EXECUTIVE OFFICE Trudi K. Williams, Chair Michael Collins Patrick J. Gleason, Ph.D., P.G. Henry Dean, Esecatite Director Lennart E. Lindahl, Vice -Clair Hugh M. English Nicolas J. Gutierrez, Jr., Esq. Pamela Brooks - Thomas Gerardo B. Fernandez Harkley R. Thornton