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HomeMy WebLinkAboutExhibitM!AM1-DADE COUNTY, FLORIDA MIAMI COUNTY INTERLOCAL AGREEMENT CITY OF MIAMI AND MIAMI-DADE COUNTY FOR FEMA FUNDED STORMWATER DRAINAGE PROJECTS ton c-rr olT“. 1 of 10 INTERLOCAL AGREEMENT BETWEEN CITY OF MIAMI AND MIAMI-DADE COUNTY FOR FEMA-FUNDED STORMWATER DRAINAGE PROJECTS THIS INTERLOCAL AGREEMENT, [the "Agreement"] by and between Miami -Dade County, a political subdivision of the State of Florida, [hereinafter sometimes referred to as ["MDC"], and the City of Miami Stormwater Utility, a public body corporate and politic, through its governing body, the Miami City Commission of the City of Miami, Florida [hereinafter sometimes referred to as "CITY",] is entered into this day of , 2007. WITNESSETH NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN AND THE MUTUAL BENEFITS TO BE DERIVED FROM THIS AGREEMENT, THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE I PURPOSES MDC and the CITY enter into this Agreement to further the following purposes: (1) To repair and restore shared stormwater drainage systems located within the limits of the drainage service areas in accordance with the approved plans. These activities include dredging canals, culvert and headwall repair or replacement, embankment restoration, and any required maintenance of flow control structures and stormwater pump stations and their mechanical and electrical components, and enhancing shared stormwater drainage systems as determined by conditions of the system and the level of service established; (2) To provide a mechanism for MDC and the CITY to share and allocate the cost of restoring and repairing shared stormwater drainage systems as stated in (1), above and to reimburse MDC for expenditures benefiting the CITY for FEMA-approved projects on shared stormwater drainage systems; (3) Seek to protect and promote the public health, safety, and general welfare through the management of stormwater run-off; (4) Seek to maintain and improve water quality and preserve and enhance the environmental quality of the receiving waters; 2 of 10 (5) Seek to control flooding that results from rainfall events; (6) Seek to prevent unmanaged rainwater from eroding sandy soils and causing sedimentation; (7) Seek to prevent the disruption of the habitat of aquatic plants and animals; (8) Seek to promote intergovernmental cooperation in effectively and efficiently managing stormwater run-off. ARTICLE II DEFINITIONS Agreement shall mean this document, including any written amendments, attachments, and other written documents, which are expressly incorporated by reference. Annual Charges shall mean the principal derived via amortization table, plus interest charges and administrative fees, over a mutually agreed upon period. Shared Stormwater Drainage System shall mean that portion of the drainage system owned by MDC to which both the CITY and MDC may contribute stormwater runoff and which is identified in Attachment "A" a copy of which is attached hereto and incorporated herein by reference. Costs allocable to the CITY shall mean those portions of the actual outlays budgeted by MDC in MDC's budget process, which are allocated to the CITY based on the FEMA- approved projects associated with shared drainage systems. Costs allocable to MDC shall mean those portions of the actual outlays budgeted by the CITY in the CITY's budget process, which are allocated to MDC based on the FEMA- approved projects associated with shared drainage systems. FEMA-Funded Projects shall mean canal dredging, culvert and headwall repair and replacement, embankment restoration, roadway drainage repair and replacement, and road resurfacing. Interest Charges shall mean the interest rate equivalent to the annual average (based on monthly totals set by the Miami -Dade County Finance Department) that MDC earned on its pooled investments during that particular prior fiscal year, applied to the balance of the amortized amount. Fiscal Year shall mean the period beginning on October 1 and ending on September 30 of the following year. Force Majeure shall mean an act of God, epidemic, lightning, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of a public enemy, or blockade, insurrection, riot, general arrest or restraint of government and people, civil disturbance 3 of 10 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, and which, by the exercise of due diligence, such parties shall not have been able to avoid. Such acts or events DO NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of subcontractors, third -party contractors, material men, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. ARTICLE III STATEMENT OF WORK MDC shall fully and timely perform all work tasks described in this Statement of Work: MDC shall repair and restore shared stormwater management systems located within the limits of the stormwater drainage system service areas as set forth in Attachment "A" a copy ofwhich is attached hereto and incorporated herein by reference. The CITY's relative