Loading...
HomeMy WebLinkAboutexhibit-grant agreementGRANT AGREEMENT BETWEEN MIAMI-DADE COUNTY, FLORIDA AND CITY OF MIAMI, FLORIDA THIS GRANT AGREEMENT (AGREEMENT), is made and entered into this day of , 2004, by and between Miami -Dade County, Florida, by and through its Board of County Commissioners (hereafter "COUNTY"), and the City of Miami, Florida, a Florida municipal corporation (hereafter "CITY"). WITNES SETH WHEREAS, it is in the COUNTY'S best interest to make certain that the CITY'S Class II landfill was closed in an environmentally safe manner and no longer poses a threat to the health, safety, and welfare of County citizens, and WHEREAS, the COUNTY desires to enter into an agreement with the CITY for a grant to fund the cost to prepare and implement the Contamination Assessment Plan and Site Assessment Report required by the County's Department of Environmental Resource Management (DERM) for the former Virginia Key Landfill site, and WHEREAS, the County has also expressed its intent to assist the CITY with the future remediation of the former Virginia Key Landfill site by providing a $45 million grant to the CITY, pursuant to a supplemental report to Item 8S2A received by the Miami -Dade County Commission on February 17, 2004. NOW, THEREFORE, IN CONSIDERATION of the mutual benefits derived herefrom, the parties covenant and agree as follows: DEFINITION Force Majeure - an act of God, epidemic, lightning, earthquake, fire, explosion, storm, hurricane, flood or similar occurrence, strike, and act of a public enemy, or blockade, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, which has had or may reasonably be expected to have a material adverse effect on the rights or obligations under this AGREEMENT, which by the exercise of due diligence the party relying thereon as justification for not performing any obligation under this AGREEMENT shall not have been able to avoid, and which is not the result of a willful or negligent action or omission of such party. Contamination Assessment Plan (CAP) -- a document submitted to the Department of Environmental Resource Management (DERM) which outlines a proposed sampling plan for the site to be studied. The document is prepared prior to collection of samples and provides a detailed summary of the research into the background of the study area, general regional and hydrogeologic setting, site history, etc. The CAP will identify the number of samples, types of samples, sampling locations, and proposed field and laboratory analyses, as well as an outline of the assessment strategies to be employed. Site Assessment Report (SAR) — a document prepared to summarize the methodologies and findings of the site assessment. It may reiterate the preliminary research findings and will provide a detailed summary of the assessment techniques and findings. The SAR will contain a detailed conclusion and recommendation section and will submitted to DERM for review and comment. 2 ARTICLE 1 CONSTRUCTION OF AGREEMENT The word "shall", as used in this AGREEMENT, be construed to be mandatory and to require the action so modified by the word "shall" to be taken without regard to the exercise of discretion. ARTICLE 2 FUNDING FOR CONTAMINATION ASSESSMENT PLAN AND SITE ASSESSMENT REPORT The COUNTY shall provide to CITY a one time grant not to exceed SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000.00) during the term hereof, for the purpose of preparing and implementing the Contamination Assessment Plan (CAP) and the Site Assessment Report (SAR) required by the County's Department of Environmental Resources Management (DERM) for the former Virginia Key Landfill site. This grant shall be made exclusively from proceeds of a COUNTY tax exempt revenue bond sale pledging revenues from the Utility Service Fee, initially implemented by Miami -Dade County Ordinance 95-174, as adopted on September 20, 1995, or other revenues of the Department of Solid Waste Management. Payments to CITY shall be based on invoices CITY has received from CITY'S contractor (CONTRACTOR) for the CAP and SAR, provided said work received prior approval of COUNTY. Copies of such invoices shall be submitted to COUNTY prior to disbursement of funds to CITY. ARTICLE 3 CONTAMINATION ASSESSMENT PLAN AND SITE ASSESSMENT REPORT 3 A CAP shall be submitted to the DERM for review and approval. The CAP shall provide the number of soil borings, monitoring wells, landfill gas testing points, and other related activities necessary to determine the nature, degree and extent of the contamination at the former Virginia Key Landfill. After the approval and implementation of the CAP, the SAR shall be submitted to the DERM for review and approval. The SAR shall provide all the results of the assessment tasks in accordance with the DERM Technical Guidance (Site Assessment). ARTICLE 4 FUNDING FOR FUTURE ENVIRONMENTAL REMEDIATION In the event that CITY is required by the DERM, FDEP or EPA to perform environmental remediation activities at the Virginia Key Landfill site which resulted from actions by CITY or other Potentially Responsible Parties (PRPs) prior to October 1995, a separate grant agreement to fund such activity shall be submitted to the Board of County Commissioners for its consideration and approval. 4 ARTICLE 5 TERM OF AGREEMENT This AGREEMENT shall be in full force and effect from the date of execution hereof and shall continue until the CAP and SAR are completed. ARTICLE 6 INDEMNIFICATION A. It is expressly understood and intended that CITY is only a recipient of grant funds and is not an agent of COUNTY. B. Subject to the limits of Section 768.28, F.S. and all applicable law, the CITY shall defend, indemnify and hold harmless COUNTY from any claim or damage for personal injuries or property damage, arising from the act, omission or performance or failure of performance of CITY or CITY's agents, contractors, servants and employees hereunder relative to the negligent performance of any CAP or SAR as set forth herein. ARTICLE 7 RELATIONSHIPS OF THE PARTIES Nothing in this AGREEMENT shall be deemed to constitute any party a partner, agent or local representative of the other party, or to create any type of fiduciary responsibility of any kind whatsoever between the parties. The obligations to the AGREEMENT are not joint; the obligations are separate and several between COUNTY and CITY. ARTICLE 8 HEADINGS Captions and headings in this AGREEMENT are for ease of reference only and do not constitute a part of this AGREEMENT and shall not affect the meaning or interpretation of any provisions herein. 5 ARTICLE 9 AGREEMENT GOVERNS; ENTIRE AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other agreements or understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby, ARTICLE 10 REPRESENTATIONS OF COUNTY COUNTY represents that (A) this AGREEMENT has been duly authorized, executed and delivered by the Board of County Commissioners as the governing body of COUNTY, and (B) it has the required power and authority to perform this AGREEMENT. ARTICLE 11 REPRESENTATIONS OF CITY CITY represents that (A) this AGREEMENT has been duly authorized, executed and delivered by the Governing Body of CITY, and (B) it has the required power and authority to perform this AGREEMENT. ARTICLE 12 APPROVALS AND NOTICES All notices, consents and other communications required, permitted or otherwise delivered under this AGREEMENT shall be in writing and be delivered either by hand with proof of delivery or mailed by first class United States certified or registered mail, with return receipt requested, postage prepaid, and in any case shall be addressed as provided in this Article. 6 To COUNTY: Miami -Dade County 111 N.W. 1st Street, 29th Floor Miami, Florida 33128 Attn: County Manager Phone: 305-375 -5311 Cc: Department of Solid Waste Management 8675 N. W. 53rd Street, Suite 201 Miami, Florida 33166 Attn: Department Director Phone: 305-594 -1520 Cc: Department of Environmental Resources Management 33 SW 2"d Avenue Miami, Florida 33128 Attn: Department Director Phone: 305-372 — 6754 Cc: Miami -Dade County Attorney's Office 111 N.W. 15t Street, 27th Floor Miami, Florida 33128 Phone: 305-375-1178 To CITY: City of Miami 444 SW 2"d Avenue, 10th Floor Miami, Florida 33130 Attn: City Manager Phone: 305-250-5400 Cc: Department of Economic Development 444 S.W. 2"d Avenue, 3rd Floor Miami, FL 33130-1910 Attn: Department Director Phone: (305) 416-1411 Cc: City of Miami Attorney's Office 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Attn: City Attorney Phone: (305) 416-1830 Changes in the respective addresses may be made from time to time by either party by notice to the other party. Notices and consents given by mail in accordance with this Article shall be deemed to have been given five (5) business days after the day of dispatch, notices and consents given by any other means shall be deemed to have been given when received. ARTICLE 13 AMENDMENT TO AGREEMENT This AGREEMENT may be modified, altered or amended only by the written amendment duly executed by the parties hereto, and approved by the governing body of each party. Any oral representations or modifications concerning this AGREEMENT shall be on no force or effect. ARTICLE 14 NON -ASSIGNMENT In no case shall CITY assign, transfer, convey or otherwise hypothecate any interest, rights, duties, or obligations hereunder, or any part thereof. In the event CITY attempts to assign, transfer, convey or otherwise hypothecate this AGREEMENT or CITY'S rights, duties or obligations hereunder, or any part thereof, COUNTY may at its option, terminate this AGREEMENT. 