stormwater runoff contribution to MDC's shared stormwater drainage system and MDC's relative stormwater runoff contribution to the shared stormwater drainage system are set forth in Attachment "A" a copy of which is attached hereto and incorporated herein by reference. Final construction costs and soft costs shall be determined based upon actual final itemized costs approved by MDC. Soft costs are costs including but not limited to: planning and design, geotechnical sampling and analysis, surveying, consultant management services, and other related costs that are not directly attributable to construction. ARTICLE IV TERM OF THE AGREEMENT Initial Term The initial term of this Agreement shall be for a period of two (2) years beginning on the date of execution by MDC. Option to Renew Upon mutual written consent of the parties, this Agreement may be renewed for one additional period of one (1) year. 4 of 10 ARTICLE V CITY AND MDC RESPONSIBILITIES A. Upon the request of either the CITY or MDC, each party shall share information concerning operations, design and construction costs and cost allocation determinations of the FEMA-approved projects associated with shared stormwater drainage systems. B. The CITY and MDC shall provide notice to each other designating their respective Project Manager. Each party shall promptly notify each other of any change in the Project Manager designation by written notice as set forth in this Agreement. C. The costs allocable to the CITY and the costs allocable to MDC based on the relative stormwater runoff contribution to each others shared portion of the stormwater drainage systems are included in this Agreement and presented as described in Attachment "B", a copy of which is attached hereto and incorporated herein by reference. D. Costs allocable to the CITY represent principal and interest costs for the prior fiscal year, and shall be provided to the CITY not later than December l s` of each year for the prior fiscal year and may vary due to interest added each year. E. Payments by the CITY to MDC shall be made not later than thirty (30) days from the date of receipt of the invoice from MDC. In the event of a dispute concerning the invoiced amount, the CITY may notify MDC of the nature of the dispute and MDC shall make arrangements for the pertinent records to be made available for inspection by the CITY. MDC shall reimburse the CITY for any amounts determined to have been overpaid by the CITY within thirty (30) days after verification by MDC of the overpayment. F. The CITY and MDC shall maintain financial records for the full term of this Agreement and shall make the records available within a reasonable time after requesting them for inspection and copying by either the CITY or MDC at the place where the records are maintained. G. The CITY and MDC shall comply with all applicable regulations, ordinances and laws. H. MDC shall manage the financial administration of the Project sites, prepare FEMA documentation, advance funds for design and construction, and provide design and construction management for an agreed management flat fee of 2% of the design and construction costs for restoration and repair of shared stormwater drainage systems that may be included with the first annual payment or financed. The CITY is aware that FEMA may not reimburse this management fee, however, the management fee is consistent with similar costs for this type of work. MDC shall recover the entire cost expended by MDC for the program implemented at or within the CITY's geographic boundaries, including those 5 of 10 costs incurred by MDC prior to the execution of this Agreement pursuant to expediting the repair and restoration of the shared stormwater drainage systems. J. The CITY agrees that any cost incurred by MDC pursuant to this Agreement which is not reimbursed by DCA or FEMA shall be borne by the CITY and reimbursed to MDC by the CITY. K. MDC shall identify all necessary permits, utility adjustments, and rights -of -way for the Project in accordance with applicable federal, state, and local laws and ordinances. ARTICLE VI COMPENSATION/CONSIDERATION It is the intent and understanding of the parties that this Agreement is solely for the benefit of the CITY and MDC. No person or entity other than the CITY or MDC shall have any rights or privileges under this Agreement in any capacity whatsoever, either as a third -party beneficiary or otherwise. ARTICLE VII DEFAULT CITY Event of Default Without limitation, the failure by the 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, MDC shall have all of the following cumulative and independent rights and remedies: 1. The right to declare that this Agreement is terminated, effective upon such date as is designated by MDC. 2. Any and all rights provided under federal laws and the laws of the State of Florida, and Miami -Dade County. MDC Event of Default Without limitation, the failure by MDC to substantially fulfill any of its material obligations in accordance with this Agreement, unless such failures are justified by Force