8 ARTICLE 15 RIGHTS OF OTHERS Nothing in this AGREEMENT, either express or implied, is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this AGREEMENT. ARTICLE 16 WAIVER There shall be no waiver of any right related to this AGREEMENT unless that such waiver is in writing signed by the party waiving such right. No delay or failure to exercise a right under this AGREEMENT shall impair such right or shall be construed to be a waiver thereof. Any waiver shall be limited to the particular rights waived and shall not be deemed a waiver of the same right at a later time, or of any other right under this AGREEMENT. ARTICLE 17 COUNTY EVENT OF DEFAULT The failure by COUNTY to substantially fulfill any of its material obligations in accordance with this AGREEMENT, unless such failures are justified by Force Majeure, shall constitute a "COUNTY event of default". If a "COUNTY event of default" should occur, CITY shall have all of the following rights and remedies which it may exercise singly or in combination: 1. The right to declare that this AGREEMENT as it applies to CITY together with all rights granted to COUNTY hereunder are terminated, effective upon such date as is designated by CITY; 2. any and all other rights provided under federal laws and the laws and the laws of the State of Florida; 3. in any event, COUNTY shall maintain responsibility for any debts owed to CITY for services provided under the terms of this AGREEMENT. Notwithstanding any other provisions of this article, CITY shall not terminate this AGREEMENT for a "COUNTY event of default" unless CITY first gives COUNTY written notice of intent to terminate specifying the alleged default, and providing COUNTY a period of sixty (60) days from receipt of notice within which to cure such default. ARTICLE 18 CITY EVENT OF DEFAULT The failure by CITY to substantially fulfill any of its material obligations in accordance with this AGREEMENT, unless such failures are justified by Force Majeure, shall constitute a "CITY event of default". If a "CITY event of default" should occur, COUNTY shall have all of the following rights and remedies which it may exercise singly or in combination: 1. The right to declare that this AGREEMENT as it applies to COUNTY together with all rights granted to CITY hereunder are terminated, effective upon such date as is designated by COUNTY; 2. any and all other rights provided under federal laws and the laws and the laws of the State of Florida; 3. in any event, CITY shall maintain responsibility for any debts owed to COUNTY for services provided under the terms of this AGREEMENT. Notwithstanding any other provisions of this article, COUNTY shall not terminate this AGREEMENT for a "CITY event of default" unless COUNTY first gives CITY written notice of intent to terminate specifying the alleged default, and providing CITY a period of sixty (60) days from receipt of notice within which to cure such default. 10 ARTICLE 19 FLORIDA LAW GOVERNS; VENUE IN MIAMI-DADE COUNTY, FLORIDA This AGREEMENT, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida, and venue shall be in Miami -Dade County, Florida. ARTICLE 20 TERMINATION This AGREEMENT may be terminated upon mutual consent, in writing, between CITY and COUNTY. ARTICLE 21 COUNTERPARTS This AGREEMENT may be executed in one or more counterpart (s), each of which shall be deemed an original. ARTICLE 22 INVALIDITY OF PROVISIONS Should any provision, paragraph, sentence, word or phrase contained in this AGREEMENT be determined by a Court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, and this AGREEMENT shall remain in full force and effect. IN WITNESS WHEREOF, Miami -Dade County, Florida, has caused this AGREEMENT to be executed in its name by the County Manager or his designee, attested by the Clerk of the Board of County Commissioners and has caused the seal of the Board of County Commissioners to be hereto attached; and the City of Miami, 11 Florida, has caused this AGREEMENT to be executed in its name by the City Manager or his designee, attested by the Clerk of the City's governing body and has caused the seal of the City's governing body to be hereto attached, all on the day and year first written above. ATTEST: HARVEY RUVIN, CLERK MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: By: DEPUTY CLERK George M. Burgess COUNTY MANAGER ATTEST: CITY OF MIAMI By: By: CITY CLERK Joe Arriola CITY MANAGER APPROVED AS TO FORM APPROVED AS TO FORM AND AND LEGAL SUFFICIENCY: CORRECTNESS: By: By: Assistant County Attorney Alejandro Vilarello, City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: By: Dania Carillo, City Risk Manager 1.2