Majeure, shall constitute a "MDC event of default". If a MDC event of default should occur, the CITY shall have all of the following cumulative and independent rights and remedies: 6 of 10 1. The right to declare that this Agreement is terminated, effective upon such date as is designated by the CITY. 2. Any and all rights provided under federal laws and the laws of the State of Florida and Miami -Dade County. ARTICLE VIII GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any court action between the parties for any controversy arising from or related to this Agreement shall be in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or in the United States District Court for the Southern District of Florida, in Miami -Dade County, Florida. ARTICLE IX ENTIRETY OF AGREEMENT This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. ARTICLE X 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. ARTICLE XI REPRESENTATION OF CITY The CITY represents that this Agreement has been duly authorized, executed and delivered by the City of Miami Commission, as the governing body of the CITY and it has the required power and authority to execute this Agreement. 7 of 10 ARTICLE XII REPRESENTATION OF MDC MDC represents that this Agreement has been duly approved, executed and delivered by the Board of County Commissioners, as the governing body of MDC, and it has granted the Miami -Dade County Manager the required power and authority to execute this Agreement. ARTICLE XIII WAIVER There shall be no waiver of any right related to this Agreement unless in writing and 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 right so 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 XV INVALIDITY OF PROVISIONS, SEVERABILITY Wherever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, provided that the material purposes of this Agreement can be determined and effectuated. ARTICLE XVI INDEPENDENT CONTRACTOR CITY shall perform all work and services described as an independent contractor and not as an officer, agent, servant, or employee of MDC. CITY shall have control of the work performed in accordance with the terms of this Agreement and of all persons performing the same, and CITY shall be responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. MDC shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the CITY. MDC shall have control of the work performed in accordance with the terms of this Agreement and of all persons performing the same, and MDC shall be responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing in this agreement shall be construed as creating a partnership or joint venture between MDC and the CITY. No person performing any of the work or services described hereunder shall be considered an officer, agent, servant or employee of MDC, nor shall any such person be entitled to any benefits available or granted to employees of MDC. 8 of 10 ARTICLE XVII INDEMNIFICATION CITY does hereby agree to indemnify and hold harmless MDC to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions of that Statute whereby CITY shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgments of portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise solely as a result of the negligence of CITY. However, nothing herein shall be deemed to indemnify MDC from any liability or claim arising out of the negligent performance or failure of performance of MDC or any unrelated third party. MDC does hereby agree to indemnify and hold harmless CITY to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions of that Statute whereby MDC shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgments of portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise solely as a result of the negligence of MDC. However, nothing herein shall be deemed to indemnify CITY from any liability or claim arising out of the negligent performance or failure of performance of CITY or any unrelated third party. ARTICLE XVIII NOTICES AND APPROVAL Notices and approvals required or contemplated by this Agreement shall be written and personally served or mailed, registered or certified United States mail, with return receipt requested, addressed to the parties as follows: To COUNTY: To CITY: Miami -Dade County, Department of Environmental Resources Management 33 S.W. 2 Ave, Suite 1200 Miami, Florida 33130 Attn: Department Director (305) 372-6789 9 of 10 Attn: Phone: IN WITNESS THEREOF, the parties through their duly authorized representatives hereby execute this AGREEMENT with an effective date of , 2007. Attest: CITY OF MIAMI, FLORIDA CITY Clerk Authorized signature on behalf Date of the CITY of Miami, Florida. By: Date APPROVED AS TO APPROVED AS TO FORM AND INSURANCE REQUIREMENTS: CORRECTNESS: By: By: LeeAnn Brehm, Administrator Jorge L. Fernandez Risk Management City Attorney MIAMI-DADE COUNTY, FLORIDA BY: County Manager Date For the Board of County Commissioners, Miami - Dade County, Florida Stephen P. Clark Center 111 N.W. 1st. Street Miami, Florida 33128 HARVEY RUVIN, CLERK Attest: By: Deputy Clerk Date 10 of 10